TERMS

Terms & Conditions: Buyer and Member Agreement

Welcome to ASF! ASF provides the premium online marketplace for the listing, marketing and selling high quality digital products. ASF provides the marketplace where only high quality products will be sold.

This is a legal agreement between you andASF which is incorporated with Alliance IMG. 

This agreement defines the terms of your participation as a buyer or registered instructor/affiliate in the ASF marketplace.

Please read the ASF agreement (“agreement”) before activating your account as a registered member. To registration on ASFbrainhouse platform, you must have become a registered ASF member by joining the tribe/community. If you are yet to do so the button the join the team is avaliable when you visit home. But visitor can buy digital products on ASF marketplace without being part of the team and clicking “agree,” you are agreeing to be bound by all terms of this agreement. If you do not agree to each of the terms of this agreement, you are not eligible to  associate with ASFbrainhouse.

This agreement may be amended at any time by ASF posting a revised version on our website. You agree that the revised version will be effective at the time we post it. If the revised version includes any substantial changes, we will provide notice on our website at least thirty (30) days prior to implementing the substantial change.

1. Buyer benefits.

Marketplace Access: As a buyer, you will enjoy the ease of use and convenience of ASF high-quality product marketplace. Your purchases are backed by ASF 20-Days money back guarantee. In the case where the product received is different from what was ordered or the content of the product purchased does not match the product description on the sales page, you have 20 days to get a refund.

1a) instructor/Affiliate benefits.

Marketplace Access: As an instructor/affiliate, you will be able to experience the unparalleled advantages, convenience, and ease of the ASF’s comprehensive marketing, listing, advertising, sales and tracking (“marketplace”) for yourself, your affiliates and your customers.

Services: ASF may also offer other services (“services”), as described  more fully herein and on the ASF website or instructor web pages (collectively, the “site”), some of which are optional and/or may require additional payment. Services may include, but are not limited to, advertisement services (including e.g. featured listings and market “bumps”), enhanced marketing services (e.g. split testing, tracking and reporting), enhanced product placement, and more. ASF reserves the right in its sole discretion to add, delete, change, suspend or discontinue providing the marketplace, services, and/or site to you at any time, and may impose limits on certain features and materials offered or restrict your access to parts or all of marketplace, services, and/or site without notice or liability.

Other benefits: ASF may offer certain other benefits. As a instructor/affiliate you will have the opportunity to attend live events, webinars, conferences, seminars, technical workshops, and/or other events (including online or on-air broadcasts of such events, or recordings thereof) (“ASF events”).

ASF events may be free or paid admission, open to the public or restricted to members. ASF will endeavor, at its discretion, to provide discounted admissions, special sessions, opportunities to speak, or other options. So, basically some of the ASF features, benefits and services are free, while others might require an extra fee.

2. Using ASF

You understand and agree that ASF and the ASF platform are private communities, and ASF reserves the right to provide service or refuse service to any buyer or user, or to accept or reject instructors/affiliates on any basis, in its sole discretion.

a. Becoming a User/Buyer

Anyone may generally purchase products from ASF subject to the terms and conditions.

ASF reserves the right to refuse service to any person who, in ASF’s sole judgment, seeks refunds without justification or with a high frequency (“serial refunders”). Buyers who repeatedly or consistently seek refunds on many products purchased, particularly where those products have been reviewed and received good ratings may be deemed a serial refunder and refused further service. In addition, ASF provides a simple means of requesting refunds within the allowed money-back window for the purchased product. If a buyer refuses to follow ASF’s approved procedures and the agreed-upon refund period for refunds, ASF reserves the right to ban the buyer for life from future use of ASF or the ASF marketplace as a buyer, vendor or affiliate and such none compliance shall be treated as waiver. In the case where a particular product is not covered by the ASF 20-Day money back guarantee, ASF will notify the potential buyer by putting a message on the sales/order page of the product.

b. Becoming an Instructor/Affiliate

You understand that ASF and the ASF platform are private communities, and ASF reserves the right to accept or reject instructors/affiliates on any basis, in its sole discretion.

To be eligible to become a instructor/affiliate on the ASF marketplace, you must join the tribe and complete an application to register and pay the required registration/membership fees. We will require you provide us with details sufficient for ASF to determine if you qualify. To qualify, you must be at least 18 years old, must have become part of ASF family first through membership.

You understand and agree to provide only truthful information and to keep such information current at all times. If the information you provide to ASF is inaccurate, it may result in delays in processing your application, and could result in ASF not being able to pay you. If the information you provide is not truthful or cannot be verified, your application will be rejected. ASF has the right to refuse and/or cancel any new application or existing account for any reason in its sole discretion and for no reason. Where it is discovered that misleading or inaccurate information is provided, in addition to what this clause already provided, ASF shall not be liable for any action of the instructor/affiliate and reserves the right to seek appropriate legal redress.

Getting approved as an affiliate:

Once you are already a verified member of ASF, you can successfully login on ASFbrainhouse and would create your dashboard and generate your affiliate link.

3. Instructors Selling your products:

Content: As a instructor hereunder, you may submit one or more products for sale (“products”) via the ASF dashboard. The products may include any form of digital content (written, audio, video, etc.) (“Content”) as is appropriate for your products. All digital products and content must be suitable for digital delivery.

ASF acts as a reseller. That means that buyers are technically buying from ASF. You will however retain all rights and liabilities to your products except as provided herein.

You understand that ASF will review your products or content for completeness, accuracy, quality, marketability, or the like, so it’s your responsibility as a vendor to submit products with complete, accurate and quality contents that match truthfully what’s advertised in your sales page, or else ASF might remove them from the marketplace.

ASF reserves the right to reject any product(s) for any reason or no reason at any time in its sole discretion. Moreover, it is to your great advantage to ensure the quality of your product(s). 

(i) Allowed product(s):

ASF does not allow, and you agree not to, submit any product(s) or content that are pornographic or offensive in nature, or which pertain to pyramid schemes, multi-level marketing (mlm) or any illegal activity, or which contains any illegal material including but not limited to material that violates another’s copyrights or trademarks, trade dress, trade secrets, right of publicity, privacy or other rights, including moral rights or rights of attribution. ASF shall use its unfettered discretion and expressly reserves the right to remove any such products, content or material from the marketplace, without notice and without compensation to you. You agree that any advertising or other fees paid in connection with products, content, or other material that is removed from the marketplace will not be refunded. You further agree that you remain fully responsible for any damages to ASF and to its customers that result from your submission to, or inclusion of such products, content, or material in the marketplace.

To be included in the ASF marketplace, your products must be original. Private label rights (“plr”) that you have obtained cannot be the basis of a product. Plr material can be offered, for example, as a free bonus distributed alongside a product, but not as the product itself. ASF reserves the right to refuse to accept any product or to remove any product that it deems to lack sufficient originality. You must have all required rights, including copyrights to all content in your product(s) to allow ASF to sell the product. The foregoing requirement includes all content within the product(s), for example cover images, as well as any music, including background music in recorded audio or video products. In addition to the other licenses granted herein, you also grant ASF a limited license to resell your products, and process all payments in connection therewith. ASF shall pay you in accordance with the payment provisions herein. Where you fail to ensure compliance with any of the above the failure of ASF to request at the time of submission shall not limit your liability in anyway.

(ii) Pricing of Product(s):

Instructors can also be address as vendors and only vendors may set the price (“sales price”) of their own products within the limits established by ASF for minimum and/or maximum prices (“price limits”). As a vendor, you agree not to attempt to price any product submitted to the marketplace outside of then current price limits in place at the time of submitting the product to the ASF marketplace. ASF listing price is usd.

However, ASF expressly reserves the right to set the “upper price limit” for the marketplace as a whole, or on a per vendor basis.  ASF will review each petition for a price limit raise on a case by case basis, and may accept or decline the petition in its sole discretion.

Notwithstanding the foregoing price limits, ASF also reserves the right to raise the upper price limit on a per product basis (i.e. for a particular product from a specific vendor) based on ASF’s direct review (“price review”) which may include consideration of the vendor’s history in the marketplace, reputation in the industry, the product itself, the proposed price, market conditions, current terms and relationships with payment processors, gateways, and such other factors as ASF chooses. ASF may charge a “review request fee” or may allow each vendor to request a set number of such price reviews at no cost, and may charge a review request fee for any additional price reviews requested by that vendor.

As a vendor, you understand and agree not to offer the same product listed on the ASF marketplace for a different price somewhere else. This includes your website. In situations where the vendor has to alter the price of a particular product listed on the ASF marketplace on the vendor’s website, the vendor may inform ASF to update the price on the ASF website as well.

ASF reserves the right to suspend a Vendor’s product if there are differences in price listed on the Vendor’s website versus what is listed on ASF

ASF may terminate any vendor who violates this provision repeatedly and the vendor shall be solely responsible for any liability that may result from such.

The products must be original and the vendor must hold all required copyrights of the product(s) and content to allow ASF to sell the product(s). The product(s) must not relate to any of our forbidden niches (pornography, gambling, pyramid schemes etc.)

Vendors warrant and represent that;

They have the right as they are part of ASF system and family.

All their obligations under this Agreement are legal, valid and binding obligations enforceable in law.

There are no proceedings pending, which may have a material adverse effect on their ability to perform and meet their obligations under this Agreement;

That they are an authorized business establishment and hold all the requisite permissions, authorities, approvals and sanctions to conduct their business and to enter into an arrangement with the ASF.

They shall at all times ensure compliance with all the requirements applicable to their business and for the purposes of this arrangement including but not limited to Intellectual Property Rights, Trade Mark and any other third party and that it has not violated/ infringed any intellectual property rights of any third party.

That they shall provide ASF with copies of any document required by ASF for the purposes of this performance of its obligations under this arrangement within 24 hours of getting a written notice.

That the complete product responsibility and liability shall solely vest with Vendor and that the Vendor shall be solely responsible to the customer for the sale of the Product by Vendor including but not limited to its delivery to the Customer and that Vendor shall not raise any claim on ASF in this regard.

Vendor agrees and undertakes not to upload any text, images, graphics (for description and display of product on the online store) that is vulgar, obnoxious, inaccurate, false, incorrect, misleading, intimidating, against the public policy.

The Vendor indemnifies and shall hold indemnified Expertnaire, its directors, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise howsoever arising from or in connection with any claim including but not limited to claim for any infringement of any intellectual property rights or any other rights of any third party or of law, concerning quality, quantity and any claim in relation to the Vendor’s product, the breach of any of the Vendor’s warranties, representations or undertakings or in relation to the non-fulfillment of any of its obligations under this Agreement or arising out of the Vendor infringing any applicable laws. For the purpose of this clause reference to Expertnaire shall also include the Mobile Operators and such other agencies through whom Expertnare shall make the Online Store available to the Customers.

The Company agrees to indemnify and to keep indemnified the Vendor in respect of all claims losses and expenses (including the cost of litigation if any) arising out of any breach or default part of Expertnaire to perform its obligations under this Agreement.

This article shall survive the termination or expiration of this Agreement

ASF shall under no circumstances be liable or responsible for any loss, injury or damage to the Vendor, or any other party whomsoever, arising on account of any transaction under this Agreement or as a result of the Products being in any way defective, in unfit condition, infringing/ violating any laws / regulations / intellectual property rights of any third party.

Vendor agrees and acknowledges that Vendor shall be solely liable for any claims, damages, allegation arising out of the Products offered for sale through ASF online store (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, or any other related claim) and shall hold the Company harmless and indemnified against all such claims and damages.

Further ASF shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Vendor or any of its representatives.

The Vendor hereby agrees, confirms and acknowledges that the Product is owned by the Vendor and that ASF is merely a facilitator for sale of the Vendor’s Product, hence ASF is not responsible/ liable for the Product, its design, its function and condition manufacturing and selling and financial obligations, warranties, guarantees whatsoever.

4. Affiliates: Promoting products for a commission

As an affiliate in the ASF marketplace, you will have the opportunity to promote and make commissions on a wide variety of digital products offered via ASF marketplace.

As an affiliate, you are solely responsible for evaluating and selecting the vendors and product(s) you would like to market or advertise. ASF endeavors to maintain the highest quality in the marketplace through its unique review system.

However, just like instructors must be registered members of ASF, so also are affiliates. ASF is a private community and apart from visitors who want to buy from our marketplace, other users must be part of ASF system to access it’s great benefit.

Affiliates understand and agree that they are solely responsible for any costs associated with marketing, advertising, or mailing, including any marketing materials you choose to develop, regardless of whether your marketing or advertising efforts results in sales or not. you are solely responsible for the content of your marketing and advertising efforts and any liability resulting therefrom.

Use only respectful promotion practices:

You agree that you will not use any marketing or advertising materials which contain any illegal material including but not limited to material that violates another’s copyrights or trademarks, trade dress, trade secrets, right of publicity, privacy or other rights, including moral rights or rights of attribution, or which are defamatory.

Moreover, you agree that your advertisements and/or promotions will accurately represent the product(s), without hyping or exaggerating the contents, benefits or features. You must represent the product(s) in a truthful manner.

You further agree that, in connection with products in the ASF marketplace, you will not use any marketing or advertising methods that include illegal methods including unsolicited email or sms, false or misleading advertisements or any advertisement which makes any claim that is not permitted about earnings or other aspects of a product, or other violates any law or regulation.

You understand that ASF will use commercially reasonable efforts to track purchases so as to accurately account for affiliate commissions. Tracking codes, cookies, and/or similar technological means will be used where appropriate. When a potential purchaser views and/or responds to your advertisement, which includes your ASF affiliate information, any resulting sale will be credited to your account.

ASF reserves the right to determine who receives an affiliate commission for any particular sale. ASF also reserves the right to terminate, without notice, any affiliate who in ASF’s sole determination, has unacceptably manipulated the tracking of purchases or commissions.

It’s your responsibility to select the right products to promote from our marketplace. ASF will do its best to ensure that the products on our platform are top notch but we do not offer any guarantee or representation in that regard.

Use only respectful promotion practices (no spamming, no cookie stuffing, etc.), and don’t exaggerate or hype the product beyond its truthful characteristics.

5. Amount of commission to be paid on product sales

In exchange for their efforts in marketing and advertising products available in the ASF marketplace, affiliates will earn a commission determined as a percentage of the sales price of any product (“affiliate commission”) for sales resulting from those marketing and advertising efforts.

An affiliate commission for any product(s) can be from 25% to 95%. Proceeds of the sales for each product shall be paid as follows: ASF fees shall be deducted from the gross sales price, and the affiliate commission shall also be based on the gross sales price as well. Any remaining balance after the ASF fees and affiliate commission are paid will be paid to the product vendor.

ASF uses a secure tracking system to determine which affiliate referred the sale, and is entitled to a commission.

So, basically affiliates are paid a commission for their promotion efforts. 

The proceeds that remain after paying the affiliate commissions and ASF fees are paid to the vendor.

ASF uses a smart tracking system to track affiliate commissions.

6. Secure vendor/affiliate access and communication

Upon registration as a vendor or affiliate, you will receive an ASF id and password to login as an ASF vendor/affiliate, from which you can access the vendor/affiliate resources (e.g. the ability to enter a new product, get affiliate links,  check sales and other history). Except as otherwise agreed or permitted by ASF in writing, you may not share or transfer your id and secure password or access to the ASF system in any way or with any one. You are solely responsible for maintaining the confidentiality of your ASF id and password and for any activity in connection with your account.

It is also your responsibility to keep your phone number and primary email address up to date so that ASF can communicate with you via emails, phone calls and sms. You understand and agree that if ASF sends you an electronic communication but you do not receive it because your primary email address on file is incorrect, out of date, full, or your email is directed to a trash or spam filter, or you are otherwise unable to receive email or messages, the electronic communication will be deemed to have been provided to you.

You can update your primary email address or other contact information at any time by logging into your ASF dashboard. If your email address becomes invalid such that emails sent to you from ASF are returned, we may deem your account to be inactive and your status as a vendor/affiliate may be suspended or placed on hold until we receive a valid, working primary email address from you.

So, basically your login access is individual and private, and it’s your responsibility to keep it that way. You may receive email or sms notifications from ASF.

7. Sales pages and promotional material.

Contents of sales pages:

The vendor is responsible for the content of the product sales page (“sales page”). You, the vendor, agree to provide all content to ASF in the permitted or required format(s) as determined by ASF and/or to upload such content in the permitted or required format(s) in your vendor dashboard. As a vendor, you have no direct access or rights to alter any sales page.

Hosting:

You understand and agree that the sales page (“sales page”) promoting the content and/or products on the marketplace will be hosted by ASF on ASF’s servers.

ASF will make the sales pages in the marketplace available on the internet, and shall use commercially reasonable efforts to maintain the availability (i.e. uptime) of such sales pages for the consuming public. However, no guarantees of uptime are made. ASF does not own or control the internet and shall have no responsibility or liability for any time(s) the marketplace or specific sale pages are not accessible (i.e. “downtime”), even if your marketing and/or advertising efforts, product sales, or commissions are disrupted as a result of such downtime, and even if the downtime is a result of ASF’s error or negligence.

Claims on sales pages or promotions:

Whether you are acting as a vendor or affiliate for a product, ASF strictly prohibits any false or misleading claims in product(s), sales pages, or in advertisements including your sales copy or other marketing or advertising materials related to product(s) on the ASF marketplace, including any affiliate advertising materials.

You may not and you agree not to:

Make any unsupported, misleading, or false claim about any content or product, or results that it can produce.

Include any false or misleading testimonial, endorsement, or implied endorsement. As a vendor, fail to disclose material connections between your endorsers of your product; or as an affiliate, fail to disclose material connections between any endorser of a product you are promoting and the product provider. You must also disclose if any reviewer or endorser of your product was compensated.

Fail to include any disclaimer or statement(s) needed to qualify your claims, or to keep your advertising from being false or misleading.

8. Signup fees, pay-outs and refundsand product refund policy:

As a vendor, you agree that consistent with ASF’s guarantee, purchasers are entitled to a 20-days refund period or depending on the product vendor’s desired configuration for that particular product.

Payment processing and signup fees:

To facilitate the marketplace, ASF will connect with other third part companies (including banks) to process all payments for all product purchases made through the ASF marketplace. Thus, you expressly grant permission to ASF to sell your products, and to process payments received from the sale of your product(s) in the marketplace, and agree to pay the assigned transaction or processing fees (“ASF fees”), the ASF fees are as follows:

For both instructors/affiliates:

 As stated above access to premium benefits of ASF is reserved for ASF community members. So to sell instruct or affiliate on ASFbrainhouse, you must have join ASF tribe. The amount to register is on the registration form(button is on the homepage). ASF will also charge a commission of 10% per sale on all vendor products, these ASF fees can be changed at any time, and vendors and affiliates will be notified.

Payments to vendors/affiliates:

Currently, affiliates and vendors can receive payments via any bank account, and ASF is constantly working to offer new payment methods. Affiliates must have a minimum of $5 in their ASF balance to qualify for a payment.

However, in the event of any unusual activity, a transaction volume spike or any specific transaction triggering our security filters, ASF reserves the right to hold credits beyond the standard period. This generally will only take a few days, however ASF reserves the right to reasonably extend the reserve period for a time sufficient to resolve its questions about unusual activity to its own satisfaction.

ASF endeavors to keep its reserves/holdback of processed payments as low as possible, and to generally release funds to vendors/affiliates within 5 days from the sale.

Funds generated from vendor/affiliate will be released about 3 days after the refund period has expired. So, once those funds are indeed released, you will be paid.

If there’s any unusual activity detected on your account, or if our security filters are triggered, the reserve period may be increased while an administrator reviews the account’s recent activity.

9. Relationship with ASF:

You understand that every affiliate/instructors are members of ASF family and not just visitors/buyers.

10. Intellectual property:

Copyright and other intellectual property laws protect the ASF marketplace, website and content (“ASF content”) thereon. ASF retains all right, title and interest in and to the ASF content, and except as expressly set forth herein.

You agree to abide by and maintain all notices, license information, and restrictions contained herein. unless expressly permitted herein or otherwise permitted in a separate agreement with ASF, you may not modify, publish, network, rent, lease, loan, transmit, sell, participate in the transfer or sale of, reproduce, create derivative works based on, redistribute, perform, display, or in any way exploit any of the foregoing, in whole or in part.

Therefore, you may not copy, imitate or use them without ASF’s prior written consent. All page designs, headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of ASF. You may not copy, imitate, or use them without our prior written consent.

ASF may provide html logos, ads, and other affiliate content or tools or affiliate programs (collectively “marketing materials”) for your use without prior written consent for the purpose of directing web traffic to the ASF marketplace, or services, or to specific product sales pages.

So, basically ASF owns all of its copyrights and trademarks, so don’t use (or abuse!) our brand or our technology without our written consent.

11. Confidentiality and nondisclosure:

You agree that any details or information about ASF, the ASF marketplace, or the services disclosed by ASF to you in connection with the marketplace or services or your role as a vendor/affiliate will be considered and referred to as “ASF confidential information”. notwithstanding the foregoing, ASF confidential information will not include: (i) information that is generally and legitimately available to the public through no fault or breach of yours, (ii) information that is generally made available to the public by ASF, (iii) information that is independently developed by you without the use of any ASF confidential information, or (iv) information that was rightfully obtained from a third party who had the right to transfer or disclose it to you without limitation.

Nondisclosure and Non-use:

Unless otherwise expressly agreed or permitted in writing by ASF, you agree not to disclose, publish, or disseminate any ASF confidential information to anyone other than your employees and contractors working for the same entity as you and then only to the extent reasonably required and provided that this agreement does not otherwise prohibit such disclosure.

So, basically, any communication between ASF and the end user of ASF system is confidential and should not be disclosed.

12. Additions:

ASF reserves the right, at its discretion, to modify this agreement, including with new terms, rules, policies, and conditions (“additional terms”). Any such additional terms are hereby incorporated into this agreement by this reference and your continued status as vendor/affiliate and use of the ASF marketplace or service will indicate your acceptance of any additional terms.

13.Representations and Warranties:

You represent and warrant that:

a. you have read this agreement in its entirety and will abide by its terms;

b. you will not, and/or your product(s), sales page(s), and/or marketing or advertising do not and will not, directly or indirectly:

(i) violate any applicable laws, regulations, rules, or guidelines, including those of any Govt. regulatory body, or any industry standards of the government;

(ii) disrupt, attack, interfere with, or cause delay or damage to the ASF marketplace or services or any data contained therein;

(iii) attempt to gain non-member access to the ASFbrainhouse or to any other vendor/affiliate account or dashboard; or any data contained therein;

(iv) attempt to:

(a) withdraw funds from ASF to which you are not entitled,

(b) divert another’s earnings/commissions.

(c) have a credit card transaction used in the ASF marketplace without proper membership of the card holder, or

(d) engage in fraud in connection with the ASF marketplace;

(v) mirror, duplicate, iframe or otherwise copy any product(s), sales page(s), ASF content, or portion thereof, or any part of the ASF services; or make public any nonpublic portion thereof;

(vi) reverse engineer the ASF services, or attempt to derive its source materials;

(vii) infringe any rights in any jurisdiction;

(viii) violate the right of privacy or publicity, or the moral rights of any person;

(ix) contain any defamatory, obscene, indecent or otherwise unlawful material, or otherwise contravene any person’s rights

14. No warranties are made:

ASF community, subsidiaries, officers, directors, employees, agents, partners, and licensors (collectively, “ASF” for purposes herein) make no promises that the ASF marketplace, services, or content (including any functionality or features thereof), or any other information or materials that you receive as a vendor/affiliate (collectively, the “ASF services” for purposes of this section) will be accurate, reliable, timely, secure, error-free or uninterrupted, or that any defects will be corrected. The ASF services are provided on an “as-is” and “as-available” basis and the services are subject to change without notice. ASF does not guarantee any results as you decide what your outcome would be through your actions. ASF expressly disclaims any liability related thereto. ASF disclaims all warranties, express or implied, including any warranties of accuracy, non-infringement, merchantability and fitness for a particular purpose related hereto. ASF disclaims any and all liability for the acts, omissions and conduct of any third parties in connection with or related to your use of the ASF services. You assume total responsibility and all risks for your use of the ASF services, including, but not limited to, any information obtained thereon.

Your sole remedy against ASF for dissatisfaction with the ASF services is to stop using the services. This limitation of relief is a part of the bargain between the Parties.

17. Disclaimer of liability:

To the extent not prohibited by law, under no circumstances shall ASF be liable with respect to the ASF services for special, indirect, incidental, or consequential damages, including without limitation, damages resulting from failure to deliver or delay of delivery of services, or failure of the ASF marketplace, or from loss of profits, sales, data, business, opportunity or goodwill, on any theory of liability, whether arising under tort (including negligence), contract or otherwise, whether or not ASF has been advised of or is aware of the possibility of such damages. if, notwithstanding any other provisions of this agreement, ASF is found to be liable to you for any damage or loss that arises out of or is in any way connected to your use of the services, ASF’s entire liability for direct damages under this agreement shall be limited to ten dollars only ($10 only).

18. Waiver:

If any provision of this agreement is found to be unenforceable or invalid, to the extent permissible under applicable law, that provision shall be limited or eliminated to the minimum extent necessary so that this agreement shall otherwise remain in full force and effect and enforceable.

Notices

All notices and other communication under this Agreement shall be in writing and in English and either delivered by hand or sent by mail, telex, fax or courier.

Entire Agreement

This Agreement embodies the entire agreement and understanding of the Parties and supersedes any and all other prior and contemporaneous agreements, arrangements and understandings (whether written or oral) between the Parties with respect to its subject matter.

Assignment

Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, subcontract-able or conveyable by members, either by operation of law or otherwise, without the express, prior, written consent of ASF signed by an authorized representative of such Party.

Confidentiality:

Members agrees and undertakes to maintain the confidentiality of the information and user/customer data disclosed, generated or made available to Vendor/Affiliate under this Agreement.

The said information shall not be used by the members for any purpose other than for the performance of its obligations under this Agreement.

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