Date: April 08, 2015

From time to time ASI will remind You of the Terms of Use for the various ASI products and services You may be licensing. The terms and conditions below apply to You and Your company to the extent You have elected to use the products and services:

Non-Transferable - License Agreement

ASI SERVICES TERMS & CONDITIONS

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 ANDCONDITIONS, 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 ACKNOWLEDGMENT THAT YOU HAVE READ AND ACCEPTED THESE TERMS AND CONDITIONS.

CHANGE IN TERMS. Except for the annual licensing fee(s), ASI may make changes to this Agreement after providing You with thirty (30) 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(s) for services may be changed only upon the annual renewal. 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 services, apply to the following services: Software, ASI Central, ASInternet, ASI Access Internet, ESP Websites, ESP Websites Company Stores, ESP Custom Websites, ASI SmartSales, ESP Orders, Distributor Network Manager, ESP Social, Traffic Builder (collectively ESP Social and Traffic Builder are referenced to as Digital Marketing Success Packages), ESP Websites Admin, Websites for Suppliers, Connect, and Prospect Hunter or their successor services (collectively referred to as "ASI Electronic Services"). To license any ASI Electronic services, You must be listed as an ASI member.

1. 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 or ESP with ACE including Mobile Applications (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. While You license the Software, You may not develop any products or services that compete with any ASI or ASI affiliate products or services.
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.
3. ASI INTERNET SERVICES. (Applies if a Distributor selects 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 Custom Websites 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. 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.
   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, that 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, that arise directly or indirectly as a result of Your Web content, which also includes any content added or modified by You.
   Prohibited Activities. You or Your Company shall not take any action that jeopardizes the ability of ASI to efficiently host Internet sites for You or its other clients. Such actions include, but are not limited to, spamming, sending unsolicited E-mail that links to a site hosted by ASI, or sending unsolicited E-mail using an E-mail address hosted by ASI. The ASInternet system is designed for certain performance parameters. You are not permitted to exceed or to attempt to exceed such parameters. Exceeding or attempting to exceed such parameters may result in termination of this Agreement.
   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.
   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.
4. ASI SMART SALES PACKAGE (Applies if a Distributor selects 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.
5. CONNECT PACKAGE. 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, user name or password for Connect, You shall not share Your license code, user name or password with any other person inside or outside the Company. Only employees of Your Company may be assigned a user name and password and have access to Connect. If You become aware that any unauthorized person or entity is using a user name and/or password that has been assigned to You or one of Your employees, You shall immediately contact ASI to be issued a new password. Neither concurrent use of Connect on two or more computers, e.g., simultaneous use of any assigned user name 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 PROPRIETARY 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 $1,500.00 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.
6. PROSPECT HUNTER PACKAGE. 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 $1,500.00. 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.
7. ESP SOCIAL. (Applies if a Distributor selects this service.) You shall not use ESP Social to compete with ASI or its affiliates. You acknowledge that ESP Social 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 distributor in the promotional products industry. ESP Social is 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. If the package you select includes the ability to provide contact information for ASI to use in advertising campaigns, the list must be provided in a CSV file format. You will be responsible for changes to the contact information list. If the package you selected includes monthly analytics reports, such reports will provide information concerning your Facebook activity. ASI is not responsible for monitoring your Facebook page. ESP Social material, for example "Facebook Guide to Best Practices," may only be provided to employees of your company. You certify that information you provide to ASI concerning ESP Social will be 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 Facebook page.
   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 ESP Social content. If additional prep fees are applicable (custom design), you will be billed separately.
8. TRAFFIC BUILDER & TRAFFIC BUILDER PLUS. (Applies if a Distributor selects these services).
   If you selected TB services, ASI will manage a pay-for-click advertising service for your Internet site.  The level of advertising will depend on the budget you authorize. If you selected TBP services, ASI will manage a pay-for-click advertising service and a search engine optimization ("SEO") services for your Internet site.  You will be provided a report concerning the results of the services purchased.  The level of services to be delivered depends on the package you select.  If your package includes and you select Landing Pages, ASI will provide you with up to one (1) hour of custom design for the three (s) product collections/landing pages and up to one and one half (1-1/2) hours for five product collections/landing pages.  Additional modifications will be separately priced.  If your package includes and you select a Custom Banner(s), ASI will provide you with up to one (1) hour of custom design for each Custom Banner. Additional modifications will be separately priced.  If your package includes and you select a Custom Form Page, ASI will provide you with up to one (1) hour of custom design. Additional modifications will be priced separately. You are required to promptly reply to any request for a response when creating your landing pages or custom banners. 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 TB or TBP content. If additional prep fees are applicable, you will be billed separately.
   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 Internet site.
   The terms and conditions in the ESP Social and Traffic Builder/Plus apply to the ASI Brand Builder Packages.
9. 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, human error, loss of utilities, flooding, Internet disruption and/or maintenance reasons, 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.
10. 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.
11. DISCLAIMER. ASI shall not be responsible for any claim or damages arising from or connected with any inaccurate or incomplete information delivered to You through the ASI 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. 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 does not guarantee any results from your purchase of THE ELECTRONIC 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.
12. 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. 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 9, 10, 11, 13, 14, 15, 16, and 20 which shall survive any termination.
13. PAYMENT TERMS, RETURNS, POSTAGE CHARGES, ADDITIONAL SERVICES. Payment terms are net thirty (30) days. ASI reserves the right to impose a late charge of 1½ % per month (or any lower rate required by applicable law) on any unpaid balance. The charges include all costs except postage. In the event that the ASI 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.
14. 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.
15. GOVERNING LAW, JURISDICTION, & ATTORNEY FEES. This Agreement shall be governed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflicts of law. Any action at law, suit in equity, or other judicial proceeding concerning this Agreement shall be instituted only in a state court in Bucks County, Pennsylvania or a federal court in the Eastern District of Pennsylvania. You agree to the jurisdiction and venue in these courts. You agree to reimburse ASI for its reasonable costs, including attorney fees if ASI prevails in any action to enforce this Agreement. Monetary damages need not be awarded for ASI to be considered the prevailing party.
16. 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.
17. ESP ORDERS. ASI will retain orders for a period of no more than three (3) years. ASI recommends You separately store a copy of all orders in the manner You typically preserve other business records. You are responsible for all information in Your ESP Orders. 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. ASI may collect and use certain non-identifiable information and may aggregate data derived from the use of ESP Orders.
18. DISTRIBUTOR NETWORK MANAGER. (Applies if a Distributor selects 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.
19. WEBSITES FOR SUPPLIERS. (Applies if a Supplier selects this service.) For suppliers that license Websites for Suppliers, 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.
    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.
20. 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 SYSTEMS MAY COMMUNICATE WITH YOU BY MEANS OF TEXT MESSAGING, TELEPHONE, E-MAIL, 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.