ASI Distributor Membership Application

Date: 06.06.2025

From time-to-time ASI will remind You of the Terms and Conditions 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

ASI SERVICES TERMS & CONDITIONS

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES. IF YOU (THE USE OF "MY", "YOU", OR "YOUR" SHALL MEAN YOU AND/OR YOUR COMPANY, INCLUDING ANY INDIVIDUALS YOU AUTHORIZE TO ACCESS OR USE THE PRODUCTS AND/OR SERVICES ON YOUR BEHALF FOR WHICH YOU ARE SIGNING/ACCEPTING THIS AGREEMENT) DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR OTHERWISE USE THESE PRODUCTS AND SERVICES. YOUR CLICKING ON THE BUTTON MARKED "I ACCEPT" AND/OR YOUR CONTINUED USE OF THE PRODUCTS AND SERVICES INDICATES YOUR ACKNOWLEDGMENT THAT YOU HAVE READ AND ACCEPTED THESE TERMS AND CONDITIONS. IF YOU USE ANY OF THE PRODUCTS AND/OR SERVICES, YOU ARE ALSO CONSENTING TO THESE TERMS. WE WILL CHANGE THEM OCCASIONALLY, SO PLEASE BE SURE YOU STAY UP TO DATE.
 
YOU UNDERSTAND THAT WE MAY UPDATE THE TERMS & CONDITIONS AND THAT SUCH UPDATE SHALL BE EFFECTIVE UPON YOUR CONTINUED USE OF THE ASI BUSINESS SERVICES.
 
A version of the Terms & Conditions becomes effective when it is first posted. The current Terms & Conditions supersede anything You may have already agreed to ASI Business Services, except to the extent you have a separate agreement with ASI.

CHANGE IN TERMS. Except for the annual licensing fee(s), ASI may make changes to this Agreement after providing them to You electronically. If the change is not acceptable to You, You may terminate this Agreement by providing ASI written notice and receive a pro-rated refund. Continued use after receiving the revised terms shall be considered acceptance of the new terms. Any service renewals shall be at the then-current rates unless either party provides notice of termination to the other party thirty (30) days prior to the renewal.

The terms and conditions below, to the extent You have select the products and/or services, apply to the following services: Software, ASI Central, ASInternet, ASI Access Internet, ESP Websites, ESP+ Websites, Company Stores,  ESP Websites Company Stores, ESP+ Stores, PromoShop, ESP Custom Websites, ASI SmartSales, ESP Orders, Distributor Network Manager,  Distributor Digital Services, SSL Certificate Services, ESP Websites Admin, Websites for Suppliers, Connect, Connect with Prospect Hunter,  Chatrooms, E-mail Marketing, PrintPortal, and service/options associated with any of the above services, for example, customer relationship management (“CRM”), artificial intelligence, their successor services or Beta Services (collectively referred to as "ASI Electronic Services”).  To license any ASI Electronic Services, You must be listed as an ASI member. There is a section entitled General Terms. General Terms apply to all ASI Business Services.

1. ESP+, ESP, & ESP MOBILE LICENSE. (Applies if a Distributor or Supplier selects these services.) ASI grants and You accept a limited, non-transferable, and non-exclusive license to use ESP+, ESP, or ESP with ACE including Mobile Applications and their respective successor products(if selected), through the use of Your personally assigned license code, for up to four named users (if selected), collectively referred to as the "Software" only for Your business purposes as a distributor or decorator in the advertising specialty industry. For limited supplier users and their agents who have not licensed the ability to view other suppliers’ products, the only business purposes are to verify and/or update the presentation of product, service, and pricing data as it appears on the Software and to send product information and price quotes to ASI distributors or decorators on an individual basis. Limited Supplier users and their agents may not use the Software for any other purpose. For supplier users who are licensed to view other suppliers’ products (does not include pricing), You have the same uses rights as a limited supplier user, and You may use the Software to view other suppliers’ products and services. All other restrictions apply. Except as specifically set forth herein, all supplier users and their agents may not use the Software or data to market Your products or services. You may not transfer the Software or data on the Software to any other party. Named users shall not share their license code, usernames or passwords with any person or entity. You shall not use or permit others to use the Software for any other person or entity. You shall not share Your usernames, passwords, or single sign on authentication information with any other person or entity. Only employees of Your Company or independent contractors with whom You have a written independent contracting agreement may be assigned a license code and username. All terms and conditions apply to Your independent contractors. If You become aware that any unauthorized person or entity is using a username and/or password that has been assigned to You or one of Your employees or independent contractors, You shall immediately change Your password. Neither concurrent use of the Software on two or more computers, e.g., simultaneous use of any assigned username and password, nor use of any software in a local area network or other network, is authorized without the written consent of an ASI officer and the payment of additional fees. You shall not translate, de-compile, modify, rent, lease, data scrape, benchmark with other software or reverse engineer the Software or the data. You must not use the Software or provide it or the data (including, but not limited to aggregation of data) to another person to compete with ASI or its affiliates or to operate a service bureau. Distributors and decorators may only use the data on the Software for product research or as part of making sales presentations to individual clients and for no other purposes. You may not permit ASI competitors to use or access the Software. You will not access the ASI Electronic Services through automated or non-human means, whether through a bot, script, or otherwise. While You license the Software, You may not develop any products or services that compete with any ASI or ASI affiliate products or services.

   Software Use Monitoring. ASI may analyze usage of the Software through session recording services (“Session Recording”). ASI utilizes Session Recording to collect information and analyze Your use of the Software, to improve the Software, and to tailor marketing recommendations within the Software. In connection with the Session Recording, ASI may collect and record Your scroll behavior, click behavior, custom events, page navigation flow, browser type, country, device ID, device type, operating system, and session code errors. You agree to the use of Session Recording in connection with Your use of the Software.

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. There are additional terms and conditions on the site that apply.

3. ESP ORDERS AND PRESENTATIONS. (For Orders applies if You select this service.) ASI will retain orders and presentations for a period of no more than three (3) years, provided you are still licensing ASI Business Services. ASI recommends You separately store a copy of all orders and presentations in the manner You typically preserve other business records. You are responsible for all information in Your ESP Orders and presentations. Prior to submitting an order through ESP Orders, ensure that all information on the order is correct.

   Except as noted below, ASI will not disclose personally identifiable information contained in any order. If You are part of a national or group sales entity, ASI, may disclose personally identifiable information to the corporate offices of such entity. For purposes of sending electronic orders directly to suppliers, for authentication purposes, ASI will exchange account information with suppliers who support electronic ordering. ASI may collect and use certain non-identifiable information and may aggregate data derived from the use of ESP Orders.

   CUSTOMER RELATIONSHIP MANAGEMENT (“CRM”) (Applies if Distributor selects this service.)  As part of CRM, you will be able to use e-mail. You agree that in using e-mail as part of the CRM You will comply with all laws and regulations governing e-mail, including, but not limited to, Controlling the Assault of Non-Solicited Pornography And Marketing Act (“CAN-SPAM”) and Canada’s Anti-Spam Legislation (“CASL”). You shall defend, indemnify, and hold ASI harmless from any cause of action or claim for damages or costs, including attorney fees, which result from Your use of CRM and/or the e-mail service. You understand that any inappropriate acts, e.g., violations of the above laws, spamming, inappropriate content, etc. when using the e-mail service may result in the suspension of e-mail services.

4. DISTRIBUTOR NETWORK MANAGER. (Applies if You select this service.) If You have licensed Distributor Network Manager services, You agree that You will only provide ASI Business Services to Your employees or independent contractors who work for Your company and who do not work for or assist a competitor of ASI.

5. ASI INTERNET SERVICES. (Applies if You select this service.)

   ASInternet Access License. ASI grants and You accept a limited, non-transferable, and non-exclusive license to access and use ASInternet®, as defined below, for Your business purposes for the ASInternet services selected. The ASInternet services consist of one or more of the following: ESP Website: Starter; ESP Website: eCommerce; ESP Website: Platinum, PromoShop, LogoMall; LogoMall Plus; LogoMall Basic Website; LogoMall Company Store; LogoMall Shopping Site; LogoMall Shopping Site with Preferred Suppliers; ESP Websites Company Stores; and LogoMall Shopping Site with Custom Supplier Database, ESP Websites, ESP Custom Websites, ESP+ Websites, ESP+ Stores or their respective successor services; (hereinafter collectively referred to as “ASInternet”). The service applicable to You depends upon the services You selected. 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 or single sign on authentication information with/to any third party or entity. CGI scripts will not be accepted. In addition, unless provided by ASI, ASInternet sites cannot contain electronic shopping carts, encrypted order forms, or password protection. As part of the licensing agreement, You agree that ASI may post or display advertisements or sponsored content on ASInternet from which ASI derives revenue. Such revenue shall be the revenue of ASI. Traffic-counter scripting is also not permitted. ASInternet 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. You will not access the ASI Electronic Services through automated or non-human means, whether through a bot, script, or otherwise.

   Content. ASI reserves the right to reject or cancel any advertising or website content or links for any reason at any time. You shall defend, indemnify, and hold ASI harmless from any cause of action or claim for damages or costs, including attorneys’ fees, which arise directly or indirectly as a result of Your web content, which also includes any content added or modified by You.

   You shall defend, indemnify, 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 ASInternet presentation.

   All Website Packages. ASI will host only those distributor sites that contain the ASInternet catalog of supplier products 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 defend, indemnify, and hold ASI harmless from any cause of action or claim for damages or costs, including attorneys’ fees, which arise directly or indirectly as a result of Your Web content, which also includes any content added or modified by You. As part of the ASI Internet/ESP Custom Website services, ASI may send e-mails to visitors who provide their e-mail address.

   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.

   Prep Work. 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 additional work.

   Standard Terms of Service and Privacy Statement. Your ESP/ESP+ Website and/or  Store(s) comes with pre-loaded Terms of Service and a Privacy Policy for Your consideration. You need to read these documents to ensure Your company complies with them. If you take no action, the Terms of Service and Privacy Policy will automatically appear on the site(s). If You do not wish to have the Terms of Service and/or Privacy Policy on Your ESP/ESP+ Website or Company Store or wish to provide Your own terms of service and/or privacy policy, You must notify ASI at Customerservice@asicentral.com with a subject line of Website Terms of Service/Privacy Policy stating your ASI number and your wish to add Your attached terms of service and/or privacy policy to Your ESP/ESP+ Website or Company/Store or to delete the Terms of Service and/or Privacy Policy from Your ESP/ESP+ Website or Company/Store.  Providing the Terms of Service and Privacy Policy for Your possible use is for informational purposes only and is not for the purpose of providing legal advice and should not be relied upon or notice used as such. You should contact your attorney to obtain advice with respect to the terms of service or privacy policy you wish to use, if any. It is Your responsibly to comply with all applicable data privacy, data security, and data protection laws regarding Your use of and collection of data, including personal data, through Your ESP/ESP+ Website and/or Company/Store.

   You may be required to charge taxes on Your sales, and collect, report, and remit taxes to state and/or local governments. ASI is not a facilitator for state sales and/or local tax purposes and is not required to or does it collect and remit sales taxes for You. You may be required to register your business with state, local, or federal taxing authorities to be authorized to conduct business in their jurisdictions and to remit sales tax. You should always check with a taxing authority or tax attorney or accountant to determine Your sales and use tax obligations and to ensure You collect the correct amount of sales tax, and to ensure You file and remit taxes correctly.

   ASI is not responsible for any issues you may have with merchants, suppliers, manufacturers, decorators, or anyone else involved in the fulfillment of your orders.

   Domain Name Registration & Renewal. ASI will register and host your domain name for a fee of $29.99 per domain for the first year. ASI will subsequently renew and host your domain name(s) on an annual basis each year thereafter, for an annual renewal fee of $29.99 per domain (subject to change). If You cancel this service but wish to retain the domain name(s) and host it/them outside of ASI, there will be a $250 transfer fee per domain. You may transfer at any time, however, should the transfer take place after the annual renewal fee has been assessed, no refunds (pro-rated or otherwise) will be given. If transferring a 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.

   If You license an ESP+ Stores from ASI, for each transaction You will be charged as follows:

   For credit card payments, a fee of 2.9% on the customer cart total.

   For payments made completely with other than a credit card, e.g., distributor credits, points, account balance etc. (collectively referred to as “non-credit card payments”), You will incur a one-dollar ($1.00) fee for each transaction.

   For payments made using both non-credit card payments and a credit card, one-dollar ($1.00) for the transaction for the non-credit card payment  and 2.9% for the remaining total charged to a credit card. For example, for a total purchase of $150.00 with a  non-credit card payment of $100.00 of the purchase and a credit card charge for the remaining cart total, there would be a one-dollar ($1.00) for the transaction plus a charge of $1.45 ($50.00 x 2.9%) for a total charge of $2.45.

   For any credit card payment less than 0.50 cents, You will incur a transaction fee for the difference between what you owe and 0.50 cents. For example, Your order results in a credit card charge of 0.29 cents. You will incur a transaction fee of 0.21 cents for a total credit card charge of 0.50 cents. The reason for the transaction fee is that the credit card processor will not permit a charge of less than 0.50 cents.

6. ASI SMART SALES PACKAGE (Applies if You select this service.) ASI grants and You accept one (1) limited, non-transferable, non-commercial, and non-exclusive license to Smart Sales. You may not transfer or accumulate these services from membership year to membership year. If You do not use the services, You will not receive a refund. You will be required to agree to the standard terms and conditions for these services. For the Smart Sales services, You receive one (1) license to access and use Smart Sales. Under a single license, You have the ability to send 5, 000 e-mails a month through the Smart Sales e-mail marketing solution. Each e-mail transmitted to a unique e-mail address constitutes an e-mail. E-mails in excess of 5,000 per month incur a fee of $0.06 per e-mail. You are required to comply with all laws and regulations concerning the use of e-mails. You have the ability to store 11,250 records. For purposes of Smart Sales services only, records may be an account, a contact, an opportunity, an order, a lead, etc. Each screen of data fields pertains to one record. It is important to note that while numerous contacts may link to one specific account, each contact will count as its own record. You will receive 25 megabytes of storage.

   If You exceed the allotted records or storage limits set forth above, You will incur an additional $5.00 monthly fee for an additional 50,000 records and 300 megabytes of storage.

   Monthly allotments of services cannot be transferred to other months or shared with other Smart Sales licenses.

   ASI will provide up to eight (8) hours of support (support is defined as the set-up process, assistance with technical issues and training) for ASI Smart Sales. After this level of support, ASI, at its option, may charge a support fee of $100.00 per hour.

7. WEBSITES FOR SUPPLIERS. (Applies if a Supplier selects this service.)

   ASI grants and You accept a limited, non-transferable, non-commercial, and non-exclusive license to access and use ESP Websites Admin (“EWA”) for Your business purposes. You shall not use or permit others to use EWA for any other person or entity. You shall not share or provide Your EWA password with/to any third party or entity. You shall not download, translate, decompile, modify, rent, lease, or reverse engineer software or information from EWA. You shall not use information from EWA to create databases or to create a service bureau. ASI PROPRIETRY INFORMATION. You shall not use EWA or Your Websites for Suppliers website to compete with ASI or its affiliates. You acknowledge that ESP Websites Admin 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. EWA 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 EWA 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. Licensee will ensure that Websites for Suppliers and/or EWA cannot be accessed or used in any form for the purpose of competing with ASI products or services.

   Catalog Processing/Selection. Any product information that appears on Websites for Suppliers will be those that appear on the ESP 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 produced.

   Standard Terms of Service and Privacy Statement. Your supplier Website comes with pre-loaded Terms of Service and a Privacy Policy for Your consideration. You need to read these documents to ensure Your company complies with them. If you take no action, the Terms of Service and Privacy Policy will automatically appear on the site(s). If You do not wish to have the Terms of Service and/or Privacy Policy on Your supplier Website  or wish to provide Your own terms of service and/or privacy policy, You must notify ASI at Customerservice@asicentral.com with a subject line of Website Terms of Service/Privacy Policy stating your ASI number and your wish to add Your attached terms of service and/or privacy policy to Your supplier Website or to delete the Terms of Service and/or Privacy Policy from Your supplier Website.  Providing the Terms of Service and Privacy Policy for Your possible use is for informational purposes only and is not for the purpose of providing legal advice and should not be relied upon or used as such. You should contact your attorney to obtain advice with respect to the terms of service or privacy policy you wish to use, if any. It is Your responsibly to comply with all applicable data privacy, data security, and data protection laws regarding Your use of and collection of data, including personal data, through Your supplier Website.

   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 Websites for suppliers 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.

8. Connect Add-on. If You are a supplier and license Connect, the additional following terms apply to You.

   License. ASI grants and You accept a limited, non-transferable, and non-exclusive license to use Connect only for Your business purposes as a supplier in the advertising specialty industry. You shall not use or permit others to use Connect for any other person or entity. For online Connect, the individual named user will be provided a personally assigned license code and password for their exclusive use. If You are provided a license code, username, or password for Connect, You shall not share Your license code, username, or password with any other person inside or outside the Company. Only employees of Your Company may be assigned a username and password and have access to Connect. If You become aware that any unauthorized person or entity is using a username 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. Neither concurrent use of Connect on two or more computers, e.g., simultaneous use of any assigned username and password is authorized without the written consent of an ASI officer and the payment of additional fees. You shall not translate, de-compile, modify, rent, lease, or reverse engineer Connect. Other than standard installation, You may not download Connect or material to any electronic storage device. You must not use Connect to compete with ASI or its affiliates, create products to compete with ASI or its affiliates, or to operate a service bureau.

   ASI Pro Information. You acknowledge that Connect contain 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 or service provider in the promotional products industry. Connect and the material are the exclusive property of ASI. The material 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. Connect or any of the material on Connect may not be reproduced, transferred to machine readable form or to electronic or mechanical storage devices or systems or may Connect or material be rented, sold, loaned, exchanged, or transferred or disclosed outside the Company without the written authorization of an ASI officer. In addition to actions, damages, and penalties in law and/or equity, ASI may assess an unauthorized use fee of $2,500.00 or the current rate for each unauthorized use of the material, e.g., creating distribution lists. You will also be responsible for any legal fees incurred in collecting such fees.

   Your Obligations. You shall submit no later than the 8th of each month, a listing of all advertising specialty distributors past due on the subscriber’s books for thirty (30) days or more for an amount of $50.00 or more. Failure to submit this list when due may constitute a breach of this contract by the subscriber. You are also to report for listing in ASI bulletins, bankruptcies, accounts “turned over” for collection, “written off” or “non-sufficient funds” as soon as such information is available. The subscriber will complete and return to ASI the ASI Semi-Annual Experience Report. ASI may impose a nonparticipation assessment charge of $295.00 or the then current charge for each Semi-Annual Experience Report not submitted to ASI within thirty (30) days after the due date. You agree that the information that You provide shall be, to the best of Your knowledge, truthful and accurate.

   The Information Provided. All information provided through Connect is presented as reported by participating suppliers or service providers and is not intended to represent a subjective opinion or conclusion on the part of ASI. It is intended for Your consideration and should not be used as the sole basis for credit collection or line availability decisions. Such decisions should be based on Your evaluation of all information, conditions and experiences known to You. ASI makes no guarantee of the correctness of the information provided and reserves the privilege to question, challenge, verify and correct credit reporting information. ASI reserves the right to delete the data You provide and (in certain instances) to identify You as the supplier or service provider who issued the data, so that the distributor may attempt to resolve the dispute with You. ASI shall not be liable for any loss or injury caused by the acts or omissions of any of its agents in procuring, collecting, and/or communicating any information provided through Connect to You. ASI will not become involved in disputes resulting from data or the interpretation of data contained in these reports, or any related report or service provided through Connect. The entire liability of ASI and Your exclusive remedy in the event of error shall be for ASI to promptly attempt to correct those errors that are reported by You to ASI. See “Disclaimer.” Failure to honor any of the terms in this agreement can result in an immediate cancellation of the services, as well as expose You and Your company to liability for damages, including, without limitation, costs of attorneys’ fees incurred by ASI as a result thereof. If You breach any of these terms of this License, ASI shall be immediately relieved of its obligations hereunder; however, You shall not be relieved of Your obligations: 1) to pay any and all amounts due and owing to ASI; 2) to return confidential materials to ASI; and 3) to maintain the confidentiality of the material contained in Connect.

9. CONNECT ADD-ON WITH Prospect HUNTER. If You are a supplier and subscribe to the Prospect Hunter subscription service, and You are downloading Your initial Free List, once You have downloaded the list, the Prospect Hunter annual subscription fee is non-refundable, and the following terms apply to You.

   The electronic list may only be used in accordance with the type of license You select. Depending on the fee paid, You have licensed the electronic list to make a single distribution, to update Your internal database or to update Your internal database and make a single distribution.
   
   The electronic list and the data therein is obtained from ASI confidential, proprietary and copyrighted information and may not be copied, reproduced, rented, sold, transferred or disclosed, to any other party for any reason, nor transferred to any electronic or mechanical addressing or data processing system, except as otherwise provided herein. You may only use the electronic list in conducting Your business as a supplier in the promotional products industry. You may not use the electronic list to compete with the products or services of ASI, its affiliates, or licensees.

   If You license the electronic list for updating the internal database of Your company, it may not be used in any manner or form by any other party or by a subsidiary or affiliate of the company named above. If You use the electronic list to update Your internal database, You may not use that internal database for purposes of making distributions unless You have paid additional fees for such use. If You licensed the electronic list for distribution purposes, You may only make a single distribution. The distribution must be made within ninety (90) days after executing this Agreement.

   If any data from the electronic list was transferred to an electronic or mechanical addressing data processing system or any other type of storage device for purposes of making a distribution, it must be removed and destroyed. You and the Company for which You are signing this Agreement agree to provide a certification so stating, upon request by ASI.

   Each unauthorized use of the data contained on the electronic list shall result in a charge of at least $2,500.00. If ASI is required to take legal action to recover the fees for unauthorized use, You agree to reimburse ASI for these costs including, but not limited to, reasonable attorney fees. In addition to the unauthorized use fee, ASI may also seek other damages and penalties available in law and/or equity.

   You will only use the data in accordance with the licensing fee paid for the lists agreed upon.

   Any breach will be deemed grounds for cancellation of the license. Upon such breach, You shall immediately return the electronic list to ASI and the data contained therein.

   The data contained in this list is compiled from sources whose ability to provide timely or accurate information ASI does not control. In furnishing this information, ASI is furnishing the information "AS IS." ASI, in no way, assumes any part of Your business risk; does not guarantee the accuracy, completeness or timeliness of the information provided and shall not be liable for any resulting loss or injury. ASI DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY FOR INFORMATION. IN NO EVENT SHALL THE MAXIMUM LIABILITY OF ASI EXCEED THE AMOUNT PAID FOR THE ELECTRONIC LIST LICENSE.PROHIBITED ACTIVITIES. You or Your Company shall not take any action that jeopardizes the ability of ASI to efficiently provide Prospect Hunter and ancillary services 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 or Prospect Hunter hosted by ASI. You are also prohibited from: data mining, data scraping or transferring information onto any electronic or other storage device. If You engage in data mining, data scraping or transferring of information of any electronic or other storage device You agree to pay a fee of $8,000 and to destroy any of the information copied or stored. Prospect Hunter 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.

10. Distributor Digital Services:

    10.1   Facebook Business. (Applies if a Distributor selects this service.) ASI will design Your Facebook Business page and add a shop now button. For the design phase You will be able to select from eight template pages. ASI will provide and post to Your page twelve (12) times per month and two (2) of the twelve (12) posts will be video posts. ASI will provide comment monitoring and responses and quarterly banner/cover photo update. For the Facebook services, You will need to provide ASI with administrative rights to provide services for Your Facebook Business page.

    10.2   Facebook Elite. (Applies if a Distributor selects this service.) Includes all of the services in Facebook Business plus the following. ASI will take two (2) of the posts and place those posts on news feds for recipients who have not viewed the posts. ASI will through Facebook engage other businesses that may be interested in Your services (minimum of five (5) engagements per month).

    10.3   Instagram Business. (Applies if a Distributor selects this service.)  ASI will create an Instagram Business profile for Your business. For the InstaBoost service to be fulfilled, You will need to provide ASI with Your Instagram login and password. ASI will post to Your Instagram Business profile three (3) posts per week using up to eight (8) hashtags per post. When ASI posts on Instagram, Instagram will contact the primary contact for authentication. You must promptly provide the authentication code to ASI to enable ASI to provide this service.

    10.4   Instagram Elite. (Applies if a Distributor selects this service.) Includes all of the services in Instagram Business plus the following. ASI will engage, through Instagram, other businesses that may be interested in Your services (minimum of five (5) engagements per month).

    10.5   Local SEO. (Applies if a Distributor selects this service.) ASI will manage Your search engine optimization for a website owned by Your company by adding Your company information to online business directories. ASI will claim Your company profile to ensure that Your company’s information is consistently displayed on directory-based sites. In order to permit ASI to perform this service, You will be required to verify information communicated to You through e-mail, text messaging or regular mail from Google. Once You receive such communication, You need to provide the verification code to ASI. You may not use a UPS store, P.O. Box, virtual address, or similar type of address for this service.

    10.6   Pay-Per-Click Advertising. (Applies if You select these services.) 

    If You selected Pay-Per-Click services, ASI will manage a pay-for-click advertising service for Your Internet site. The level of advertising will depend upon the budget You authorize in conjunction with key words and geographical areas that the distributor authorizes. A vanity phone number will be assigned in order to track results of the advertising campaign in addition to a tracking code placed on the website.

    The level of advertising will depend on the budget You authorize. Your advertising budget will be apportioned across the major search engines and Internet directories. You will be provided a report concerning the results of the services purchased.

11. DISTRIBUTOR DIGITAL SERVICES. Facebook Business, Facebook Elite, Instagram Business, Instagram Elite, Local SEO, and Pay-Per-Click are collectively referred to as “ Distributor Digital Services.” In addition to what is set forth herein, the following applies to the Digital Services. You shall not use the Distributor Digital Services to compete with ASI or its affiliates. You acknowledge that the Distributor Digital Services contain 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 distributor in the promotional products industry. The Distributor Digital Services are provided only for the Company's exclusive use. You understand and agree to abide by all Facebook rules and regulations regarding the use of your Facebook page. You certify that information you provide to ASI concerning the Distributor Digital Services is accurate.

    
    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 content You place on or provide for Your Distributor Digital Services material.

    ASI shall not be liable for damage or expense caused by an inadvertent act of omission or commission on the part of ASI in preparation and production of Your Distributor Digital Services content. If additional prep fees are applicable, You will be billed separately.

    ASI will make reasonable efforts to reproduce all graphics and color as near to original as possible but makes no guarantees in this regard. ASI shall not be liable for damage or expense caused by an inadvertent act of omission or commission on the part of ASI in preparation and production of Your Distributor Digital Services content. If additional prep fees are applicable (custom design), You will be billed separately.

12. CHATROOMS/DISCUSSION PLATFORMS.

    You must be at least 18 years old or the age of majority in your jurisdiction to register to access the Chatroom.

    Purpose and Content. The purpose of the Chatroom or Discussion Platforms (collectively where a user may leave a comment or engage in a discussion with other users) is to provide a place for discussions concerning products and the promotional products industry to ESP+ or ESP licensees and ASI suppliers. ASI restricts access to the Chatroom and Discussion Platforms to ESP+ or ESP licensees and ASI suppliers.

    You are solely responsible for the content you post and for compliance with these terms and any other applicable law.

    ASI does not warrant and is not responsible for ensuring other users are in compliance with these Terms.  ASI is not responsible for any content posted in the Chatroom or Discussion Platforms, including, but not limited to, any errors or omissions in that content. ASI may, but is not required, to monitor the content posted in the Chatroom or Discussion Platforms and to remove any content which, in the sole opinion of ASI, violates or may violate any applicable law, these Terms or upon the request of a third party. ASI does not endorse any content posted in the Chatroom or Discussion Platforms.

    By posting content in the Chatroom or Discussion Platforms, You grant ASI a worldwide, irrevocable, perpetual, non-exclusive and royalty-free license to use, reproduce, process, adapt, modify, publish, transmit, display, and distribute such content in any and all media or distribution methods now known or later developed.

    Risk. The Chatroom or Discussion Platforms is provided on an “as is” and “as available” basis and ASI disclaims any and all other warranties and representations. Specifically, ASI does not warrant that (i) the Chatroom or Discussion Platforms will meet your specific requirements, (ii) the Chatroom or Discussion Platforms will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Chatroom or Discussion Platforms will be accurate or reliable, (iv) the quality of any information obtained by you through the Chatroom or Discussion Platforms will meet your expectations, and (v) any errors in the Chatroom or Discussion Platforms will be corrected.

    Member Conduct.

    • You shall always conduct yourself in a professional and courteous manner.
    • You may not use a Chatroom or Discussion Platforms in connection with surveys, contests,

    schemes, chain messages, junk messages, spamming or any duplicative or unsolicited messages (commercial or otherwise).

    • You cannot be abusive, defame, harass, threaten, or violate the legal rights (such as rights or

           privacy and publicity) of others.

    • You may not post any inappropriate, profane, defamatory, infringing, obscene, indecent or

           unlawful material or information.

    • You cannot create a false identity or pose as another person or entity.
    • You may not download or otherwise copy, transmit, or send (whether or not for a fee)

           information, content, or images from the Chatroom or Discussion Platforms to a person or

            entity that is not a member of the Service.

    • You may not transmit or upload any material that contains scripts, viruses, Trojan horses,

           worms, time bombs, cancelbots, or any other harmful or deleterious programs which may affect

           the Chatroom or Discussion Platforms website functionality.

    • You may not post files, pictures, without the permission of the creator/author.
    • You may not interfere with or disrupt networks connected to the Chatroom or Discussion

            Platforms or violate the regulations, policies, or procedures of such networks.

    • You may not interfere with another user’s use and enjoyment of the Chatroom or Discussion

    Platforms or another individual’s or entity’s use and enjoyment of the Chatroom or Discussion Platforms.

    • You may not use foul or inappropriate language.
    • You may not post anything that encourages illegal conduct.
    • You may not post anything that violates any law or regulation.
    • You may not post unsolicited invitations to any other website.
    • You may not post any material that infringes upon any trade secret, trademark, copyright,

           patent, or other intellectual property right.

    Modifications to Terms. ASI reserves the right to change the Terms or policies regarding the use of the Chatroom or Discussion Platforms at any time. You are responsible for regularly viewing the Terms of Service. Continued use of the Chatroom or Discussion Platforms after any such changes shall constitute your consent to such changes.

    Indemnification. You agree to indemnify, defend, and hold harmless ASI, its officers, directors, employees, agents, licensors and suppliers (collectively the “Provider”) from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees resulting from any violation of these Terms (including negligent or wrongful conduct), by you or any other person accessing the Chatroom or Discussion Platforms using your identity.

    Termination. ASI has the right to terminate, change, suspend or discontinue the Chatroom or Discussion Platforms or any aspect of the Chatroom or Discussion Platforms at any time without notice to registered users and without any refunds of any fees. ASI may terminate your access to a Chatroom or Discussion Platforms at any time, with or without cause, with or without notice, effective immediately, for any reason.

13. Marketing SERVICES. (Applies if You select this service.)

    Third Party Services. The e-mail services provided to You under this Agreement include certain services developed, provided, or maintained by third party service providers of ASI (“Third Party Providers”). Access to or use of any of those services (“Third Party Services”) by You is subject to any separate agreement that You may enter into (or may have entered into) relating to those Third-Party Services (each, a “Third Party Service Agreement”). The terms of any Third-Party Service Agreement will apply to the applicable Third-Party Services provided under that Third Party Service Agreement in addition to the terms of this Agreement. Except as set forth in this Agreement, the terms of any Third-Party Service Agreement will control in the event of a conflict between the terms of this Agreement and that Third Party Service Agreement. All other Third-Party Services will be subject to the terms of this Agreement. Each Third-Party Provider retains all right, title, and interest in and to all Third-Party Services and all software, hardware or other technology used to provide those services, and any additions, improvements, updates, and modification thereto. Each Third-Party Provider will be a beneficiary of the terms of this Agreement as to the Third-Party Services provided by the Third-Party Provider and will have all rights necessary to enforce this Agreement against You in the case of any breach of those terms.

    Representations, Warranties and Covenants. You represent, warrant, and covenant that: (a) You have the legal right and authority to enter into the Agreement; (b) You have the legal right and authority to perform its obligations under this Agreement and to grant the rights and license described in this Agreement and in any applicable additional agreement You enter into in connection with any of the services provided under this Agreement; (c) all Content )as defined below) is in compliance with the terms of this Agreement; (d) You will access and use the services provided under this Agreement in compliance with the terms of this Agreement and all laws, rules and regulations applicable to its obligations under this Agreement; (e) You will not export or re-export the Service except in compliance with the U.S. Export Administration Act and the related rules and regulations and similar non-U.S. government restrictions, if applicable; (f) You will not remove or export from the United States or allow the export or re-export of the Service (i) into (or to a national or resident of) any embargoed or terrorist-supporting country, (ii) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals, (iii) to any country to which such export or re-export is restricted or prohibited, or as to which the U.S. government or any agency thereof requires an export licenses or governmental approval at the time of export or re-export without first obtaining such license or approval, or (iv) otherwise in violation of any export or import laws; and (g) You are not located in, under to control of, or a national or resident of any prohibited country or on any prohibited party list referred to in subsection (f) immediately above.

    Disclaimer. All THIRD-PARTY services are provided by each third party provider strictly “as is” and “as available” and all third party providers expressly disclaim any and all warranties and representations of any kind with regard to all third party services, Whether express, implied or statutory, including, without limitation, any warranties of fitness for a particular purpose, merchantability, title or non-infringement.  The services are not designed, MANUFACTURED, or intended for HIGH-RISK activities (as defined below). No oral or written information or advice given by ASI or any THIRD-PARTY provider will create any warranties by or on behalf of THIRD-PARTY provider. YOU AGREE THAT YOU WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION LITIGATION WITH RESPECT TO ANY SERVICE PROVIDED BY aSI AND/OR ITS THIRD-PARTY PROVIDERS.

    Indemnification. You agree to and hereby indemnify, defend, and hold harmless ASI, its Third Party Providers and their representative affiliates, employees, agents, contractors, assigns, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses, and cost (including attorneys’ fees, court costs, damage awards, and settlement amount(s) that result from or relate to any claim or allegation against any Indemnified Party arising from Your accessing or using the services provided under this Agreement (including any Third Party Services) or from any email or other communication generated or sent through such services or any content contained therein, whether or not in breach of this Agreement.

    Limitation of Liability. You agree THAT responsibility AND LIABILITY for the service provided under this Agreement is strictly with ASI. No third party provider will have any liability under this Agreement or otherwise IN CONNECTION WITH any services provided under this agreement (including third party services), including without limitation, for any direct, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL or other form DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), EVEN IF such party HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOSS OF DATA, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCURREMENT OF SUBSTITUTE GOODS OR SERVICES.  IN JURISDICTIONS WHERE the foregoing LIMITATION OF LIABLITITY IS NOT PERMITTED, the liability of any third-party provider will be LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. NEITHER ASINOR ANY THIRD PARTY PROVIDER WILL BE LIABLE, AND WILL HAVE NO OBLIGATION TO INDEMNIFY YOU, FOR (A) SENSITIVE DATA (AS DEFINED BELOW) SENT TO ASI OR SUCH THIRD PARTY PROVIDER; (B) VIOLATION OF ANY LAW BY ASI OR SUCH THIRD PARTY PROVIDER WHEN ACTING AT YOUR DIRECTION; OR (C) THE SENDING BY ASI OR SUCH THIRD PARTY PROVIDER OF YOUR EMAILS, INCLUDING ANY CLAIMS AGAINST ASI OR SUCH THIRD PARTY PROVIDER DUE TO YOUR SENDING OR DATA COLLECTION PRACTICES OR CONTENT (AS DEFINED BELOW).

    Data Privacy. ASI and its Third-Party Providers will have the right to collect, extract, compile, synthesize, and analyze data and information resulting from or relating to the use or operation of the services under this Agreement (“Service Data”) and to use such data and information provided it does not disclose identifiable data.

    Content. You are responsible for all data information and other content (“Content”) provided by You in connection with the services provided under this Agreement. You will not provide and will not permit any third party to provide or to use the services provided under this Agreement to provide, any Content that: (a) infringes, misappropriates or violates any intellectual property or other rights of any third party; (b) is defamatory, harmful to minors, obscene or child pornographic; (c) contains any viruses or programming routines intended to damage the services or any software, hardware or other technology used to provide the services or surreptitiously intercept or expropriate any data or information; (d) is false, misleading or inaccurate, or (e) constitutes Sensitive Data.  For the purposes of this Agreement, “Sensitive Data” means (i) social security number, passport number, driver’s license number, or similar identifier (or any portion thereof), (ii) credit or debit card number, (iii) employment account passwords, (vi) date of birth, (vii) criminal history, (viii) mother’s maiden name or (ix) any other information or combinations of information that is deemed sensitive under the legal framework of any applicable jurisdiction.  You will not use the Service for any high-risk activities including, but not limited to, the operation of nuclear facilities, air traffic control, life support systems, emergency services or where the use or failure of the Service could lead to death, personal injury, or environmental damage (collectively, “High Risk Activities”).  ASI and its Third-Party Providers do not intend uses of the Third-Party Services to create obligations under the Health Insurance Portability and Accountability Act of 196 (“HIPAA”), the Gramm-Leach-Bliley Act (“GLBA”) or similar laws and makes no representations that such Third-Party Services satisfy the requirements of such laws. If You are (or become) a Covered Entity or Business Associate (as defined in HIPAA), or a Financial Institution (as defined in GLBA), You agree not to use the Third-Party Services for any purpose or in any manner involving Protected Health Insurance Information (as defined in HIPAA) or Nonpublic Personal Information (as defined in GLBA).  You acknowledge that email is an insecure medium that is generally not encrypted in transit, and security of information transmitted through the Internet can never be guaranteed.  ASI and its Third-Party Providers will not be responsible or liable for any deletion, correction, destruction, damage, loss, or failure to store or back-up any Content. ASI and its Third-Party Providers may take remedial action if any Content violates this Section, however ASI and its Third-Party Providers are under no obligation to review any Content for accuracy or potential liability.

    License Grant. You grant to ASI and its Third-Party Providers all necessary rights and licenses in and to all Content necessary for ASI and its Third-Party Providers to provide the services under this Agreement. You will maintain an adequate back-up of all Content and ASI and its Third-Party Providers will not be responsible or liable for any deletion, correction, destruction, damage, loss, or failure to store or back-up any Content. You represent and warrant that You have all necessary right, title, interest and consent necessary to allow ASI and its Third-Party Providers to use all content as set forth in this Agreement and as otherwise necessary to provide the services under this Agreement.

14. SSL CERTIFICATE SERVICES. For Distributors and Suppliers who have their own domain name and select ASI to obtain an SSL certificate.

    1. Term and Survival

       A.1  Term. Each SSL certificate is valid for ninety (90) days unless revoked earlier. This Agreement will remain in force during the entire period during which any of Your SSL certificate(s) are valid, continuously so as to include any renewal periods (including automatic renewals). Once You no longer possess an ASI obtained SSL certificate, this Agreement will terminate.

       A.2  Survival. Sections in this Agreement concerning privacy, indemnification, disclaimer or warranties, limitations of liability, governing law, choice of forum, limitations on claims against ASI, and prohibition on the use of fraudulently obtained SSL certificate(s) and expired SSL certificate(s) shall survive any termination or expiration of this Agreement.

    2. Your Warranties and Responsibilities.

        B.1  Warranties. By requesting, accepting, or using an ASI obtained SSL certificate(s):

       • You warrant to ASI that You are the legitimate registrant of the Internet domain name that is, or is going to be, the subject of Your SSL certificate(s), or that You are the duly authorized agent of such registrant.
       • You warrant to ASI that either (1) You did not obtain control of such domain name as the result of a seizure of such domain name, or (2) such domain name had no ongoing lawsuit uses at the time of such seizure.
       • You warrant to ASI that all information in Your SSL certificate(s) regarding You or Your domain name is accurate, current, reliable, complete, and not misleading.
       • You warrant to ASI that all information You have provided to ASI is, and You agree that all information you will provide to ASI at any time will be, accurate, current, reliable, and not misleading.

       B.2  Changes In Certificate Information. If at any time You no longer control the Internet domain names associated with any of Your SSL certificates, or if any of the warranties in Section B.1 above are no longer true with respect to any of Your SSL certificate(s) in any other way, You will immediately request that ASI have the SSL certificate(s) revoked. You may request replacement SSL certificate(s) before revoking the affected SSL certificate(s), provided that the warranties in Section B.1 above are true with respect to the replacement SSL certificate(s).

       B.3  Certificate Issuance. The contents of Your SSL certificate(s) will be based on the information You provide to ASI.

       ASI may, in its sole discretion, refuse to obtain for You an SSL certificate for any reason, including for any lawful reason stated or not stated in this Agreement.

       B.4  When to Revoke Your Certificate. If ASI believes that (i) there is any actual or suspected misuse or compromise of the private key associated with the public key included in Your SSL certificate; or (ii) any information in Your SSL certificate(s) is/are, or becomes, misleading, incorrect, or inaccurate ASI will request that you SSL certificate be revoked.

       B.5  Indemnification. You agree to indemnify, defend, and hold harmless ASI and its directors, officers, employees, agents, and affiliates from any and all liabilities, claims, demands, damages, losses, costs, and expenses, including, attorneys’ fees, arising out of or related to: (i) any misrepresentations or omissions of material fact by You to ASI, irrespective of whether such misrepresentation or omission was intentional; (ii) your violation of this Agreement; (iii) any compromise or unauthorized use of Your SSL certificate or corresponding private key; or (iv) Your misuse of Your SSL certificate(s).

    3. ASI Rights and Responsibilities.

       C.1  Privacy. Because others may rely on your use of Your SSL certificate(s) to encrypt Internet communications, much of the information You send to ASI will be published through the Google Certificate Transparency Project https://www.certificate-transparency.org/.

       C.2  Suspension and Revocation. You acknowledge and accept that ASI may immediately suspend Your SSL certificate(s) if any party notifies ASI that Your SSL certificate(s) is invalid or has been compromised. ASI will determine, in its sole discretion, whether to revoke Your SSL certificate(s).

15. Print Portal. (Applies if You select this service.) ASI grants and You accept a limited, non-transferable, and no-exclusive license to use PrintPortal for Your business purposes as a distributor or decorator in the advertising specialty industry.

16. ASI WEBSITE/Beta Services License & Non-Disclosure Agreement.

    1. Purpose & Activities. ASI is creating and/or updating services for a new website service (referred to herein as the “Website/Beta Services”). For purposes of this Agreement, the Website/Beta Services includes, but is not limited to, the application, user interface design, service, data and data structures, documentation, modules any additional work or any component of any of the foregoing. Prior to implementing the Website/Beta Services, ASI wants to ensure that the Website/Beta Services functions as desired and solicit comments from the distributors being granted a beta license concerning the usefulness, functionality, and ease of use of the Website/Beta Services. The distributors who enter the beta license do so to learn how the Website/Beta Services can benefit their respective businesses and to gain an early knowledge of the functionality and features of the Website/Beta Services. All parties understand that the beta version of the Website/Beta Services may not be reflective of the services that are eventually placed into operation.

    2. License. Licensor hereby grants and Licensee accepts a limited, non-exclusive, non-transferable beta license to use the Website/Beta Services for the purposes of testing and evaluating the Website/Beta Services. The term of the license shall be for six (6) months unless otherwise earlier terminated by either party. Licensee agrees that it shall assist Licensor in testing and evaluating the Website/Beta Services. Licensee understands that Licensor has the sole discretion to accept or not accept Licensee’s comments, suggestions, modifications, improvements, etc. concerning the Website/Beta Services. Licensee also understands that the Website/Beta Services are a beta test version that may contain bugs, defects, and errors and that the Website/Beta Services are not expected to function fully during the testing and evaluation.

    Licensee agrees that Licensor owns all rights, title, and interest, including, but not limited to, copyright, patent, trade secret, and all other intellectual property rights (“Property Rights”) in the Website/Beta Services and any changes, modifications or corrections to the Website/Beta Services that may result from your participation in the testing and evaluation of the Website/Beta Services.  Licensee understands that any comments, suggestions, modifications, improvements, etc. made by the Licensee for the Website/Beta Services that Licensor incorporates into in whole or part into the Website/Beta Services or products or services derived from the Website/Beta Services become the sole and exclusive property of the Licensor.

    3. Confidentiality and Non-Disclosure.

       1). Acknowledgment of Trade Secrets. Licensee acknowledges that the Website/Beta Services contain valuable trade secrets and confidential information owned by the Licensor, including, but not limited to, the development status of the Website/Beta Services, the appearance, content and flow of the Website/Beta Services’ graphical user interface, the method and pattern of user interaction, the representations and underlying logic of the Website/Beta Services and the content of its documentation.

       2). Restrictions. Licensee agrees that the Licensee and its employees shall not directly or indirectly, (i) sell, lease, assign, sublicense or otherwise transfer, (ii) duplicate, reproduce or copy, (iii) disclose, divulge or otherwise make available to any third party, (iv) use except as authorized by this Agreement, or (v) decompile, disassemble or otherwise analyze for reverse engineering purposes the Website/Beta Services, including all trade secrets and confidential information therein.  Licensee and its employees agree that they will not discuss the Website/Beta Services or any aspect of the Website/Beta Services with any person or entity other than the parties to this agreement. Licensee also agrees that it will not disclose the existence of the Website/Beta Services or its participation in the beta test. Licensee agrees to keep confidential discussions with Licensor concerning the Website/Beta Services and shall not disclose such discussions with any third parties.

       3). Compliance. Licensee agrees to take reasonable precautions to prevent the inadvertent disclosure of the Website/Beta Services, including all trade secrets and confidential information therein and discussions with Licensor concerning the Website/Beta Services. Licensee shall ensure that its employees with access to the Website/Beta Services are made aware of and agree to comply with the Confidentiality and Non-Disclosure requirements of this Agreement.

    4. Non-Competition. Licensee agrees that it shall not assist any other entity or person in developing services that compete with the Website/Beta Services.

    5. Indemnity.

       1). Indemnity. Licensor shall indemnify, defend, and hold harmless Licensee and its affiliates and the directors, officers, employees and agents of the foregoing with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that it is based upon any third party infringement claim (an “Infringement Claim”) that the Website/Beta Services infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; provided, however, that Licensor shall have no obligation pursuant to the foregoing indemnification provision to the extent that any claim is based on or related to (i) any use of the Website /Beta Services in violation of this Agreement, (ii) any use of the Website/Beta Services in conjunction with any third party product, data, hardware or software not provided by Licensor, or (iii) any Licensee material.  The foregoing states the entire liability of Licensor with respect to any Infringement Claim and Licensee hereby expressly waives any other such liabilities.

       2). Indemnification Procedures. In seeking indemnification hereunder Licensee shall give Licensor: (i) reasonably prompt notice of the relevant claim: (ii) reasonable cooperation, at the Licensor’s expense, in the defense of such claim; and (iii) the right to control the defense and settlement of any such claim; provided, however, that the Licensor shall not, without the prior written approval of the Licensee, settle or dispose of any claims in a manner that affects the Licensee’s rights or interest.  The Licensee shall have the right to participate in the defense at its own expense.

    6. Warranty Disclaimer.

       LICENSOR IS PROVIDING THE WEBSITE/Beta services “AS IS.”  LICENSOR DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS ANY REPRESENTATION THAT THE WEBSITE/Beta services WILL MEET LICENSEE’S REQUIREMENTS OR THAT LICENSEE’S USE OF THE WEBSITE/Beta services WILL BE UNINTERRUPTED OR ERROR-FREE. LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY FOR INFORMATION AND TITLE, IN CONNECTION WITH THE ESP/Beta services, AND ANY SUCH WARRANTIES ARE HEREBY DISCLAIMED.

       Systems Availability.

       ASI will make reasonable efforts to ensure that the WEBSITE/Beta Service is available. However, Licensee understands and accepts that for technical reasons, human error, maintenance reasons, internet connectivity,  and circumstances beyond our reasonable control, e.g., loss of electricity, flooding, etc., the WEBSITE/Beta Service may not be available seven (7 days a week and twenty-four (24) hours a day,  and that ASI shall bear no responsibility for such down time.

    7. Limitation of Liability.

       LICENSOR SHALL HAVE NO LIABILITY TO LICENSEE WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFIT, REVENUE, DATA OR GOODWILL, WHETHER INCURRED OR SUFFERED AS A RESULT OF UNAVAILABILITY OF THE WEBSITE/Beta services OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL LICENSOR’S AGGREGATE LIABILITY EXCEED $500.00. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS.

       Licensee agrees that it shall have the sole responsibility for protecting its data used in connection with the Website/Beta Services. Licensee understands that all data may be lost, purged from the Website/Beta Services or otherwise be unavailable to the Licensee in the future.

    8. Connectivity/Permissioning/PRIVACY.

       You agree that when You use Website/Beta Services, ASI may, on your behalf, request permission to exchange information with suppliers’ or decorators’ systems and transmit to and request information from suppliers and decorators to support the submission and management of Your orders. The types of information could include, product details, order status, artwork, shipping information, etc. Your information will only be provided to suppliers or decorators with whom You initiate contact through Non-Transferable - License Agreement. The ASI Privacy Policy applies to Website/Beta Services. PRIVACY POLICY.

    General Terms and Conditions (applicable to all products and services).

17. SYSTEM AVAILABILITY. ASI will make reasonable efforts to ensure that the Electronic ASI Services are available during normal business hours. However, You understand and accept that for technical reasons, human error, loss of utilities, flooding, Internet disruption, reasons beyond the control of ASI, maintenance reasons, and/or internet connectivity the ASI Electronic Services 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. You understand and agree that ASI efforts set forth herein do not apply to third party providers that provide service to you as a result of this Agreement, for example, Facebook, SEO provider, etc.

18. ADDITIONAL LICENSING REQUIREMENTS. All licenses are subject to You being an ASI member in good standing. You acknowledge that the ASI Electronic Services, ASI Quarterly Register and other products and services provided to You in conjunction with any product or service You license (collectively referred to as "ASI Business 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 Business 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 Business Services, any of the material in the ASI Business 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 Business 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 Business Services are prohibited. You shall not use ASI Business Services to create or operate a service bureau or to assist a competitor of ASI or the ASI Show in any manner. You may not provide access to ASI Business Services to an ASI, ASI Show, or ASI Computer Systems competitor or any party acting on behalf of an ASI, ASI Show, or ASI Computer Systems competitor.

19. COMPANY PERSONAL INFORMATION. You and the Company for which you are accepting this Agreement, may provide ASI with personal information (“Company Personal Information”) in connection with the ASI Electronic Services. ASI will only process Company Personal Information, as a service provider. ASI expressly certifies, understands and agrees that, except as required to perform the services, ASI is prohibited from: (i) selling or sharing Company Personal Information, (ii) retaining, using, or disclosing Company Personal Information for any purpose other than for the business purposes set forth in this Agreement; (iii) retaining, using, or disclosing Company Personal Information outside of the direct business relationship between ASI and Company; and (iv) combining the Company Personal Information that ASI receives from, or on behalf of, Company with personal information that it receives from, or on behalf of, another person or persons, or collects from its own interactions with persons. ASI may use other non-personal information that is provided to ASI by you or by other Company personnel, by or on behalf of the Company, to perform the ASI Electronic Services, for internal analytical purposes, or to improve and enhance ASI products and services generally. In providing information to ASI, including Company Personal Information, you, Company personnel, or the Company will not violate any law, including privacy, security, or data protection laws.

20. DISCLAIMER/LIMITATION OF LIABILITY. ASI shall not be responsible for any claim or damages arising from or connected with any inaccurate, incomplete information, or errors in the delivery of and/or the failure of delivery of the services provided to You through the ASI Business 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 Business Services or the failure of the ASI Business Services to perform without error. ASI shall not be responsible for the corruption of any of Your data, software, or equipment when used in conjunction with the ASI Business Services. ASI is not responsible for the products and/or services or representations concerning the products and/or services offered by the vendors through ASI Business Services. ASI does not guarantee any results from your purchase of THE ASI BUSINESS SERVICES. ASI BUSINESS 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 FOR THE SERVICE THAT IS THE CAUSE OF ANY CLAIM.

21. TERM & TERMINATION. The terms of this Agreement will apply for as long as You license the services requested. The minimum term of any agreement is one (1) year. Your specific agreement set forth in another document may be longer. 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 BUSINESS SERVICES AND MATERIAL IN ITS POSSESSION AND WILL PROMPTLY RETURN THE SAME TO ASI. The term of this Agreement is one (1) year unless you elected a longer term in another Agreement. THIS AGREEMENT AUTOMATICALLY RENEWS FOR SUCCESSIVE ONE (1) YEAR TERMS AFTER THE INITIAL TERM AT THE THEN CURRENT RATES UNLESS YOU PROVIDE NOTICE OF YOUR DESIRE NOT TO RENEW AT LEAST THIRTY (30) DAYS PRIOR TO THE ANNIVERSARY DATE. If the Agreement shall terminate before the anniversary date, the Company shall remain responsible for the remainder of the term at the then-current rates. Upon termination of this Agreement, all rights and obligations shall end except for Sections 20, 21, 22, 23, 24, 25, 29, and 35 which shall survive any termination.

22. PAYMENT TERMS, RETURNS, POSTAGE CHARGES, ADDITIONAL SERVICES. Payment terms are net thirty (30) days. ASI reserves the right to impose a late charge of 3% per month (or any lower rate required by applicable law) on any unpaid balance. The charges include all costs except postage and governmental taxes. In the event that the ASI Business 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. From time-to-time ASI will send You special service offers for Your billing acceptance.

23. TITLE. Licensee agrees that Licensor owns all proprietary rights, including patents, copyrights, trade secrets, trademarks and other proprietary rights in the products and services. Except for intellectual property product content contained on images or products provided by suppliers, Licensor represents and warrants that it owns all patents, copyrights, and trade secrets in its products and services under this Agreement.

24. GOVERNING LAW, JURISDICTION, ATTORNEY FEES & LAWSUITS. 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 hereby waive any defense of lack of personal jurisdiction or improper venue or forum non convenient to a claim brought in such court. You further acknowledge and agree that You may only bring a claim in its individual capacity, and not in any representative capacity. You agree to reimburse ASI for its reasonable costs, including attorney fees if ASI prevails in any action to enforce this Agreement. Monetary damages need not be awarded for ASI to be considered the prevailing party. Any cause of action you may have regarding your use of ASI Business Services must begin within one (1) yearafter the claim or cause of action arises.

25. 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.

26. Product Content. ASI reserves the right, in its sole discretion, to reject or remove any product data You submit or post for use in ASI databases or products for any reason at any time. You are responsible to provide any language and/or warnings legally required to be provided with the product data You are providing to ASI for use in any databases or products. You shall defend, indemnify, and hold ASI harmless from any cause of action or claim for damages or costs, including attorneys’ fees, which arise directly or indirectly as a result of the product data You provide or fail to provide.

27. Connectivity/Permissioning/PRIVACY. You agree that when You use ESP, ESP+, or ESP Mobile or their respective successor products, ASI may on your behalf request permission to exchange information with suppliers or decorators’ systems and transmit to and request information from suppliers and decorators to support the submission and management of Your orders. The types of information could include, product details, order status, artwork, shipping information etc. Your information will only be provided to suppliers or decorators with whom You initiate contact through ESP+ or ESP. The ASI Privacy Policy applies to the ASI Business Services.

28. FORCE MAJEURE. Except for Licensee’s obligations to pay Licensor hereunder, neither Party shall be liable to the other Party for any failure or delay in performance caused by reasons beyond its reasonable control including, but not limited to, restrictions of law, regulations, orders or other governmental directives, labor disputes, acts of God, third-party mechanical or other equipment breakdowns, fire, explosions, fiber optic cable cuts, interruption or failure of telecommunication or digital transmission links, hardware or software failures Internet failures or delays, storms or other similar events (each, a “Force Majeure Event”).  If a Force Majeure Event prevents either Party from carrying out its obligations under this Agreement for a period of more than ninety (90) days, the other Party may terminate this Agreement without liability upon ten (10) days written notice.

29. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of this Agreement.

30. Artificial Intelligence. Some ASI Electronic Services may utilize artificial intelligence to create content or other material for You. You understand that such content and material is created “as-is” and is subject to Section 11 herein (“Disclaimer & Limitation of Liability”). You understand that You are responsible to review content and material created for You to ensure that it is accurate and meets Your business needs.

31. ASI MEMBERSHIP OBLIGATIONS. In addition to Your ASI Membership terms and conditions, You agree to the following: Member will promptly and accurately complete, sign and return to ASI periodic listing updates and similar documents. If ASI determines that the member: is no longer actively and regularly engaged in the business as stated in its listing application or update, fails to provide requested updates, fails to meet listing requirements, or conducts itself in a manner that is detrimental to the industry or to suppliers or distributors, ASI, in its sole discretion, may de-list the member . The member may also be delisted if it fails to pay outstanding ASI invoices. As a member, You authorize ASI to perform any due diligence investigation it deems appropriate to verify information provided.

32. VIOLATION OF LAW OR TERMS AND CONDITIONS. You may use ASI Electronic Services only for lawful purposes. ASI does not review or take responsibility for any information that you may create, transmit, post, store, distribute, display, or present in connection with the ASI Electronic Services.
     

    You agree not to use our Services for any of these things:

    • To infringe or violate the trademarks, copyrights, or other intellectual property rights of ASI or any third-party.
    • To offer any products or services that are illegal under any applicable laws.
    • To violate laws and regulations concerning e-mails.
    • To circumvent any measures that ASI has uses to secure the ASI Electronic Services.
    • To use any kind of software or device (whether it’s manual or automated) to “crawl” or “spider” any part of our ASI Electronic Services.
    • To violate laws or regulations concerning privacy rights.
    • To use, modify, collect, publish, transmit, participate in the transfer, rental or sale of, create derivative works from, or in any way exploit any content, in whole or in part, for any purpose.
      To frame or use framing techniques to enclose our website or SaaS Services or any part thereof.

     
    ASI may immediately remove materials that violate the prohibitions above, stop your use of the ASI Business Services, and/or remove or disable your service, among other things.
    

33. BUSINESS USE. The products and services are meant for business use only. By agreeing to this Agreement, You represent that You are accessing and using the Services as an employee, owner, director, officer, or contractor of a business.

34. THIRD PARTY PROCESSES. ASI may use a third party to process your payments and financial information. ASI is not liable for the third-party payment processor’s actions.
     
    Your payments may be processed through Stripe, Inc. or through another third-party payment processor. Payments may not be processed for certain activities such as illegal or other prohibited activities.
     
    Your relationship with a third-party payment processor is separate from your relationship with ASI and may be governed by the terms and conditions contained in the processor’s agreement. ASI is not responsible for the actions or omissions of any third-party payment processor.
     

35. 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 any prior agreement You accepted, the terms of this Agreement shall apply.

    YOU AGREE THAT ASI, THE ASI SHOW, AND ASI COMPUTER MAY COMMUNICATE WITH YOU BY MEANS OF TEXT MESSAGING, TELEPHONE, EMAIL AND FACSIMILE.

    I agree that I have the authority, and the company for whom I am accepting this Agreement, agree to the above terms and conditions by way of checking the appropriate box within the application.