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.
ASISECURE ACCESS LICENSE. ASI grants and you accept a limited, non-transferable, non-commercial and non-exclusive license to access and use ASISecure® for your business purposes. You shall not use or permit others to use ASISecure for any other person or entity. You shall not share or provide your ASISecure password with/to any third party or entity. You shall not download, translate, decompile, modify, rent, lease, or reverse engineer software or information from ASISecure. You shall not use information from ASISecure to create databases or to create a service bureau.
ASI PROPRIETRY INFORMATION. You shall not use ASISecure or your ASInternet website to compete with ASI or its affiliates. You acknowledge that ASISecure contains material that is generated from copyrighted and confidential and proprietary databases and are licensed for use ONLY in connection with the conduct of your business as a Supplier in the promotional products/advertising specialty industry. ASISecure is provided only for the Company’s exclusive use, and will be kept confidential by the Company. The Company accepts full responsibility for its authorized use. Any material on ASISecure or portions thereof may not be reproduced, transferred to machine-readable for or to electronic or mechanical storage devices or systems or may the material be rented, sold, loaned, exchanged, or transferred or disclosed outside the Company without the authorization of an ASI officer.
CATALOG PROCESSING/SELECTION. Any product information that appears on ESP Website/LogoMall ® will be those that appear on the ESP Online® ASI attempts to process all catalogs in a timely fashion; however, because of the volume, catalogs are not always processed as quickly as ASI or you would like. ASI will not be held responsible if your catalog is not processed as quickly as you would like. To assist us in processing your catalog, please promptly furnish us with your catalog as soon as it is printed. Distributor ESP Website/LogoMall participants have the option to select the suppliers that appear on their ESP Website/LogoMall site.
DISCLAIMER. ASI SHALL NOT BE RESPONSIBLE FOR ANY CLAIM OR DAMAGES ARISING FROM OR CONNECTED WITH ANY INACCURATE OR INCOMPLETE INFORMATION DELIVERED FOR YOU THROUGH ESP Website/LogoMall, ASI SHALL NOT BE RESPONSIBLE FOR ANY APPLICATION OF ANY DATA, PRICING OR RESULTS, INTENDED OR UNINTENDED, OBTAINED THROUGH THE USE OF ESP Website/LogoMall OR THE WEB SERVICES PROVIDED. ASI SHALL NOT BE RESPONSIBLE FOR THE CORRUPTION OF ANY OF YOUR DATA, SOFTWARE OR EQUIPMENT WHEN USED IN CONJUNCTION WITH ESP Website/LogoMall OR THE WEBSITE SERVICES. ESP Website/LogoMall AND THE WEBSITE 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 REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, (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 AGREEMENT FEE.
SYSTEM AVAILABILITY. ASI will make reasonable efforts to ensure that ESP Website/LogoMall is available during normal business hours. ASI will make reasonable efforts to ensure that access to the ESP Website/LogoMall database is available. However, you understand and accept that for technical, human error, loss of utilities, flooding, internet disruption and/or maintenance reasons, ESP Website/LogoMall 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.
TERM AND TERMINATION. The term of this Agreement is for a period of one (1) year from the date your data goes “live” unless terminated sooner as set forth below. Thereafter, the Agreement shall automatically renew for successive one (1) year terms. Any renewal shall be at then-current rates unless either party provides notice of termination to the other party thirty (30) days prior to the renewal.
ASI may cancel this agreement if you breach any provision of the Agreement or if you cease to be an owner of the Company. You agree to promptly notify ASI if you cease to be an owner or officer of the Company. UPON TERMINATION OF THIS agreement or expiration of this agreement, the company will cease use of ESP Website/LogoMall.
If Supplier decides to cancel at any time during subscription, that company must send ASI a letter with notice of the intent to cancel and be up-to-date with payments. All reservations subject to ASI credit review and approval. Payment is due and payable on an annual or quarterly basis. Finance charge applies on quarterly installments (0% on balance remaining after first payment.) Rates subject to change.
Upon cancellation, one-time fees, such as set-up and service fees and any/all additional prep fees billed prior to cancel notification is non-refundable.
ASI reserves the right to reject or cancel any advertising or content for any reason at any time.
Supplier 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 the Supplier 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 Supplier’s ESP Website/LogoMall presentation. If ASI receives a complaint that your material may infringe on another person’s or entity’s intellectual property rights, ASI may remove the alleged offending material until the matter is resolved.
PAYMENT TERMS. 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.
GOVERNING LAWSAND JURISDICATION. 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 for any action at lawsuit in equity or other judicial proceeding concerning the Agreement. The parties hereby agree to submit to exclusive jurisdiction and to venue in the Federal and State courts in the Commonwealth of Pennsylvania in Bucks County.
WAIVER. The failure of either party to enforce any rights under this agreement shall not be considered a waiver by that party as to the subsequent enforcement of rights in the event of future breaches.
ENTIRE AGREEMENT. This is the entire agreement between parties and supersedes all other written and oral agreements between the parties relating to the subject matter hereof. The Agreement may not be modified except in writing signed by an authorized agent of the Company and an ASI officer. In order to activate your products on ESP Website/LogoMall, you will need to submit materials to ASI within 90 days. After 90 days, your order will be canceled and any special pricing cannot be honored.
Any and all special promotional rates are good for a period of one year, unless otherwise indicated.
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
Last Modified on 5/18/2012