ASOS connect user agreement

This User Agreement is made between you (“You” or “User”) and ASOS.com Limited, a company incorporated in England and Wales, with company number 3584121 whose registered office is located at Greater London House, Hampstead Road, London NW1 7FB (“We”, “Us” or “ASOS”) and sets out the terms and conditions under which You may access or participate in ASOS Connect http://www.asosconnect.com/ , a website which has been established to enable the exchange of views, ideas and information between ASOS, affiliates, merchants and other interested or involved in the affiliate marketing industry (“ASOS Connect”). The term “You” or “User” shall mean only the principal entity accepting this User Agreement and registering on the Website. “You” and “User” shall under no circumstances include any third party entities or affiliates not directly accepting this User Agreement and registering on the Website.

Please check the box at the end of this page to confirm you understand the terms and conditions contained within this User Agreement. If You, the User, do not accept the terms of this User Agreement, you cannot use ASOS Connect.

1. REGISTRATION

1.1 When you register on ASOS Connect you will be allocated a personal website account, which you can access by entering your username and password (“User Account”). All User Accounts must be registered with a valid personal email address that you access regularly and we may require Users to re-validate their User Account if we believe they have been using an invalid email address.

1.2 The User Account is for a single User only. ASOS will not permit you to share your username and password with any other person nor with multiple Users. Responsibility for the security of any passwords issued rests with you. If you use multiple User Accounts you may have action taken against all of your accounts.

1.3 ASOS reserves the right to close or decline User Accounts if we believe the User is using proxy internet protocol addresses in order to attempt to hide the use of multiple accounts or disrupt the Website in any way.

2. offer and engagement

2.1 We may post offers on ASOS Connect to pay You, or other Users, a specified commission in return for certain advertising services (“Offer”). If You accept one of our Offers (“Engagement”), the terms and conditions of this User Agreement apply, and in the event of any inconsistency, the terms of the Engagement shall prevail.

2.2 In order to receive commission on the Offer, You must display a link from Your website to one or more of the following of our websites including www.asos.com ; us.asos.com ; www.asos.fr ; www.asos.de ; www.asos.com/it ; www.asos.com/es ; www.asos.com/au and www.asos.com/ru (“Our Website”) using a URL we provide you in the Offer, or at any other time (“Permitted Link”) on one of Your websites.

2.3 You hereby agree that the position, prominence and nature of a Permitted Link on Your site shall comply with any requirements specified in the Engagement, but otherwise will be in Your discretion

2.4 At any time prior to You displaying a Permitted Link on Your website(s), we may, with or without notice

(i) change, suspend or discontinue an aspect of an Offer or an Engagement; or

(ii) remove alter or modify any graphic or banner ad that we have submitted for an Offer or Engagement.

2.5 You agree to promptly implement any request from Us to remove, alter or modify any such graphic or banner ad.

3. YOUR RESPONSIBILITIES

3.1 You agree to use ASOS Connect for lawful purposes only in accordance with the terms of this User Agreement. You may not use ASOS Connect:

(i) in any way that breaches any applicable local, national or international law or regulation;

(ii) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

(iii) for the purpose of harming or attempting to harm minors in any way;

(iv) to send, knowingly receive, upload, download, use or re-use any Content (as defined below in clause 5) which does not comply with our Content Standards (as set out at below at clause 5);

(v) to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of solicitation, marketing, transaction, video, photo, sound, notice or advice;

(vi) to knowingly transmit any data, send or upload any Content that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;

(vii) to reproduce, duplicate, copy or re-sell any part of ASOS Connect in contravention of the terms of this User Agreement; and

(viii) to access interfere with, cause damage or disrupt:

A. any part of ASOS Connect;

B. any equipment or network on which ASOS Connect is stored;

C. any software used in the provision of ASOS Connect; or

D. any equipment or network or software owned or used by any third party.

3.2 You agree not to make any representations, warranties or other statements concerning Us, Our Website, any of Our products or services, or Our Website policies, except as expressly authorised by the Engagement.

3.3 You acknowledge that we are under no obligation to oversee, monitor or moderate ASOS Connect, and we expressly exclude our liability for any loss or damage arising from the use of ASOS Connect by a User in contravention of our Content Standards, whether the service is moderated or not. However, where we do moderate ASOS Connect, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.

3.4 You are responsible for notifying Us of any malfunctioning of the Permitted Link specified in the Engagement or other problems with Your participation in the Engagement. We will respond promptly to all concerns upon receipt of Your notification.

3.5 IF YOU FAIL TO COMPLY WITH THE FOLLOWING RESTRICTIONS, AT OUR SOLE DISCRETION, YOU WILL FORFEIT COMMISSIONS (AS DEFINED IN CLAUSE 4) OTHERWISE EARNED DURING ANY PERIOD OF NON-COMPLIANCE AND WE MAY, AT OUR SOLE DISCRETION TERMINATE THIS AGREEMENT WITH IMMEDIATE EFFECT:

(a) Keyword bidding and use policy: Search arbitrage is prohibited. Without limiting the generality of the foregoing, You will not purchase or bid for placement of ASOS, any variation thereof (including, but not limited to, abbreviations, misspellings, stringing of the name ASOS), and any other trademarks of Ours within any third party search engine or shopping portal including, but not limited to, AOL, Yahoo, MSN, Google, Bing, Naver, Yandex, Daum, and Ask. Additionally, You will not pay third parties for placement in search engines or shopping portals on the basis of your use of Our name. You agree not to engage in any paid advertising that utilises any keyword or search term that contains a trademark, service mark or brand name of any of our suppliers or of our competitors for the purpose of directing visitors to Our Website without Our prior written consent.

(b) Cybersquatting Policy: You will not employ any so-called ‘fat finger domains’ or ‘typosquatter domains’ redirecting web traffic directly or indirectly to your website(s). A fat-finger or typosquatter domain is any domain that amounts to a misspelling of any registered or unregistered ASOS trademark, examples of which include: www.asoss.com, www.asseenon.com and so forth. You will not place the word ASOS or any variation or close spelling of the word, in Your website(s) URL to the left of Your top-level domain name or sub-domain such as, for example only: Asos.Yourdomainname.com. You will not represent Your website(s) as Our Website or make similar representations. You will not frame Your website(s) so as to appear as if visitors are both on Your website(s) and Our Website or in any way that is confusingly similar to our site, as determined in our sole discretion.

(c) Email: You may not do any of the following unless you first obtain in advance our express written permission, which may be withheld in our absolute discretion: (i) generate or send any email messages or other electronic messages (including text or SMS messages) using or containing asos.com, trademarks of ours or any variation thereof, product descriptions, or any of the Permitted Links or Content; (ii) send any email or other electronic message that in any way suggests or implies or misleads or is likely to mislead (including without limitation, via the return address, subject heading, header information or message contents) a recipient into believing that ASOS or any related entity was the sender or sponsor of such email or procured or induced You to send such email; (iii) forward, redistribute, or otherwise repurpose any email communications or newsletters or other electronic messages that ASOS sends to its affiliates and/or customers; or (iv) generate or send any unsolicited email (spam) under this User Agreement. Requests to do any of the foregoing must be made in writing and sent to Us. These prohibitions are in addition to, and not in place of, all prohibitions and restrictions that apply elsewhere in this User Agreement, and under any agreement between You and ASOS, as well as all prohibitions and requirements under all applicable laws and regulations.

(d) Promotion Codes: You may not utilise any voucher or promotion code on Your website(s) that has not been provided to You through ASOS Connect.

(e) Brand Exclusions: If we request You to stop adverting specific brands initially listed in an Engagement, We will not pay commission on these sales and if You continue to do so we will remove You from ASOS Connect immediately. Current brand exclusions include brands listed can be found in this link. We reserve the right to alter and amend the list of excluded brands as and when required

3.6 We reserve the right to monitor Your website(s) at any time to confirm compliance with this User Agreement and any Engagement. Such monitoring shall be limited to User’s publically viewable, non-confidential website content only. You are fully responsible for all content, links and activities conducted on the Your website(s).

3.7 You may not utilise the services of any behavioral networks in connection with promotion of Our Website, products, Permitted Links or any Content. Behavioral networks are defined as any party serving pop-up ads, banner ads, page views or other forms of content or media to a web site based on user behavior at any web site other than the web site to which such content is served, including search queries or visits to specific URLs, as a result of software downloaded by the user or identifiers (including cookies) used to track a user. Behavioral networks forbidden include but are not limited to eXelate, Lindotiger, Tatto Media, Front Porch, AudienceScience (formerly Revenue Science), Burst, NebuAd, Phorm, ValueClick or Tribal Fusion.

3.8 You may not change, modify or revise any Permitted Links or Content in any manner whatsoever without Our prior written consent, which approval may be withheld in Our sole and absolute discretion. The prohibited change, modification or revision to Permitted Links or Content shall include, without limitation, revisions to proportions, colours or elements, animation of the Permitted Links or Content and modifications that otherwise affect the perspective or dimensional appearance of any icons, buttons, banners, graphics files, or Content.

3.9 In addition to the foregoing, You must not engage in any of the following with respect to Your website(s) and/or Your participation in any Engagement:

(i) operate an illegal business through Your website(s);

(ii) engage in any illegal activity of any type, including but not limited to displaying illegal content on Your website(s) or offer any illegal goods or services through Your website(s);

(iii) have Your website(s) contain or promote, any content which is misleading, fraudulent. abusive, violent, bigoted, hate-oriented, obscene or pornographic;

(iv) place Permitted Links and/or Content in newsgroups, message boards, blogs, link farms, unsolicited e-mail and other types of spam, banner networks, counters, chatrooms, guestbooks, IRC channels or through similar Internet resources;

(v) You shall not modify or otherwise alter Your website(s) in order to resemble the look and feel of Our Website;

(vi) infringe any intellectual property or other proprietary right of Ours or any third party;

(vii) engage in activities that in any way dilute, blur or tarnish the value of Our trademarks;

(viii) use or promulgate of any product or service that installs software or code on a user’s computer without prominent notice and express consent from the user (e.g., spyware or adware products) ;

(ix) display Permitted Links in any manner that expresses or might imply affiliation, sponsorship, endorsement, certification, or approval by Us, other than as contemplated by this User Agreement; or

(x) use the Permitted Links and/or Content in a manner that might suggest co-branding or otherwise create potential confusion as to source or sponsorship of Your products, services, Site, or advertising materials, or confusion as to ownership of the Content or Products or that suggests that Your products or services are Our products or services.

3.10 From time to time, We may provide You with replacement Permitted Links and/or Content. Within seven (7) days after receiving such replacement Permitted Links and/or Content from Us, You shall cease any further use of, and shall remove the prior Permitted Links and/or Content and replace the same with the updated Permitted Links and/or Content. Additionally, some Engagements may have specific end dates specifying when You must remove the Permitted Links and/or Content related to such Engagement. If You fail to remove any outdated Permitted Links and/or Content or fail to remove any Permitted Links and/or Content after an end date for an Engagement then, in addition to any other rights We may have, You will not be entitled to receive any Commissions for as long as You are in violation of this provision.

4. commissionS

4.1 We agree to pay to You the commission (“Commission”) specified in the Engagement if We sell a product which is the subject of an Engagement resulting in a visitor to Our Website (a "Customer") via the Permitted Link which, always, is the last link to Our Website that the Customer uses (“Session”). For the avoidance of doubt, a "Session" is the period of time beginning from a Customer's initial contact with Our Website via a Permitted Link from Your Website and terminating when the Customer either returns to Our Website via a link from a site other than Your site or the Engagement expires or is terminated.

4.2 ASOS shall have the sole right and responsibility for processing all orders made by Customers, and You acknowledge that all agreements relating to sales to Customers shall be between Us and the Customer.

4.4 All determinations of Permitted Links and whether a commission is payable or not will be made by ASOS and will be final and binding on both You and Us, and We reserve the right to approve or decline any commission. Where a commission has been declined, reasons for declined commissions will be provided by Us to You.

4.5 Prices for the products will be set solely by Us in Our discretion and shall be communicated by ASOS to the Customer.

4.6 Only orders generated via www.asos.com ; www.us.asos.com ; www.asos.fr ; www.asos.de ; www.asos.com/it ; www.asos.com/es ; www.asos.com/au or www.asos.com/ru are commissionable on ASOS Connect. Commission will not be payable on any orders generated on any of the following international sites: www.asos.cn

5. CONTENT

5.1 We may enable certain functionality on ASOS Connect which allows You to submit information, statements, content, documents, ideas, concepts, techniques, graphics or data and, conversely, which allows You to download the aforementioned as well as banners, feeds, tools, reporting, order information or links (collectively “Content”).

5.2 From time to time, ASOS may verify any Content submitted by Users, but will have no obligation to continually supervise the Content which has been provided by Users.

5.3 Any Content which You submit to ASOS Connect must:

(i) be accurate (where they state facts);

(ii) be genuinely held (where they state opinions); and

(iii) comply with applicable law in the UK and in any country from which they are posted;

5.4 Any Content which You submit to ASOS Connect must not:

(i) contain any material which is defamatory of any person;

(ii) contain any material which is obscene, offensive, hateful or inflammatory;

(iii) promote sexually explicit material;

(iv) promote violence;

(v) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

(vi) infringe any copyright, database right or trade mark of any other person;

(vii) be likely to deceive any person;

(viii) breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

(ix) promote any illegal or fraudulent activity;

(x) be threatening, abusive, defamatory or invade another's privacy, or cause annoyance, inconvenience or needless anxiety or be likely to harass, upset, embarrass, alarm or annoy any other person;

(xi) be used to impersonate anyone, or misrepresent a person’s identity or affiliation with any group, entity or person;

(xii) be technically harmful in any way, either intentionally or unintentionally, (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data);

(xiii) constitute, advocate, promote or assist any conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party; or

(xiv) give the impression that the Website condones or sponsors any of the malfeasance state in the this clause.

6. OWNERSHIP AND LICENSES

6.1 Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.

6.2 We grant to You a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, as designated in the Engagement or during the registration process on ASOS Connect, on Your website solely for the purpose of creating links from Your site(s) to Our Website(s) during Engagements. Except as expressly set forth in this User Agreement or permitted by applicable law, You may not copy, distribute, modify, reverse engineer, or create derivative works from the same. You may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void.

6.3 You may print and download extracts from the Website for your own use on the following basis: (i) text, documents, pictures, art photography, logos or graphics cannot be modified in any way; (ii) pictures, art photography, logos or graphics on the Website cannot be used separately from the corresponding text. Any use of extracts from ASOS Connect other than in accordance with this clause is strictly prohibited.

6.4 No part of the Website may be reproduced or appear on any other website and may not be stored in any public or private electronic retrieval system or service without ASOS's prior written permission.

6.5 You grant to Us a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any Content, graphic or banner ad submitted by You solely for co-branding purposes or as a return link from Our Website(s) to Your website(s).

6.6 By submitting such Content to ASOS Connect you acknowledge you own and/or have the right to use such Content in this manner and that such Content does not infringe any third party intellectual property rights. In the event that ASOS receives a complaint in respect of any Content posted by you it shall be your sole responsibility to deal with such a complaint and to compensate ASOS for any loss suffered. ASOS reserves the right to remove any such Content immediately.

6.7 You grant ASOS a license solely to enable ASOS to use any information or Content you supply ASOS with so that ASOS is not violating any rights you might have in that Content. You grant ASOS a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights you have in the Content, in any media now known or not currently known, with respect to your Content. You agree to allow ASOS to store or re-format your Content on ASOS and display your Content on Our Website or any of ASOS’ websites in any way as ASOS chooses. ASOS will only use personal information in accordance with ASOS 's Privacy Policy http://www.asos.com/infopages/pgeprivacy.aspx.

6.8 If You provide ASOS with suggestions for improvement to ASOS Connect, ASOS considers any unsolicited suggestions, ideas, proposals or other material submitted to it by users via ASOS Connect or otherwise (other than the Content) (collectively, the "Material") to be non-confidential and non-proprietary, and ASOS shall not be liable for the disclosure or use of such Material. You hereby grant and agree to grant ASOS, under all of your rights in the Material, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable and transferable right and license to incorporate, use, publish and exploit such Material for any purpose whatsoever, commercial or otherwise, including but not limited to incorporating it in the systems, documentation, or any product or service, without compensation or accounting to you and without further recourse by you.

6.9 All personally identifiable information or customer specific information provided to us by Customers is the sole and exclusive property of ASOS, and You shall neither have access to such information nor use any device, technique or software to obtain such information from Our Website.

7. REPRESENTATIONS AND WARRANTIES

7.1 You hereby represent and warrant that you:

(i) have full power and authority to enter into this User Agreement;

(ii) have the power and authority to provide any Content and sub-licence it to Us if you submit Content for which you are a licensee or sub-licensee;

(iii) have the consent of anyone who is identifiable in the Content that you submit or the consent of their parent / guardian if they are under 18 to provide it to ASOS Connect; and

(iv) any Content you submit complies with our Content Standards as set out at clause 5.

7.2. EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7.3 YOU AGREE TO INDEMNIFY AND HOLD ASOS AND ASOS’ PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, PUBLISHERS AND EMPLOYEES, HARMLESS FROM ANY CLAIM, LIABILITY, LOSSES, DAMAGES, INJURIES, EXPENSES OR DEMANDS, INCLUDING REASONABLE LEGAL FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH , OR ALLEGED BREACH, OF ANY OF YOUR REPRESENTATIONS OR OBLIGATIONS OF THIS USER AGREEMENT, OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR BREACH OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.

7.4 ASOS Connect, its Content, data, access and use and the results of such use are provided ‘as is’ and ‘as available’ to the fullest extent permissible pursuant to applicable law. ASOS disclaims all warranties express or implied, including, but not limited to, implied warranties of satisfactory quality and fitness for a particular purpose, in relation to Your user of ASOS Connect and the results of such use. Without limiting the foregoing, ASOS specifically disclaims any warranty (i) that the Website will be uninterrupted, accessible or error-free, (ii) that defects will be corrected, (iii) that there are no viruses or other harmful components, (iv) that the security methods employed will be sufficient, or (v) regarding correctness, accuracy, or reliability. You acknowledge that ASOS Connect relies on the performance of third parties beyond ASOS’s control.

7.5 While ASOS endeavours to ensure that the information on ASOS Connect is correct, ASOS does not warrant the accuracy, origin or completeness of the material on ASOS Connect. We may make changes to information on ASOS Connect at any time without notice. The information on ASOS Connect may be out of date, and ASOS makes no commitment to update such material.

7.6 ASOS is not responsible for the availability of outside websites or resources linked to or referenced on the Website. ASOS does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You agree that ASOS shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resources or via pop ups which may appear when accessing the Website from your computer.

8. LIMITATION OF LIABILITY AND DISCLAIMER

8.1 IN NO EVENT SHALL ASOS, AND (AS APPLICABLE) ITS OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, EVEN IF INFORMED OF THE POSSIBILITY.

8.2 ASOS' LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF ASOS' OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE ARISING UNDER OR WITH RESPECT TO THIS USER AGREEMENT SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT OF COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS USER AGREEMENT.

8.3 Notwithstanding clause 8.1, nothing in this User Agreement limits or excludes the liability of either party:

(i) for death or personal injury resulting from its own negligence; or (ii) for any damage or liability incurred by the other party as a result of fraud or fraudulent misrepresentation by the other.

9. Breach

9.1 Without limiting any other remedies, ASOS may, without notice, and without refunding any fees, delay or immediately remove Content, issue a warning to a user, temporarily suspend a user, temporarily or indefinitely suspend a user's account, terminate a user's account, prohibit access to ASOS Connect, and take technical and legal steps to keep a user off ASOS Connect and refuse to provide services to a user if any of the following apply:

(i) ASOS suspects a user has breached this User Agreement, the Privacy Policy, or other policy documents and community guidelines incorporated herein;

(ii) ASOS is unable to verify or authenticate any of your personal information or Content; or

(iii) ASOS believes that a user is acting inconsistently with the letter or spirit of ASOS' policies and/or this User Agreement, has engaged in improper or fraudulent activity in connection with ASOS or the actions may cause legal liability or financial loss to ASOS' users or to ASOS.

9.2 We will determine, at our sole discretion whether, by Your use of ASOS Connect, there has been a breach of this User Agreement. When a breach of this User Agreement has occurred, we may take such action as we deem appropriate.

9.3 Failure to comply with this User Agreement constitutes a material breach of its terms and may result in our taking all or any of the following actions, with or without a warning to You:

(i) immediate temporary or permanent withdrawal of Your right to use ASOS Connect;

(ii) immediate temporary or permanent removal of any posting or material uploaded by you to ASOS Connect;

(iii) issue of a warning to You;

(iv) legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach; and

(v) disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

9.4 We exclude liability for actions taken in response to breaches of this User Agreement. The responses described in this User Agreement are not limited, and we may take any other action that we deem appropriate.

10. TERMINATION

10.1 Subject to terms and conditions of this User Agreement, this User Agreement shall commence on the date on which the User uses ASOS Connect or clicks ‘Sign Up’ and shall continue until terminated by Us or You for any reason, at any time, by giving notice to the other party with at least one month’s written notice. For the avoidance of doubt, termination of this User Agreement shall also terminate any outstanding Engagements. However, all rights to payment, causes of action and any provisions which by their terms are intended to survive termination, shall survive termination of this Agreement.

10.2 Either party may terminate any Engagement at any time byUs or You for any reason, at any time, with or without notice to the other party.

For the avoidance of doubt, termination of an Engagement shall not terminate this Agreement or any other Engagement.

10.3 On termination of the User Agreement for any reason:

(i) all accrued rights and liabilities of the parties as at termination shall not be effected; and

(ii) Clauses 3, 4, 5, 6, 7, 8, 9, 12 and 13 shall survive termination of the User Agreement and continue in full force and effect.

11. NOTICES

Except as explicitly stated otherwise, any notices shall be given by post and attentioned to Legal and Company Secretarial Department, ASOS.com Limited; Greater London House, Hampstead Road, London NW1 7FB with a copy sent to legal@asos.com or, in your case, to the email address you provide to ASOS (either during the registration process or when your email address changes).

12. Privacy

12.1 Except as provided in ASOS' Privacy Policy (http://www.asos.com/infopages/pgeprivacy.aspx), ASOS will not sell or disclose your personal information (as defined in the Privacy Policy) to third parties without your explicit consent.

13. CONFIDENTIALITY

13.1 Each party acknowledges that during the course of the User Agreement it will have access to

Confidential Information. For the purpose of this clause 13, confidential information shall mean information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of ASOS or any group company for the time being confidential to ASOS or any group company and trade secrets including, without limitation, technical data and know-how relating to the business of ASOS or any group company or any of its or their suppliers, customers, agents, distributors, shareholders, management or business contacts, including information that You create, develop, receive or obtains in connection with this User Agreement or Engagement, whether or not such information (if in anything other than oral form) is marked confidential (“Confidential Information”).

13.2 Each party shall not (except in the proper course of its or his duties), either during the term of this User Agreement or Engagement or at any time after the termination of this User Agreement, use or disclose to any third party (and shall use its best endeavours to prevent the publication and disclosure of) any Confidential Information. This restriction does not apply to:

(i) any use or disclosure authorised by the other party or required by law; or

(ii) any information which is already in, or comes into, the public domain otherwise than through the receiving party’s or the Individual’s unauthorised disclosure.

13.3 At any stage during the term of this User Agreement or Engagement, You will promptly on request return to ASOS all and any ASOS Confidential Information in your possession.

14. Choice of Law

14.1 This Agreement shall in all respects be interpreted, governed and enforced by the laws of England and Wales.

15. GENERAL

15. You may not issue any press releases which refer to your use of ASOS Connect, or include the ASOS logo, name or brand, unless approved by ASOS in writing. Any press articles which have been released without our expressed permission shall be considered a material breach under this User Agreement.

16. GENERAL

16.1 ASOS reserves the right to modify or terminate ASOS Connect for any reason, without notice, at any time. ASOS reserves the right to alter this User Agreement or other Website policies at any time, so please review the policies frequently. If ASOS makes a material change ASOS will notify you here, by email, by means of a notice on our home page, or other places ASOS deems appropriate. What constitutes a "material change" will be determined in ASOS’ sole discretion, in good faith, and using common sense and reasonable judgment.

16.2 If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.

16.3 ASOS may assign or otherwise transfer any of its rights, benefits and duties under this User Agreement. Users may not transfer any of its rights, benefits or duties under this User Agreement.

16.4 This User Agreement constitutes the entire agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. No other representation or statement, whether or not in writing shall form a term of the User Agreement.

16.5 The failure or delay of ASOS to exercise or enforce any right in these terms does not waive the ASOS’ right to enforce that right.

16.6 If any of these terms are determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these terms are intended to be effective, then to the extent and within the jurisdiction in which that term is illegal, invalid or unenforceable, it shall be severed and deleted from these terms and the remaining terms shall survive and continue to be binding and enforceable.

16.7 You and ASOS are independent contractors and nothing in this User Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

16.8 A person who is not a party to this User Agreement shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999.

BY SELECTING THE "ACCEPT" BUTTON BELOW, YOU ARE ACKNOWLEDGING THAT YOU HAVE CAREFULLY REVIEWED THE FOREGOING USER AGREEMENT AND AGREE TO ALL OF THE TERMS AND CONDITIONS. YOU ACKNOWLEDGE THAT THIS AGREEMENT WILL ONLY BE EFFECTIVE UPON OUR ACCEPTANCE OF YOUR ONLINE APPLICATION FOR PARTICIPATION IN ASOS CONNECT.