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OFFICIAL REFERRAL PROGRAMS TERMS AND CONDITIONS

Ascendient, on behalf of its affiliates and subsidiaries, (“Ascendient”) is offering You the opportunity to participate in a new student referral program (“Program”). These terms and conditions apply to the Program between You (either an individual or the authorized representative of a company or other entity) and Ascendient available through the exitcertified.com site (the “Site”) (“Agreement”). You are agreeing on behalf of yourself, a company or other entity to be bound by the terms and conditions of this Agreement. You are representing and warranting that You have the authority to act on behalf of, and otherwise bind, the company or other entity. In all such cases, each reference to "You" or "Your" in this Agreement shall refer to You or to the company or other entity You represent, as applicable.

PLEASE CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY FULLY COMPLETING THE REFERRAL FORM FIELDS, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, PLEASE REFRAIN FROM COMPLETING THE USER LOGIN AND INFORMATION FIELDS AND YOU WILL NOT BE AUTHORIZED TO PARTICIPATE IN THE PROGRAM. YOU ARE ENCOURAGED TO PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

Program Participation and Eligibility. In order to participate in the Program, You must be a current Ascendient student located in the United States or Canada and at least 18 years old. You must be a current student, which is defined as attending or paying for an Ascendient course in the past 12 months. Participation in the Program is prohibited where void by applicable law or regulation. If You have any outstanding payments due, or Your account is suspended, canceled, or terminated for any reason, You will not be eligible to participate in the Program. You may be required to use your company email address to be eligible for a reward; please refer to your organization's policies and requirements before leveraging this program.

Timing. Ascendient will accept valid referrals beginning at 12 am MST on November 1, 2019 and ending at 11:59 pm MST on November 1, 2024

Eligible Referees. Each eligible referee must purchase a course or a subscription within 90 days of Ascendient receiving the referral and must be verified by Ascendient (“Referee”). We reserve the sole right and discretion to disqualify a referral at any time. Existing customers/contacts who have a relationship with Ascendient will not be valid.

Referral Process. To provide a valid referral, you must provide a valid email address and any other required contact information. New students will only get the discount from clicking the custom tracking link either on the email referencing to the program or from an active social media link.

Rewards. If you submit and Ascendient accepts a valid referral, You will receive one Amazon.com eGift Card (“Reward”) and your Friend will receive 15% off the list price of his/her first purchase with Ascendient (discount only applies to courses listed at $2000 USD/CAD or greater. Some course exclusions apply and may or may not be listed on the website, but if a discount isn’t applied at checkout then the course isn’t applicable, discount also excludes exams and exam vouchers).

Gift cards* will be processed at these levels:

• $25 gift card when valid referral purchases courses listed at $500 to $999
• $50 gift card when valid referral purchases courses listed at $1000 to $1999
• $100 gift card when valid referral purchases courses listed at $2000 or greater

Purchase value also includes select courses not applicable for discount.

You can earn a maximum of 25 total Rewards per 12 month period. Rewards will be fulfilled upon verified attendance of the Referee in the applicable purchased course or the Referee’s purchase of a course or subscription, allow up to 60 days for reward processing. Restrictions may apply. For example, there may be a limitation on the number of referrals you can make, or if the Reward is in the form of a gift card or gift certificate, it may be subject to the issuer’s terms and conditions. Rewards may expire if not redeemed within a particular time frame, as identified by the issuer. Rewards are subject to verification. Ascendient may delay a reward for the purposes of investigation. Ascendient may also refuse to verify and process any transaction, change or terminate the Program, and cancel all unredeemed Rewards for any or no reason at any time. Rewards are not available where prohibited by your company policy or any statute or regulation. Government employees are generally not eligible to receive promotional items, such as the Reward. Rewards have no independent monetary value and may not be redeemed for cash. They are not transferable and may not be auctioned, traded, bartered or sold. Any attempt to sell or otherwise transfer a Reward shall be grounds for terminating your participation in the Program.

Restrictions. You agree not to:

• a. upload, transmit, post, e-mail or otherwise make available to the Site, any content or other material in any format that: (i) is false, inaccurate, misleading, fraudulent, unlawful (including, but not limited to, laws governing consumer protection, unfair competition, antidiscrimination, or false advertising), harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of another's privacy, libelous or otherwise objectionable; (ii) infringes any third party's intellectual property, whether a copyright, patent, trademark, trade secret, or other proprietary right or rights of publicity or privacy; or (iii) contains viruses, worms, Trojan horses, time bombs, cancelbots, easter eggs, corrupted files, or any other similar software or programs designed to interrupt, interfere, intercept, expropriate, destroy or limit the functionality of any data, personal information, computer software or hardware or telecommunications equipment;
• b. alter, remove, or falsify any attributions or other proprietary designations of origin or source of any other content appearing on the Site;
• c. impersonate any person or entity, including, but not limited to, any Ascendient official, or falsely state or otherwise misrepresent Your affiliation with a person or entity;
• d. attempt, through any means, to gain unauthorized access to the Site, or another user's account on the Site;
• e. use any robot, scraper, spider, other automatic device, or manual process to monitor or copy any information or content contained in or through the Site or perform any systematic retrieval of data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database or directory;
• f. create liability for Ascendient or cause Ascendient to lose (in whole or in part) the services of its information technology partners or other suppliers.

No Warranties. THE PROGRAM AND THE SITE AND ALL RELATED CONTENT AND SERVICES ARE PROVIDED “AS-IS”. EXITCERTIFIED MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE PROGRAM AND THE SITE OR ANY CONTENT PROVIDED ON OR THROUGH THE SITE WILL MEET YOUR REQUIREMENTS, BE ACCURATE, COMPLETE, OR TIMELY, OR THAT THE PROGRAM OR THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE.

EXITCERTIFIED AND ITS LICENSORS MAKE NO REPRESENTATION THAT, OR WARRANTIES THAT, THE PROGRAM, THE SITE OR ANY CONTENT ON OR THROUGH THE SITE IS APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. IF YOU ACCESS THE SITE OR THE PROGRAM FROM OUTSIDE THE UNITED STATES OF AMERICA, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS.

NEITHER EXITCERTIFIED, NOR ITS LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, DISTRIBUTORS, VENDORS, MARKETING PARTNERS, AFFILIATES OR SUBSIDIARIES MAKE ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO YOU, YOUR COMPANY, OR ANY OTHER PARTY WITH RESPECT TO THE PROGRAM OR THE SITE OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE IS EXPRESSLY EXCLUDED AND DISCLAIMED.

LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL EXITCERTIFIED OR ITS LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE PROGRAM OR THE SITE, EVEN IF EXITCERTIFIED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the exclusion of incidental or consequential damages, so some of the terms above may not be applicable to You.

Indemnification. You hereby acknowledge and agree to indemnify and hold harmless Ascendient, its licensors, and their respective affiliates, subsidiaries, assigns, officers, directors and employees from all costs and expenses (including reasonable attorneys’ fees) in the event of any third-party claim relating to Your: (a) breach of any term or condition of this Agreement; or (b) Your use or misuse of POURS.

General. As used herein, terms appearing in the singular shall include the plural and terms appearing in the plural shall include the singular. Where there is a conflict between this Agreement and any written contract between You and Ascendient, the terms of this Agreement as it pertains to You and Your use of the Program and the Site will apply. No rights, duties, agreements or obligations hereunder may be assigned or transferred by You, by operation of law, merger or otherwise, without the prior written consent of Ascendient. The obligations, rights, terms and conditions in the Agreement will be binding on the parties and their respective, permitted successors and assigns. The waiver, breach, or default of any provision in the Agreement will not be deemed a waiver, breach, or default of any other provision of the Agreement. Any provision prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions in the Agreement in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction. THIS AGREEMENT IS GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF Florida EXCLUDING ANY LAW OR PRINCIPLE WHICH WOULD APPLY THE LAW OF ANY OTHER JURISDICTION.

Cancellation, Termination or Modifications. Ascendient reserves the right to cancel, terminate or modify the Program, the Site, and the Agreement at any time without prior notice and at our sole discretion. You agree that Your continued participation in the Program constitutes acceptance of all of the terms and conditions, as modified.