These terms and conditions of use (“Terms of Use,” or “Agreement”) govern your use of our online interfaces and digital properties (e.g., websites) owned and controlled by Ascend Management Partners, LLC (“Ascend”), including the www.amptn.com website (our “Website”) (our Website and its features are referred to together as the “Digital Services”). Your compliance with these Terms of Use is a condition to your use of the Digital Services. If you do not agree to be bound by the Terms of Use, promptly exit the Digital Services. Please also consult our Privacy Policy for a description of our privacy practices and policies.
Binding Arbitration. These Terms of Use provide that all disputes between you and Ascend that in any way relate to these Terms of Use or your use of the Digital Services will be resolved by BINDING ARBITRATION. ACCORDINGLY, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT (INCLUDING IN A CLASS ACTION PROCEEDING) to assert or defend your rights under these Terms of Use (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. Please review the Section below entitled Dispute Resolution; Arbitration Agreement for the details regarding your agreement to arbitrate any disputes with Ascend.
1. Ownership of the Digital Services. All pages, features, and content within these Digital Services and any material made available for download are the property of Ascend, or its licensors or suppliers, as applicable. The Digital Services are protected by United States and international copyright and trademark laws. The contents of the Digital Services, including without limitation all data, files, documents, text, photographs, images, audio, and video, and any materials accessed through or made available for use or download through these Digital Services (“Content”) may not be copied, distributed, modified, reproduced, published, or used, in whole or in part, except for purposes authorized by these Terms of Use or otherwise approved in writing by Ascend. You may not frame or utilize framing techniques to enclose, or deep link to, any name, trademarks, service marks, logo, Content or other proprietary information (including images, text, page layout, or form) of Ascend without our express written consent.
2. Access to Digital Services, Security and Restrictions; Passwords. You are prohibited from violating or attempting to violate the security of the Digital Services, including, without limitation, (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; or (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c) accessing or using the Digital Services or any portion thereof without authorization, in violation of these Terms of Use or in violation of applicable law.
You may not use any scraper, crawler, spider, robot, or other automated means of any kind to access or copy data on the Digital Services, deep-link to any feature or content on the Digital Services, bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Digital Services. Violations of system or network security may result in civil or criminal liability. Ascend will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of these Digital Services or any activity being conducted on these Digital Services.
In the event access to the Digital Services or a portion thereof is limited requiring a user ID and password (“Protected Areas”), you agree to access Protected Areas using only your user ID and password as provided to you by Ascend. You agree to protect the confidentiality of your user ID and password, and not to share or disclose your user ID or password to any third party. You agree that you are fully responsible for all activity occurring under your user ID. Your access to the Digital Services may be revoked by Ascend at any time with or without cause. You agree to defend, indemnify, and hold Ascend harmless from and against all third party claims, damages, and expenses (including reasonable attorneys’ fees) against or incurred by Ascend arising out of your breach of these Terms of Use or violation of applicable law, your use or access of the Digital Services, or access by anyone accessing the Digital Services using your user ID and password.
3. Account Set-Up. You agree to: (a) provide true, accurate, current, and complete information when registering to use the Digital Services and establishing your account (“Registration Information”) and (b) maintain and promptly update the Registration Information to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or Ascend has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, Ascend may suspend or terminate your account. You are entirely responsible for maintaining the confidentiality of any passwords and any usage and activities that occur in connection with your account. You agree not to allow others to access your account or utilize your password. Doing so will compromise the security of your account.
4. Accuracy and Integrity of Information; Colors. Although Ascend attempts to ensure the integrity and accuracy of the Digital Services, it makes no representations, warranties, or guarantees whatsoever as to the correctness or accuracy of the Digital Services and Content thereon. It is possible that the Digital Services could include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions and alterations could be made to the Digital Services by third parties. In the event that an inaccuracy arises, please inform Ascend so that it can be corrected. Ascend reserves the right to unilaterally correct any inaccuracies on the Digital Services without notice. Information contained on the Digital Services may be changed or updated without notice. Additionally, Ascend shall have no responsibility or liability for information or Content posted to the Digital Services from any non-Ascend affiliated third party.
We have made significant efforts to accurately display the colors of our products that appear on the Digital Services. However, as the actual colors you see will depend on your monitor, we cannot guarantee that your monitor’s display of any color will be accurate.
5. Links to Other Sites. Ascend makes no representations whatsoever about any other website that you may access through these Digital Services. When you access a non-Ascend website, please understand that it is independent from Ascend, and that Ascend has no control over the content on that website. In addition, a link to a non-Ascend website does not mean that Ascend endorses or accepts any responsibility for the content, or the use, of the linked website. It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature. If you decide to access any of the third party websites linked to these Digital Services, you do this entirely at your own risk.
6. Disclaimer of Warranties. ASCEND DOES NOT WARRANT THAT ACCESS TO OR USE OF THE DIGITAL SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE DIGITAL SERVICES WILL BE CORRECTED. THESE DIGITAL SERVICES, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE RELATED TO THE DIGITAL SERVICES, IS PROVIDED “AS IS,” WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND TITLE/NON-INFRINGEMENT. ASCEND DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE INFORMATION OBTAINED THROUGH THE DIGITAL SERVICES.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THESE DIGITAL SERVICES, DIGITAL SERVICES-RELATED SERVICES, AND LINKED WEBSITES. ASCEND DOES NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK UP AND SECURITY.
WARRANTIES RELATING TO PRODUCTS OR SERVICES OFFERED, SOLD AND DISTRIBUTED BY ASCEND ARE SUBJECT TO SEPARATE WARRANTY TERMS AND CONDITIONS, IF ANY, PROVIDED WITH OR IN CONNECTION WITH THE APPLICABLE PRODUCTS OR SERVICES.The content of the Digital Services, including without limitation, text, copy, audio, video, photographs, illustrations, graphics, and other visuals, is for informational purposes only.
7. Limitation of Liability Regarding Use of Digital Services. ASCEND AND ANY THIRD PARTIES MENTIONED ON THESE DIGITAL SERVICES ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING IN ANY WAY TO THE DIGITAL SERVICES, DIGITAL SERVICES-RELATED SERVICES, CONTENT OR INFORMATION CONTAINED WITHIN THE DIGITAL SERVICES, AND/OR ANY LINKED WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE DIGITAL SERVICES, DIGITAL SERVICES-RELATED SERVICES, AND/OR LINKED WEBSITES IS TO STOP USING THE DIGITAL SERVICES AND/OR THOSE SERVICES. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM AGGREGATE LIABILITY OF ASCEND TO YOU WITH RESPECT TO YOUR USE OF THESE DIGITAL SERVICES IS $500 (FIVE HUNDRED DOLLARS).
8. Consent to Receive Calls and Text Messages and Video Recording. By providing your mobile number, you are agreeing to be contacted by or on behalf of Ascend at the mobile number you have provided, including calls and text messages, to receive informational, product or service related (e.g., progress tracking, reminders, etc.) messages and communications relating to the Digital Services. Message and data rates may apply. To stop receiving text messages text a reply to us with the word STOP. We may confirm your opt out by text message. If you subscribe to multiple types of text messages from us, we may unsubscribe you from the service that most recently sent you a message or respond to your STOP message by texting you a request to identify services you wish to stop. Please note, that by withdrawing your consent, some Digital Services may no longer be available to you. Keep in mind that if you stop receiving text messages from us you may not receive important and helpful information and reminders about your services.
9. CAN-SPAM Act and Telephone Consumer Protection Act Compliance. Ascend is committed to being compliant with the Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM ACT”) and the Telephone Consumer Protection Act (“TCPA”). You consent to receive text messages from us as set forth in Section 10, above (Consent to Receive Calls and Text Messages and Video Recordings). Emails, newsletters, and text messages received from us are intended to fully comply with the CAN-SPAM ACT and the TCPA. In the event you receive an email or text message from us which you do not believe is fully compliant with the CAN-SPAM ACT or the TCPA, please contact us immediately at heath.garrett@amptn.com.
10. Online Payments. You may purchase products and/or services on the Digital Services. We accept credit and debit cards issued by U.S. banks. If a credit card account is being used for a transaction, Ascend may obtain preapproval for an amount up to the amount of the payment. If you enroll to make recurring payments automatically, all charges and fees will be billed to the credit card you designate during the setup process. If you want to designate a different credit card or if there is a change in your credit card, you must change your information online. This may temporarily delay your ability to make online payments while we verify your new payment information.
You represent and warrant that if you are making online payments that (i) any credit card, debit card, and bank account information you supply is true, correct, and complete, (ii) charges incurred by you will be honored by your credit/debit card company or bank, (iii) you will pay the charges incurred by you in the amounts posted, including any applicable taxes, and (iv) you are the person in whose name the card was issued and you are authorized to make a purchase or other transaction with the relevant credit card and credit card information.
11. Order Acceptance. We reserve the right, at our sole discretion, to refuse or cancel any order for any reason. Your account may also be restricted or terminated for any reason, at our sole discretion. For your convenience, you will not be charged until your payment method is authorized and the order information is verified for accuracy. Some situations that may result in your order being canceled include limitations on quantities available for purchase, inaccuracies or errors in product or pricing information, or problems identified by our credit and fraud avoidance department. We may also require additional verifications or information before accepting any order. We will contact you if all or any portion of your order is canceled or if additional information is required to accept your order. If your order is canceled after your credit card (or other payment account) has been charged, we will issue a credit to your credit card (or other applicable payment account) in the amount of the charge.
12. Typographical Errors and Incorrect Pricing. In the event a product or service is listed at an incorrect price due to typographical error or error in pricing information, we shall have the right to refuse or cancel any orders placed for a product or service listed at the incorrect price. We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit or debit card charged. If your credit or debit card has already been charged for the purchase and your order is canceled, we shall promptly issue a credit to your credit or debit card account in the amount of the incorrect price.
13. Electronic Communications. When you use the Digital Services, or send emails, messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that (a) all agreements and consents can be signed electronically and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing. Ascend and your Provider may contact you by telephone, mail, or email to verify your information. Ascend and your Provider may request further information from you and you agree to provide such further information to ensure that you have not fraudulently used the Digital Services. If you do not provide this information in the manner requested within 14 days of the request, we reserve the right to suspend, discontinue, or deny your access to and use of our Digital Services until you provide the information to us as requested.
14. Force Majeure. We will not be deemed to be in breach of these Terms of Use or liable for any breach of these Terms of Use or our Privacy Policy due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, terrorism, war, invasion, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, pandemics, strikes, fire, or other disaster.
15. Indemnification. You agree to defend, indemnify, and hold harmless Ascend and any affiliates from and against any and all rights, demands, losses, liabilities, damages, claims, causes of action, actions, and suits (no matter whether at law or equity), fees, costs, and attorney’s fees of any kind whatsoever arising directly or indirectly out of or in connection with: (i) your use or misuse of the Digital Services, products, services, or any information posted on the Digital Services; (ii) your breach of the Terms of Use or Privacy Policy; (iii) the content or subject matter of any information you provide to Ascend, your Provider, or a customer service agent; or (iv) any negligent or wrongful act or omission by you in your use or misuse of the Digital Services, products, services, or any information on the Digital Services, including without limitation, infringement of third party intellectual property rights, privacy rights, or negligent or wrongful conduct.
16. Dispute Resolution; Arbitration Agreement. We will try to work in good faith to resolve any issue you have with the Digital Services, including products and services ordered or purchased through the Digital Services, if you bring that issue to the attention of our customer service department. However, we realize that there may be rare cases where we may not be able to resolve an issue to a customer’s satisfaction.
You and Ascend agree that any dispute, claim, or controversy arising out of or relating in any way to these Terms of Use or your use of the Digital Services, including products and services ordered or purchased through the Digital Services, shall be determined by binding arbitration instead of in courts of general jurisdiction. Arbitration is more informal than bringing a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and is subject to very limited review by courts. Arbitration allows for more limited discovery than in court, however, we agree to cooperate with each other to agree to reasonable discovery in light of the issues involved and amount of the claim. Arbitrators can award the same damages and relief that a court can award, but in so doing, the arbitrator shall apply substantive law regarding damages as if the matter had been brought in court, including without limitation, the law on punitive damages as applied by the United States Supreme Court. You agree that, by agreeing to these Terms of Use, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Ascend are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms of Use and any other contractual relationship between you and Ascend.
If you desire to assert a claim against Ascend, and you therefore elect to seek arbitration, you must first send to Ascend, by certified mail, a written notice of your claim (“Notice”). The Notice to Ascend should be addressed to: Ascend Management Partners, LLC, ATTN: LEGAL NOTICE, 1110 Market Street, Suite 306, Chattanooga, TN 37402 (“Notice Address”). If Ascend desires to assert a claim against you and therefore elects to seek arbitration, it will send, by certified mail, a written Notice to the most recent address we have on file or otherwise in our records for you. A Notice, whether sent by you or by Ascend, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If Ascend and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Ascend may commence an arbitration proceeding or file a claim in small claims court. During the arbitration, the amount of any settlement offer made by Ascend or you shall not be disclosed to the arbitrator. You may download or copy a form Notice and a form to initiate arbitration from the American Arbitration Association at www.adr.org. If you are required to pay a filing fee, after Ascend receives notice at the Notice Address that you have commenced arbitration, it will promptly reimburse you for your payment of the filing fee, unless your claim is for more than US $10,000. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms of Use, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by requesting them from us by writing to us at the Notice Address. The arbitrator is bound by the terms of these Terms of Use. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of these Terms of Use, including this arbitration agreement. Unless Ascend and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your billing address. (If you reside outside of the United States, any arbitration hearings will take place in your country of residence at a location reasonably convenient to you, but will remain subject to the AAA Rules including the AAA rules regarding the selection of an arbitrator). If your claim is for US $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. If the arbitrator issues you an award that is greater than the value of Ascend’s last written settlement offer made before an arbitrator was selected (or if Ascend did not make a settlement offer before an arbitrator was selected), then Ascend will pay you the amount of the award or US $1,000, whichever is greater. Except as expressly set forth herein, the payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules. Each party shall pay for its own costs and attorneys’ fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys’ fees, or if there is a written agreement providing for payment or recovery attorneys’ fees, the arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law.
YOU AND ASCEND AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Ascend agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
If this Agreement to Arbitrate provision is found to be unenforceable, then (a) the entirety of this arbitration provision shall be null and void, but the remaining provisions of these Terms of Use shall remain in full force and effect; and (b) exclusive jurisdiction and venue for any claims will be in state or federal courts located in and for Hamilton County, Tennessee.
17. Revisions; General. Ascend reserves the right, in its sole discretion, to terminate your access to all or part of these Digital Services, with or without cause, and with or without notice. In the event that any of the Terms of Use are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect. These Terms of Use constitute the entire agreement between Ascend and you pertaining to the subject matter hereof. In its sole discretion, Ascend may from time-to-time revise these Terms of Use by updating this posting. You should, therefore, periodically visit this page to review the current Terms of Use, so you are aware of any such revisions to which you are bound. Your continued use of the Digital Services after revisions to these Terms of Use shall constitute your agreement to the revised Terms of Use. Certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages within these Digital Services.
