TERMS, CONDITIONS, AND CANCELLATION POLICY

CANCELLATION POLICY:

(1) Every ASCENSION ORACLE appointment/session is paid in full at the time it is scheduled. For a FULL REFUND, please make sure to cancel your appointment/session AT LEAST 24 HOURS prior to your scheduled appointment/session. NOTE: Refunds for your appointment/session, which you cancel fewer than 24 HOURS before the appointment/session, are UNAVAILABLE.

(2) Every TAILORED PERSONAL RETREAT is paid in full at the time it is scheduled. For a FULL REFUND, please make sure to cancel your TAILORED PERSONAL RETREAT AT LEAST 7 DAYS prior to your scheduled TAILORED PERSONAL RETREAT. NOTE: Refunds for your TAILORED PERSONAL RETREAT, which you cancel fewer than 7 DAYS before the TAILORED PERSONAL RETREAT, are UNAVAILABLE.

TERMS AND CONDITIONS

These Terms and Conditions (“Agreement”) set forth the terms and conditions under which ASCENSION ORACLE LLC (“ASCENSION ORACLE”) will permit users to schedule and/or purchase services (“Services”) and/or provide access to certain Materials through ASCENSION ORACLE website located at www.AscensionOracle.com (“Website”). The Agreement sets forth the terms and conditions under which you, interacting with ASCENSION ORACLE as a client, independent contractor, and/or counterparty (herein referred to collectively as “Client”) may receive such Services and/or use such Materials.

THIS AGREEMENT GOVERNS CLIENT’S PURCHASE OF AND ASCENSION ORACLE PROVISION OF SERVICES AND CLIENTS’ USE OF THE MATERIALS MADE AVAILABLE BY ASCENSION ORACLE. BY ACCEPTING THIS AGREEMENT WHEN CHECKING OUT THROUGH THE WEBSITE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, CLIENT AGREES TO THE TERMS OF THIS AGREEMENT. ASCENSION ORACLE RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO CHANGE OR MODIFY PORTIONS OF THIS AGREEMENT AT ANY TIME. CLIENT’S CONTINUED USE OF THE SERVICES AND/OR MATERIALS AFTER THE DATE ANY SUCH CHANGES BECOME EFFECTIVE CONSTITUTES ITS ACCEPTANCE OF THE NEW TERMS.

1. SERVICES GENERALLY; PROPRIETARY RIGHTS.

a. ASCENSION ORACLE has the sole right to control and direct the means, manner, and method by which the Services required by this Agreement will be performed.

b. ASCENSION ORACLE shall not be required by the CLIENT to devote full time to the performance of the Services required by this Agreement and is free to set its own scheduled work hours, time off, and vacation time at its own discretion.

c. ASCENSION ORACLE shall have the right to use third parties, including employees of ASCENSION ORACLE’s affiliates and subsidiaries in performance of its obligations and Services hereunder.

d. CLIENT shall cooperate with ASCENSION ORACLE as reasonably requested by ASCENSION ORACLE to enable ASCENSION ORACLE to perform the Services.

e. Subject to all limitations and restrictions contained herein, ASCENSION ORACLE grants CLIENT a nonexclusive, non-sublicensable, non-transferable, term, revocable right to use Materials as intended as set forth herein, including without limitation for purposes of receiving Services. “Materials” means any work or product resulting from the Services performed hereunder by ASCENSION ORACLE, or any of the documents, videos, webinars, audio, materials (including without limitation, class materials), reports, or methods ASCENSION ORACLE uses, and or other materials created by ASCENSION ORACLE, and any right to or interest in any trademark, copyright, patent, proprietary or other intellectual property right therein. CLIENT shall not acquire any interest in such Materials except as otherwise set forth herein. CLIENT irrevocably acknowledges that it has no ownership interest in the Materials provided to CLIENT. ASCENSION ORACLE reserves all rights not specifically granted herein. Any result or creation derived from the use of the Services is ASCENSION ORACLE’s property and shall constitute Materials. CLIENT agrees that no proprietary materials created in connection with this Agreement are “works made for hire” as that term is used in connection with the U.S. Copyright Act. To the extent that, by operation of law, CLIENT owns any intellectual property rights in such proprietary materials, CLIENT hereby irrevocably assigns and transfers to ASCENSION ORACLE all rights, title and interest in such proprietary materials. Notwithstanding any other term of this Agreement, ASCENSION ORACLE shall have, and CLIENT hereby grants to ASCENSION ORACLE, a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual, non-exclusive license to use or incorporate into the Services any suggestions, customizations, enhancement requests, recommendations or other feedback provided by CLIENT relating to the Services.

2. FEES AND TAXES.

a. CLIENT shall pay ASCENSION ORACLE the applicable fees for the Services and/or Materials. If payment is not received when due, ASCENSION ORACLE reserves the right to, in addition to taking any other action at law or equity, to (i) charge interest on past due amounts at one and a half percent (1.5%) or the highest interest rate allowed by law, whichever is less, and to charge all expenses of recovery (including reasonable attorneys’ fees), (ii) suspend ASCENSION ORACLE’s provision of Services and CLIENT’s license to the Materials until overdue amounts are paid in full, including any interest assessed on the overdue amounts, and (iii) terminate this Agreement.

b. The fees, and other amounts required to be paid hereunder do not include any amount for taxes or levy (including interest and penalties). CLIENT shall reimburse ASCENSION ORACLE and hold ASCENSION ORACLE harmless for all sales, use, VAT, excise, property or other taxes or levies which ASCENSION ORACLE is required to collect or remit to applicable tax authorities. This provision does not apply to ASCENSION ORACLE’s income or franchise taxes, or any taxes for which CLIENT is exempt, provided CLIENT has furnished ASCENSION ORACLE with a valid tax exemption certificate.

3. CONFIDENTIALITY.

a. During this Agreement, CLIENT may have access to ASCENSION ORACLE’s information that is considered confidential by the other. This information may include, but is not limited to, proprietary materials, technology, know-how, procedures, processes, protocols, specifications, usage metrics, strategic plans, designs, systems, software object code and source code, documentation, sales and marketing plans, results of testing, Materials, client information, personal information, financial information, product information, proposed business arrangements, methods of operation and compilations of data (“Confidential Information”).

b. CLIENT shall use ASCENSION ORACLE’s Confidential Information only for the purposes of this Agreement and is not permitted to disclose ASCENSION ORACLE’s Confidential Information to any third party without ASCENSION ORACLE’s prior written consent in each instance. CLIENT shall maintain the confidentiality of ASCENSION ORACLE’s Confidential Information in the same manner in which it protects its own Confidential Information of like kind, but in no event shall CLIENT take less than reasonable precautions to prevent the unauthorized disclosure or use of CLIENT’s Confidential Information.

c. CLIENT is permitted to disclose ASCENSION ORACLE’s Confidential Information as legally required in response to a court order, subpoena, administrative proceeding and/or similar legal process; provided that it gives ASCENSION ORACLE prompt written notice of the request, and an opportunity to defend and/or attempt to limit or prevent the disclosure of its Confidential Information. The confidentiality provisions of this Agreement do not apply to information that is or becomes generally available or known to the public through no act or omission of CLIENT; was received lawfully from a third party through no breach of any obligation of confidentiality owed to ASCENSION ORACLE; or created by CLIENT independently of its access to or use of ASCENSION ORACLE’s Confidential Information.

d. Upon termination of this Agreement or ASCENSION ORACLE’s request, CLIENT shall promptly return ASCENSION ORACLE’s Confidential Information and shall not use ASCENSION ORACLE’s Confidential Information for its own, or any third party’s benefit. The provisions of this Section shall survive termination of this Agreement for so long as the Confidential Information remains confidential.

4. LIMITED WARRANTIES; EXCLUSION OF CERTAIN WARRANTIES.

a. ASCENSION ORACLE and CLIENT warrant that each has the right to enter into this Agreement and that the Agreement shall be executed by an authorized representative of each party.

b. Each party shall comply with all applicable federal and state laws and regulations relating to its obligations under this Agreement.

c. THESE LIMITED WARRANTIES ARE IN LIEU OF, AND ASCENSION ORACLE HEREBY WAIVES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ASCENSION ORACLE DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE SUCCESSFUL IN ANY WAY OR THAT ANY SPECIFIC RESULTS WILL BE OBTAINED.

5. RESTRICTIVE COVENANTS. During the term of this Agreement, and for a period of two (2) years after the termination of this Agreement, CLIENT shall not solicit any person employed by ASCENSION ORACLE, or induce any such person to leave his or her employment with ASCENSION ORACLE. Both ASCENSION ORACLE and CLIENT agree that the restrictions contained in this Agreement are reasonable and necessary to protect ASCENSION ORACLE’s ongoing business interests and allow it to continue to take advantage of ownership opportunities in the context of its professional practice. If any court or tribunal determines any of these restrictive covenants to be unenforceable, because they are too broad in terms of the length of time, geographic area, or nature of activities covered, or for any other reason, their scope shall be automatically restricted to the extent necessary to be enforced by such court or tribunal. If any provision is held invalid, void or unenforceable, the remaining provisions shall be in effect without being impaired or invalidated.

6. EQUITABLE REMEDIES. The parties acknowledge that upon a breach of Sections 1, 3 and/or 5, ASCENSION ORACLE’s damages may be irreparable or impossible to measure. ASCENSION ORACLE shall therefore be entitled to equitable relief upon any breach of such Section, including but not limited to an ex-parte temporary restraining order, or a temporary or permanent injunction to enforce the terms of this Section. This Section is not intended to limit in any way the nature or amount of the rights and remedies available to ASCENSION ORACLE upon a breach of Sections 1, 3 and/or 5 by CLIENT. Any requirement for ASCENSION ORACLE to demonstrate irreparable harm for a violation of Sections 1, 3 and/or 5 of this Agreement shall be satisfied by the introduction of this Agreement into evidence.

7. TERM AND TERMINATION OF AGREEMENT.

a. This Agreement will be effective upon CLIENT’s purchase of Services, license of Materials or receipt of the foregoing, whichever comes first. This Agreement and/or any Order may be terminated by either party (a) on thirty (30) days written notice to the other party if the other party fails to perform any other material obligation required of it hereunder, and such failure is not cured within such thirty (30) day period; or (b) by a party if the other party files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern. ASCENSION ORACLE may terminate this Agreement and/or any Order upon written notice to CLIENT.

b. Upon expiration, termination, or non-renewal of this Agreement, CLIENT shall (i) pay all amounts then due to ASCENSION ORACLE; and (ii) shall cease use of and return to ASCENSION ORACLE or destroy (at ASCENSION ORACLE’s discretion) any and all copies, in whole or in part, of any and all Materials and Confidential Information of ASCENSION ORACLE.

c. All Sections of this Agreement related to ownership, privacy, indemnification, confidentiality, limitations of liability, and any other subject that would, by its nature, be deemed to survive termination of this Agreement, will survive the termination or expiration of this Agreement.

8. LIMITATION ON LIABILITY. REGARDLESS OF THE FORM OF ACTION OR THEORY OF RECOVERY, IN NO EVENT SHALL ASCENSION ORACLE, ITS EMPLOYEES, REPRESENTATIVES, VOLUNTEERS, AGENTS, OR CONTRACTORS BE LIABLE TO CLIENT IN CONNECTION WITH THIS AGREEMENT FOR: (A) ANY INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF ASCENSION ORACLE IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES; (B) LOST PROFITS, LOST REVENUE, LOST BUSINESS EXPECTANCY, BUSINESS INTERRUPTION LOSSES, OR LOSS OF DATA; AND/OR (C) DIRECT DAMAGES IN AN AMOUNT IN EXCESS OF $100.

9. NON-WAIVER. The failure of ASCENSION ORACLE or CLIENT to exercise any rights under this Agreement at any time shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach. No waiver by either party of a breach of any term hereof shall be construed as a waiver of any subsequent breach of that term or of any other term of the same or of a different nature. No waiver shall be binding upon a party unless in writing signed by that party.

10. INDEPENDENT CONTRACTOR RELATIONSHIP. The relationship between ASCENSION ORACLE and CLIENT is that of independent contractor. Nothing in this Agreement shall be construed as creating a relationship between ASCENSION ORACLE and CLIENT of joint venturers, partners, employer-employee, or agent. Neither party has the authority to create any obligations for the other, or to bind the other to any representation or document.

11. NOTICES. Any notice given in connection with this Agreement shall be given in writing and delivered either by hand to the other party or by certified mail, return receipt requested. Notices may also be given by email to a party at that party's email address. Notices to ASCENSION ORACLE shall be sent to 140 BELL ROCK BLVD., SEDONA, AZ 86351. Notices to CLIENT shall be sent to the email address then on file with ASCENSION ORACLE. Any party may change its address or email address stated herein by giving notice of such change in accordance with this provision. Notice shall be deemed to have been given when personally delivered; three (3) business days after having been mailed by certified or registered mail, return receipt requested; or one (1) business day after an email is sent.

12. ASSIGNMENT OF AGREEMENT. Neither party may assign this Agreement, in whole or in part, without the other party’s prior express written consent, which shall not be unreasonably withheld or delayed. Any attempted assignment without such consent shall be void. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.

13. CHOICE OF LAW; JURISDICTION. This Agreement will be governed by the laws of the State of Arizona, excluding its conflict of laws provisions. Any dispute under this Agreement, or related to this Agreement, shall be brought in the State or federal courts located in the State of Arizona and the parties hereby consent to the exclusive jurisdiction thereof.

14. ENTIRE UNDERSTANDING. This Agreement, including any Exhibits attached hereto, constitute the entire understanding and agreement between the parties regarding the subject matter hereof and it cannot be changed or modified orally. Any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect. The parties acknowledge that each party and its counsel had an opportunity to or have reviewed and approved this Agreement, and the parties hereby agree that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments or exhibits hereto.

15. SEVERABILITY. If any part of this Agreement shall be held to be unenforceable, invalid, or illegal, either legislatively or judicially, such provision will be severed from this Agreement and the rest of the Agreement shall remain in full force and effect. If any term or provision of this Agreement shall be declared to be illegal or unenforceable, it shall not affect the validity or enforceability of any other term or provision hereof.

16. FORCE MAJEURE. It shall not be a material breach of this Agreement, and (except for CLIENT’s payment obligations) neither party shall be liable to the other, if prevented from performing its duties or responsibilities under this Agreement by reason of any fire or other casualty, acts of God, earthquake, floods, explosions, interrupted power supply, sabotage, war, riots, acts of terrorism; inability to procure or a general shortage of labor, equipment, facilities, materials or supplies in the open market; strikes, court orders, laws, regulations, or orders of government or military authorities; or any other cause not within the control of such party whose performance is delayed.

17. CANCELLATION POLICY. Every ASCENSION ORACLE appointment/session is paid in full at the time it is scheduled. For a FULL REFUND, please make sure to cancel your appointment/session AT LEAST 24 HOURS prior to your scheduled appointment/session. NOTE: Refunds for your appointment/session, which you cancel fewer than 24 HOURS before the appointment/session, are UNAVAILABLE. Every TAILORED PERSONAL RETREAT is paid in full at the time it is scheduled. For a FULL REFUND, please make sure to cancel your TAILORED PERSONAL RETREAT AT LEAST 7 DAYS prior to your scheduled TAILORED PERSONAL RETREAT. NOTE: Refunds for your TAILORED PERSONAL RETREAT, which you cancel fewer than 7 DAYS before the TAILORED PERSONAL RETREAT, are UNAVAILABLE.