User Agreement

This User Agreement (this “Agreement”), with an effective date as of the date User electronically accepts this Agreement (the “Effective Date”), is made by and between Ascend Business Insights, LLC (“Ascend”), a Georgia limited liability company, with its principal offices at 300 Colonial Center Parkway Suite 100 Roswell, GA 30076, and the individual or entity that accepts this Agreement by clicking “I Agree” or a similar affirmative action during the sign-up process (“User”).

1. Term of the Agreement. This Agreement shall commence on the Effective Date. The initial duration, scope of Platform access, and any applicable Service features shall be as set forth in the service plan selected by User at the time of sign-up or as otherwise specified in an order form or online enrollment accepted by both parties (the “Service Plan”). If the Service Plan specifies an initial term, such term shall be the “Initial Term.” If no Service Plan is selected or no initial term is specified, the Initial Term shall be twelve (12) months. Unless the Service Plan expressly states that it is non-renewing (e.g., a limited trial), this Agreement shall automatically renew following the Initial Term for successive periods equal in length to the Initial Term (each a “Renewal Term”), unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. For Service Plans designated as trials or limited-duration engagements, this Agreement shall expire at the end of the Initial Term without automatic renewal unless User affirmatively elects to transition to a renewing Service Plan prior to expiration. This Agreement may also be terminated pursuant to the terms of this Agreement.

2. Services. Subject to the terms and conditions of this Agreement, User will have the right to access Ascend’s Practice Business Insights analytics dashboard platform (the “Platform”), to configure and view analytics dashboards, access healthcare and clinical practice data analytics, generate reports, and utilize the data visualization and insights tools made available through the Platform, in each case to the extent included in User’s applicable Service Plan. In addition, to the extent specified in the applicable Service Plan, Ascend shall provide the following services in connection with the Platform: (a) User Experience Oversight - providing direction and feedback regarding product user experience, including user flows, interface preferences, and overall usability considerations; (b) Metrics Definition - defining the business and performance metrics applicable to the Platform, including identifying success criteria and key performance indicators (“KPIs”) to be used for evaluation purposes; (c) Client Feedback Coordination - collecting, consolidating, and communicating client and end-user feedback related to Platform implementation; and (d) Go-To-Market Exploration - exploring potential go-to-market strategies and commercial opportunities related to the Platform; provided, however, that any such exploration is non-binding and does not create any obligation for either party to enter into a future commercial agreement (the foregoing, together with the Platform access and tools described above, collectively, the “Services”). User acknowledges and agrees that nothing in this Agreement constitutes an understanding by Ascend to continue any aspect in its current form. Ascend may from time to time make additions, deletions or modifications to the Services. User acknowledges and agrees that Ascend may temporarily or permanently, unilaterally condition, modify or terminate the right of any individuals or entities to access, receive or use the Platform in accordance with the Ascend Operating Agreement, policies, and procedures of Ascend, as amended from time to time (together hereinafter referred to as the “Ascend Policies”). In the event of a conflict between the Ascend Policies and this Agreement, this Agreement shall prevail. Ascend reserves the right to modify or change the Services provided Ascend notifies User prior to the effectiveness of the modification and User’s continued use of the Services following the modification will constitute User’s acceptance of the modification.

3. Compliance. Except as otherwise provided herein, with respect to all data and information submitted to the Platform by User or otherwise exchanged in connection with the Services, including without limitation client and end-user feedback, it is the sole responsibility of User to ensure compliance, by itself, its personnel and its representatives, with all applicable United States federal and state laws, rules, and regulations, including without limitation the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act (“HITECH”), and any applicable state healthcare privacy laws, to the extent applicable to User and the Ascend Policies. User represents and warrants that: (i) it will use the Platform only if and when it is duly authorized to use the Platform pursuant to the Ascend Policies; (ii) it agrees to be bound by, and will only use the Platform in compliance with, Ascend Policies; (iii) it is and will remain responsible for its use of the Platform and the use of the Platform by any of its employees, customers or agents; (iv) it will maintain and keep current a list of all authorized users who may obtain access to the Platform on behalf of User; and (v) it will familiarize User’s authorized users with all of User’s obligations under this Agreement and will assure that they receive appropriate training prior to any use of or access to the Platform.

4. Monitoring. User acknowledges and agrees that Ascend will monitor the use of the Platform by User for compliance with all applicable laws and regulations, including, without limitation, Ascend Policies. User acknowledges its responsibility to monitor its employees, agents and customers for compliance with Ascend Policies and all applicable federal and state laws, including applicable healthcare data privacy and security laws.

5. Data Accuracy. User agrees that it is User’s responsibility, in connection with each data submission or query made by User on the Platform, to ensure the accuracy and completeness of the data entered, and compliance with applicable laws and regulations. User will promptly notify Ascend in writing upon becoming aware of any data breach or unauthorized disclosure of Protected Health Information (as defined under HIPAA at 45 C.F.R. 160.103, “Protected Health Information”) processed through the Platform.

6. Participants. Notwithstanding User’s acceptance of this Agreement, if User wishes to grant access to the Platform to additional participants, User must enter into and maintain appropriate agreements with such participants establishing proper relationship(s) and account(s) through which participants may access the Platform. Such participant agreement(s) must incorporate the applicable provisions set forth in Ascend Policies, including without limitation any requirements related to HIPAA compliance and the protection of Protected Health Information.

7. Connectivity. User is solely responsible for providing and maintaining all necessary electronic communications with Ascend, including, wiring, computer hardware, software, communication line access, and networking devices.

8. User Data. User hereby grants to Ascend a non-exclusive, non-assignable, non-transferable, worldwide license to receive and use information and data that User or User’s agent enters into the Platform or otherwise provides to Ascend in connection with the Services (“User’s Data”) for the following purposes: for performing platform administration and compliance functions; for internal commercial purposes (i.e., purposes that do not include disclosing, publishing, or distributing outside of Ascend); and for use within Ascend analytics products (i.e., products that include disclosure, publication, or distribution to third parties), provided that: (i) such analytics products are provided in an aggregate and de-identified manner that does not directly or indirectly identify User or any individual as the source of the information, and that complies with HIPAA de-identification requirements under 45 C.F.R. 164.514; and (ii) such use complies with all applicable laws and regulations, including HIPAA. Subject to the foregoing license, as between Ascend and User, User retains all ownership and other rights associated with User’s Data. No provision in this Agreement shall impair any right, interest, or use of User’s Data granted by operation of applicable law. User represents and warrants that, with respect to User’s Data: (i) User owns or has sufficient rights in and to User’s Data to authorize Ascend to use User’s Data to perform all obligations under this Agreement with respect thereto; (ii) use or delivery of User’s Data by User or Ascend will not violate the proprietary rights (including, without limitation, any privacy rights) of any party; and (iii) use or delivery of User’s Data by User or Ascend will not violate any applicable law or regulation.

9. Restrictions on Use; Security. Unless otherwise required by law, User may not sell, lease, furnish or otherwise permit or provide access to the Platform or the outputs of the Services to any other entity or to any individual that is not User’s employee, customer, or agent. User accepts full responsibility for its employees’, customers’, and agents’ use of the Platform, which use must comply with Ascend Policies and the User’s obligations under this Agreement. User will take reasonable security precautions to prevent unauthorized use of or access to the Platform, including unauthorized entry of information into the Platform, or the information and data made available therein. User understands and agrees that User is responsible for any and all data entries, queries, and other messages and instructions entered, transmitted or received under identifiers, passwords and security codes of User’s authorized users, and for the consequences thereof, except in the event of willful misconduct, fraud or a breach of this Agreement by Ascend that results in unauthorized access by other parties. User may not sell, lease, furnish or otherwise permit or provide access to any data or analytics generated through the Platform (“Platform Data”) to any other person or to any other office or place unless it signs and complies with a separate data access agreement in a form approved by Ascend (a “Data Access Agreement”). Each party shall install and maintain at all times during the term of this Agreement a corporate “firewall” protecting its computer network in accordance with commercially reasonable specifications and standards. Ascend shall not include in the operation of Ascend or the Services provided under this Agreement any computer code designed to disrupt, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of User’s computer system, or any other associated software, firmware, hardware, computer system or network (sometimes referred to as "viruses" or "worms"), or that would disable such system or impair in any way its operation based on the elapsing of a period of time, advancement to a particular date or other numeral (sometimes referred to as "time bombs", "time locks", or "drop dead" devices), or any other similar harmful, malicious or hidden programs, procedures, routines or mechanisms which would cause such programs to cease functioning, or provide or allow unauthorized access to the User’s system, or to damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with operations. In addition, Ascend shall implement a commercially reasonable method to intercept and block or delete any such viruses, worms, time bombs, time locks, drop dead devices or other malicious or harmful programs, procedures, routines or mechanisms, and carry out on a regular basis, no less frequently than monthly, and more frequently as reasonably required, a commercially reasonable method to scan its computer system and eliminate from it any such malicious or harmful programs, procedures, routines or mechanisms.

10. Information.

(a) Confidentiality. Both parties acknowledge that: (i) the Platform and the information and data made available therein, incorporate confidential and proprietary information developed, acquired by or licensed to Ascend; and (ii) each party may receive or have access to other proprietary or confidential information disclosed and reasonably understood as confidential by the disclosing party, including without limitation user experience direction and feedback, metrics definitions and key performance indicators, consolidated client and end-user feedback, and go-to-market strategies and analyses developed or exchanged in connection with the Services (collectively, the “Information”). The obligations set forth in this Section 10 shall survive the termination or expiration of this Agreement for a period of five (5) years, or indefinitely with respect to trade secrets. The receiving party will use the disclosing party’s Information solely to perform its obligations under this Agreement. The receiving party will take all precautions necessary to safeguard the confidentiality of the disclosing party’s Information, including without limitation: (i) those taken by the receiving party to protect its own confidential information; and (ii) those which the disclosing party may reasonably request from time to time. Ascend will not disclose the identity of User or User’s customers to any of its other members or to any third parties in connection with data, analytics, and other messages and instructions entered or processed by User on the Platform, except as required by a court or regulatory authority with jurisdiction over Ascend or User, or with written permission from User.

(b) Disclosure. The receiving party will not disclose, in whole or in part, the disclosing party’s Information to any person, except as specifically authorized under this Agreement. User may not disclose any data, compilations of data, service outputs, deliverables, or other materials made available to User by Ascend without the express, prior written authorization of Ascend. The receiving party may also disclose Information in accordance with its regulatory obligations.

(c) Unauthorized Use or Disclosure. The parties acknowledge that any unauthorized use or disclosure of the disclosing party’s Information may cause irreparable damage to the disclosing party. If an unauthorized use or disclosure occurs, the receiving party will immediately notify the disclosing party and take at its expense all steps necessary to recover the disclosing party’s Information and to prevent its subsequent unauthorized use or dissemination, including availing itself of actions for seizure and injunctive relief. If the receiving party fails to take these steps in a timely and adequate manner, the disclosing party may take them at the receiving party’s expense, and the receiving party will provide the disclosing party with its reasonable cooperation in such actions that the disclosing party may request.

(d) Limitation. The receiving party will have no confidentiality obligation with respect to any portion of the disclosing party’s Information that: (i) the receiving party independently developed before receiving the Information from the disclosing party; (ii) the receiving party lawfully obtained from a third party under no obligation of confidentiality; (iii) is or becomes available to the public other than as a result of an act or omission of the receiving party or any of its employees; or (iv) the receiving party is compelled to disclose by law, regulation or legal process provided by a court of competent jurisdiction or other governmental entity to whose jurisdiction the receiving party is subject, provided that the receiving party gives the disclosing party prompt written notice of such compelled disclosure (to the extent legally permitted) and reasonably cooperates with the disclosing party's efforts to obtain a protective order or other appropriate remedy, and the receiving party discloses only that portion of the Information that is legally required to be disclosed.

11. Corporate Names; Proprietary Rights. Ascend and User each acknowledge and agree that Ascend and User each have proprietary rights in their respective trade names, trademarks, service marks, logos, copyrights and patents, registered or unregistered (collectively, the “Marks”). Ascend and User each agree that they shall not use the other party’s Marks in any way that would infringe upon the rights of the other party. Further, this Agreement shall not grant either party the right to use the other party’s Marks in any marketing, promotional or other materials without the prior review and written consent of the other party. Notwithstanding the foregoing, all intellectual property, methodologies, frameworks, analytics models, metrics definitions, key performance indicators, user experience designs, go-to-market strategies, and other work product developed or created by Ascend in the course of providing the Services (collectively, “Ascend Work Product”) shall be and remain the sole and exclusive property of Ascend. To the extent User provides input, feedback, or suggestions in connection with the Services, User hereby assigns to Ascend all right, title, and interest in any intellectual property rights in such input to the extent incorporated into Ascend Work Product, and User retains no rights therein except to use the Services as permitted under this Agreement.

12. Fees. By accepting this Agreement, User agrees to make timely payment of all fees applicable to User’s Service Plan, as may be further set forth in Ascend Policies or posted on Ascend’s website, as well as any applicable late fees for the failure to make payment within the required time period. If User’s Service Plan is designated as a no-fee trial or limited engagement, no fees shall be due during the trial period; provided, however, that if User transitions to a paid Service Plan, fees shall accrue from the effective date of such transition. Fees are payable within 30 days of the invoice date. User will be solely responsible for any and all telecommunications costs and all other expenses incurred in linking to, and maintaining its link to, Ascend. Failure to make payments within 30 days from the invoice date may result in suspension or termination of Services. User agrees to pay Ascend a late charge in the amount of 1% per month on all past due amounts that are not the subject of a legitimate and bona fide dispute. Subject to applicable law, Ascend reserves the right to change its fee schedule with 48 hours prior notice to User (delivered via e-mail and posted to the Ascend web site). The provisions of this Section will survive the termination of this Agreement.

13. DISCLAIMER OF WARRANTY. THE SERVICES ARE PROVIDED AS-IS, WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, ANY IMPLIED WARRANTY ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE, AND OF ANY OTHER WARRANTY OR OBLIGATION WITH RESPECT TO THE PLATFORM OR ANY SOFTWARE OR OTHER MATERIALS MADE AVAILABLE TO USER AND ALL SUCH OTHER WARRANTIES ARE HEREBY DISCLAIMED. THERE IS NO GUARANTY THAT THE SERVICES PROVIDED BY ASCEND WILL MEET THE USER’S REQUIREMENTS, BE ERROR FREE, OR OPERATE WITHOUT INTERRUPTION. THE PLATFORM IS NOT INTENDED TO PROVIDE MEDICAL ADVICE OR REPLACE PROFESSIONAL CLINICAL JUDGMENT. WITHOUT LIMITING THE FOREGOING, ANY USER EXPERIENCE DIRECTION, METRICS DEFINITIONS, CLIENT FEEDBACK COORDINATION, OR GO-TO-MARKET EXPLORATION PROVIDED BY ASCEND AS PART OF THE SERVICES IS INFORMATIONAL AND EXPLORATORY IN NATURE AND DOES NOT CONSTITUTE PROFESSIONAL CONSULTING, STRATEGIC ADVICE, OR A GUARANTEE OF ANY PARTICULAR BUSINESS OUTCOME. ASCEND GIVES NO WARRANTIES OF ANY KIND AS TO THE FITNESS, CAPACITY, OR CONDUCT OF ANY OTHER PERSON HAVING ACCESS TO THE PLATFORM AND SHALL NOT BE HELD LIABLE TO OR THROUGH USER OR OTHERWISE FOR ANY USE OR ABUSE WHATSOEVER OF THE PLATFORM BY ANOTHER PERSON HAVING ACCESS TO THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ANY FAILURE TO COMPLY WITH APPLICABLE LAWS OR REGULATIONS OR TO OTHERWISE ACT LAWFULLY.

14. NO LIABILITY FOR DATA OUTPUTS. ABSENT FRAUD OR WILLFUL MISCONDUCT BY ASCEND OR A CLAIM ARISING OUT OF ASCEND’S INDEMNIFICATION OBLIGATION, USER UNDERSTANDS AND AGREES THAT: (i) ASCEND IS NOT LIABLE FOR THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY DATA, ANALYTICS, REPORTS, RECOMMENDATIONS, METRICS DEFINITIONS, OR OTHER OUTPUTS GENERATED THROUGH THE PLATFORM OR PROVIDED IN CONNECTION WITH THE SERVICES; AND (ii) ASCEND IS NOT LIABLE IN ANY MANNER TO ANY PERSON (INCLUDING WITHOUT LIMITATION USER AND ANY PERSON FOR WHOM USER IS AUTHORIZED TO ACT) FOR ANY CLINICAL, BUSINESS, OR OTHER DECISIONS MADE IN RELIANCE ON DATA, ANALYTICS, OR OTHER OUTPUTS PROVIDED THROUGH THE PLATFORM OR THE SERVICES. ABSENT FRAUD OR WILLFUL MISCONDUCT BY ASCEND OR A CLAIM ARISING OUT OF ASCEND’S INDEMNIFICATION OBLIGATION, NEITHER ASCEND, NOR ANY OF ITS AGENTS, AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY LOSSES, DAMAGES, OR OTHER CLAIMS, ARISING OUT OF THE PLATFORM OR ITS USE AND ANY LOSSES, DAMAGES, OR OTHER CLAIMS, RELATED TO A FAILURE OF THE PLATFORM TO DELIVER, DISPLAY, TRANSMIT, OR OTHERWISE PROCESS ANY DATA, REPORT, OR OTHER INFORMATION ENTERED INTO, OR CREATED BY, THE PLATFORM WILL BE ABSORBED BY THE USER THAT ENTERED THE DATA OR OTHER INFORMATION INTO THE PLATFORM.

15. NO CONSEQUENTIAL DAMAGES. ABSENT FRAUD OR WILLFUL MISCONDUCT BY ASCEND OR A CLAIM ARISING OUT OF ASCEND’S INDEMNIFICATION OBLIGATION, UNDER NO CIRCUMSTANCES WILL ASCEND OR ITS AGENTS, AFFILIATES OR LICENSORS BE LIABLE FOR ANY LOSS, DAMAGE, CLAIM OR EXPENSE, INCLUDING WITHOUT LIMITATION ANY DIRECT, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON USER’S CLAIMS OR THE CLAIMS OF ITS CUSTOMERS, EMPLOYEES OR AGENTS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, USE OF MONEY OR USE OF THE PLATFORM, INTERRUPTION IN USE OR AVAILABILITY OF THE PLATFORM, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. THIS SECTION WILL NOT APPLY ONLY WHEN AND TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY, DESPITE THE FOREGOING EXCLUSION AND LIMITATION.

16. Indemnification by User. User agrees to indemnify, defend and hold harmless Ascend, its owners, subsidiaries, affiliates, officers, directors, employees, agents, and any related persons and entities, from and against all expenses and costs and damages (including any reasonable legal fees and expenses), direct, consequential, and/or incidental in nature, claims, demands, proceedings, suits, and actions, and all liabilities resulting from, in connection with, or arising out of any failure by User, for any reason, fraudulent, negligent or otherwise, to comply with its obligations under this agreement, for any misuse or unauthorized distribution by User of any outputs, deliverables, or information provided by Ascend in connection with the Services, and for any loss or claim which may arise from a claim that one or more uses of the Platform or the Services by User were in violation of any applicable federal or state law, or Ascend Policies, unless such expenses, costs, damages, claims, demands, proceedings, suits, actions, or liabilities arise from Ascend’s willful misconduct, fraud or breach of Ascend’s obligations under this Agreement.

17. Indemnification by Ascend. Ascend agrees to indemnify, defend and hold harmless User and its subsidiaries, affiliates and its and their respective officers, directors, employees, and agents from and against all expenses and costs and damages (including any reasonable legal fees and expenses), direct, consequential, and/or incidental in nature, claims, demands, proceedings, suits, and actions, and all liabilities resulting from, in connection with, or arising out of any third party claim that Ascend or the Services, or User’s use thereof, infringes any copyright, patent, trademark, trade secret or other intellectual property right.

18. Termination. User or Ascend may terminate this Agreement or any part of the Services upon 30 days written notice to the other party. For Service Plans designated as non-renewing (e.g., limited trials), this Agreement shall automatically expire at the end of the applicable Initial Term without further action by either party; provided that User may elect to transition to a different Service Plan prior to such expiration by following the enrollment process then in effect, in which case this Agreement shall continue under the terms of the new Service Plan without interruption. In addition, Ascend may suspend or terminate the Services to User immediately if it determines, in Ascend’s sole reasonable determination, that: (i) User has breached any material term of this Agreement; (ii) User is engaged in activities that Ascend determines to be detrimental to the Platform or its users; (iii) User has violated any applicable law or regulation; (iv) User is providing unauthorized access to data or the Platform without the prior approval of Ascend; (v) User has violated any Ascend Policies; or (vi) User has failed to maintain compliance with applicable healthcare data privacy and security requirements. Upon the termination of this Agreement for any reason, all rights granted to User hereunder will cease, and User shall promptly return or destroy all Ascend Work Product, service outputs, deliverables, and other confidential materials received in connection with the Services, and shall certify such return or destruction in writing upon Ascend's request. The following Sections will survive the termination or expiration of this Agreement for any reason: 8, 9, 10, 12, 13, 14, 15, 16, 17, 18, 19, 24 and 25. In no event will termination of this Agreement relieve User of any obligations incurred prior to the termination or through its use of or connection to the Platform.

19. Acknowledgement of Platform Policies. Ascend represents: (i) that the Platform is designed to provide healthcare and clinical practice analytics; (ii) that Ascend has an obligation to protect the privacy and security of data processed through the Platform, including any Protected Health Information, in compliance with applicable law; and (iii) that Ascend has established policies and procedures governing the use of the Platform. Accordingly, User agrees that Ascend, when required to do so in fulfillment of its legal and contractual obligations, may, in accordance with Ascend Policies, temporarily or permanently, unilaterally condition, modify or terminate the right of any or all individuals or entities, including User, to receive or use the Services. Ascend shall undertake reasonable efforts to notify User of any such condition, modification or termination, and User shall promptly comply with any requirement that may be contained in such notice within such period of time as may be determined in good faith by Ascend to be reasonably necessary.

20. Assignment. User’s license to use the Services during the term of this Agreement is personal, nonexclusive and nontransferable. User shall not assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without Ascend’s prior approval, which will not be unreasonably withheld. Ascend may assign or transfer this Agreement or any of its rights or obligations hereunder to a related or unrelated party upon notice to User.

21. Force Majeure. Neither party to this Agreement will be liable for delay or failure to perform its obligations hereunder (other than a failure to pay amounts when due) caused by an event that is beyond the party’s control; provided, however, that such party will not have contributed in any way to such event.

22. Severability. Each provision of this Agreement will be deemed to be effective and valid under applicable law, but if any provision of this Agreement is determined to be invalid, void, or unenforceable under any law, rule, administrative order or judicial decision, that determination will not affect the validity of the remaining provisions of this Agreement.

23. Arbitration. In connection with the following agreement to arbitrate, each party understands that: (i) arbitration is final and binding on the parties; (ii) the parties are waiving their right to seek remedies in court, including the right to jury trial; (iii) pre-arbitration discovery is generally more limited than and different from court proceedings; and (iv) the arbitrators’ award is not required to include factual findings or legal reasoning, and any party’s right to appeal or seek modification of rulings by the arbitrators is strictly limited. Subject to the preceding disclosures, each party agrees that any controversy arising out of, or relating to, this Agreement or the breach thereof will be resolved and settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association or in accordance with such other rules and procedures as are agreed to by the parties. The arbitration proceeding shall be conducted in Atlanta, Georgia, unless otherwise agreed to by the parties. Judgment upon arbitration may be entered in any court, state or federal, having jurisdiction; provided, however, that nothing herein will prevent either party from: (i) petitioning a regulatory body regarding a matter in question over which the regulatory body has administrative jurisdiction; or (ii) pursuing injunctions before any administrative or judicial forum provided that all monetary and other relief is submitted for arbitration.

24. Amendment. Ascend may amend any term or condition of this Agreement on one hundred and twenty (120) days’ written notice to User (which notice may be provided by way of a circular issued to Users generally or by electronic notification through the Platform). User may object in writing to the proposed amendment by providing a written response to the address specified above or via the Platform’s designated communication channel, such response stating in reasonable detail the basis of the objection. Such response must be received no later than sixty (60) days after the date that Ascend distributed the initial notice. Ascend will respond to User’s timely objection in writing within thirty (30) days of receipt and will use reasonable efforts thereafter to meet with the objecting User (in person or by phone) to discuss in good faith any potential resolution. Otherwise, any use by User of the Services after the expiration of the one hundred and twenty (120) day notice period shall be deemed acceptance by User of the amendment. User may not alter any terms and conditions of this Agreement, and no modification to this Agreement proposed by User will be binding, unless agreed to in writing (including by electronic means) by an authorized representative of each party.

25. Miscellaneous. All notices or approvals required or permitted under this Agreement must be given in writing (including by email or electronic notification through the Platform) to Ascend at the address specified above or to User at the email address associated with User’s account. Any waiver or modification of this Agreement will not be effective unless executed in writing (including by electronic means) and agreed to by the other party, or amended in accordance with Section 24 above. This Agreement will bind each party’s successors-in-interest. This Agreement will be governed by and interpreted in accordance with the internal laws of the State of Georgia, USA. For all matters not subject to Section 24 (Arbitration) above, both parties submit to the jurisdiction of the state and federal courts in and for the State of Georgia, USA for the resolution of any dispute arising under this Agreement. If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement. This Agreement, together with the applicable Service Plan and the applicable Ascend Policies, constitutes the complete and entire statement of all conditions and representations of the agreement between Ascend and User with respect to its subject matter and supersedes all prior writings or understandings.

BY CLICKING “I AGREE,” CREATING AN ACCOUNT, OR OTHERWISE ELECTRONICALLY ACCEPTING THIS AGREEMENT, USER ACKNOWLEDGES THAT USER HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. USER’S ELECTRONIC ACCEPTANCE SHALL HAVE THE SAME LEGAL FORCE AND EFFECT AS A MANUAL SIGNATURE PURSUANT TO THE GEORGIA UNIFORM ELECTRONIC TRANSACTIONS ACT (O.C.G.A. 10-12-1 ET SEQ.) AND THE FEDERAL ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT (15 U.S.C. 7001 ET SEQ.). ASCEND’S PUBLICATION OF THIS AGREEMENT ON THE PLATFORM CONSTITUTES ASCEND’S EXECUTION AND OFFER OF THIS AGREEMENT.

Version 1.0 · Published 2026-07-29