READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES DESCRIBED BELOW. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR OTHERWISE USE THESE SERVICES. YOUR CLICKING ON THE BUTTON MARKED “I ACCEPT” AND YOUR CONTINUED USE OF THE SERVICES INDICATES YOUR ACKNOWLEDGEMENT THAT YOU HAVE READ AND ACCEPTED THESE TERMS AND CONDITIONS.
CHANGE IN TERMS. Except for the fees, ASI may make changes to this Agreement after providing you with sixty (60) days notice. This change will be sent electronically or by other means. If the change is not acceptable to you, you may terminate this Agreement by providing ASI with thirty (30) days written notice and receive a pro-rated refund. Continued use after these periods shall be considered acceptance of the new terms. Fees for services may be changed only upon the annual renewal.
The Agreement is for one of the following services: ASI CreditConnect Plus™: $649, ASI CreditConnect Plus™ with Subscription to FastFind®: $899, ASI CreditConnect Platinum™: $1499 , Prospect Hunter: $1999 or the Results Package™: $2388 individually referred to as “Products Selected”. The foregoing prices are subject to annual increases.
LICENSE. Acceptance of my (the use of “my”, “you” or “your” shall mean you or your Company for which you are signing this Agreement) enrollment is subject to my being “listed” by ASI. ASI grants and you accept a limited, non-transferable and non-exclusive license to use the Products Selected only for your business purposes as a supplier in the advertising specialty industry. You shall not use or permit others to use the Products Selected for any other person or entity. For online Products Selected, 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 the Products Selected, 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 the Products Selected. 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 the Products Selected on two or more computers, e.g., simultaneous use of any assigned user name and password or use of any disc 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, or reverse engineer the Products Selected. Other than standard installation, you may not download the Products Selected or material to any electronic storage device. For Products Selected provided on a disc, you may make only one (1) copy for archival purposes. No identifying marks, copyright or proprietary notices may be deleted from this copy. You must not use the Products Selected 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 the Products Selected 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. The Products Selected 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. The Products Selected or any of the material on the Products Selected may not be reproduced, transferred to machine readable form or to electronic or mechanical storage devices or systems or may the Products Selected 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 seeking 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 the Products Selected 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 the Products Selected 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 the Products Selected. 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 the Products Selected.
PROSPECT HUNTER.
- If you subscribe to the Prospect Hunter service, and you are downloading your initial Free List, once you have downloaded the list, the Prospect Hunter annual subscription fee is non-refundable.
- 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, service provider or distributor 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.
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.
RESULTS PACKAGE. If You select the Results Package in addition to CreditConnect Platinum, and Prospect Hunter, You receive the following additional services 1) Propspect Hunter services as selected. 2) During the contract year, You may provide an item to be included in the Register Express (elite box). The item may be a flier, catalog or product sample. ASI, in its sole discretion, may determine that the item is inappropriate to include in Register Express. ASI may also charge an additional fee if the item to be included weighs more than the standard catalog or product sample. 3) A Register Express e-mail blast either before or after Your item is shipped in the Register Express. 4) A results tile advertisement based on one (1) category to appear in ESP for a six (6) month period or 5,000 impressions, whichever occurs first. Your tile advertisement wil appear among other tile advertisements. All Results Package services must be used in the contract year and cannot be transferred to another subscription year.
ONLINE SYSTEM AVAILABILITY. ASI will make reasonable efforts to ensure that the online Products Selected 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 Products Selected or access to the Products Selected database 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 downtime.
PROHIBITED ACTIVITIES. You or your Company shall not take any action that jeopardizes the ability of ASI to efficiently provide the Products Selected 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 Products Selected hosted by ASI. You are also prohibited from: data mining, data scrapping or transferring information onto any electronic or other storage device. If you engage in data mining, data scarping 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. The Products Selected are 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.
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 Products Selected. ASI shall not be responsible for the corruption of any of your data, software or equipment when used in conjunction with the Products Selected. THE PRODUCTS SELECTED ARE PROVIDED “AS IS.” ASI DISCLAIMS ANY AND ALL WARRANTIES WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. IN NO EVENT SHALL ASI BE LIABLE FOR ANY PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST REVENUES OR PROFITS, OR LOSS OF BUSINESS REPUTATION 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.
TERM AND TERMINATION. The term of this Agreement is for a period of one year, unless terminated sooner as set forth below. The Agreement shall automatically renew for successive one-year terms at the then-current rates unless either party provides notice of termination to the other party thirty (30) days prior to the renewal. ASI may cancel this Agreement if you breach any provision of this Agreement or if you cease to be an owner or officer of the Company. This agreement may not be assigned by you to another party or entity. You agree to promptly notify ASI 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 PRODUCTS SELECTED AND MATERIAL IN ITS POSSESSION, AND WILL PROMPTLY RETURN THE SAME TO ASI. If the Agreement shall terminate before the anniversary date, the Company shall remain responsible for a pro-rated fee at the then-current rates until all of the requirements set forth herein have been satisfied, including the return of the Products Selected and material to ASI.
PAYMENT TERMS AND POSTAGE CHARGE. Rates are subject to change annually after the initial one-year enrollment period. Payment terms are net thirty (30) days. ASI reserves the right to impose a late payment charge of 1-1/2% per month (or any lower rate required by applicable law) on the unpaid balance, corresponding to an annual percentage rate of 18%. Any payment of a late payment charge in excess of the legally permissible rate shall be applied against charges invoiced. The charges include all costs except postage.
TITLE. You agree that ASI owns all proprietary rights, including patent, copyright, trade secret, trademark, and other proprietary rights in the Products Selected and material.
GOVERNING LAW AND JURISDICTION. This Agreement shall be governed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania without regard to principles of conflict of laws. The parties agree to submit to the exclusive jurisdiction over all disputes hereunder and venue in the federal and state courts in the Commonwealth of Pennsylvania for Bucks County.
WAIVER. The failure of either party to enforce any rights under this Agreement shall not be considered a waiver by that party as to subsequent enforcement of rights in the event of future breaches.
ENTIRE AGREEMENT. This is the entire agreement between the parties and supersedes all other written and oral arrangements between the parties relating to the subject matter hereof.