Please read and do an electronic signature by entering your name and clicking "agree" at the end of the page. YOUR APPLICATION CANNOT BE APPROVED WITHOUT YOUR FIRM'S AUTHORIZED ELECTRONIC SIGNATURE AGREEING TO THE FOLLOWING TERMS AND CONDITIONS.
1. I am a corporate officer, partner or owner of the Company named in this Application and am authorized to legally bind the Company.
2. I have reviewed this Application and represent that the data and statements contained therein are true and correct, and are an accurate description of the Company’s policies, resources, products and services marketed as a specialty advertising distributor. I UNDERSTAND AND ACCEPT THAT IF ANY OF THE INFORMATION THAT I HAVE PROVIDED CONCERNING THIS APPLICATION IS FALSE, ASI MAY DELIST MY COMPANY AS AN ASI LISTED DISTRIBUTOR, BILL ME OR MY COMPANY FOR THE COST OF ATTEMPTING TO VERIFY THE FALSE INFORMATION AND/OR TAKE ANY AND ALL APPROPRIATE LEGAL ACTIONS. I FURTHER AGREE, THAT MY COMPANY OR SHALL BE RESPONSIBLE FOR ALL COSTS (INCLUDING LEGAL COSTS) THAT ASI MAY INCUR IN PURSUING SUCH ACTIONS.
3. Your assigned ASI Number and listing in ASI databases, publications and services requires that the Company comply with ASI membership requirements and pay membership dues.
4. ASI may rely on the data. All or part of the data, together with pertinent information concerning the Company obtained from ASI Network suppliers and distributors, may be set forth in the ASI Credit Service, in ASI directories, and computer services and provided to other entities. ASI may request written or oral verification of the data and of the Company’s transactions, credit history and qualifications to be listed from the Company and from present and future subscribers of ASI services and from others. If not verified to its satisfaction, ASI may refuse to list the Company as a distributor and may withdraw the affected data from future reports and literature. Upon request, the Company will promptly and accurately complete, sign and return to ASI periodic distributor listing updates, annual surveys or similar documents. If ASI determines that the Company is no longer actively and regularly engaged in the business as stated in this Application, or if the Company fails to provide requested updates or fails to meet listing criteria, ASI, in its sole discretion, may delist the Company and withdraw its ASI Identification Number.
5. The official ASI Identification Number, (the “ASI Number”) licensed to the Company is property of and is a part of the ASI confidential, proprietary and copyrighted distributor numbering system. The ASI Number will be used SOLELY in connection with the conduct of the Company’s business as a specialty advertising/promotional products distributor and for use SOLELY by the Company, and may not be assigned, transferred or otherwise made available for use by any other entity or individual. The ASI Number is intended for the purpose of identifying your Company to the ASI Distributor and Supplier Network and does not imply ASI endorsement of your Company’s products or policies. The Company shall take no action to indicate that it has ownership of the number.
6. The Company further agrees: to maintain the confidentiality of all proprietary, confidential or copyrighted 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 distributor of specialty advertising products; and will not furnish such information, in any form, to any other company or individual other than to identify the Company to a vendor for purposes of purchasing products or obtaining lines of credit.
7. In the event the Company breaches any of the terms and conditions stated herein, ASI, in its sole discretion, may in addition to its other legal remedies: obtain reimbursement of its legal fees incurred in curing such breach; delete the Company’s listing from the ASI database reports and literature; withdraw permission to use the number; and/or discontinue other ASI services. Upon request, the Company shall immediately return to ASI all confidential, proprietary or copyrighted materials, including copies.
8. ASI will use reasonable efforts to avoid errors in reporting the data in this Application to authorized suppliers. The entire liability of ASI and the Company’s exclusive remedy in the event of ASI error shall be for ASI to promptly attempt to correct those errors that are reported by the Company to ASI.
9. Each of those individuals listed in this Application as an officer, partner or owner of the Company, as well as those individuals who may be added from time to time by the Company, may be relied upon by ASI as having authority to represent and make changes on behalf of the Company in connection with the data in this Application, unless and until ASI receives notification in writing from the Company that such individual does not have such authority.
10. 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, 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 APPLICATION AND MEMBERSHIP FEE.
11. Applicant agrees that these terms and conditions and their application shall be governed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflicts of law. By submitting this application, Applicant agrees that any action at lawsuit in equity or other judicial proceeding concerning the application or the terms and conditions shall be decided exclusively by and in a state or federal court in Pennsylvania and accordingly consents to the exclusive jurisdiction and venue of the Common Pleas Courts of Bucks County, Pennsylvania or the United States Federal District Court for the Eastern District of Pennsylvania.
12. The Company shall be obligated and be responsible for the proper performance of these terms and conditions by its representatives, employees, agents and independent contractors.
13. 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.
14. ASI may at any time require verification by an Officer of your Company and verification by an outside CPA auditor (secured at your expense) that the Company meets the listing qualifications, as well as verification of the accuracy and completeness of the data, set forth in this Application.
15. 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.
16. ASI reserves the right, in its sole discretion, whether to approve or deny any listing application.
17. 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.
18. 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.
ESP & OTHER SERVICES TERMS AND CONDITIONS
From time to time ASI will remind you of the Terms of Use for the various ASI products and services you may be licensing. The terms and conditions below apply to you and your company to the extent you have elected to use the products and services:
Non-Transferable - License Agreement
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 (To the extent you have selected these services). ASI grants and You accept a limited, non-transferable, and non-exclusive license to use ESP and ACE (if selected) (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. A named user shall not share their license code, user name or password with any other person or entity. Only employees of Your Company may beassigned 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 (1/2) 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, nontransferable, 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. (To the extent you have selected these 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 up to four (4) PromoShops ("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.
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 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.11) 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 terms of this Agreement will apply for as long as you license the services requested. 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. If the Agreement shall terminate before the anniversary date, the Company shall remain responsible for a pro-rated fee at the then-current rates until all of the requirements set forth herein have been satisfied, including the return of the ASI Information Services and material. Upon termination of this Agreement, all rights and obligations shall end except for Sections 5, 6, 7, 9, 10, 11, and 13, 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 IV2 % 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. If ASI incurs any costs in collecting unpaid amounts, you will be responsible for all such costs, including but not limited to
reasonable attorney fees.
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, JURISDICTIONS 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. PROMOSHOP. CGI scripts will not be accepted. In addition, PromoShop sites cannot contain electronic shopping carts, encrypted order forms, or password protection, which is unauthorized by ASI. Traffic-counter scripting is also not permitted.
PromoShop 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.
CONTENT. ASI reserves the right to reject or cancel any advertising or website content or links 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.
You shall indemnify, defend and hold ASI harmless against any cause of action, claim or expense, including attorneys' fees and court costs, arising from publication of supplier's material based on samples or information furnished by You including, without limitations, any patent, trademark, copyright, or similar infringement action or dispute or any other cause of action between or among suppliers, distributors, distributor clients and/or third parties that might arise as a result of such information or photos appearing in Your PromoShop presentation.
13. CHAT ROOMS AND OTHER INTERACTIVE SERVICES.
You agree not to:
Post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane, indecent or otherwise objectionable information of any kind, including without limitation, any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law.
Post or transmit any information, software or other material which violates or infringes upon the rights of others, including material which is an invasion of privacy or publicity rights or which is protected by copyright, trademark or other proprietary right, or derivative works with respect thereto, without first obtaining permission from the owner or right holder.
14. 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 AND THE ASI SHOW MAY COMMUNICATE WITH YOU AND USE THE TELEPHONE, E-MAIL AND FACSIMILE CONTACT INFORMATION YOU HAVE PROVIDED.
I hereby authorize and consent for the company/organization noted on this document to receive faxes or emails sent by or on behalf of ASI®, The ASI Show!®, and ASI Computer Systems™ to the fax numbers and e-mail addresses provided in this document.
I certify that I am authorized to sign this agreement on behalf of the company for which it is submitted.