Ascended, Inc.
Citizenship Agreement & Terms of Service
This Citizenship Agreement (this “Agreement”) contains the terms and conditions that govern your Citizenship in the Ascended Ecosystem (“Citizenship”), and is an agreement between you or the entity that you represent (“Buyer” or “you”) and Ascended Inc. (“Ascended” together with its and on behalf of any/all/other affiliated companies, partners, shareholders, employees and approved agents and official representatives of the above organization’s parent company and subsidiaries, or “the Company”). Buyer, and Company are herein referred to individually as a “Party” and collectively, as the “Parties”.
NOW, THEREFORE, in consideration of the mutual representations, warranties and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Company and Buyer hereby agree as follows:
Buyer acknowledges, understands and agrees to the following:
Ascended Inc. is developing ASCENDED (the “Ascended Ecosystem”) as further described in the Ascendia Technical White Paper (as it may be amended from time to time) (the “White Paper”); the intended purpose of ASCENDED is to facilitate the provision and receipt of services (collectively, the “Services”) through the network & platform of Ascended & our Ascendia Eco-Futuristic Resorts along with the Ascended software & Ascendia XR metaverse platform currently under development (the “Ecosystem”);
ARTICLE ONE: ACCEPTANCE OF AGREEMENT AND PURCHASE OF Citizenship
1.1 This Agreement shall be effective and binding on the Parties when Buyer:
(a) clicks the application “submit” button on the official https://ascendedlaunchpad.com website (the “Website”) to indicate that Buyer has read, understands and agrees to the terms of this Agreement and pays for their Citizenship.
and
(b) upon Company’s receipt of payment from Buyer. Buyer agrees to be bound on this basis, and confirms that Buyer has read in full and understands this Agreement and the terms on which Buyer is bound.
1.2 Website Terms of Use: Company has established Terms of Use, as may be amended from time to time, for the Website located at https://ascendedlaunchpad.com which are hereby incorporated by reference. Buyer has read, understands and agrees to those terms.
1.3 White Paper: Company has prepared the White Paper, which is available
at https://ascendedlaunchpad.com describing matters relating to the Ascended Ecosystem. The White Paper, as it may be amended from time to time, is hereby incorporated by reference. Buyer has read and understands the White Paper and its contents.
2.1 Not an Offering of Securities, Commodities, or Swaps: The sale of Citizenships are not securities, commodities, swaps on either securities or commodities or a financial instrument of any kind.
2.2 Not an Investment: Buyer should not participate in the Ascended Citizenship for investment purposes. ASCENDED Citizenship is not designed for investment purposes and should not be considered as a type of investment.
2.3 Not for Speculation: Buyer acknowledges and agrees that Buyer is not purchasing a Citizenship for purposes of investment, speculation, as some type of arbitrage strategy, for immediate resale or other financial purposes.
ARTICLE THREE: SECURITY AND DATA; TAXES
3.1 Security and Data Privacy:
1. Buyer’s Security: Buyer will implement reasonable and appropriate measures designed to secure access to:
1. any device associated with Buyer and utilized in connection with Buyer’s purchase of a Citizenship and any Tokens, if and when available;
2. private keys to Buyer’s wallet or account; and
3. any other username, passwords or other login or identifying credentials.
2. Additional Information: Upon Company’s request, Buyer will immediately provide to Company KYC & AML information and documents that Company, in its sole discretion, deems necessary or appropriate to comply with any laws, regulations, rules or agreements, including without limitation judicial process. Such documents include, but are not limited to, passport, driver’s license, utility bills, photographs of associated individuals, government identification cards, or sworn statements. Buyer consents to Company disclosing such information and documents in order to comply with applicable laws, regulations, rules or agreements. Buyer acknowledges that Company may refuse to distribute a Citizenship to Buyer until such requested information is provided.
3.2 Taxes: Buyer acknowledges, understands and agrees that:
1. the purchase and receipt of a Citizenship Interest may have tax consequences for Buyer;
2. Buyer is solely responsible for Buyer’s compliance with Buyer’s tax obligations; and
3. Company bears no liability or responsibility with respect to any tax consequences to Buyer.
5.1 Funds; Payments.
1. Funds: The funds, including any fiat, or cryptocurrency, Buyer uses to purchase a Citizenship are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and Buyer will not use the Citizenship to finance, engage in, or otherwise support any unlawful activities.
2. Payments: All payments by Buyer under this Agreement will be made only in Buyer’s name, from a digital wallet or bank account not located in a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force, and is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended, and the regulations promulgated thereunder by the Financial Crimes Enforcement Network, as such regulations may be amended from time to time.
5.2 Miscellaneous Regulatory Compliance:
1. KYC, Anti-Money Laundering and Counter-Terrorism Financing: To the extent required by applicable law, Buyer complies with all anti-money laundering and counter-terrorism financing requirements.
2. Sanctions Compliance: Neither Buyer, nor any person having a direct or indirect beneficial interest in Buyer, a Citizenship or being acquired by Buyer, or any person for whom Buyer is acting as agent or nominee in connection with a Citizenship, is the subject of OFAC or UN sanctions administered or enforced by the USA (collectively, “Sanctions”) or is organized, a national, citizen or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions.
6.1 Changes to the Ascended Ecosystem: The Ascended Ecosystem is still under development and may undergo significant changes over time. Although Company intends for the Ascended Ecosystem to have the features and specifications set forth in the White Paper, Company may make changes to such features and specifications for any number of reasons, and any party that adopts the Ascended Ecosystem and launches the Ascended Platform also may make changes, any of which may mean that the Ascended Platform does not meet Buyer’s expectations.
6.2 Project Completion: The development of the Ascended Ecosystem may be abandoned for a number of reasons, including, but not limited to, lack of interest from the public, lack of funding, lack of commercial success or prospects, or departure of key personnel.
6.3 Lack of Interest: Even if the Ascended Ecosystem is finished and adopted and the Ascended Platform is launched, the ongoing success of the Ascended Platform relies on the interest and participation of third parties like developers. There can be no assurance or guarantee that there will be sufficient interest or participation in the Ascended Platform.
6.4 Uncertain Regulatory Framework: The regulatory status of cryptographic tokens, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptographic tokens, digital assets, blockchain technology and its applications.
6.5 Risk of Government Action: As noted above, the industry in which the Company operates is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of Company and/or pursue enforcement actions against Company. Such governmental activities may or may not be the result of targeting the Company in particular. All of this may subject Company to judgments, settlements, fines or penalties, or cause Company to restructure its operations and activities or to cease offering certain products or services, all of which could harm Company’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on the development of the Ascended Ecosystem.
ARTICLE SEVEN: LIMITATION OF LIABILITY; INDEMNIFICATION
7.1 Limitation of Liability: To the fullest extent permitted by applicable law, Buyer disclaims any right or cause of action against the Ascended Inc. Parties of any kind in any jurisdiction that would give rise to any Damages whatsoever, on the part of any Ascended Inc. Party. Each of the Ascended Inc. Parties shall not be liable to Buyer for any type of Damages, even if and notwithstanding the extent a Ascended Inc. Party has been advised of the possibility of such Damages. Buyer agrees not to seek any refund, compensation or reimbursement from Ascended Inc., regardless of the reason, and regardless of whether the reason is identified in this Agreement.
7.2 Damages: In no circumstances will the aggregate joint liability of The Company, whether in contract, warrant, tort or other theory, for Damages to Buyer under this Agreement exceed the amount received by the Company from Buyer.
7.3 Force Majeure : Buyer understands and agrees that Company shall not be liable and disclaims all liability to Buyer in connection with any force majeure event, including acts of God, labor disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms, or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol.
7.4 Release: To the fullest extent permitted by applicable law, Buyer releases Ascended Inc. from responsibility, liability, claims, demands, and/or Damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between Buyer and the acts or omissions of third parties.
7.5 Indemnification:
a) To the fullest extent permitted by applicable law, Buyer will indemnify, defend and hold harmless and reimburse the Ascended Limited Parties from and against any and all actions, proceedings, claims, Damages, demands and actions (including without limitation fees and expenses of counsel), incurred by a Ascended Inc. Party arising from or relating to:
i. Buyer’s purchase of a Citizenship; ii. Buyer’s responsibilities or obligations under this Agreement;
iii. Buyer’s breach of or violation of this Agreement;
iv. any inaccuracy in any representation or warranty of Buyer;
v. Buyer’s violation of any rights of any other person or entity; and/or
vi. any act or omission of Buyer that is negligent, unlawful or constitutes willful misconduct.
b) Company reserves the right to exercise sole control over the defense, at Buyer’s expense, of any claim subject to indemnification under this Section 8.5. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between Buyer and Company.
ARTICLE EIGHT: DISPUTE RESOLUTION
8.1 Informal Dispute Resolution: Buyer and Company shall cooperate in good faith to resolve any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof (a “Dispute”). If the Parties are unable to resolve a Dispute within ninety (90) days of notice of such Dispute being received by all Parties, such Dispute shall be finally settled by Binding Arbitration as defined in Section 8.2 below.
8.2 Binding Arbitration: Any Dispute not resolved within 90 days as set forth in Section 8.1 shall be referred to and finally resolved by arbitration under the state of Delaware rules in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the Parties. The number of arbitrators shall be one who shall be selected by Company. The seat, or legal place, of arbitration shall be Delaware, USA. The language to be used in the arbitral proceedings shall be English. The governing law of the Agreement shall be as set forth in Section 9.1 herein. The arbitration award shall be final and binding on the Parties (“Binding Arbitration”). The Parties undertake to carry out any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets. Company and Buyer will each pay their respective attorneys’ fees and expenses. Notwithstanding the foregoing, the Company reserves the right, in its sole and exclusive discretion, to assume responsibility for any or all of the costs of the arbitration.
8.3 No Class Arbitrations, Class Actions or Representative Actions: Any dispute arising out of or related to this Agreement is personal to Buyer and Company and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
ARTICLE NINE: MISCELLANEOUS
9.1 Governing Law and Venue: This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the laws of the United States without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction.
9.2 Assignment: Buyer shall not assign this Agreement without the prior written consent of Ascended Limited. Any assignment or transfer in violation of this Section 9.2 will be void. The Company may assign this Agreement to an affiliate. Subject to the foregoing, this Agreement, and the rights and obligations of the Parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.
9.3 Entire Agreement: This Agreement, including the exhibits attached hereto and the materials incorporated herein by reference, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by any Ascended Inc. Party about Citizenships, the Ascended Ecosystem, the Ascended Platform, Blockchain Tokens or any other tokens on the Ascended Platform.
9.4 Severability: If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, inoperative or unenforceable for any reason, the provision shall be modified to make it valid and, to the extent possible, effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
9.5 Modification of Agreement: Company may modify this Agreement at any time by posting a revised version on the Website, available at https://ascendedlaunchpad.com. The modified terms will become effective upon posting. It is Buyer’s responsibility to check the Website regularly for modifications to this Agreement. This Agreement was last modified on the date listed at the beginning of this Agreement.
9.6 Termination of Agreement; Survival: This Agreement will terminate upon the completion of the annual Citizenship term unless renewed. Company reserves the right to terminate this Agreement, in its sole discretion, in the event that Buyer breaches this Agreement.
Upon termination of this Agreement:
a) all of Buyer’s rights under this Agreement immediately terminate;
b) Buyer is not entitled to a refund of any amount paid; and
c) Articles 3, 4, 6, 7, 8, 9, and 10 will continue to apply in accordance with their terms.
9.7 No Waivers: The failure by the Company to exercise or enforce any right or provision of this Agreement will not constitute a present or future waiver of such right or provision nor limit Company’s right to enforce such right or provision at a later time. All waivers by Company must be unequivocal and in writing to be effective.
9.8 Electronic Communications: Buyer agrees and acknowledges that all agreements, notices, disclosures and other communications that Company provides Buyer pursuant to this Agreement or in connection with or related to Buyer’s purchase of a Citizenship, including this Agreement, may be provided by Company, in its sole discretion, to Buyer, in electronic form.