1. Introduction and General Information        

 1.1 Introduction                                          

This document defines the Terms and Conditions (“Ts and Cs”) for participation in the Asante, A Communication Division of UIC Corporation,(Asante) Authorized Reseller Program. Asante reserves the right to unilaterally modify the Ts and Cs upon thirty (30) days written notice, provided that such change will apply simultaneously to all similarly situated resellers who are participating in the Asante, Authorized Reseller Program.

1.2 Definition of Terms

Asante’s’ trademarks and brands shall be referred to collectively as the “Asante, Logos."
Minimum Advertised Price policy shall be referred to collectively as MAP.

2. Intent of Program

The purpose of this Program is to positively promote Asante products and brands and to motivate resellers to adhere to our Minimum Advertised Price policy (MAP),

• This Program is intended to support authorized resellers for the production of their Asante advertisements, promotions, and market activities that feature Asante products and prominently display the Asante, Logos. Asante will monitor the use of the Asante, Logos.
• Authorized Program participants will have the privilege of limited price protection.
• This Program is intended to ensure that all Asante products are sold at our MAP policy.
• Asante reserves the right to review resellers marketing activities for Asante under this Program and to assess program availability to respective resellers accordingly.

2.1 Promotion Standards

All promotions and advertisements that incorporate Asante, Logos and the placement and programming context in which they appear must comply with high standards of good taste, as determined by Asante at its sole discretion. The overall promotion must also promote the Asante brands in a positive manner.

2.2 No Endorsement

Participation by a reseller in the program (including Asante prior approval of all advertisements) shall not be construed as endorsement by Asante of any brand or company name.

3. Program Eligibility and Participation Requirements

3.1 Eligibility

To be eligible for the Program, the reseller must:

• Be authorized by Asante before selling any products.
• Promote and sell Asante products to end users using approved Asante, Logos.
• Adhere to Asante MAP policy.

 3.2 Participation Requirements

To participate in the Program, a prospective reseller must:

• Complete the Asante, Authorized Reseller Program Application and submit via online to Asante.
• Advertise using Asante provided intellectual property in the form of logos and other company provided materials.
• When merchandising use signage and other point of purchase displays provided by Asante.

4.0 Price Adjustments:

Price Increases.  Asante shall have the right to increase prices from time to time, upon written notice
to the resellers not less than (30) days prior to the effective date of such increase.
           
Price Decreases.  Asante shall have the right to decrease prices from time to time. If price is
decreased Asante shall grant resellers a price credit on products on order, in transit and in the
inventory within 45 days of reseller purchasing product. A dated copy of the sales receipt must be
provided.

End-of-Life/Excess Inventory Price Protection.  In the event that  Asante sells its end-of-life, close-out
or excess inventory products to resellers and the price of such products decrease, Asante shall grant
resellers a price credit, again within 45 days of reseller purchasing products. A dated copy of the
sales receipt must be provided.

To qualify for price protection the reseller MUST comply with the following:

• Submit price protection claims for all un-sold inventory within 10 days of the price decrease.
• Include a system generated inventory report as of the date of the price change with the claim.
• If you cannot submit a system generated inventory report, please submit a signed and dated manual inventory report. Fax or convert to PDF and email to Asante at sales@asante.com

Asante reserves the right to audit inventory quantities.

5.0 RMA Procedure

All products for return must have an RMA number.  All RMA numbers are issued by Technical Support.  The RMA number must be clearly visible on the return box. Reseller pays for shipping to Asante.  Asante pays for shipping back.  RMA repair target is to ship the unit within one week of receipt.  Asante will provide the same or similar product at Asante’s discretion.  The following information is required:

First and last name
Company Name
Phone Number
Shipping address
Part number and quantity
Email address
Serial number

Return for credit/refund is available for 30 days.  A dated copy of the sales receipt must be provided.  The original packing box and all contents must be included in good condition.  Refund for cash is available for quantity one only unless approved by sales management.

6.0 Warranty

Subject to the limitations and exclusions below, Asante warrants to the original end user purchaser that the covered products will be free from defects in title, materials and manufacturing workmanship for a period of three years from the date of purchase, for Intracore products and a period of two years from the date of purchase for Friendly Net products. This warranty excludes fans, power supplies, non-integrated software and accessories. Asante warrants that the fans and power supplies will be free from defects in title, materials and manufacturing workmanship for three years from date of purchase for Intracore products and a period of two years from the date of purchase for Friendly Net products.   Asante warrants that non-integrated software included with its products will be free from defects in title, materials, and workmanship for a period of 90 days from date of purchase, and the Company will support such software for the purpose for which it was intended for a period of 90 days from the date of purchase. This warranty expressly excludes problems arising due to compatibility with other vendors products, or future compatibility due to third party software or driver updates.

To take advantage of this warranty, you must contact Asante for a return materials authorization (RMA) number. The RMA number must be clearly written on the outside of the returned package. Product must be sent to Asante postage paid. In the event of a defect, Asante will repair or replace defective product or components with new, refurbished or equivalent product or components as deemed appropriate by Asante. The foregoing is your sole remedy, and Asante's only obligation, with respect to any defect or non-conformity. Asante makes no warranty with respect to accessories (including but not limited to cables, brackets and fasteners) included with the covered product, nor to any discontinued product, i.e., product purchased more than thirty days after Asante has removed such product from its price list or discontinued shipments of such product.

This warranty is exclusive and is limited to the original end user purchaser only. Proof of purchase is required. This warranty shall not apply to secondhand products or to products that have been subjected to abuse, misuse, abnormal electrical or environmental conditions, or any condition other than what can be considered normal use.

ASANTE MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ASANTE PRODUCTS, EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. ASANTE'S LIABILITY ARISING FROM OR RELATING TO THE PURCHASE, USE OR INABILITY TO USE THE PRODUCTS IS LIMITED TO A REFUND OF THE PURCHASE PRICE PAID. IN NO EVENT WILL ASANTE BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES FOR THE BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, INCLUDING ECONOMIC LOSS, DAMAGE TO PROPERTY AND, TO THE EXTENT PERMITTED BY LAW, DAMAGES FOR PERSONAL INJURY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLI-GENCE). THESE LIMITATIONS SHALL APPLY EVEN IF ASANTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF THIS WARRANTY IS FOUND TO FAIL OF ITS ESSENTIAL PURPOSE.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages or limitations on how long an implied warranty lasts, so the above limitations or exclusions may not apply to you. This warranty gives you specific legal rights, and you may have other rights, which vary from jurisdiction to jurisdiction.

Please visit www.asante.com for warranty pertaining to different product lines.

7.0 Grounds for Termination

Program Intent: Asante reserves the right to terminate the Reseller’s participation from the Program if the Reseller violates the Program guidelines or the intent of the Program.  The Reseller is given a three strike violation indication prior to program termination.

First Violation: Reseller is formally warned and noted for violating program policy

Second Violation: Reseller is placed on probation; access to buy/sell product will be cut off for 30 days. 

Third Violation: Reseller is terminated from the authorized to sell list.

8.0 Inactivity

Any Reseller who is inactive for twelve (12) consecutive months will be terminated from the Asante Authorized Reseller Program. Inactivity is defined as twelve (12) consecutive months without sales.

8.1 Effect of Termination
Upon termination of a Reseller’s participation in the Program Reseller is no longer permitted to advertise in any way Asante product, to claim price protection, or to buy and resell Asante products.