Terms and Conditions

At such time as this Company receives an ASI® Stitches Identification Number ("Number"), and the parties intending to be legally bound, it is agreed to as follows:

1. I am an officer, partner or owner of the firm named in this Stitches Information Form ("the Company") and am authorized to bind the Company to the following terms and conditions.

2. I have reviewed this StitchesInformation Form and represent that the data contained therein is true and correct, and is an accurate description of the Company's policies, resources and products marketed via specialty advertising distributors.

3. The Company understands and agrees that ASI will rely on the data and that all or part of the data, together with the pertinent information concerning the Company, which ASI is authorized to obtain from ASI members, will be set forth in the ASI database and other reports and literature furnished to ASI members. ASI may, from time to time, request written or oral verification of the data and if not given to its satisfaction, ASI may withdraw the affected data from future reports and literature. ASI may also obtain information from you and/or members relating to your business operations such as performance and quality of services and products. Upon request, the Company will promptly and accurately complete, sign and return to ASI periodic listing updates and similar documents. If ASI determines that the Company is no longer actively and regularly engaged in the business as stated in this listing update, if the Company fails to provide requested updates or fails to meet listing criteria, or conducts itself in a manner that is detrimental to the industry or distributors. ASI, in its sole discretion, may delist the Company and withdraw its number. The Company may also be delisted if it fails to pay outstanding ASI invoices.

4. The Company further understands and agrees that any Number that may be licensed to the Company is a part of the ASI confidential, proprietary and copyrighted supplier numbering system. The Number may be used ONLY as follows, and as further clarified in the ASI Logo Sheet, and for no other purpose:
A. To identify publicly distributed specialty advertising promotion material (such as media ads, catalogs and samples) that do NOT set forth the Company name (other than the line name), address or phone number.
B. To identify those specialty advertising materials that set forth the Company's address and phone number, but only if such materials are intended SOLELY for the specialty advertising industry and those of their employees or representatives authorized to receive such materials; and
C. The Number is for use SOLEY in connection with the conduct of the Company's business as a Stitches member in the specialty advertising market and for use SOLEY by the Company, and may not be assigned, transferred or otherwise made available for use by any other entity or individual, nor shall the Company take any action to indicate that it has ownership of the Number. Upon demand by ASI, the Company shall immediately cease using the Number.
D. Your assigned ASI Number and listing in ASI databases, publications and services require that the Company comply with ASI membership requirements and pay annual administrative fees. If you, any principal or the Company continue to use an ASI number after the Company has been delisted by ASI for any reason, you, any principal and/or the Company shall be responsible to pay ASI $5,000 for each quarter of the year or portion thereof that you, any principal or the Company continues to use an ASI number. You, any principal and/or the Company will be responsible for all costs incurred in collecting this fee. Any action under this provision is in addition to any and all other rights and remedies either in law or equity that ASI may bring to protect its rights.

5. The Company further agrees: to maintain the confidentiality of all proprietary, confidential databases or other copyrighted information, including the ASI numbering system (collectively "Information") received from ASI; not to copy, in whole or in part, or prepare any other work from such Information; not to transfer such Information to any electronic or mechanical addressing or data processing system; to use such Information only in connection with its business as a decorator of specialty advertising products and will not furnish such Information, in any form, to any other company or individual. The Company will not use any Information or the services or products it licenses from ASI to compete with ASI or any of ASI affiliates. Should your Company license a service or product from ASI or an ASI affiliate, it will be used in accordance with the terms and conditions of the service or product. ASI shall be entitled to pursue any and all remedies at law or in equity for any breach of these terms.

6. In the event the Company breaches any of these terms and conditions, or in the event any of its representation contained herein are not true and correct, ASI, at its sole discretion, may, in addition to its other legal remedies: delete the Company's listing from reports, databases and literature; withdraw permission to use the Number and/or discontinue other ASI services. Upon request, the Company shall immediately return to ASI, all ASI confidential, proprietary or copyrighted materials, including copies.

7. All those individuals listed in the Stitches Information Form as a "Principal Company Executive," "Primary Contact" or any officer, partner or owner of the Company, as well as those individuals who may be added from time to time by the Company in the aforementioned positions, may be relied upon by ASI to have authority to represent and make changes on behalf of the Company in connection with the data in the Decorator Information Form unless and until ASI receives notification in writing from the Company that such individual does not have such authority.

8. ASI reserves the right, in its sole discretion, whether to approve any listing/ membership application.

9. As a member of ASI, ASI shall list your services and company information in appropriate databases. The service and company information will be updated in accordance with Your level of advertising and marketing activity with ASI. ASI is providing the service "AS IS." ASI DISCLAIMS ANY AND ALL WARRANTIES WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL ASI BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, 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 OR 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 MEMBERSHIP FEE.

10. Governing Law and Jurisdiction. 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 lawsuit in equity or other judicial proceeding concerning the Agreement shall be instituted only in a state court in Bucks County, Pennsylvania or a federal court in the Eastern District of Pennsylvania. For purposes of enforcing Section 4 of this Agreement this jurisdictional provision shall survive any termination or expiration of this Agreement.

11. The initial term of your membership is one (1) year. After the initial term, your membership will automatically renew for successive one (1) year terms at the then-current rates with no refunds unless either party provides notice of termination to the other party thirty (30) days prior to the anniversary date. These terms and conditions shall be binding upon the Company's heirs, successors and permitted assigns. ASI reserves the right to impose a late charge of 1-1/2% per month (or any lower rate required by applicable law) on any unpaid balance. From time-to-time, ASI will send you special service offers for your billing acceptance. From time-to-time, ASI will send you special offers for your billing acceptance.

12. ASI products and services that are not part of your membership selection are available at a separate charge, and are not part of the listing requirements nor processing fee.

13. ASI reserves the right, in its sole discretion, whether to approve or deny any listing application.

14. The failure of ASI to partially or fully exercise any right or the waiver by ASI of any breach shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term or condition.

15. No presumption or burden of proof or persuasion shall be implied by virtue of the fact these Terms & Conditions were prepared by a particular party. These Terms & Conditions set forth the entire agreement between the parties on this subject and supersedes all prior negotiations, understandings and agreements between the parties concerning the subject matter. No amendment or modification of these Terms & Conditions shall be made except by a writing signed by an officer of the party to be bound thereby. Any terms and conditions submitted by you on any document shall not modify the terms of this Agreement.