Terms of Use

These Terms of Use (“Terms”) are a binding legal agreement between you and Ascencious LLC (“Ascencious,” “Company,” “we,” “us,” or “our”) governing your access to and use of our website, mobile application, content, meditations, audio recordings, practitioner features, community and social features, messaging tools, and any related products or services (collectively, the “Services”).

By accessing, browsing, downloading, installing, registering for, or using the Services, you agree to be bound by these Terms. If you do not agree, do not access or use the Services.

You may use the Services only if:

• (i)you are at least 13 years old;
• (ii)if you are under the age of majority in your jurisdiction (a "Minor"), your parent or legal guardian has reviewed and agreed to these Terms on your behalf and consents to your use of the Services;
• (iii)you have the legal capacity to enter into a binding agreement, or your parent or legal guardian has entered into these Terms on your behalf; and
• (iv)your use of the Services does not violate any applicable law or regulation.

If you are a parent or legal guardian consenting to a Minor's use of the Services, you agree to these Terms, including the Dispute Resolution and Binding Arbitration provisions, on your own behalf and on behalf of the Minor, and you are responsible for the Minor's use of the Services, including all activity under the Minor's account. If you use the Services on behalf of a company or other entity, you represent that you have authority to bind that entity to these Terms.

The Services are intended for users age 13 and older. Children under 13 may not use the Services, create an account, or submit personal information, and we do not knowingly permit them to do so.

If you are a Minor, you may use the Services only with the involvement and consent of a parent or legal guardian. Certain features may be limited, conditioned, or unavailable based on age, including features involving prize promotions, purchases, or identity verification.

Parents and guardians who permit a Minor to use the Services should review the Services, including the community, messaging, and AI features, to determine whether they are appropriate for that Minor. Users should not access the Services if the wellness, meditation, spiritual, social, AI, or practitioner features are not appropriate for them.

Ascencious provides a wellness and lifestyle platform that may include:

• (i)guided meditations;
• (ii)sound-based and experiential wellness content;
• (iii)educational and spiritual content;
• (iv)community and social features;
• (v)user-generated content;
• (vi)access to practitioners, guides, coaches, facilitators, or similar contributors;
• (vii)subscription-based content and premium access features.

The Services are offered for general wellness, lifestyle, educational, informational, entertainment, mindfulness, and spiritual purposes only.

The Services are not medical care, mental healthcare, psychotherapy, counseling, psychiatry, diagnosis, treatment, crisis response, or any other licensed professional healthcare service.

Ascencious does not provide, and nothing in the Services constitutes:

• (i)medical advice;
• (ii)mental health advice;
• (iii)psychiatric advice;
• (iv)psychological advice;
• (v)psychotherapy;
• (vi)counseling;
• (vii)diagnosis;
• (viii)treatment;
• (ix)prevention or cure of any condition;
• (x)emergency or crisis intervention.

Nothing in the Services is intended to diagnose, treat, cure, mitigate, monitor, or prevent any disease, disorder, condition, or symptom.

You must not use the Services as a substitute for licensed medical, psychological, psychiatric, therapeutic, or other professional care.

If you are experiencing a medical emergency, mental health crisis, thoughts of self-harm, or any emergency situation, do not rely on the Services. Contact 911, 988, or an appropriate emergency provider immediately.

The Services may include access to practitioners, guides, facilitators, coaches, mentors, or other contributors (“Practitioners”).

Unless we explicitly state otherwise in writing, Practitioners:

• (i)are not employees of Ascencious by virtue of being listed or available through the platform;
• (ii)are not licensed therapists, psychologists, psychiatrists, physicians, attorneys, financial advisors, or other licensed professionals acting in such professional capacity through the Services;
• (iii)may not hold formal certifications, licenses, or credentials;
• (iv)provide only general wellness discussion, personal development input, spiritual discussion, reflective support, lifestyle coaching, or personal opinion.

No Practitioner interaction constitutes:

• (i)therapy;
• (ii)certified counseling;
• (iii)mental health treatment;
• (iv)medical care;
• (v)legal advice;
• (vi)financial advice; or
• (vii)any licensed professional service.

No professional-client, therapist-patient, physician-patient, fiduciary, advisory, privileged, or confidential treatment relationship is created between you and Ascencious or between you and any Practitioner through the Services unless a separate written agreement expressly states otherwise.

You are solely responsible for evaluating any Practitioner, any information they provide, and any decision you make based on such interactions.

Some practitioners record their live sessions. When a session is recorded, Zoom asks for your consent as the recording starts, and you may leave the session instead. A recording is made for you and your practitioner only: each of you receives a copy through Ascencious, and nobody else sees it. We keep a recording for one year after the session, or until your account or the practitioner's account is deleted, and then we remove it. By staying in a recorded session you agree to be recorded.

Ascencious may allow users to discover, book, message, follow, or interact with practitioners, guides, coaches, facilitators, creators, mentors, readers, or similar participants.

Practitioners are independent participants and are not employees, agents, partners, joint venturers, healthcare providers, therapists, counselors, or representatives of Ascencious solely because they appear on the platform. Practitioners are responsible for their own statements, services, availability, pricing, credentials, conduct, and compliance with applicable law.

Ascencious may remove, suspend, restrict, or limit any practitioner at any time if we believe doing so is necessary to protect users, comply with law, enforce our policies, reduce risk, or preserve platform integrity.

The Services may use words such as healing, energy, frequency, activation, alignment, regulation, embodiment, shift, spiritual support, elevation, clearing, transformation, rewiring, or similar terms. These terms are used in a subjective, spiritual, educational, metaphorical, or experiential sense only unless expressly stated otherwise.

They do not constitute:

• (i)medical claims;
• (ii)clinical claims;
• (iii)scientific efficacy claims;
• (iv)therapeutic guarantees;
• (v)or representations of physiological or psychological outcomes.

Individual experiences vary, and no result is promised or guaranteed.

Ascencious may provide access to AI-powered features, including chatbots, recommendation tools, astrology-based outputs, wellness suggestions, reflection prompts, and personalized content suggestions. AI-generated responses are generated by automated systems and may be inaccurate, incomplete, outdated, biased, inappropriate, or not suitable for your individual circumstances.

AI features are provided for general wellness, lifestyle, educational, informational, spiritual, entertainment, and self-reflection purposes only. AI-generated responses do not constitute medical advice, mental health advice, therapy, counseling, diagnosis, treatment, crisis support, legal advice, financial advice, or any other licensed professional service.

You should not rely on AI-generated responses for emergency situations, medical decisions, mental health decisions, safety decisions, legal decisions, financial decisions, or other important personal decisions.

If you use a feature that allows you to submit another person’s birth date, birth time, or birth location, such as a compatibility or relationship-based astrology feature, you represent and warrant that you have that person’s permission to submit their information for that purpose.

To use some parts of the Services, you may be required to create an account. You agree to:

• (i)provide accurate, current, and complete information;
• (ii)maintain and promptly update your information;
• (iii)keep your login credentials confidential;
• (iv)accept responsibility for all activities that occur under your account;
• (v)notify us promptly of any unauthorized use or security breach.

We may suspend or terminate accounts that contain false information, impersonate others, or otherwise violate these Terms.

Certain parts of the Services may require payment, subscription, or recurring billing.

• (a)Auto-Renewal

Unless otherwise stated, subscriptions may automatically renew until canceled.

• (b)App Store Billing

If you subscribe through Apple App Store or Google Play, billing, renewals, and cancellations are handled by that platform and governed by its terms. We do not control third-party billing systems.

• (c)Direct Billing

If we offer direct web billing, you authorize us and our payment processors to charge the payment method you provide for subscriptions, renewals, taxes, and any other agreed charges.

• (d)Price Changes

We may change pricing, subscription tiers, benefits, or features at any time, subject to applicable law and platform requirements.

• (e)Refunds

Except as required by law or expressly stated by us in writing, all purchases are final and non-refundable. If your purchase was made through a third-party app store, refund requests must generally be directed to that platform unless we expressly state otherwise.

• (f)Failed Payments

If payment fails, we may suspend, downgrade, or terminate access to paid features.

• (g)Cancellation and Renewal Charges

You may cancel a subscription at any time. When a subscription automatically renews, you authorize us or the applicable app store to charge the then-current price for the renewal term to your payment method on file, including applicable taxes, until you cancel. If you subscribed through the Apple App Store or Google Play, you must manage or cancel your subscription through your Apple or Google account settings, and cancellation takes effect at the end of the current billing period in accordance with that platform rules. If you subscribed through direct billing with us, you may cancel through your account settings or by contacting us at info@ascencious.com. To avoid being charged for the next billing period, you must cancel before the renewal date. Cancellation stops future renewals but does not entitle you to a refund of amounts already charged, except as required by law or as expressly stated by us in writing.

Certain services, sessions, subscriptions, courses, digital content, practitioner offerings, or premium features may be paid offerings. Prices, availability, cancellation rules, refund eligibility, taxes, fees, and payment methods may vary depending on the offering and the platform through which the purchase is made.

If a purchase is processed through Apple App Store, Google Play, Stripe, or another third-party payment processor, billing, refunds, renewals, cancellations, and payment disputes may be handled by that third party and may be subject to its terms.

Ascencious may establish different cancellation, rescheduling, refund, no-show, late-arrival, and chargeback rules for subscriptions, digital content, live sessions, group sessions, practitioner services, and other offerings.

Practitioners may offer live one-to-one sessions (“Live Sessions”), prerecorded content such as meditations and courses (“Digital Content”), and personalized content created for you after purchase, such as a recorded reading (“Made-to-Order Content”) (together, “Offerings”). Practitioners set their own prices and are responsible for the Offerings they provide. Ascencious collects payment on the practitioner’s behalf and handles checkout, order support, and refunds. Your payment to Ascencious for an Offering satisfies your payment obligation to the practitioner for that order.

If you have a problem with a purchase, contact us at info@ascencious.com before disputing the charge with your bank or card issuer. We may suspend or restrict accounts associated with chargebacks we reasonably believe are fraudulent or abusive.

Pay for Offerings only through the Platform. Ascencious is not responsible for services, payments, or refunds arranged directly with a practitioner outside the Platform. Please report any practitioner who asks you to pay outside the Platform for an Offering listed on Ascencious.

The Platform may display events posted by practitioners or other users. Unless we state otherwise, Ascencious does not organize, host, or sell tickets to these events. Ticket purchases, refunds, attendance, and event safety are solely between you and the event organizer, and any external ticketing site is governed by its own terms.

Practitioners, creators, or contributors may receive payouts or revenue shares based on the terms separately agreed with Ascencious. Ascencious may deduct platform fees, commissions, refunds, chargebacks, taxes, payment processing fees, penalties, adjustments, or other amounts permitted under the applicable practitioner or creator agreement.

Ascencious may delay, hold, offset, or withhold payouts where reasonably necessary to investigate disputes, suspected fraud, policy violations, user complaints, refund requests, chargebacks, legal obligations, or platform risk.

The Services may include virtual items, digital rewards, and a rewards program, including crystals, points, badges, collectible items, streak rewards, and similar in-app features (collectively, “Virtual Items”). The following terms govern all Virtual Items.

• (a)No Ownership or Cash Value

Virtual Items, including any points balance or assigned point value, have no cash value and are not money, currency, stored value, or property. They are not redeemable or exchangeable for cash, money, or any monetary instrument, except where we expressly state otherwise in writing or where required by applicable law. Any reference to a point value, conversion rate, or equivalent amount is provided only to describe in-app redemption options and does not give Virtual Items any real-world monetary value. You do not own Virtual Items. Instead, you receive a limited, personal, non-transferable, non-sublicensable, revocable license to use Virtual Items within the Services.

• (b)How Virtual Items Are Earned

Virtual Items may be earned through ordinary use of the Services, such as logging in, completing check-ins, posting content, completing meditations, building sessions, or other activities we designate. We may change the activities that earn Virtual Items, the amounts awarded, and the availability of Virtual Items at any time. Some Virtual Items may be awarded on a randomized basis, and where randomized items are offered, the likelihood of receiving a particular item is determined by us and is not guaranteed.

• (c)Redemption

Where we offer redemption, you may redeem Virtual Items only for the in-app benefits, features, discounts, or items we make available, subject to any conditions, minimums, or limits we set. Redemption options may change or end at any time. Virtual Items cannot be redeemed for cash and cannot be combined, transferred, gifted, sold, traded, or assigned to any other user or account, except through features we expressly provide.

• (d)Changes, Expiration, and Forfeiture

We may modify, suspend, reduce, recalculate, expire, or eliminate Virtual Items and the rewards program at any time, including by adjusting earning rates, point values, redemption options, or balances. Virtual Items may expire. If your account is suspended or terminated, or if you violate these Terms, you may forfeit all Virtual Items without compensation. We are not liable for the loss, deletion, expiration, or inability to use any Virtual Items, including losses caused by errors, outages, account issues, or changes to the Services.

• (e)No Purchase Required

Virtual Items are earned through use of the Services and are provided for entertainment and engagement only. The rewards program is not gambling, a lottery, or a game of chance for money, and no purchase is required to participate.

• (f)Promotions and Prize Drawings. We may offer sweepstakes, drawings, or other promotions in which Virtual Items may be used as entries. Each promotion is governed by its official rules, which are incorporated into these Terms by reference and control in the event of a conflict. No purchase is necessary to enter, and promotions are void where prohibited. Entrants who are Minors must have the permission of a parent or legal guardian, who agrees to the official rules on the Minor's behalf. Any prize won by a Minor will be awarded in the name of, and delivered to, the Minor's parent or legal guardian, who may be required to execute an affidavit of eligibility, a liability release, and, except where prohibited, a publicity release.

Subject to your compliance with these Terms, Ascencious grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your personal, non-commercial use.

You may not:

• (i)copy, reproduce, distribute, publicly display, or publicly perform the Services except as expressly allowed;
• (ii)modify, adapt, translate, reverse engineer, decompile, or disassemble any part of the Services except where prohibited by law from restricting such activity;
• (iii)scrape, extract, crawl, or data-mine the Services;
• (iv)resell, rent, lease, sublicense, or exploit the Services commercially without our written permission;
• (v)remove copyright, trademark, or proprietary notices.

The Services, including all software, designs, branding, trademarks, text, recordings, meditations, scripts, graphics, compilations, audio, video, logos, interfaces, and content made available by Ascencious (“Company Content”), are owned by or licensed to Ascencious and are protected by intellectual property and other laws.

Except for the limited license granted above, no right, title, or interest in the Services or Company Content is transferred to you.

If you provide us with any feedback, suggestions, ideas, improvements, reviews, or other input regarding the Services (collectively, “Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, and sublicensable license to use, reproduce, modify, publish, and otherwise exploit the Feedback for any purpose, without any obligation to compensate you and without any confidentiality obligation. Feedback is provided voluntarily, and we are free to use it without restriction.

Ascencious may allow creators, practitioners, or other contributors to upload or provide meditations, audio, video, written content, courses, recordings, images, music, visuals, profile materials, or other content.

By submitting creator or contributor content, the contributor represents and warrants that they own or have all rights necessary to provide the content and that the content does not infringe, misappropriate, or violate the rights of any third party.

Contributors grant Ascencious a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to host, store, reproduce, modify, format, display, distribute, promote, perform, make available, and otherwise use such content in connection with operating, marketing, improving, and providing the Services, unless a separate written agreement provides otherwise.

Ascencious respects intellectual property rights and expects users, practitioners, and creators to do the same. Users may not upload, post, distribute, or make available content that infringes or violates another person’s copyright, trademark, publicity rights, privacy rights, or other intellectual property rights.

Ascencious may remove content, restrict accounts, or terminate repeat infringers in appropriate circumstances. Copyright owners or their authorized agents may contact Ascencious at info@ascencious.com to submit a copyright complaint.

A copyright complaint should include sufficient information to identify the copyrighted work, the allegedly infringing material, contact information for the complaining party, a statement of good-faith belief, a statement that the information is accurate, and a physical or electronic signature.

• (a)Designated Agent

Notices of claimed copyright infringement should be sent to our designated agent at info@ascencious.com with the subject line “DMCA Notice.” We may update this contact information from time to time.

• (b)Counter-Notification

If your content was removed or disabled and you believe the removal resulted from a mistake or misidentification, you may submit a counter-notification to info@ascencious.com. A counter-notification should include your physical or electronic signature; identification of the material that was removed and the location where it appeared before removal; a statement under penalty of perjury that you have a good-faith belief the material was removed or disabled as a result of mistake or misidentification; your name, address, and telephone number; and a statement that you consent to the jurisdiction of the federal court for the judicial district in which your address is located, or, if your address is outside the United States, any judicial district in which we may be found, and that you will accept service of process from the person who provided the original notice or that person agent. If we receive a valid counter-notification, we may restore the removed material in accordance with the Digital Millennium Copyright Act unless the original complainant first files a court action.

• (c)Repeat Infringers

We maintain a policy of terminating, in appropriate circumstances, the accounts of users, practitioners, or creators who are repeat infringers.

You may be able to post, upload, transmit, message, publish, or otherwise submit content, including text, comments, photos, audio, video, profile information, messages, reactions, and other materials (“User Content”).

You retain whatever ownership rights you may have in your User Content, but you grant Ascencious a broad license to use it as described below.

• (a)License to Ascencious

By submitting User Content through the Services, you grant Ascencious a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable license to host, store, reproduce, modify, adapt, publish, translate, format, display, distribute, perform, create derivative works from, analyze, use, and otherwise exploit that User Content for the purpose of:

• (i)operating the Services;
• (ii)displaying your content to intended audiences;
• (iii)improving the Services;
• (iv)training moderation and safety workflows;
• (v)preventing abuse;
• (vi)enforcing policies;
• (vii)promoting the Services;
• (viii)complying with law; and
• (ix)protecting users and the platform.

This license survives for a commercially reasonable period after deletion to the extent necessary for backups, legal compliance, dispute resolution, fraud prevention, safety enforcement, or technical retention.

• (b)Your Representations

You represent and warrant that:

• (i)you own or control the rights necessary to submit the User Content;
• (ii)your User Content does not infringe, misappropriate, or violate the rights of any person or entity;
• (iii)your User Content does not violate any law or these Terms.

You agree not to use the Services to:

• (i)violate any law or regulation;
• (ii)harass, threaten, stalk, abuse, defame, or exploit others;
• (iii)post content that is hateful, violent, sexually exploitative, graphic, misleading, fraudulent, or otherwise harmful;
• (iv)impersonate any person or entity;
• (v)submit false credentials or misleading professional claims;
• (vi)provide unlicensed professional services as though licensed;
• (vii)promote self-harm, violence, illegal activity, or dangerous conduct;
• (viii)collect data from other users without authorization;
• (ix)interfere with, disrupt, damage, or overload the Services;
• (x)upload malicious code, bots, scripts, spyware, or harmful material;
• (xi)bypass moderation, account restrictions, or security measures;
• (xii)use the Services to market or solicit without permission;
• (xiii)post content that invades privacy or violates publicity rights;
• (xiv)use the Services for emergency, crisis, or medical response purposes.

We may determine, in our sole discretion, whether conduct violates these Terms.

Ascencious may provide social, community, messaging, profile, posting, sharing, group, or interactive features. User-generated content is created by users and does not necessarily reflect the views of Ascencious.

Users may encounter content that is inaccurate, offensive, triggering, misleading, unsafe, harmful, or otherwise objectionable. Ascencious does not guarantee that user-generated content will be accurate, appropriate, safe, reviewed, or removed immediately.

Users may be able to report, block, mute, hide, or otherwise limit interactions with other users, depending on available features. Ascencious may review reports and take action in its sole discretion.

To protect users, preserve platform integrity, and enforce our rights, Ascencious reserves the right, but not the obligation, to:

• (i)review, monitor, access, analyze, remove, or restrict User Content, profile information, and account activity;
• (ii)investigate complaints, reports, and suspected violations;
• (iii)review direct messages or other communications made through the platform where necessary for safety, abuse prevention, legal compliance, or enforcement;
• (iv)preserve evidence and account records;
• (v)cooperate with law enforcement or lawful requests;
• (vi)suspend, limit, or terminate accounts;
• (vii)remove content with or without notice.

You acknowledge that you have no right to require us to publish, maintain, restore, or continue displaying any content or account.

Your use of the Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference.

The Services may integrate with or link to third-party websites, platforms, payment processors, app stores, analytics providers, social platforms, or external services. We do not control and are not responsible for third-party services, content, policies, availability, or practices.

Your use of third-party services is at your own risk and may be subject to separate terms and privacy policies.

If you download, access, subscribe, or make purchases through Apple App Store, Google Play, or another third-party platform, your use may also be governed by that platform’s terms, policies, billing rules, refund rules, and privacy practices.

Ascencious does not control third-party platform billing, approval processes, refund decisions, device permissions, app review requirements, subscription management, or account systems. You are responsible for complying with any applicable third-party platform terms.

• (a)Apple App Store

If you download or use the application from the Apple App Store, the following additional terms apply. These Terms are between you and Ascencious only, and not with Apple Inc. (“Apple”). Apple is not responsible for the application or its content. Apple has no obligation to furnish any maintenance or support services for the application. If the application fails to conform to any applicable warranty, you may notify Apple, and Apple may refund the purchase price, if any; to the maximum extent permitted by law, Apple will have no other warranty obligation with respect to the application. Apple is not responsible for addressing any claims by you or any third party relating to the application or your possession or use of it, including product liability claims, claims that the application fails to conform to any legal or regulatory requirement, and claims arising under consumer protection, privacy, or similar legislation. Apple is not responsible for investigating, defending, settling, or discharging any third-party claim that the application or your use of it infringes that third party intellectual property rights. You represent and warrant that you are not located in a country subject to a U.S. Government embargo or designated as a terrorist-supporting country, and that you are not listed on any U.S. Government list of prohibited or restricted parties. You acknowledge and agree that Apple and Apple subsidiaries are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right, and will be deemed to have accepted the right, to enforce these Terms against you as a third-party beneficiary.

• (b)Google Play

If you download or use the application from Google Play, you agree to comply with the Google Play Terms of Service and any applicable usage rules. Google and its affiliates are not parties to these Terms and are not responsible for the application or the Services.

We may, at any time and without liability:

• (i)modify, suspend, or discontinue any part of the Services;
• (ii)add, remove, or change features;
• (iii)impose usage limits;
• (iv)change eligibility requirements;
• (v)alter content offerings, subscription benefits, or pricing;
• (vi)fix errors or security issues.

We do not guarantee that the Services, or any particular feature, content, or Practitioner, will always be available, uninterrupted, or error-free.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.”

ASCENCIOUS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF:

• (i)MERCHANTABILITY;
• (ii)FITNESS FOR A PARTICULAR PURPOSE;
• (iii)TITLE;
• (iv)NON-INFRINGEMENT;
• (v)QUIET ENJOYMENT;
• (vi)ACCURACY;
• (vii)AVAILABILITY;
• (viii)RELIABILITY; and
• (ix)THAT THE SERVICES WILL MEET YOUR EXPECTATIONS OR PRODUCE ANY PARTICULAR RESULT.

We do not warrant that:

• (i)the Services will be uninterrupted, secure, or error-free;
• (ii)content will be accurate, complete, or reliable;
• (iii)User Content or Practitioner content will be safe, appropriate, or lawful;
• (iv)defects will be corrected;
• (v)the Services are free of viruses or harmful components.

You knowingly and voluntarily assume all risks arising from your use of the Services, including risks associated with:

• (i)meditation and reflective practices;
• (ii)sound-based or emotionally evocative content;
• (iii)community participation;
• (iv)interactions with Practitioners;
• (v)reliance on User Content;
• (vi)adverse emotional responses, discomfort, or dissatisfaction;
• (vii)account review, moderation, or removal of content.

You are solely responsible for determining whether the Services are appropriate for you.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ASCENCIOUS LLC AND ITS AFFILIATES, OWNERS, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, VENDORS, SUCCESSORS, AND ASSIGNS (THE “ASCENCIOUS PARTIES”) SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, OPPORTUNITY, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO:

• (i)THE SERVICES;
• (ii)THESE TERMS;
• (iii)USER CONTENT;
• (iv)PRACTITIONER INTERACTIONS;
• (v)COMMUNITY ACTIVITY;
• (vi)ACCOUNT SUSPENSION OR TERMINATION;
• (vii)PRIVACY OR SECURITY INCIDENTS;
• (viii)OR YOUR RELIANCE ON ANY CONTENT OR INFORMATION.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE ASCENCIOUS PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE GREATER OF:

• (i)THE AMOUNT YOU PAID TO ASCENCIOUS FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR
• (ii)ONE HUNDRED U.S. DOLLARS (US $100).

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

You agree to defend, indemnify, and hold harmless the Ascencious Parties from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to:

• (i)your access to or use of the Services;
• (ii)your User Content;
• (iii)your interaction with any Practitioner or other user;
• (iv)your violation of these Terms;
• (v)your violation of any law, regulation, or third-party right;
• (vi)any claim that your User Content infringes or misappropriates any third-party right.

We reserve the right to assume exclusive defense and control of any matter subject to indemnification, and you agree to cooperate fully.

We may, in our sole discretion and without prior notice, suspend, restrict, disable, or terminate your access to all or part of the Services at any time for any reason or no reason, including if we believe you have violated these Terms, created risk, exposed us or others to liability, or acted inconsistently with the spirit of the Services.

Upon termination:

• (i)your license to use the Services ends immediately;
• (ii)we may delete or disable access to your account and content, subject to legal and operational retention needs;
• (iii)certain provisions of these Terms will survive, including ownership, disclaimers, limitation of liability, indemnity, dispute resolution, and any other provisions that by their nature should survive.

The provisions of these Terms that by their nature should survive termination or expiration will survive, including, without limitation, provisions relating to ownership and intellectual property, user content licenses, Virtual Items, disclaimers, assumption of risk, limitation of liability, indemnification, dispute resolution and arbitration, governing law, and these general provisions. Termination of your account or these Terms does not relieve you of any obligations incurred before termination.

Please read this section carefully. It affects your legal rights.

• (a)Informal Resolution First

Before filing any claim, you agree to first contact us at info@ascencious.com and attempt to resolve the dispute informally. If a dispute is not resolved within 30 days after notice, either party may pursue formal resolution as permitted below.

• (b)Binding Arbitration

Except for the exclusions below, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between you and Ascencious shall be resolved exclusively by final and binding arbitration, rather than in court.

• (c)Arbitration Rules

The arbitration shall be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect, except as modified by these Terms. The AAA's rules are available at http://www.adr.org. If the AAA is unavailable or unwilling to administer the arbitration, the parties shall select an alternative arbitral forum by mutual agreement. Any in-person hearing shall be conducted in the county where you reside or at another mutually agreed location, or, at either party's election, by videoconference, in accordance with the AAA's rules. The seat of the arbitration shall be Wisconsin.

• (d)Individual Basis Only

YOU AND ASCENCIOUS AGREE THAT ALL CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY ONLY, AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, MASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

• (e)Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, MASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING AGAINST ASCENCIOUS.

• (f)Exceptions

Either party may bring:

• (i)an individual action in small claims court if eligible;
• (ii)an action for injunctive relief related to intellectual property, unauthorized access, misuse, confidentiality, or security matters;
• (iii)claims that cannot legally be arbitrated.
• (g)Opt-Out

You may opt out of this arbitration provision by emailing info@ascencious.com within 30 days of first accepting these Terms, stating your full name, account email, and a clear statement that you wish to opt out of arbitration. This opt-out applies only to the arbitration and class-action-waiver provisions in this Section 33; all other provisions of these Terms remain in full force and effect.

These Terms are governed by the laws of the State of Wisconsin, without regard to conflict-of-law principles, except to the extent preempted by federal law or overridden by applicable consumer protection law.

If a dispute is permitted to proceed in court rather than arbitration, you and Ascencious consent to exclusive jurisdiction and venue in the state or federal courts located in Wisconsin, unless applicable law requires otherwise.

You acknowledge that unauthorized use of the Services, infringement of intellectual property, misuse of Company Content, platform abuse, or violations of these Terms may cause irreparable harm for which monetary damages may be insufficient. We may seek injunctive or equitable relief without posting bond to the extent permitted by law.

By using the Services, you consent to receive communications from us electronically, including by email, in-app notice, or website posting. You agree that such communications satisfy any legal requirement that communications be in writing.

If you provide your mobile number and opt in, we may send you text messages, including service messages and, where you consent, marketing messages. Message and data rates may apply, and message frequency varies. You may opt out of marketing text messages at any time by replying STOP to a message from us or by following the instructions provided, and you may reply HELP for help. Opting out of marketing messages may not stop service-related or transactional messages. Your consent to receive marketing text messages is not a condition of purchasing any goods or services.

We may update these Terms from time to time. The updated version becomes effective when posted, unless otherwise stated. If changes are material, we may provide additional notice, such as through the app, website, or email.

Your continued use of the Services after updated Terms are posted constitutes your acceptance of the revised Terms.

We are not liable for any delay or failure to perform, or for any unavailability, interruption, or degradation of the Services, resulting from causes beyond our reasonable control, including acts of God, natural disasters, fire, flood, severe weather, epidemics or pandemics, war, terrorism, civil unrest, labor disputes, governmental action, changes in law, power or internet failures, network or hosting outages, third-party service or platform failures, and cyberattacks. If such an event occurs, our affected obligations are suspended for the duration of the event.

If any provision of these Terms is found unlawful, void, or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

If the class action waiver is found unenforceable as to a particular claim and that determination is not subject to appeal, then that claim shall proceed in court and not in arbitration, to the extent required by law.

Our failure to enforce any provision of these Terms is not a waiver of our right to do so later.

You may not assign or transfer these Terms or any rights under them without our prior written consent. We may assign these Terms freely, including in connection with a merger, acquisition, reorganization, sale of assets, or by operation of law.

These Terms, together with the Privacy Policy and any other policies or disclosures expressly incorporated by reference, constitute the entire agreement between you and Ascencious regarding the Services and supersede prior or contemporaneous understandings relating to the same subject matter.

Ascencious LLC

Email: info@ascencious.com