Disclaimer, Ownership and Liability. ASI will make reasonable efforts to reproduce your (the use of "My", "You", "Your" or "advertiser" shall mean you or your company for which You are signing/accepting this agreement) graphics and color as near to original as reasonably possible and to send Your e-mail as scheduled, but makes no guarantees in this regard. All material prepared by ASI for Your e-mail and remains the sole property of ASI. ASI shall not be liable for damage or expense caused by an inadvertent act of omission or commission in the preparation and production of Your e-mails, nor shall ASI be responsible for any delay in the transmission of your e-mail. DISCLAIMER. EXCEPT AS NOTED ABOVE, ALL SERVICES ARE PROVIDED "AS IS." ASI DISCLAIMS ANY AND ALL WARRANTIES WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY FOR INFORMATION, OR NON-INFRINGEMENT. IN NO EVENT SHALL ASI BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST REVENUES OR PROFITS REGARDLES OF THE FORM OF 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 FEE FOR THE E-MAIL PREPARATION (IF ANY) AND TRANSMISSION FEE THAT FORMS THE BASIS OF THE CLAIM. YOU UNDERSTAND THAT ASI CANNOT GUARANTEE DELIVERY OF YOUR E-MAIL TO ALL OF THE RECIPIENTS IN ASI'S E-MAIL DATABASE.
System Availability. If, as part of the service selected, Your e-mail is available on one or more Internet site(s). ASI will make reasonable efforts to ensure that the sites and systems responsible for hosting the site(s) are available. However, You understand and accept that, for technical, human error, maintenance reasons, and/or circumstances beyond our reasonable control, e.g., power outages, floods, systems failure, the Internet site(s) may not be available seven (7) days a week and twenty-four hours a day, and that ASI shall bear no responsibility for such down time.
Advertiser's Representation/ASI Right To Decline E-Mail. To the best of Your knowledge, use of the content You provide does not infringe upon any trademark, service mark, copyright or patent. You shall immediately notify ASI if there is a trademark, service mark, copyright or patent infringement claim concerning Your e-mail. In the sole discretion of ASI, ASI may delete content in Your e-mail that is alleged to infringe on another entity's intellectual property rights. ASI may decline to transmit and/or post an e-mail that it determines, in its sole discretion, to be obscene or inappropriate.
Advertiser Indemnification. You shall indemnify, defend and hold harmless the directors, officers, employees, representatives and agents of ASI and its affiliates and assigns and successors of the same against any cause of action, claim or expense, including, but not limited to, reasonable attorney fees and court costs, arising from publication of Your material based on photos, samples, material or other information furnished by You including, but not limited to, any patent, trademark, copyright or similar infringement action or dispute or any other cause or claim between, among or from suppliers, distributors, distributor clients and/or third parties that may arise as a result of photos, samples, material or other information furnished by Your e-mail or in other forums.
Opt-Out Notification Requirement and Indemnification. You understand that as a requirement of federal law, if a prior recipient of one of Your e-mails has requested not to receive e-mails from You, You are required to remove that e-mail from Your distribution list. You agree that You will provide ASI with any entity's e-mail address that has requested not to receive e-mails from You. ASI will then remove that e-mail address from its distribution list as it pertains to Your e-mail transmission. If You have received an opt-out request and do not provide ASI with that information, You agree that You will indemnify, defend and hold harmless the directors, officers, employees, representatives and agents of ASI and its affiliates and assigns and successors of the same against any cause of action, claim or expense including, but not limited to, reasonable attorney fees and court costs arising from or relating to Your failure to inform ASI of a recipient's prior request not to receive e-mails from Your company.
Payment Terms and ASI Rights. Payment terms are net 30 days. ASI reserves the right to impose a late fee of 1-1/2% per month (or any lower rate required by applicable law) on any unpaid balance. All reservations subject to ASI credit review and approval. ASI reserves the right to reject or cancel any e-mail for any reason at any time. Rates subject to change.
Cancellation Policy. Cancellation or rescheduling an e-mail within 72 hours of pre-determined live/transmission date will result in an additional fee of $100. If You cancel, one-time fees, such as set-up and service fees and any/all additional prep fees are non-refundable.
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 this Agreement shall be instituted only in federal and state courts for Bucks County, Pennsylvania. You agree to the exclusive jurisdiction of these courts.
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.
Entire Agreement. 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 Agreement may not be modified except in writing signed by an authorized agent of Your Company and an ASI officer.
