Terms of Use

This License Agreement between American Solutions Group Inc. hereinafter referred to as "Licensor" and subscriber, hereinafter referred to as "Licensee" governs the use of the ASG SUBCRIPTION SERVICE called www.eSemc.com hereinafter referred to as the "Subscription Service".

Licensee acknowledges and accepts this Agreement by proceeding to register for the Subscription Service.

PLEASE READ THIS LICENSE AGREEMENT CAREFULLY. CLICKING ON THE ACCEPT BUTTON BELOW INDICATES YOUR ACCEPTANCE OF THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE WITH THE TERMS, THEN CLICK ON THE CANCEL BUTTON. (**Confirm default to cancel)

1. Service Description

   Subscription Service is an online system designed for the insurance industry. Licensor may expand or enhance the features available from time to time at its sole discretion. Some features are part of the base Subscription Service while other features may be utilized for an additional fee.

2. License Grant

   Upon acceptance, Licensee is granted a non-exclusive, non-transferable personal license to access and use the Subscription Service under the terms stated in this License Agreement for Licensee's business or profession. The terms and conditions of this license apply to each individual user within Licensee's organization accessing data. Assignment of Licensee's rights or delegation of duties under this Agreement without the prior written consent of Licensor is strictly prohibited.

3. Term

   The term of this Agreement is month-to-month. A month is defined as a calendar month. A 30 day notice to terminate is required. See section entitled "Termination of User Agreement" for further information.

4. Licensee Data

   Title and ownership of the data entered, modified, or deleted by Licensee into the Subscription Service shall become the property of the Licensee, with the exception of information captured by the Licensor for registration and billing purposes. Base data provided to Licensee from Licensor and its Third Party Provider will remain the sole property of the Licensor and its Third Party Provider. Licensor will produce regular backups of Licensee data. Provided all fees owed have been paid, Licensee may request that its Data be copied on to physical media (CD) and provided to Licensee for storage. Licensee will be responsible for any fees associated with this copy service. This service (receiving Data on CD) will be available to the Licensee while licensed to use the Subscription Service AND within thirty (30) days following the termination of this Agreement. Thirty-one (31) days following the termination of this Agreement, the Licensee Data will be destroyed and will not be available.

5. Privacy & Security

   Licensor has taken reasonable actions, including encryption and utilization of firewalls, to ensure that Licensee information is protected. However, Licensee acknowledges that the Internet is an open system and Licensor cannot and does not warrant or guarantee that third parties will not intercept Licensee information. Licensee is solely responsible for maintaining the confidentiality of its corporate ID and any user passwords for accessing its data, and agree that Licensor will have no obligations with regard to the use by third parties of such IDs and passwords. Licensee shall be responsible for any and all password and account activity. Licensee agrees to notify Licensor immediately if it believes that the security of its account has been compromised. To protect the privacy of Licensee's data, any request to change Licensee's ID must in writing on company letterhead and transmitted either by fax or mail. Licensor will then contact the Licensee to verify the request, prior to providing a new ID. Licensee will be responsible for any fees associated with this change.

6. Server Availability and Scheduled Maintenance

   Licensor will periodically schedule maintenance to the Subscription Service site. These updates will usually take place outside normal business hours of 7:00AM - 5:00PM within your time zone. Licensor will attempt to notify Licensee's business when an update will occur and at what time. During the update process you may not be able to access your data. In the event a mission critical maintenance situation arises, Licensor may be required to perform emergency maintenance at any time. During these scheduled and emergency maintenance periods, Licensee may not be able to access its data. Licensee agrees to cooperate with Licensor during the scheduled and emergency maintenance periods.

7. Force Majeure

   Licensor is not responsible for failure by physical causes alone without the intervention of man. Licensor is not responsible for failure resulting from scheduled maintenance or emergency maintenance periods as discussed in the Section entitled "Server Availability and Scheduled Down Times".

8. Termination of License Agreement

   Either Licensee or Licensor may cancel or terminate this License Agreement upon 30 days written notice via electronic mail or conventional mail, but Licensee shall remain liable for all fees accrued prior to the effective date of termination. Licensor also reserves the right to restrict, suspend or terminate Licensee's access to the Subscription Service in whole or in part without notice and without liability, with respect to any breach or threatened breach of any portion of this License Agreement by Licensee. If Licensor terminates this License Agreement based on a breach of any portion of this User Agreement by Licensee, Licensor reserves the right to refuse to provide Subscription Services to Licensee in the future. If the License Agreement is terminated by Licensor for reasons other than Licensee's breach of this Agreement, Licensee data will be made available to Licensee for thirty (30) days after termination. Licensee will be responsible for any fees that may apply.

9. Modifications to License Agreement and Subscription Service

   Licensor reserves the right to modify this License Agreement, and the software or policies associated with Licensor. Any modification is effective immediately upon posting to the Site or in writing to Licensee. Licensee may NOT assign, sell, distribute, lease, rent, or sublicense Licensee's right to use the Subscription Service or this license to any other person or organization. Licensee's continued use of the Subscription Service following any modification shall be conclusively deemed an acceptance of all such modification(s). Licensor reserves the right to modify, suspend or discontinue the Subscription Service or any portion thereof at any time, including the availability of any functional area. Licensor may also impose limits on certain features and services or restrict Licensee's access to parts without notice or liability. Licensee may NOT sell, distribute, lease, rent, sublicense, or otherwise offer access to or use of the Subscription Service to third parties. Licensee may NOT reverse-engineer, disassemble, or decompile the Subscription Service or otherwise attempt to discover the source code or structural framework.

10. Support

    Licensor provides telephone support during normal business hours of 8:00AM - 5:00PM Eastern Standard Time. Online support is also available. Additional fees may be charged for this service and may be outlined in a separate support agreement. The use of Subscription Service by a business whose principal place of business is outside of the United States will not be supported.

11. Recommended Environment

    This Subscription Service has been designed to work optimally in the environment documented within system requirements accessed at www.eSemc.com. Any defects, inconsistencies, or issues arising out of operating outside the parameters set forth is not the responsibility for Licensor to rectify.

12. Charges/Fees

    Certain services within the Subscription Service are available only through a monthly fee associated with the described service.

    1. Licensee agrees to pay, using a valid credit card or check acceptable to Licensor, the fees set forth on the Site, applicable taxes, and other charges incurred on Licensee's account in order to utilize the Subscription Service and access your data. Licensor reserves the right to change fees, or to institute new fees at any time, without notice. Licensor will automatically charge Licensee's account on a monthly basis for any fees incurred to the terms set forth on this Agreement. In the event Licensor cannot charge Licensee's account or collect said fees, Licensor reserves the right to terminate Licensee's access to the Subscription Service. Fees will be charged on a monthly basis, unless otherwise stated in this Agreement or any addendum. No refunds or credit will be granted for cancellations.

    2. Licensee is also responsible for all expenses and charges associated with accessing the World Wide Web and connecting to the Subscription Service, any service fees associated with such access and connection, and for providing all equipment necessary for Licensee to make such connection, including, without limitation, computer and modem.

    3. For purposes of identification and billing, Licensee agrees to provide Licensor with accurate, current and complete information required by the site registration, including, without limitation, Licensee's legal name, address, telephone number(s), email address, and applicable payment data as requested and to maintain this information as accurate, current and complete. Failure to provide and maintain accurate, current and complete information may, at Licensor's option, result in immediate suspension or termination of Licensee's right to use the Subscription Service.

    4. Should Licensee cancel the service, Licensee agrees to notify Licensor in writing at least 30 days prior to requested cancellation date. See section entitled "Termination of User Agreement" for further information.

    5. All charges are exclusive of any state or local sales, use or similar taxes. If any such taxes are applicable, they will be billed accordingly, and are the sole responsibility of the Licensee.

13. Indemnification

    Licensee hereby agrees to indemnify, defend, and hold harmless Licensor and its Third Party Provider from and against any and all claims, proceedings, damages, liability, and costs (including reasonable attorney fees) incurred by Licensor and its Third Party Provider in connection with any claim arising out of (i) any breach or alleged breach of any of Licensee's obligations set forth herein, or (ii) any acts by Licensee in connection with the Subscription Service regardless of the type or nature of the claim. Licensee shall cooperate as fully as reasonably required in the defense of any claim. Licensor reserves the right, at Licensee's expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Licensee and Licensee shall not in any event settle any matter without the written consent of Licensor.

14. Choice of Law, Personal Jurisdiction and Forum Selection

    This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan without regard to its conflict of law principles. Licensee submits to the personal jurisdiction of the courts located in the State of Michigan. Any action brought hereunder shall be brought exclusively in a State or Federal court within the jurisdiction of Oakland County, Michigan. The parties agree that a material portion of the duties and obligations contemplated by this Agreement shall take place in the State of Michigan.

15. Disclaimer of Warranty and Limitation of Liability

    Licensee recognizes that the Subscription Service may have defects or deficiencies that may or may not be known by Licensor, and may or may not be corrected by Licensor and that LICENSOR PROVIDES THE SUBSCRIPTION SERVICE, ON AN "AS IS" BASIS, WITHOUT A WARRANTY OF ANY KIND. LICENSOR MAKES NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT. ANY AND ALL WARRANTIES ARE EXPRESSLY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, TITLE, SECURITY, ACCURACY, AVAILABILITY OR UNINTERRUPTED ACCESS. THIS DISCLAIMER APPLIES TO ANY AND ALL EXPENSES, DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR OR OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, OR ANY THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY RECORD OR DATA, WHETHER FOR BREACH OF CONTRACT OR FOR ANY OTHER CAUSE OF ACTION. FURTHER, LICENSOR DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICE IS FREE FROM BUGS, INTERRUPTION, ERRORS, OR OTHER PROGRAM LIMITATIONS.

    IN NO EVENT SHALL LICENSOR'S LIABILITY TO LICENSEE FOR DAMAGES HEREUNDER, AND FOR ANY CAUSE OR CAUSES OF ACTION WHATSOEVER, EXCEED THE AMOUNT PAID BY LICENSEE FOR USE OF THE SUBSCRIPTION SERVICE DURING THE PROCEEDING THREE MONTHS. IN NO EVENT SHALL LICENSOR OR ANY RELATED PARTY BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF USE, OR INABILITY TO USE, THE SUBSCRIPTION SERVICE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, INCLUDING USE OF THIRD PARTY SOFTWARE IN CONNECTION WITH THE PROGRAM (I.E., MICROSOFT INTERNET EXPLORER), WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, WORK STOPPAGE, INTERNET OR COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION WILL NOT APPLY IN THOSE STATES.

16. MISCELLANEOUS
    1. If any provision in this License Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect.

    2. A waiver by either party of any term or condition of this License Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach hereof. The failure of either party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.

    3. Licensee may not assign or otherwise transfer any rights under this Agreement without the prior written consent of Licensor.

    4. This Agreement shall not be governed by the United Nations Convention for the International Sale of Goods.

    5. The controlling language of this Agreement is English.

    6. The Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns.

    7. Licensor shall NOT be in default or be liable for or deemed in default for any delay, failure in performance or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.

    8. The relationship between Licensor and Licensee is that of independent contractors and neither Licensee nor its agents or Approved Users shall have any authority to bind Licensor in any way.

    9. The headings to the sections of this Agreement are used for convenience only and shall have no substantive meaning.

    10. The provisions of this Agreement which require or contemplate performance after expiration or termination of this Agreement shall be enforceable notwithstanding said expiration or termination.

    11. This Agreement supersedes all prior agreements and understandings and sets forth the entire agreement between the parties regarding the subject matter

17. Licensee Outside the U.S.

    If Licensee is located outside the U.S. then the provisions of this Section shall apply.

    1. Licensee is responsible for complying with any local laws in its jurisdiction which might impact its right to import, export or use the Subscription Service, and Licensee represents that it has complied with any regulations or registration procedures required by applicable law to make this License Agreement enforceable.

18. Copyright and Trademark Notices, Ownership, and Protection of Intellectual Property

    "eSemc.com" and "The Agency Advocate on the Web" are trademarks of American Solutions Group, Inc. and may only be used to denote products produced by American Solutions Group Inc. Any other product and company names mentioned herein may be trademarks and/or service marks of their respective owners. Elements of the Subscription Service are protected and may not be copied or imitated in whole or in part without the express written permission of American Solutions Group, Inc.

    Title, ownership and intellectual property rights in all material and all related rights are protected by the intellectual property or copyright laws of the United States and international copyright treaties and shall at all times, and throughout the world, remain the property of Licensor or its suppliers exclusively. Licensor reserves the exclusive copyright and all other rights, title and interest to distribute the material. Licensee hereby assign to Licensor all copyrights and other proprietary rights in and to any derivative work of the Subscription Service that Licensee creates in violation of this Agreement.

    Licensor holds the technology used in the Subscription Service as a trade secret, and Licensee shall maintain any information learned about that technology as a trade secret and shall not disclose such information or permit such information to be disclosed to any person or entity, however, this does not restrict Licensee to train its employees in the ordinary use of the Subscription Service.

    This Section shall survive any termination of this Agreement. Other sections may also survive. See Section entitled "Miscellaneous" for further information.

19. Notices

    Except as otherwise provided herein, all notices and other communications under this Agreement shall be in writing.

    If mailed, Notices shall be deemed to have been properly given on the date deposited in the U.S. Mail. If published online, Notices shall be deemed to have been properly given on the date first made available. If delivered in any other manner, Notice shall have been properly given on the date received. If no response to an e-mail notice is received within two business days, the notice should be sent by other means with a copy of the e-mail notice attached. In such case, notice shall be deemed to have occurred the business day following the date of the e-mail, if the e-mail had been sent to the proper e-mail address.

    Notices to American Solutions Group Inc. should be sent to: (if by e-mail): billing@americansg.com: (if by U.S. Mail or by delivery): American Solutions Group, 30100 Telegraph Road, Suite 450, Bingham Farms, MI 48025