IMPORTANT NOTE: PLEASE READ THESE TERMS CAREFULLY AS THEY MAY IMPACT YOUR LEGAL RIGHTS IN THE EVENT OF A DISPUTE BETWEEN US. SPECIFICALLY, PLEASE REFER TO THE SECTION TITLED "DISPUTE RESOLUTION; ARBITRATION AGREEMENT," WHICH REQUIRES THAT CERTAIN DISPUTES BE SETTLED THROUGH MANDATORY BINDING ARBITRATION AND PRECLUDE YOU FROM LEADING OR PARTICIPATING IN A CLASS ACTION, AS WELL AS THE SECTIONS TITLED "CLASS ACTION WAIVER" AND "JURY TRIAL WAIVER" WHICH CONTAIN A CLASS ACTION WAIVER AND JURY TRIAL WAIVER FOR NON-ARBITRABLE DISPUTES.

You have visited an Ascend Learning, LLC affiliate or brand website or registration page ("Website" or "Websites"). Ascend Learning, LLC and its affiliates and subsidiaries worldwide (collectively "Ascend," "we," "our," or "us") value your privacy. These Terms of Use (the "Terms") explain the rules governing your access to and use of the Ascend Websites.

By accessing, using, or interacting with the Websites, you are indicating that you have read, understand, and agree to be bound by these Terms. If you do not agree to these Terms, then you must stop accessing or using the Websites. We may revise these Terms, at our sole discretion, at any time. It is your responsibility to check these Terms periodically for changes. Your continued use of the Websites after any such update constitutes your binding acceptance of such changes, except where applicable law requires additional notice regarding such updates, in which case we will comply with such additional notice requirements.

Certain Websites or services offered through our Websites may be subject to additional or separate terms and conditions. If there is a conflict between these Terms and such other terms and conditions, such other terms and conditions shall control. Except for Section 10 which provides for binding arbitration and waiver of class action rights, we reserve the right to revise these Terms, at our sole discretion, at any time. It is your responsibility to check these Terms periodically for changes. Your continued use of the Websites after any such update constitutes your binding acceptance of such changes, except where applicable law requires additional notice regarding such updates, in which case we will comply with such additional notice requirements. Certain Websites may be subject to additional or separate terms and conditions. If there is a conflict between these Terms and such other terms and conditions, such other terms and conditions shall control.

1. GENERAL.

a. Access and Eligibility. By accessing or using the Websites, you accept and agree to be bound and abide by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to be bound by these Terms or any provisions hereof, please do not access or use the Websites.

You may only use the Websites if you can form a binding contract with Ascend (either on behalf of yourself or the entity you represent), and only in compliance with the Terms and all applicable laws, rules and regulations. By using the Websites, you represent that you are not on a list of persons barred from receiving services under applicable laws (including, without limitation, the Denied Persons List and the Entity List issued by the U.S. Department of Commerce, Bureau of Industry and Security). You must be over the age of majority in your jurisdiction to use the Websites. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to do so. You cannot access or use the Websites if you are barred from receiving the Websites under applicable law or have previously been suspended or removed from the Websites.

b. User Account and Registration. In order to use certain parts of the Websites, you may be required to register for an account ("User Account") on behalf of yourself and/or on behalf of any entity or individual for which you are registering. You are responsible for ensuring that all required registration information you submit is truthful and accurate, and that your contact information is current. You are solely responsible for maintaining the confidentiality and security of your User Account login information. You agree not to share your login credentials or access to your User Account with anybody or to create more than one account. We are not liable for any losses incurred by you or any party as a result of unauthorized use of your User Account. You agree to notify us immediately of any unauthorized use of your User Account.

We reserve the right to close, suspend or limit access to your User Account and/or the Websites in the event that, in our sole discretion: (i) we are unable to obtain or verify your identity or eligibility; (ii) the security of your User Account has been compromised; or (iii) your User Account has been, or is reasonably suspected to have been, used in a nefarious manner.

c. User Content. In using the Websites, you may submit, display, post or otherwise make available through the Websites certain content, including without limitation, data, designs, text, art, audio, video, graphics, images, information and other materials (collectively, "User Content"). You are solely responsible for any User Content that you make available through the Websites, including any necessary third-party rights in the User Content. We reserve the right to pre-screen any User Content before its appearance on the Websites, and may forbid or prevent you from posting, uploading, storing, sharing, sending or displaying such User Content to and through the Websites at any time. We may, in our sole discretion, reject, move, edit, or remove any User Content that is submitted to the Websites for any reason whatsoever, including without limitation, User Content that violates these Terms.

2. INTELLECTUAL PROPERTY.

a. License Grant. Subject to the terms and conditions herein, we grant you a limited, non-exclusive, non-transferable, non-sublicensable revocable license to access, view and use the Websites solely for the permitted uses described herein. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by us or our licensors, except for the licenses and rights expressly granted in these Terms.

b. Intellectual Property Ownership. As between you and Ascend, the Websites, including without limitation any content, data, organization, graphics, design, compilation, magnetic translation, sound, artwork, computer code, digital conversion, logos, names, patents, trademarks, service marks, product and service names, slogans, copyrights, and all the intellectual property rights therein or relating thereto, are and shall remain the exclusive property of Ascend, its affiliates or licensors (as applicable). Nothing in these Terms shall be interpreted to provide you with any rights in the foregoing, except the limited right to use the Websites expressly set forth herein.

c. License to User Content. When you submit User Content to or through the Websites, you grant Ascend a worldwide, perpetual, irrevocable, royalty-free, non-exclusive, and sub-licensable license to use, copy, cache, distribute, reproduce, modify, edit, adapt, publicly perform, publicly display, translate, create derivative works from, sell, lease, transmit, communicate to the public, disassemble, and publish such User Content, in whole or in part, in any format or medium now known or hereafter devised, without compensation to you, for any purpose including without limitation for promoting and redistributing part or all of the Websites (and derivative works thereof).

d. Feedback. From time to time, you may provide us with comments, suggestions, or ideas for enhancements, improvements, changes, or additions to the Websites or our business in general, including ideas for new features, materials, and other content ("Feedback"). By providing us Feedback, you grant to us exclusive ownership of the Feedback and of all intellectual property rights and other rights in it, and you will provide us with reasonable cooperation in documenting this grant. Ascend has no obligation to do anything with Feedback, but we will have the full, worldwide, unencumbered right to use, incorporate, and otherwise fully exercise and exploit any such Feedback via all forms of media, distribution methods, and technology now known or later developed, for any purposes, commercial or otherwise, and to transfer or license our rights in the Feedback, without notice, acknowledgement or compensation to you.

3. PROHIBTED USES. In using the Websites, you agree that you shall not, and shall not encourage, assist or enable any other third party to: (i) reproduce, duplicate, modify, copy, adapt, distribute, transmit, display, sell, rent, lease, loan,, transfer, publish, create derivative works from or otherwise exploit for any purpose the content, software, products, services or data found in or on the Websites; (ii) alter or tamper with any materials on or associated with the Websites; (iii) engage in any activity that could cause us to violate any applicable law, statute, ordinance, or regulation; (iv) engage in any conduct that is fraudulent, inaccurate, infringing, libelous, defamatory, abusive, offensive, obscene, or otherwise violates any law or right of Ascend, its users, or any third party, including privacy rights, copyrights, or other intellectual property rights; (v) submit, send, post, upload or otherwise make available unsolicited or unauthorized advertising or commercial communications, such as spam, advertising, promotional materials, junk mail, chain letters or any other form of solicitation; (vi) attempt to circumvent any technological measure implemented by use or any of our providers or any other third party (including another use) to protect or restrict access to the Websites; (vii) attempt to decipher, remove, decompile, disassemble or reverse engineer any software or other underlying code in the Websites, or use any network monitoring or discovery software to determine the Websites architecture; (viii) remove or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Websites, or on any materials printed or copied from the Websites; (ix) use any robots, spiders, scrapers or any other automated means to access the Websites for any purpose; (x) take action that imposes, or may impose, in the discretion of Ascend, an unreasonable or disproportionately large load on Ascend's infrastructure; (xi) collect or harvest, including by means of spidering or use of spyware, any data (including personally identifiable information) from the Websites; (xii) resell or make any commercial use of the Websites except as authorized hereunder without our prior written consent; (xiii) impersonate another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (xiv) disrupt, overwhelm, attack, modify or interfere with the proper working of the Websites, or impede or interfere with others’ use of the Websites; (xv) access any content on the Websites through any technology or means other than those provided or authorized by the Websites; (xvi) transmit any viruses, malicious code or other computer instructions or technological means whose purpose is to disrupt, damage or interfere with the use of computers or related systems; (xvii) use any content on the Websites in any manner that may infringe ay intellectual property right, proprietary right, or property right of us or any third party; (xviii) access the Websites to build a similar or competitive website, application, product, or service; or (xix) use the Websites in any way except as permitted by these Terms.

4. PRIVACY. For information about our data practices, including our collection and use of your information, please see our Privacy Policy. Our Privacy Policy applies to your use of the Websites and is incorporated by reference into these Terms.

5. WARRANTY DISCLAIMER. THE WEBSITES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE WEBSITES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITES ARE PROVIDED WITHOUT WARRANTIES AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE WEBSITES, AND ASCEND HEREBY DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL REPRESENTATIONS AND WARRANTIES, 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, ASCEND, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT (i) THE WEBSITES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (ii) THE WEBSITES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (iii) THE WEBSITES ARE FREE OF ERRORS; (iv) THE FUNCTIONS OR FEATURES OF THE WEBSITES WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (v) DEFECTS WILL BE CORRECTED, OR (vi) THE WEBSITES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

ASCEND MAKES NO WARRANTY THAT IT WILL UPDATE OR CONTINUE TO OFFER OR MAKE AVAILABLE THE WEBSITES, INCLUDING WITHOUT LIMITATION ANY PARTICULAR WEBSITE FOR ANY PARTICULAR LENGTH OF TIME. THE FOREGOING DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS OR YOUR USE OF THE WEBSITES.

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE WEBSITES REMAINS WITH YOU.

6. THIRD-PARTY CONTENT. The Websites may contain links to third-party materials that are not owned or controlled by Ascend. Ascend does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Websites or disclose your information or data on or through any third-party website or service, you do so at your own risk, and you understand that these Terms and Ascend's Privacy Policy do not apply to your use of such sites. You expressly relieve Ascend from any and all liability arising from your use of any third-party website, service, or content, including without limitation content, data, information and/or materials submitted by other users.

6. INDEMNIFICATION. To the fullest extent permitted by law, you agree to indemnify, defend, and hold Ascend and its respective officers, directors, employees, shareholders, and representatives (and all successors and assigns of any of the foregoing), harmless from and against any third-party claim or demand, including without limitation, reasonable lawyers’ fees and disbursements, in connection with or arising out of your use of the Websites, your connection to the Websites, your User Content, your violation of the Terms, your violation of an applicable law or regulation, your submission, posting, or transmission of User Content to the Websites, and/or your violation of any rights of another. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event you will cooperate with us in asserting any available defenses

7. LIMITATION OF LIABILITY.

a. TO THE MAXIUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ASCEND OR ITS AFFILIATES, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE WEBSITES OR CONTENT, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, DAMAGE TO ANY COMPUTER OR DEVICE, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR WEBSITES), ARISING OUT OF OR IN CONNECTION WITH THE WEBSITES OR ANY CONTENT, OR ANY LINK OR CONNECTION PROVIDED BY THE WEBSITES, WHETHER OR NOT ASCEND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), CIVIL LIABILITY, STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE.

b. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ASCEND, ITS AFFILIATES, AGENTS AND/OR EMPLOYEES BE LIABLE TO YOU FOR ANY CLAIMS, LIABILITIES OR DAMAGES HEREUNDER IN AN AMOUNT EXCEEDING THE AMOUNT PAID BY YOU TO ASCEND DURING THE TWELVE (12) MONTH PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR USE OF THE WEBSITE, OR THE DURATION OF YOUR USE OF THE WEBSITES, WHICHEVER IS SHORTER.

c. THE FOREGOING LIMITATIONS ARE FUNDAMENTAL AND MATERIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ASCEND AND YOU AND WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW.

9. MODIFICATION, SUSPENSION & TERMINATION.

a. Modification of Websites. Except as prohibited by applicable local legal requirements, we reserve the right to modify or discontinue the Websites (or any portion thereof), temporarily or permanently, for any reason whatsoever, with or without notice. Ascend shall not be liable to you or any for any such modification, suspension or discontinuance of the Websites.

b. Suspension & Termination. We may, in our sole and absolute discretion, terminate, suspend, or otherwise deny your access to all or part of the Websites at any time for any or no reason at all, with or without notice to you. If we terminate your right to access the Websites, these Terms will terminate and all rights granted to you herein with respect to the Websites will immediately terminate; however, certain provisions of these Terms will still apply after termination. Termination of your use or access to the Websites may also include, at Ascend’s sole discretion, the deletion of your User Account and/or User Content.

Notwithstanding the foregoing, upon such termination, Ascend reserves the right to archive your User Account and/or retain User Content to the extent necessary to comply with legal and/or audit requirements or other applicable data retention policies; provided, however, that any retained User Content will be held in accordance with Ascend’s confidentiality obligations herein.

10. DISPUTE RESOLUTION; ARBITRATION AGREEMENT

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS—INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT (BY REQUIRING YOUR DISPUTE TO BE SUBMITTED TO ARBITRATION) AND LIMITING YOUR RIGHTS TO RESOLVE YOUR DISPUTE AS PART OF A CLASS OR REPRESENTATIVE ACTION.

10.1 Most disputes between you and Ascend arising from or relating to the Websites or these Terms of Service ("Disputes") can be resolved informally, so if you have an issue with the services, you agree to reach out to us before initiating a lawsuit or arbitration, except as set forth in the Exceptions paragraph below ("Informal Dispute Resolution"). This requires emailing [email protected] a written notice ("Written Notice"), which must include: (1) your name; (2) the email address(es) associated with your relationship with Ascend; (3) a detailed description of the issue; and (4) how you’d like to resolve it. You must engage in this informal resolution process before starting any formal dispute resolution unless exempted by law. Applicable statutes of limitations and due dates for arbitration filing fees or other deadlines will be tolled upon receipt of the Written Notice to [email protected] while the parties attempt informal resolution.

The Written Notice must be provided on an individualized basis and you and Ascend agree to personally meet and confer, via telephone or videoconference, to attempt to resolve the Dispute. If either party is represented by counsel, that party’s counsel may participate in the conference, but the party shall also personally attend the conference, unless one party states in writing that the other party is not required to personally attend.

If the dispute is not resolved within sixty (60) days after receipt of the Written Notice, you and Ascend agree to resolve any remaining dispute through further informal discussions or one of the formal dispute resolution provisions below.

10.2 Agreement to Arbitrate. If Informal Dispute Resolution fails, then either party may initiate binding arbitration as the sole means to resolve Disputes, subject to the provisions following this header through and including the paragraph titled "Changes to this Arbitration Agreement" (collectively, the "Arbitration Agreement").

The parties agree that this Arbitration Agreement is made pursuant to a transition in commerce and is governed by the Federal Arbitration Act ("FAA"). The arbitration will be administered by JAMS Mediation, Arbitration and ADR Services ("JAMS"). If JAMS is not available to arbitrate, the parties will mutually agree on an alternative arbitration provider.

In accordance with the notice and opt-out provisions set forth herein, this Arbitration Agreement is intended to be interpreted broadly and it applies to all Disputes between you and Ascend, including but not limited to (1) claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement, or any prior agreement; and (2) claims that may arise after the termination of this Arbitration Agreement. This Arbitration Agreement supersedes any prior arbitration agreement between Ascend and you.

Except as set forth in the paragraph below titled "Exceptions to Informal Dispute Resolution and Arbitration Agreement," the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all Disputes. You and Ascend further agree that arbitrable Disputes include but are not limited to issues arising out of or relating to the interpretation, applicability, enforceability, formation, or performance of this Arbitration Agreement, including, but not limited to, any claim that all or any part of these terms are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment, non-payment, or timing of any administrative or arbitrator fees.

10.3 WAIVER OF RIGHTS INCLUDING JURY TRIAL.

THE PARTIES UNDERSTAND THAT ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A JUDGE OR JURY WILL DECIDE ANY DISPUTE, AND THAT RIGHTS TO DISCOVERY AND APPEALS MAY BE LIMITED IN ARBITRATION. THE PARTIES FURTHER UNDERSTAND THAT THE COSTS OF ARBITRATION COULD EXCEED THE COST OF LITIGATION IN SOME INSTANCES.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT BY AGREEING TO THESE TERMS AND ARBITRATION AGREEMENT, YOU AND ASCEND ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10.4 CLASS ARBITRATION AND COLLECTIVE RELIEF WAIVER.

YOU AND ASCEND ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, AND EXCEPT AS PROVIDED HEREIN BELOW, ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR OTHER REPRESENTATIVE ACTION (INCLUDING, WITHOUT LIMITATION, ANY PRIVATE ATTORNEY GENERAL ACTION), AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM; NOTWITHSTANDING THIS ACKNOWLEDGEMENT, YOU AGREE THAT ANY ARBITRATION INVOLVING YOU MAY PROCEED ON A CONSOLIDATED BASIS IF AND ONLY IF ASCEND PROVIDES ITS CONSENT TO CONSOLIDATE IT IN WRITING.

With the exception of the paragraph titled "Class Arbitration and Collective Relief Waiver" and the paragraph titled "Mass Filings," if any part of this Arbitration Agreement is deemed to be invalid, unenforceable, or illegal, then the balance of this Arbitration Agreement shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision(s) were not contained herein. If, however, the paragraph titled "Class Arbitration and Collective Relief Waiver" and the paragraph titled "Mass Filings," are found to be invalid, unenforceable, or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor Ascend shall be entitled to arbitrate the dispute in question.

This provision does not prevent you or Ascend from participating in a class-wide settlement of claims.

10.5 Arbitration Rules. Except as modified by this Arbitration Agreement, JAMS will administer the arbitration in accordance with, as applicable, the JAMS Comprehensive Arbitration Rules and Procedures, Streamlined Arbitration Rules & Procedures, Mass Arbitration Procedures and Guidelines in effect at the time any demand for arbitration is filed with JAMS, excluding any rules or procedures governing or permitting class or representative actions. The applicable JAMS rules and procedures are available at https://www.jamsadr.com/adr-rules-procedures/.

Except where prohibited by applicable law, the arbitrator shall apply the law of the Commonwealth of Massachusetts without giving effect to any law that would result in the applicable of the law of any other jurisdiction. You and Ascend agree that dispositive motions will be allowed in the arbitration.

If the amount in controversy is less than $10,000, then the arbitration will be conducted solely on the basis of written materials that you and Ascend submit to the arbitrator, unless (i) the arbitrator determines that a hearing is necessary; (ii) applicable law requires otherwise; or (iii) the parties agree otherwise. If the amount in controversy exceeds $10,000, either party may request (or the arbitrator may determine) to hold a hearing.

10.6 Arbitration Demand. Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based, and must include proof that the claimant is party to this Arbitration Agreement and to the Terms of Service. The arbitrator and/or JAMS may require amendment of any demand or counterclaim that does not satisfy these requirements.

10.7 Arbitration Fees. Each party is responsible for its own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.

The parties agree that JAMS has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under JAMS’ Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by JAMS does not constitute a default, waiver, or breach of this Arbitration Agreement while such challenge remains pending before JAMS, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.

10.8 Arbitration Location. The arbitration proceedings will presumptively be held via video- or telephone-conference unless (A) the arbitrator determines there is good cause to hold an in-person hearing or (B) the parties agree otherwise. Except as otherwise provided in the paragraph titled "Mass Filings" or unless you and Ascend agree otherwise, in the event there is an in-person proceeding: if you live in the United States, any in-person proceedings will take place in the county of your primary residence or, if no arbitrator is available in that county, then at the closest arbitration location available in the state or if you live outside the United States, to the extent permissible in your country, any in-person proceedings will take place in the Commonwealth of Massachusetts.

10.9 Mass Filings. To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to JAMS (or another arbitration provider selected in accordance with the provisions set forth herein if JAMS is unavailable) against Ascend within reasonably close temporal proximity ("Mass Filing"), the parties agree, subject to the provisions of this "Mass Filings" paragraph: (A) to administer the Mass Filing in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands) with only one batch filed, processed, and adjudicated at a time; (B) to designate one arbitrator for all demands in each batch; (C) to accept applicable fees, including, without limitation, any related fee reduction determined by JAMS (or another arbitration provider selected in accordance with the provisions set forth herein if JAMS is unavailable if JAMS is unavailable) in its discretion; (D) that fees associated with a demand for arbitration included in a Mass Filing, including, without limitation, fees owed by Ascend and the claimants, shall only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; and (E) that the staged process of batched proceedings, with each set including 100 demands proceeding through filing, processing and adjudication, shall continue until each demand (including your demand) is adjudicated or otherwise resolved. If your demand for arbitration is included in the Mass Filing, any statute of limitation applicable to your claims will remain tolled until your demand for arbitration is decided, withdrawn, or settled.

Arbitrator selection for each batch shall be conducted to the greatest extent possible in accordance with the applicable JAMS rules and procedures for such selection, and shall be subject to any rights to strike an arbitrator provided under applicable state law if the rights granted by law exceed those provided for in the JAMS rules. In accordance with applicable law and to the extent an in-person proceeding is deemed necessary by the arbitrator or mutual party agreement, the arbitrator will determine the location where the proceedings will be conducted.

You agree to cooperate in good faith with Ascend and the arbitration provider to implement such a "batch approach" or other similar approach to provide for an efficient resolution of claims, including, without limitation, the payment of combined reduced fees, set by JAMS in its discretion, for each batch of claims. The parties further agree to cooperate with each other and the arbitration provider or arbitrator to establish any other processes or procedures that the arbitration provider or arbitrator believe will provide for an efficient resolution of claims. For example, if the number of cases filed makes batches of 100 cases too small for the prompt resolution of all filed claims, you and Ascend agree that JAMS may increase or decrease the batch size, transfer a case between batches, or proceed with adjudication of more than one (but no greater than five) batches at a time as determined in the reasoned discretion of the JAMS procedural arbitrator, following the input of the parties. Any and all disagreements between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a JAMS procedural arbitrator.

This "Batching" provision shall in no way be interpreted as increasing the number of claims necessary to trigger the applicability of JAMS’s Mass Filing Supplemental Dispute Resolution Rules and Procedures or authorizing class arbitration of any kind.

The results of the first completely adjudicated batch of demands in a Mass Filing will be given to a JAMS mediator selected from a group of five mediators proposed by a JAMS, with Ascend and the remaining claimants’ counsel being able to strike one mediator each and then rank the remaining mediators. The highest collectively ranked mediator will be selected. The selected mediator will try to facilitate a resolution of the remaining demands in the Mass Filing. Ascend, the remaining claimants, and their counsel, and the mediator will then have 90 days (the "Mediation Period") from the date the results are provided to the mediator to agree on a resolution or substantive methodology for resolving the outstanding demands. If the parties are unable to resolve the outstanding demands during the Mediation Period and cannot agree on a methodology for resolving them through further arbitrations, either Ascend or any remaining claimant may opt out of the arbitration process and have the demand(s) proceed in a court of competent jurisdiction. Notice of the opt-out will be provided in writing within 60 days of the close of the Mediation Period. If neither Ascend nor the remaining claimants opt out and they cannot agree to a methodology for resolving the remaining demands through further arbitration, the arbitrations will continue with the batching process. Absent notice of an opt out, the arbitrations will proceed in the order determined by the sequential numbers assigned to demands in the Mass Filing.

10.10 Arbitrator’s Authority and Arbitration Award. The arbitrator shall be empowered under this Arbitration Agreement to grant whatever relief would be available in a court under law or in equity. The arbitrator has the right to impose sanctions in accordance with the arbitration provider’s rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with this Arbitration Agreement or the Informal Dispute Resolution Process.

The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with the Terms of Service, including but not limited to the paragraphs titled "Class Arbitration and Collective Relief Waiver" and "Limitation of Liability" as to the types and the amount of damages or other relief for which a party may be held liable.

Except for decisions in arbitrations that are joined together in a single batch, no arbitration award or decision will have any preclusive effect, except to preclude the same or similar claims and issues addressed by the award from being re-arbitrated between the same parties. Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration.

10.11 Exceptions to Informal Dispute Resolution and Arbitration Agreement.
Notwithstanding the parties’ agreement to resolve all disputes through the Informal Dispute Resolution process and, if necessary, binding arbitration:

• Matters involving injunctive relief and matters asserting or arising out of claims of infringement, unauthorized use or misappropriation of the other party’s patent, copyright, trademark, or trade secret (and any motions to enforce such proceedings) or in which either party is seeking to protect its intellectual property or enforce its rights therein shall be exclusively brought in the state and federal courts located in the Suffolk County in the Commonwealth of Massachusetts.
• Either party may elect to have disputes or claims resolved in a small claims court regardless of what forum the filing party initially chose, provided the disputes or claims are within the scope of that court’s jurisdiction. Judgments of small claims courts may be enforced as set forth in the rules of such court.
• Either party may apply to any court of competent jurisdiction for a provisional remedy in connection with an arbitrable controversy, including without limitation injunctive relief.
• Either party may elect to have disputes regarding whether a complaining party has satisfied the Informal Dispute Resolution procedures resolved by a court as a precursor to arbitration.

10.12 30-Day Right to Opt-Out. You have the right to opt-out and not be bound by the Arbitration Agreement by sending written notice, signed by you, of your decision to opt-out to the following address: [email protected] The notice must be sent within 30 days of November 1, 2025, or your first use of the Websites, whichever is later; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of the Arbitration Agreement. If you opt-out of the arbitration provisions, Ascend also will not be bound by them.

If you opt out of the Arbitration Agreement, you may exercise your right to a trial by judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the Arbitration Agreement will not apply to claims not yet filed. If you opt out of the Arbitration Agreement, you will not be opting out of any other provisions of this Terms of Service and you agree to be bound by all other provisions of these terms, which shall remain in effect as allowable by law.

10.13 Changes to this Arbitration Agreement. Ascend will provide 30 days’ notice of the date of any material changes to this Arbitration Agreement. Changes will become effective on the 30th day and apply to all claims not yet filed, regardless of when they accrued. If you consent to these terms on or before the 30th day or continue to use the Websites after the 30th day, you agree that any unfiled claims of which Ascend does not have actual notice under the Informal Dispute Resolution process are subject to the revised clause. If Ascend changes this Arbitration Agreement after the date you first accepted it (or accepted any subsequent changes to the agreement), you agree that your continued use of the Websites 30 days after such change will be deemed acceptance of those changes. If you do not agree to such change, you may opt out of this Arbitration Agreement by emailing an opt-out notice to [email protected] before the 30-day period expires.

11. CLASS ACTION WAIVER.

YOU AGREE THAT ANY DISPUTE BETWEEN YOU AND ASCEND THAT IS NOT SUBJECT TO ARBITRATION FOR ANY REASON MAY ONLY BE PURSUED BY YOU ON AN INDIVIDUAL BASIS, AND YOU MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

12. JURY TRIAL WAIVER.

IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, YOU AND ASCEND AGREE THAT THERE WILL NOT BE A JURY TRIAL. YOU AND ASCEND UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM IN ANY WAY ARISING OUT OF OR RELATING TO THESE TERMS OR USE OF THE SERVICES.

13. MISCELLANEOUS.

a. Entire Agreement. These Terms constitute the entire agreement between you and Ascend with respect to your use of the Websites, and supersede any prior and contemporaneous agreements between you and Ascend on the subject matter.

b. Force Majeure. Under no circumstances will Ascend be liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control.

c. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Websites, or the Terms, must be filed within one (1) year after such claim or cause of action arose or be forever barred.

d. No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Ascend’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

e. Severability. Each of the provisions of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining provisions will remain in full force and effect. In the event that any provision is deemed unlawful or unenforceable, you and Ascend agree that such provision shall be modified or amended by the court or relevant authority to the extent necessary to render it enforceable, in accordance with the intent of the original provision. The modified provision shall be interpreted so as to reflect the original intent of the parties as closely as possible, while remaining compliant with applicable law.

f. Third-party beneficiaries. Except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.

g. No agency. No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms, and you shall have no right or authority to assume or create any obligations or to make any representations on behalf of Ascend, or to bind Ascend in any respect.

h. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Ascend. The Agreement may be assigned by Ascend without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

i. Headings. Headings and subheadings in these Terms are for convenience only and have no legal or contractual effect.

j. Survival. Any provision of these Terms that by its nature is reasonably intended to survive beyond termination of these Terms shall survive.

k. Governing Law and Jurisdiction. To the extent permitted by applicable law, these Terms will be governed and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to any choice of laws principles that would require the application of the laws of a different jurisdiction. To the extent permitted by applicable law, any action or proceeding arising from, relating to or in connection with these Terms will be brought exclusively in the federal or state courts located in the Commonwealth of Massachusetts, and you irrevocably consent to the personal jurisdiction of such courts and agree that it is a convenient forum and that you will not seek to transfer such action or proceeding to any other forum or jurisdiction, under the doctrine of forum non conveniens or otherwise.

14. CONTACT US. If you wish to contact us or have any questions or concerns related to these Terms or your use of the Websites, please email us at [email protected]