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NETWORK COMMERCE INT'L, LLC, a Minnesota LLC, having its principal office at 131 NW First Ave, Delray Beach, Florida 33444, (hereafter called "Provider")
Entity entering their ID and Password (hereinafter called the "Subscriber").
AscdiNatd refers to the not for profit trade associations known as the Association of Service and Computer Dealers, International (ASCDI) and the North American Association of Telecommunications Dealers (NATD).
BASED UPON the mutual covenants set forth, Subscriber agrees to the following:
1. SERVICES
During the term of this Agreement Provider will permit the Subscriber to have access to the internet based network and communications services operated by Provider hereafter called "the NETWORK". Access will be available via the internet transmitted to Provider's web server. Provider's server is normally available for access 24 hours a day, 7 days a week. Subscriber must procure, operate, and maintain all communication hardware and software necessary to access the NETWORK. Provider is only responsible for the NETWORK and the system operating the NETWORK.
2. TERM
This Agreement shall remain in force until terminated in accordance with the provisions of termination listed below.
3. PRICE / PAYMENT
The Subscriber shall make payment to the Provider described as follows. Price for the NETWORK Service is $100 per month for AscdiNatd Members and between $150-$175 per month for Non AscdiNatd Members. Provider may at any time change such established price schedules. These prices do not include any applicable sales, use, excise or similar taxes which may be imposed by federal, state and local governments with respect to the NETWORK. Subscriber is responsible for all taxes.
Subscriber will automatically be billed monthly via Subscriber's Credit Card or via invoice. In the event any invoice is not paid when due, Provider (reserving all other remedies and rights under this Agreement and at law) at its discretion, and with five (5) days prior written notice to the Subscriber, may either suspend furnishing the NETWORK or terminate this Agreement.
4. USE OF SERVICES
Subscriber shall enter ONLY accurate and genuine data with regard to the buying or selling of IT and Telecom equipment on NETWORK, and will not enter data or use the NETWORK for any improper or illegal purpose. Improper data includes but is not limited to the solicitation of employees, the making of disparaging statements against others, polling users, the sale of items other than technology equipment and/or the marketing/promotion/solicitation of other trading networks or trade associations other than the NETWORK and the AscdiNatd. Subscriber shall indemnify Provider from any loss arising out of the improper use of NETWORK including the publication of libelous material.
Provider shall not exercise any right of prior review or engage in censorship of any kind.
5. RIGHTS IN DATA
All data entered by Subscriber and by other users of NETWORK shall be considered "NETWORK Data". Use of the NETWORK Data is limited to the Subscriber's internal use and distribution only. NETWORK Data may not be republished, recompiled, or disseminated for use by third parties for commercial purposes. No license in Provider's software, programs, logo, or systems is implied or intended.
6. LIMITATION OF LIABILITY & WARRANTY
Provider shall not be liable, on any theory of liability whatsoever, for any incidental, special, indirect, consequential or exemplary damages arising from use of the NETWORK or the NETWORK Data. Provider makes no representations, warranties, promises, statements or affirmations as to the NETWORK or the NETWORK Data entered therein or the performance thereof. ANY WARRANTIES IMPLIED BY LAW ARE HEREBY DISCLAIMED AND EXCLUDED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7. ETHICS CODE
Subscriber agrees to be bound by the code of ethics of the AscdiNatd including participation in any ethics review process. Failure to do so may result in removal from the NETWORK Network. A copy of said Ethics Code is available on line at www.ascdi.com and www.natd.com. Any Subscriber who is using the NETWORK including those who are using the network on a trial basis, may be removed from the NETWORK should the AscdiNatd receive an ethics complaint against them, pending resolution of said complaint.
8. GOVERNING LAW
This Agreement will be governed by and construed in accordance with the laws of Minnesota, USA. Neither this Agreement nor any rights or obligations under this Agreement may be assigned or otherwise transferred by the Subscriber without the prior written consent of Provider.
9. TERMINATION
The Subscriber may terminate this Agreement upon fifteen (15) days prior written notice to Provider in the event Provider changes its established price schedule. Provider may terminate this Agreement for nonpayment of charges or for other substantial cause upon five (5) days prior written notice. Either party may terminate this Agreement without cause as of the first day of any month by giving thirty (30) days prior written notice.
10. ENTIRE AGREEMENT
This Agreement supersedes any and all prior representations, conditions, warranties, understandings, proposals, or previous agreements between the parties hereto, oral or written, in relation to the NETWORK, including without limitation, the terms of any purchase order submitted by the Subscriber, and constitutes the sole, full and complete Agreement between the parties hereto.
Subscriber acknowledges that they understand and agree to this Subscription Agreement in its entirety.
