READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES. IF YOU (THE USE OF “MY”, “YOU”, OR “YOUR” SHALL MEAN YOU OR YOUR COMPANY FOR WHICH YOU ARE SIGNING/ACCEPTING THIS AGREEMENT) DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR OTHERWISE USE THESE SERVICES. YOUR CLICKING ON THE BUTTON MARKED “I ACCEPT” AND/OR YOUR CONTINUED USE OF THE SERVICES INDICATES YOUR ACKNOWLEGMENT THAT YOU HAVE READ AND ACCEPTED THESE TERMS AND CONDITIONS.
CHANGE IN TERMS. Except for the annual licensing fee, ASI may make changes to this Agreement after providing You with sixty (60) calendar days notice. This change will be sent to You electronically or by other means. If the change is not acceptable to You, You may terminate this Agreement by providing ASI with thirty (30) calendar days written notice and receive a pro-rated refund. Continued use after these periods shall be considered acceptance of the new terms. The annual licensing fee for services may be changed only upon the annual renewal.
1. ESP LICENSE. ASI grants and You accept a limited, non-transferable, and non-exclusive license for one (1) named user to use ESP and ACE (collectively referred to as the "Software") only for Your business purposes. You shall not use or permit others to use the Software for any other person or entity. Named users shall not share their license code, user name or password with any other person or entity. Only employees of Your Company may be assigned a user name and password. If You become aware that any unauthorized person or entity is using a user name and/or password that has been assigned to You or one of Your employees, You shall immediately contact ASI to be issued a new password.
You shall not download, translate, de-compile, modify, rent, lease, data scrap, or reverse engineer the Software except You may download information as part of Your normal distributor sales/research presentation. Upon termination of the Agreement, You are responsible for erasing, discarding, or returning information that has been received, reproduced and/or stored during the use of the Software. You shall receive up to eight (8) hours of training per year. Any additional training shall be in one-half (½) hour increments at a rate of $15.00 per half-hour. THE SOFTWARE MAY NOT BE USED TO COMPETE WITH ASI OR ANY OF ITS AFFILIATES, NOR MAY IT BE USED TO OPERATE A SERVICE BUREAU.
2. ASI CENTRAL ACCESS LICENSE. ASI grants and You accept a limited, non-transferable, and non-exclusive license to access and use ASI Central only for Your business purposes. You shall not use or permit others to use ASI Central for any other person or entity. You shall not share or provide Your ASI Central password with/to any third party or entity.
3. ASI INTERNET SERVICES.
ASInternet Access License. ASI grants and You accept a limited, non-transferable, and non-exclusive license to access and use ASInternet® for your business purposes for your LogoMall site and for one (1) PromoShop (LogoMall® and PromoShop are collectively referred to as “ASInternet”). You shall not use or permit others to use ASInternet for any other person or entity. You shall not share or provide your ASInternet password with/to any third party or entity.
All Website Packages. ASI will host only those distributor sites that contain the ASInternet catalog of supplier products (those products that appear on LogoMall®) or domain addresses that are redirected to Your site containing this catalog. ASI reserves the right to reject or cancel any advertising or Web site content for any reason at any time. You shall indemnify, defend, and hold ASI harmless from any cause of action or claim for damages or costs, including attorneys’ fees, that arise directly or indirectly as a result of Your Web content, which also includes any content added or modified by You.
Prohibited Activities. You or Your company shall not take any action that jeopardizes the ability of ASI to efficiently host Internet sites for You or its other clients. Such actions include, but are not limited to, spamming, sending unsolicited E-mail that links to a site hosted by ASI, or sending unsolicited E-mail using an E-mail address hosted by ASI. The ASInternet system is designed for certain performance parameters. You are not permitted to exceed or to attempt to exceed such parameters. Exceeding or attempting to exceed such parameters may result in termination of this Agreement.
CGI Scripts. CGI scripts will not be accepted. In addition, ASInternet sites cannot contain electronic shopping carts, encrypted order forms, or password protection, which is unauthorized by ASI. Traffic-counter scripting is also not permitted.
Prepwork. ASI will make reasonable efforts to reproduce all graphics and color as near to original as possible, but makes no guarantees in this regard. All material prepared by ASI for publication on ASInternet is and remains the sole property of ASI. ASI shall not be liable for damage or expense caused by an act of omission or commission on the part of ASI in preparation and production of ASInternet website content. If additional prep fees are applicable (custom design), Your approval of these fees will serve to finalize this contract.
Domain Name Registration & Renewal. If selected, ASI will register a domain name for a one-time fee of $75.00 per domain. This fee covers domain name ownership for the first two (2) years. Subsequent renewal of the domain name will be the responsibility of the owner. As the owner of the domain name, You will be responsible for renewal payments. If transferring domain name to the ASI web server, or ASI is duplicating content from an existing domain, You hereby acknowledge that You are the owner of the domain name listed on this Agreement, have registered the domain name, and are authorized to use it. To the best of Your knowledge, use of the name listed and/or content does not infringe on any trademark, service mark, or copyright. In the event You receive notice of any such infringement, You shall immediately notify ASI and ASI may, with Your authorization or through the discretion of ASI, delete the name and/or content from the ASI server. You agree to defend, indemnify, and hold ASI harmless from and against claims of infringement.
4. SYSTEM AVAILABILITY. ASI will make reasonable efforts to ensure that the Software, ASInternet and ASI Central are available during normal business hours. ASI will make reasonable efforts to ensure that your website or access is available. However, you understand and accept that for technical, human error, loss of utilities, flooding, internet disruption and/or maintenance reasons, the Software, ASInternet and/or your website or access to the LogoMall database and/or ASI Central will not be available seven (7) days a week and twenty-four (24) hours a day and that ASI shall bear no responsibility for such downtime.
5. ADDITIONAL LICENSING REQUIREMENTS. All licenses are subject to You being an ASI member in good standing. You acknowledge that the Software, ASInternet, ASI Central, and ASI Quarterly Register (collectively referred to as “ASI Information Services”) provided contain material that is generated from copyrighted, confidential, and proprietary databases and are licensed for use ONLY in connection with the conduct of Your business as a distributor in the promotional products industry for product research and sourcing activities and information concerning the promotional products industry. The ASI Information Services and material are provided ONLY for the Company’s exclusive use and will be kept confidential by the Company. The Company accepts full responsibility for their authorized use. The ASI Information Services, any of the material in the ASI Information Services, or portions thereof may not be reproduced, transferred to machine-readable form or to electronic or mechanical storage devices or systems, nor may the material be downloaded, translated, decompiled, modified, data scraped, rented, leased, reverse engineered, sold, loaned, exchanged, transferred, or disclosed outside the Company without the written authorization of an ASI officer. You may, however, use the Software to make individual presentations to Your clients for purposes of selling promotional products. The ASI Information Services may not be used to compete with ASI or its affiliates. Data scraping or similar actions that are used to create databases derived from the databases contained in ASI Information Services are prohibited. You shall not use ASI Information Services to create or operate a service bureau.
6. DISCLAIMER. ASI shall not be responsible for any claim or damages arising from or connected with any inaccurate or incomplete information delivered to or for You through the ASI Information Services or other products and services provided to You as part of this Agreement (collectively referenced to as “ASI Services”). ASI shall not be responsible for any application of any data, pricing or results, intended or unintended, obtained through the use of the ASI Services. ASI shall not be responsible for the corruption of any of Your data, software, or equipment when used in conjunction with the ASI Services. ASI SERVICES ARE PROVIDED "AS IS.") ASI DISCLAIMS ANY AND ALL WARRANTIES WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ACCURACY FOR INFORMATION. IN NO EVENT SHALL ASI BE LIABLE FOR ANY INCIDENTAL, PUNITIVE, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, LOST REVENUES OR PROFITS REGARDLESS OF THE FORM OF THE ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ASI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE MAXIMUM LIABILITY OF ASI EXCEED THE ANNUAL LICENSING FEE.
7. TERM & TERMINATION. The term of this Agreement is for a period of one (1) year, unless terminated sooner as set forth below. After the initial term, the Agreement shall automatically renew for successive one (1) year terms at the then-current rates unless either party provides notice of termination to the other party thirty (30) days prior to the anniversary date. ASI may cancel this Agreement if You breach any provision of this Agreement or if You cease to be an owner or officer of the Company. UPON TERMINATION OR EXPIRATION OF THIS AGREEMENT, THE COMPANY WILL CEASE USE OF THE ASI INFORMATION SERVICES AND MATERIAL IN ITS POSSESSION AND WILL PROMPTLY RETURN THE SAME TO ASI. Upon termination of this Agreement, all rights and obligations shall end except for Sections 5, 6, 7, 9, 10, 11, and 12 which shall survive any termination.
8. PAYMENT TERMS, RETURNS, & POSTAGE CHARGES. Payment terms are net thirty (30) days. ASI reserves the right to impose a late charge of 1½ % per month (or any lower rate required by applicable law) on any unpaid balance. The charges include all costs except postage. In the event that the ASI Information Services become damaged, You will be responsible for a minimal replacement fee. (Please contact Your ASI Account Manager for the cost). Unless otherwise approved in writing or as set forth in this Agreement, there will be no cash refunds.
9. TITLE. You agree that ASI owns all proprietary rights, including patent, copyright, trade secret, trademark, and other proprietary rights in the ASI Information Services and material.
10. GOVERNING LAW, JURISDICTION, & ATTORNEY FEES. This Agreement shall be governed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflicts of law. Any action at law, suit in equity, or other judicial proceeding concerning this Agreement shall be instituted only in a state court in Bucks County, Pennsylvania or a federal court in the Eastern District of Pennsylvania. You agree to the jurisdiction and venue in these courts. You agree to reimburse ASI for its reasonable costs, including attorney fees, to enforce this Agreement.
11. WAIVER. The failure of either party to enforce any rights under this Agreement shall not be considered a waiver by that party as to subsequent enforcement of rights in the event of future breaches.
12. ENTIRE AGREEMENT, OTHER DOCUMENTS, & INTERPRETATION. This is the entire Agreement between the parties and supersedes all other written and oral arrangements between the parties relating to the subject matter hereof. The terms and conditions of this Agreement shall govern not withstanding any inconsistent or additional terms and conditions on any purchase order or other documents You submit to ASI. No presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by a particular party. If there is an inconsistency between this Agreement and a product or service specific agreement, the terms of the product or service agreement shall apply.
YOU AGREE THAT ASI, THE ASI SHOW AND ASI COMPUTER SYSTEMS MAY COMMUNICATE WITH YOU AND USE THE E-MAILAND FACSIMILE CONTACT INFORMATION YOU HAVE PROVIDED. |
