Acceptance of the Terms and Conditions
This Terms of Use Agreement, along with all other agreements, disclaimers and disclosures displayed on Site (collectively, the “Agreement”) states the terms and conditions under which you may use the Web sites located at www.ascentregtech.com, all Ascent operated microsites accessible therein, and all Content available therein (the “Site”). Please read this Agreement carefully. This Site contains various information in the form of data, text, reports, templates, agreements and other materials relating to and/or provided by Ascent Technologies Inc. (“Ascent”) and its third party content providers, (collectively, the “Content”). By accessing, browsing and/or using this Site and its Content, you acknowledge that you have read, understood and agree to be legally bound by this Agreement. We reserve the right to amend this Agreement at any time and from time to time. You should check this Agreement, available through a link on all of the Site’s pages, each time you use the Site to determine if any changes have been made. If you use the Site after the amended Agreement has been posted, you will be deemed to have agreed to the amended Agreement.
Regulatory Information
All Content is for informational purposes only and may not reflect the most current regulatory developments. The Content is not offered as legal advice, or any other advice on any particular matter. Any opinions expressed through the Content of this Site are the opinions of the particular author and may not reflect the opinions of Ascent. The transmission and receipt of information contained on the Site, in whole or in part, or communication with Ascent via the Internet or e-mail through this Site is not intended to create and does not constitute a professional relationship of any kind (attorney-client or other) between you and Ascent. Ascent is not a law firm, attorney, nor does it dispense legal advice. Should you require legal advice, you hereby agree to contact your Attorney. You should not send us any confidential information in response to this Site. You should not act or refrain from acting on the basis of any Content included in the Site without seeking the appropriate professional advice on the particular facts and circumstances at issue.
Information Sharing
Ascent enables its users with appropriate permissions to share access to such user’s accounts. One example of such sharing might be law firm working on your behalf or another third-party vendor that you authorize. As between you and Ascent, you are responsible for the use by, access of and content provided by any such users with whom you have shared access.
Content Disclaimer / ascentregtech.com Not a Compliance Professional
Ascent provides an online portal to give visitors a general understanding of certain laws, regulations and other items of a legal and compliance nature and to provide a software solution to businesses that choose to access the Content for information and materials in respect of such matters (the “Subject Matter”). You need not download or even license Ascent’s software solutions (“Solutions”). Ascent hosts its Solutions as a backend service for you when use and access the Content. The Site includes general information commonly encountered in connection with the Subject Matter. Ascent and its Solutions also include a review of your information, from time to time, for completeness with respect to the requirements of the Solutions, spelling, and for internal consistency of names, addresses and similar items, but at no time do we review your answers for accuracy (legal, compliance or otherwise), sufficiency (legal, compliance or otherwise), conclusions (legal, compliance or otherwise), advice (legal, compliance or otherwise), opinions (legal, compliance or otherwise) or recommendations (legal, compliance or otherwise) about your rights, remedies, defenses, options, selection of forms, or strategies, or apply the law, regulations or other aspects of the Subject Matter to the facts of your particular situation. Ascent is not a law or compliance firm and may not perform services (legal, compliance or otherwise) performed by an attorney, consultant or other compliance professional (collectively, “Compliance Professionals”, each a “Compliance Professional”). Ascent and its Solutions, and its forms or templates are not a substitute for the advice or services of a Compliance Professional. Ascent strives to keep its Solutions accurate, current and up-to-date. However, because the Subject Matter changes rapidly, Ascent cannot guarantee that all of the information on the Site or included as part of its Solutions is completely current. The Subject Matter varies from jurisdiction to jurisdiction (and/or between and among regulatory bodies or agencies), and may be subject to interpretation by different courts and/or regulatory authorities. The Subject Matter may be specific to you, and no general information or tool like the kind Ascent provides (including, without limitation, its Solutions) can fit every circumstance. Furthermore, the information contained on the Site with respect to the Subject Matter and included as part of Ascent’s Solutions is not legal advice and is not guaranteed to be correct, complete or up-to-date. Therefore, if you need legal or compliance advice for your specific problem, or if your specific problem is too complex to be addressed by Ascent and its Solutions, you should consult a Compliance Professional (who may or may not need to be licensed in such case and/or jurisdiction) in your area. From time to time, Ascent may perform certain access services and introduce our visitors to Compliance Professionals through various methods, including but not limited to (i) service plans, (ii) third party directory listings, and (iii) third party limited scope agreements. At no time is an attorney-client relationship fostered or created with Ascent through the performance of any such services. This Site and Ascent’s Solutions are not intended to create any attorney-client relationship, and your use of the Site and such Solutions does not and will not create an attorney-client relationship between you and Ascent.
The Site and Ascent’s Solutions Are Not Legal Services
The use by you of any Services or Information, or your access to any Site does not constitute legal advice nor does it by itself establish the delivery of any professional service. Even if your access to the Services was provided by an attorney or law firm (or other legal service provider), no attorney-client relationship with any person or entity is created or implied by you accessing or using any Service. Any such relationship, and any relationships or privileges related thereto, may only be formed between you and that attorney in accordance with its formal engagement and conflict checking procedures. The Information and Services provided on the Sites, whether authored by Ascent, a user, a user’s Compliance Professional, or otherwise, is provided purely for informational purposes.
No Professional Advice
If we provide you any professional information in the course of providing the Site or Ascent’s Solutions, it is for informational purposes only and should not be construed as professional advice. For clarity, you will be solely responsible for: (i) compliance with any and all applicable laws, rules and regulations affecting your business, and (ii) any use you may make of the Site or Ascent’s Solutions to assist you in complying with any such laws, rules or regulations. The Site or Ascent’s Solutions does not include any legal, compliance, accounting or tax advice. You will retain and rely solely upon your own advisors with respect to such advice.
Minimum configuration requirements and onboarding
To use Ascent’s Solutions, you must first create a User account by following the procedure described for this purpose on the Site or received by email. To be able to use a User account, the User must enter certain information and maintain such information throughout the entire duration of the Solutions usage period. Note that, from time to time, because of a change in our, the User’s or another third-party’s (whom you have authorized) security authentication protocols, such information may be required to be updated by you. You and you alone are responsible for keeping the such information, including, without limitation, access codes, private, and Ascent declines and expressly disclaims any and all liability if the Solutions are used by a person other than you or a person authorized by you, possessing the usernames and passwords to the User’s email account. User accounts are non-transferrable. Subject to any individual service agreement between you and Ascent in respect of pricing terms and procedures (an “Individual Service Agreement”), you will sign up for Ascent’s Solutions for the duration of their choice, ranging from one month to three years and pay via valid credit card. Ascent’s solutions will be automatically renewed for the same period, except where cancelled by you in connection with our policies and rules at such time.
Service Rules
You will not (and you will ensure that your individual Users, such as employees and contractors, will not) engage in any of the following prohibited activities: (i) copying, distributing or disclosing any part of the Site or Ascent’s Solutions in any medium, including, without limitation, by any automated or non-automated “scraping”, (ii) using any automated system, including, without limitation, “robots,” “spiders” and “offline readers,” to access the Site or Ascent’s Solutions in a manner that sends more requests to the Ascent’s servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser, (iii) transmitting spam, chain letters or other unsolicited email, (iv) attempting to interfere with, compromise the system integrity or security of or decipher any transmissions to or from, the Site or Ascent’s Solutions or the servers running the Site or Ascent’s Solutions, (v) taking any action that may impose an unreasonable or disproportionately large load on our infrastructure, as determined by Ascent, (vi) uploading invalid data, viruses, worms or other software agents through the Site or Ascent’s Solutions, (vii) collecting or harvesting any personally identifiable information, including account names, from the Site or Ascent’s Solutions, (viii) using the Site or Ascent’s Solutions for any commercial solicitation purposes, (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity, (x) using the Site or Ascent’s Solutions in order to obtain information about Ascent, the Site or Ascent’s Solutions or our customers for the purpose of competing with Site or Ascent’s Solutions or otherwise replicating some or all of the Site or Ascent’s Solutions for any reason, (xi) modifying, disassembling, decompiling or reverse engineering the Site or Ascent’s Solutions or any part of the Site or Ascent’s Solutions, (xii) accessing any content on the Site or Ascent’s Solutions through any technology or means other than those provided or authorized by the Site or Ascent’s Solutions, or (xiii) bypassing the measures we may use to prevent or restrict access to the Site or Ascent’s Solutions, including, without limitation, features that prevent or restrict use or copying of the Content or enforce limitations on use of the Site or Ascent’s Solutions or the Content.
Without prior notice to you, we may change the Site or Ascent’s Solutions, stop providing the Site or Ascent’s Solutions or features of either, to you or to all of our Users generally or create usage limits for the Site or Ascent’s Solutions. We may permanently terminate or temporarily suspend your access to the Site or Ascent’s Solutions without notice and liability to you for any lawful reason, including, if in our sole determination, you violate any provision of this Agreement, or for no reason if lawfully permitted. Upon any termination, you will continue to be bound by any terms of this Agreement that by their nature extend beyond termination.
Intellectual Property Rights
You acknowledge that this Site and various elements contained therein are protected by copyrights, trademarks, trade secrets, patents, or other proprietary rights, and that these worldwide rights are valid and protected in all forms, media, and technologies existing now and hereinafter developed. You also acknowledge that the Content is and shall remain the property of Ascent or its licensors. You agree to comply with all intellectual property laws and you shall not encumber any interest in, or assert any rights to, the Content. You may not modify, transmit, participate in the sale or transfer of, or create derivative works based on any Content, in whole or in part. However, you may print a reasonable number of copies of the Content for your personal use and storage provided that you maintain any notices contained in the Content, such as all copyright notices, trademark legends, or other proprietary rights notices.
Trademarks
Ascent product and service names and logos used and displayed on this Site may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Ascent. Nothing on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Ascent Trademarks displayed on this Site, without our prior written permission in each instance. All goodwill generated from the use of Ascent Trademarks will inure to our benefit.
Use of Forms
On our Site, through our Solutions, and through certain partners, we offer “fill in the blank” forms. You understand that your use of a form is neither legal advice nor the practice of law, and that each form and any applicable instructions or guidance is not customized to your particular needs. By using our forms, you agree that such forms may only be used by you for your business use or used by you in connection with Ascent’s Solutions. You are not permitted to use in any manner other than as permitted and expressly authorized by Ascent on the Site nor sell, distribute, sublicense or commercialize our forms in any way, shape or manner. Once you populate a form with your information, you are fully responsible for such information, including, without limitation, to the extent that such information is submitted on your behalf directly via the Solutions or indirectly by you in hardcopy format using the forms Ascent provides through its Solutions. Further, you agree that Ascent makes not warranties about the accuracy or completeness of such information that you provide and you will hold Ascent harmless and indemnify Ascent for any costs, expenses, losses and other damages that Ascent may actually incur as a result of your use of the forms provided by Ascent whether or not the forms are submitted, but including with respect to any such submission thereof.
Google Translate Disclaimer
Translation of pages on www.ascentregtech.com, www.ascent-technologies.com, app.ascentregtech.com, and any subpages, is done by Google(TM) Translate, a third party application. Ascent may offer translation of some of its content through Google Translate. Because Google Translate is an external website, Ascent does not control the quality or accuracy of translated content. Google Translate may also maintain unique privacy and use policies. These policies are not controlled by Ascent and are not associated with Ascent’s practices.
Ascent uses Google Translate to provide language translations of its content. Google Translate is a free, automated service that relies on data and technology to provide its translations. The Google Translate feature is provided for informational purposes only. Translations cannot be guaranteed as exact or without the inclusion of incorrect, missed, or inappropriate language. Google Translate is a third-party service. As such, Ascent cannot guarantee or claim responsibility for the accuracy, reliability, or performance of this service nor the limitations provided by this service, such as the inability to translate specific words or files like PDFs and graphics (i.e. .jpgs, .gifs, etc.).
Ascent provides Google Translate as an online tool for its users, but Ascent does not directly endorse the website or imply that it is the only solution to users. All site visitors may choose to use similar tools for their translation needs. Any individuals or parties that use Ascent content in translated form, whether by Google Translate or by any other translation services, do so at their own risk. Ascent is not responsible for any damages or issues of translated content of any kind.
Linking and Framing
We prohibit the use of any links to the Site from any other Web sites unless establishment of such a link is approved in advance by us in writing. You may not frame any elements of this Site with any other Web site without our prior written permission.
Communications with Ascent
Please be advised that we cannot guarantee the confidentiality of any communication or material transmitted to us via the Site or via electronic mail. Accordingly, we suggest that you use caution when transmitting any information to us via the Internet. Ascent expressly disclaims any liability for damages resulting from third party interception of your communications with us via the Internet. If you choose to send us any information via the Site or via e-mail, you do so solely at your own risk.
Links to Other Web Sites
This Site may periodically provide links to third-party Web sites (“Third-Party Sites”). This Agreement governs only this Site and not any Third-Party Sites. Our decision to link to a Third-Party Site is not an endorsement of the content or services in that linked Third-Party Site. Ascent does not control these Third-Party Sites and expressly disclaims any responsibility for the content, the accuracy of the information and any products or services available on the Third-Party Sites. If you decide to access linked Third-Party Sites, you do so at your own risk. You should direct any concerns regarding any Third-Party Sites to the administrator of the applicable Third-Party Site. You should also refer to the separate terms of use, privacy policies and other rules posted on Third-Party Sites before you use them.
Authorizations; Authorization of Recurring ACH Debit
In order to access or use certain aspects of the Service, we need your authorization to retrieve and manage information of yours maintained by certain third-party institutions, with which you have customer relationships, manage accounts or engage in transactions. Further, in order for us to provide those aspects of the Site or Ascent’s Solutions to you, you must provide us with all relevant information, signatures, data, passwords, usernames, PINs and other necessary information, materials and content. Collectively, the information described in this paragraph is Account Information. As between you and Ascent, you own and retain all right, title and interest in and to your Account Information and such information will be used and protected as set forth herein and in the Privacy Policy.
You represent and warrant that the Account Information you provide us is accurate and complete, and that you are authorized to submit it to us without any obligations on Ascent, including, but not limited to, the payment of fees. We have no liability or other responsibility for inaccuracy or incompleteness, or your inability to use the Service due to such inaccuracy or incompleteness. You are responsible for the consequences of any instructions you provide us and that we follow.
In order to connect the Site or Ascent’s Solutions with any third-party service, you designate Ascent as your agent and attorney-in-fact in connection with such services and further specifically authorize us to: (i) store your Account Information, (ii) access the relevant service using the Account Information you provide us, (iii) use and apply any signatures or other materials you provide us in order to provide you the Site or Ascent’s Solutions, such as to complete a benefits enrollment form or tax document, (iv) gather and export from such service any data or other information reasonably necessary for us to provide the Site or Ascent’s Solutions to you, and (v) otherwise take any action in connection with such service as reasonably necessary for us to provide the Site or Ascent’s Solutions to you, including, but not limited to, opening accounts on your behalf at third-party institutions and making changes on your behalf with such third-party institutions and services in order to manage your programs. You agree that those third-party service providers are entitled to rely on the foregoing authorization, agency and power of attorney granted by you.
Authorization of Recurring ACH Debit
When you subscribe to a paid product that is part of the Site or Ascent’s Solutions, you authorize us and our designated payment processors to store your designated bank account information and other related information. You authorize us to automatically debit all applicable charges for such paid product from your designated bank account via ACH debit on the date such charges become due, as described in the Individual Service Agreement or other applicable agreement for such paid product. You agree to follow National Automated Clearinghouse Association (NACHA) rules applicable to ACH transactions.
You understand that this authorization to initiate ACH debit transactions will remain in full force and effect until we have received written notice from you by email at support@ascentregtech.com at least 30 in advance of the date the applicable charges for the paid product become due. You understand that because these are electronic transactions, these funds may be withdrawn from your designated bank account immediately. In the case of an ACH debit transaction that is rejected for insufficient funds, you understand that we may at our discretion attempt to process the debit in the amount of the applicable paid product again within 30 days and we may separately impose a fee of $25 for each transaction returned for insufficient funds, as permitted by applicable law. You certify that you are an authorized user of your bank account and will not dispute these scheduled transactions with your bank so long as the transactions correspond to this Agreement, the Individual Service Agreement (defined below) and any other applicable agreement for such paid product.
IRS Circular 230
Any discussion of U.S. tax matters contained herein (including any Content available at the Site) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or other matter. The foregoing language is intended to satisfy the requirements under the regulations in Section 10.35 of Circular 230.
Disclaimer of Warranties
YOU ACKNOWLEDGE AND AGREE THAT THIS SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NONE OF ASCENT, ITS AFFILIATES, SUBSIDIARIES OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “ASCENT PARTIES”) GUARANTEES THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, SUITABILITY OR USEFULNESS OF ANY PORTION OF THE SITE. NONE OF THE ASCENT PARTIES WARRANT THAT THIS SITE WILL BE UNINTERRUPTED OR ERROR FREE, THAT ANY SPECIFIC INFORMATION THAT IS REQUESTED WILL BE PROVIDED OR THAT THIS SITE OR ITS SERVER ARE OR WILL BE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL ELEMENTS. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS SITE AND THE ACCURACY, TIMELINESS OR COMPLETENESS OF THE CONTENT OR SERVICES IS ASSUMED SOLELY BY YOU. NONE OF THE ASCENT PARTIES MAKES ANY, AND HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL, REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THIS SITE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. YOU UNDERSTAND AND AGREE THAT ANY CONTENT, MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS USED AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, MATERIAL AND/OR DATA.
Limitation of Liability
UNDER NO CIRCUMSTANCES WILL ANY OF THE ASCENT PARTIES BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THIS SITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THIS SITE. IN NO EVENT SHALL ANY OF THE ASCENT PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE SITE OR THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NEGLIGENCE, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, IN SUCH JURISDICTIONS THE ASCENT PARTIES’ LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT SHALL NEVER BE GREATER THAN THE PREVIOUS SIX MONTHS OF CUSTOMER PAYMENTS PROVIDED TO ASCENT PRIOR TO THE DISPUTE.
Indemnification
You agree to make Ascent, its affiliates, shareholders, partners, directors, officers, co-branders, subsidiaries, parents, employees and agents, whole for any and all claims, losses, liabilities, and expenses (including attorneys’ fees) arising from your use of the Site or any violation of this Agreement. You agree to indemnify, defend, and hold harmless Ascent from and against any loss, cost, or damage of any kind (including reasonable outside attorneys’ fees) to the extent arising out of your breach of this Agreement, and/or your negligence or willful misconduct.”
Liability Cap
In no event shall Ascent’s aggregate cumulative liability to you arising out of or relating to this agreement, exceed the annual fee paid by you. For the avoidance of doubt, the aggregative cumulative liability shall include, but not be limited to, indirect or consequential damages, regardless of jurisdiction.
History Views
From time to time, Ascent may make available to you a history of the rules and regulations applicable to you, as well as the documentation and tasks related to such rules and regulations (“Your History of Rules and Documents”). The presentation of Your History of Rules and Documents at all times should be considered only a courtesy and reflects Ascent’s best guess of the rules and regulations, together with the related documentation and tasks, applicable to you. Accordingly, Ascent hereby disclaims any and all liability associated with such information and your use thereof. To the extent you view Your History of Rules and Documents, please note that Your History of Rules and Documents is intended to present such information based on Ascent’s information at the time and does not provide any assurances or warranties in regards to such information. To the extent new information becomes available to Ascent at a later time, and such new information changes Ascent’s assessment of Your History of Rules and Documents as it was at earlier times, the prior history may not be accessible to you and in its place, Ascent may present Your History of Rules and Documents updated as Ascent believes it to be at such later time and in accordance with such new information.
Children
Minors are not eligible to use the Site or Ascent’s Solutions nor are they permitted to submit any personal information to Ascent or any other person using Ascent’s Solutions.
Dispute Resolution
Any dispute arising out of or in connection with this Agreement or your use of any Content or this Site or your access to or links to this Site, shall be resolved by the state or Federal courts in Chicago, Illinois and Cook County, Illinois. Both parties hereby consent (a) to the exclusive jurisdiction of the courts of the State of Illinois or to any Federal Court located within the State of Illinois for any action and (b) to service of process in any such action by registered mail or any other means provided by law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without regard to conflict of law principles.
Disclaimer
Nothing on this site constitutes legal advice or gives rise to an attorney/client relationship. The contents of this site are for general information purposes only. While we strive to ensure that the information on this site is correct, no warranty, express or implied, is given as to its accuracy and/or timeliness, and we do not accept any liability for error, omission, or delay.
We shall not be liable for any damage (including, without limitation, damage for loss of business or loss of profits) arising in contract, tort or otherwise from the use of, or inability to use, this site or any material contained in it, or from any action or decision taken as a result of using this site or any such material.
Miscellaneous
The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. The sections of this Agreement entitled Intellectual Property Rights, Disclaimer, Limitation of Liability, Indemnification, and Miscellaneous shall survive the termination of this Agreement. Ascent reserves the right to change, suspend, or discontinue all or any part of this Site or the Content at any time without prior notice or liability. Paragraph headings are provided only for reference and shall have no effect on the construction or interpretation of this Agreement.
You expressly absolve and release the Ascent Parties from any claim of harm resulting from a cause beyond their reasonable control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connectivity problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, war, Acts of God, strikes or labor disputes, embargoes, government orders, or any other force majeure event.
You may not assign this Agreement. No waiver shall be effective unless in writing, and a party’s failure to exercise or delay in exercising any right, power or privilege under this Agreement shall not operate as a waiver; nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this Agreement. You shall comply with all laws, rules and regulations which are now or hereinafter promulgated by any government authority or agency which govern or apply to the operation and use of the Site.
Without limiting the generality of the foregoing, you expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws of the United States. You are prohibited from any use of the Site that would constitute an illegal offense, give rise to liability or otherwise violate any applicable local, state, national or international law or regulation. All rights not expressly granted herein are reserved by Ascent. This Agreement, together with the other policies contained on the Site and any other documentation binding you and Ascent, from time to time, contains the entire agreement of the parties concerning your use of this Site and supersedes any conflicting agreements in respect of such conflicts and supersedes any and all oral or other communication between the parties concerning its subject matter unless set forth in a signed writing between Ascent and you after the effectiveness of this Agreement.
This system is for the use of authorised users only. User activity may be monitored. Users of this system expressly consent to such monitoring and are advised that if such monitoring reveals possible criminal activity, security staff may provide the evidence of such monitoring to law enforcement officials.
Unavailability
From time to time, the Site and Ascent’s Solutions may be unavailable for unplanned and/or emergency maintenance. You agree that Ascent will not be liable in any way, shape or form if for any reason the site is unavailable at any time or for any period. Without limitation of the foregoing, Ascent strives to maintain the Site and its Solutions using commercially reasonable efforts to achieve a minimum monthly uptime of 99.9%, subject to scheduled downtimes for routine maintenance and updates.
