Terms of Service

Document Reference: ASC-LEGAL-TOS-2026-FINAL Effective Date: January 26, 2026 Jurisdiction: Republic of Estonia Merchant of Record: Whop Inc.

1. PREAMBLE AND CONTRACTUAL RELATIONSHIP

1.1. Parties

These Terms of Service (hereinafter the "Agreement") constitute a legally binding contract between Ascendefy OÜ, a private limited company incorporated under the laws of the Republic of Estonia (hereinafter "Company", "we", or "us"), and the individual or legal entity purchasing or accessing the Services (hereinafter "User", "you", or "Subscriber").

1.2. Acceptance and Capacity

By clicking "I Agree," purchasing a subscription, or accessing the Services, you represent and warrant that you possess the legal capacity to enter into this Agreement. If you are entering into this Agreement on behalf of a business entity, you represent that you have the authority to bind such entity.

1.3. Merchant of Record

You acknowledge that Whop Inc. ("Whop") acts as the authorized reseller and Merchant of Record. While Whop processes your payment, the legal relationship regarding the provision of the Services is exclusively between you and the Company.

2. NATURE OF SERVICES AND USER CLASSIFICATION

2.1. Description of Services

The "Services" are strictly defined as the provision of access to digital educational content, information repositories, and community communication channels.

Important

The Services are provided on an "As Is" and "As Available" basis. The Company does NOT guarantee any specific outcome, result, financial return, or level of interaction with Company personnel unless explicitly stated in a separate written addendum.

2.2. Conformity of Digital Content

Pursuant to Directive (EU) 2019/770, the Services shall be deemed in conformity with the contract if the User is granted access to the digital environment (e.g., Discord/Whop) and the content contained therein. The User acknowledges that the "quality," "utility," or "value" of the information is subjective and does not constitute a valid basis for a claim of non-conformity.

2.3. Business-to-Business (B2B) Presumption

Given the nature of the Services (business education, entrepreneurship, financial strategies), the User is presumed to be acting in a professional or commercial capacity (i.e., as a "Trader" or "Business"). Accordingly, to the fullest extent permitted by law, consumer protection regulations intended for private individuals shall not apply.

3. INTELLECTUAL PROPERTY AND LICENSE

3.1. Ownership. The Company retains all right, title, and interest in and to the Content, including source code, video lectures, text, and proprietary methodologies, protected by the Estonian Copyright Act (Autoriõiguse seadus).

3.2. Limited License. The Company grants you a limited, revocable, non-exclusive, non-transferable license to access the Content for your individual use. This license does not include the right to download (unless functionality is provided), record, distribute, or sub-license the Content.

3.3. Anti-Piracy and Confidentiality. You agree to keep all Content confidential. You shall not:

  • (a) Share login credentials;
  • (b) "Rip" or scrape content;
  • (c) Upload Content to third-party platforms (e.g., YouTube, Telegram).

4. LIQUIDATED DAMAGES FOR PIRACY

4.1. Acknowledgement of Harm

The User acknowledges that the unauthorized distribution of the Content destroys the Company’s business model and causes damages that are difficult to quantify precisely.

4.2. Liquidated Damages Clause

In the event of a proven breach of Section 3.3, the User agrees to pay Liquidated Damages in the sum of $5,000.00 USD per violation.

Reasonableness: The User expressly agrees that this sum is a reasonable and proportionate pre-estimate of the anticipated loss (including investigation costs, lost revenue, and brand dilution) and is not a penalty.

4.3. Injunctive Relief

The Company shall be entitled to seek immediate injunctive relief to stop unauthorized distribution, in addition to monetary damages.

5. PAYMENT, RENEWAL, AND CANCELLATION

  • 5.1. Automatic Renewal (Subscription). Subscriptions automatically renew at the end of each billing cycle. You explicitly waive any right to receive a separate renewal reminder. You acknowledge that the subscription management tools are available 24/7 via the Whop Dashboard.
  • 5.2. Cancellation Policy. You may cancel your subscription at any time via Whop. Cancellation is effective at the end of the current billing period. No prorated refunds are issued for early cancellation.
  • 5.3. Chargeback Fraud. Initiating a chargeback without first exhausting the Whop Resolution Center process constitutes a material breach. The Company reserves the right to use this Agreement as compelling evidence to contest the dispute and may blacklist the User from future services.

6. STATUTORY RIGHT OF WITHDRAWAL (WAIVER)

6.1. Legal Basis for Waiver

Pursuant to § 53(4) of the Estonian Law of Obligations Act and Article 16(m) of the Consumer Rights Directive (2011/83/EU), the right of withdrawal does not apply to digital content once performance has begun.

6.2. Affirmative Consent

By checking the box "I Agree" at checkout and accessing the Content, you:

  • (a) Expressly consent to the immediate delivery of the digital content; and
  • (b) Explicitly acknowledge that you thereby lose your 14-day right of withdrawal.

6.3. Finality

All sales are final. Claims based on "subjective dissatisfaction" or "change of mind" are expressly rejected.

7. DISCLAIMERS AND LIMITATION OF LIABILITY

7.1. Earnings Disclaimer

The Company provides educational information only. We are not financial advisors.

  • (a) No Guarantee: We make no representation that you will achieve any specific financial result.
  • (b) Risk: Business involves risk. You assume full responsibility for your actions.
  • (c) Marketing Materials: Any income figures mentioned in marketing materials are illustrative of exceptional results and do not constitute a promise of performance.

7.2. Liability Cap

To the maximum extent permitted by applicable law, the Company’s total liability for any claim arising out of this Agreement shall be limited to the fees paid by the User in the six (6) months preceding the claim.

7.3. Exclusion of Indirect Damages

The Company shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profits, data, or goodwill.

8. PLATFORM MIGRATION AND AVAILABILITY

  • 8.1. Third-Party Dependence. The Services are delivered via third-party platforms (Discord, Whop). The Company is not liable for outages, bans, or data loss caused by these platforms.
  • 8.2. Service Continuity (Migration). The Company reserves the right to migrate the community to a functionally comparable platform at any time. Such migration does not constitute a "Material Degradation" of the Service, provided that access to the educational content is maintained.

9. USER CONDUCT AND TERMINATION

9.1. Professional Conduct

The Company reserves the right to terminate access immediately for:

  • (a) Harassment or abuse;
  • (b) Poaching/Spamming;
  • (c) Disparaging the Company publicly.

9.2. No Refund on Termination

If access is terminated for a violation of these Terms, the User forfeits all remaining subscription time and fees.

10. GOVERNING LAW AND DISPUTE RESOLUTION

  • 10.1. Jurisdiction. This Agreement is governed by the laws of the Republic of Estonia.
  • 10.2. Mandatory Pre-Dispute Resolution. Before filing any legal action, the Parties agree to attempt to resolve the dispute informally for a period of thirty (30) days by contacting the Company via the Whop Resolution Center.
  • 10.3. Exclusive Venue. Any unresolved dispute shall be submitted to the exclusive jurisdiction of the Harju County Court (Harju Maakohus) in Tallinn, Estonia. The User waives any objection to this venue based on forum non conveniens.

11. ENTIRE AGREEMENT (MERGER CLAUSE)

11.1. Integration

This Agreement, together with the Privacy Policy, constitutes the entire agreement between the parties.

11.2. Exclusion of External Representations

This Agreement supersedes all prior or contemporaneous agreements, representations, warranties, and understandings, whether written or oral.

CRITICAL: No statement, promise, or inducement contained in any marketing material, sales page, social media post, or direct message (DM) that is not explicitly contained in this Agreement shall be binding on the Company. If it is not in this document, it is not part of the deal.