ASP Vendor Application Kit Table Of Contents Cover Letter . . . . . . . . . . . . . . . . . . . . . . . . . 1 Important Copyright Requirements . . . . . . . . . . . . . . . 3 Vendor Application Instructions . . . . . . . . . . . . . . . . 4 Obtaining "ASP Approved Vendor" Status . . . . . . . . . . 4 Tips to Speed the Processing of Your Application . . . . . 7 Maintaining "ASP Approved Vendor" Status . . . . . . . . . 9 Approved Vendor Standards . . . . . . . . . . . . . . . . . . . 10 1.0 Introduction . . . . . . . . . . . . . . . . . . . . 10 2.0 Receiving and Maintaining ASP Approved Status . . . . 10 3.0 Vendor Advertising . . . . . . . . . . . . . . . . . 10 4.0 Vendor Catalogs . . . . . . . . . . . . . . . . . . . 11 5.0 Vendor Distribution . . . . . . . . . . . . . . . . . 12 6.0 Approved Vendor Benefits . . . . . . . . . . . . . . 15 Bylaws of the ASP, Inc. . . . . . . . . . . . . . . . . . . . . 16 ASP Ombudsman Policy . . . . . . . . . . . . . . . . . . . . . 28 Vendor Compliance Instructions . . . . . . . . . . . . . . . . 30 ASP Requirements Reminder . . . . . . . . . . . . . . . . . . . 31 Optional Additional Shareware Disclosure . . . . . . . . . . . 32 Vendor Application Form . . . . . . . . . . . . . . . . . . . . 33 Cover Letter Association of Shareware Professionals Jan Abbott - Executive Director 545 Grover Road Muskegon MI 49442-9427 Dear Vendor Applicant, Thank you for your interest in becoming an ASP Approved Vendor. This is the official ASP Vendor Application Package. This package contains all the information you need to ensure that your application is processed quickly and accurately. The contents are as follows: Vendor Application Instructions: This document describes the application process and includes tips on how to speed the processing of your application. Please read the Vendor Application Instructions carefully, to ensure that your application is correct. Approved Vendor Standards: The official ASP Vendor Standards document, established by the membership. Refer to this document to find exactly what is expected of Vendor Members, as well as a list of membership benefits. Bylaws of the ASP, Inc: The full text of the ASP Bylaws. This will help to give you a more complete understanding of the purpose and goals of ASP, as well as how ASP is organized. ASP Ombudsman Policy: The official policy regarding the ASP Ombudsman, established by the membership. Vendor Application Form: This is the actual application form, which must be completed and returned with your application for membership. ASP Requirements Reminder: Summary of the ASP's Vendor Requirements check list. Please submit your completed application to: Vendor Membership Committee Association of Shareware Professionals 545 Grover Road Muskegon, MI 49442-9427 Voice: 616-788-5131 (8:00am-5:00pm, Eastern Time, Weekdays only) FAX: 616-788-2765 (24 hours per day) CompuServe: 72050,1433 1 Please refer to section 6 of the Approved Vendor Standards for a list of some of the benefits you will receive as a result of your status as an ASP Approved Vendor. Note that the $250 first year dues are submitted with the application. The first year ends December 31 of the year of acceptance into the ASP. This first year dues is prorated by full quarter and this proration reduces your $250 dues billed in November for the second Year. For example: Your application acceptance is completed during June (part way through the second quarter). One full quarter has already gone by for the year. Thus, 1/4 of the $250 ($62.50) will be subtracted from the second years $250 dues resulting in a second years dues of $187.50. The dues for the third year and beyond are $250 unless changed by a vote of the membership at a future date. The annual dues bills are sent out about November 15 each year and the payment is due by January 10. Payments postmarked by the second business day of January will be considered to be paid on time even if received after January 10. Those whose application is approved on or after November 15 shall have their entire $250 application fee applied to the next years dues. About a month after you are approved, you will start receiving the ASP CD-ROM disk containing the shareware products of all ASP authors that have submitted their products for inclusion on the CD. Current plans are to ship this CD to you each month. Please allow 2-3 weeks for your application to be forwarded to the Vendor Membership Coordinator. If you have any questions, or if you wish to check on the status of your application, then please feel free to contact the Vendor Membership Coordinator directly. ASP has more than one Vendor Membership Coordinator, so please contact the ASP Executive Director to determine which Vendor Membership Coordinator is processing your application. Upon approval of your application for membership you will be mailed a Vendor Welcome Package containing material to help you get the most out of your membership in ASP. Thank you for your support of shareware and ASP! We look forward to hearing from you soon. Best regards, Jan Abbott ASP Executive Director 2 Association of Shareware Professionals Richard Harper - President 777 S. Roth St., Norfolk #4 - Reed City MI 49677-9801 USA Voice 616-832-3328 FAX 616-832-1068 CompuServe 76670,110 8-November-1995 Important Copyright Requirements DEAR ASP VENDOR MEMBER APPLICANT: The vast majority of our membership both understands and respects the rights of our Author Members to restrict various distribution methods, and to those that are in that vast majority let me offer my sincere thanks. Your support of the shareware industry and of the ASP is greatly appreciated. However, it has come to our attention that a small minority believe that they have an automatic right to distribute any product that appears on the ASP CD-ROM disc based solely on its inclusion on the disc. For that minority, we feel obligated to point out that this is an incorrect assumption. It is the ASP's (and many Federal law enforcement agencies) position that author distribution restrictions are legally enforceable under United States Copyright Law. Furthermore, each ASP Vendor Member has voluntarily agreed to respect any limitations that an author may place on the distribution of their software. This agreement applies to any product that an ASP Vendor Member may carry whether or not it is produced by an ASP Author or Publisher Member and no matter what source the software may have been obtained through. Failure to comply with this requirement will result in loss of membership. It is the responsibility of the Vendor Member to check each product that they intend to distribute to ensure that they have the appropriate permission to distribute that product. These limitations are most often found in the VENDINFO.DIZ, VENDOR.TXT or VENDOR.DOC files included with each software package, though they may appear elsewhere and remain equally binding. It is my intention to work with both Vendor and Author/Publisher Members during the coming year to work out both general and specific mechanisms that will help to make the task of complying with any distribution restrictions easier. In the meantime, your continued diligence is appreciated. Please be aware that if you decide not to become an ASP Vendor member, the copyright laws still apply to you. Sincerely, Richard G. Harper President, Association of Shareware Professionals 3 Vendor Application Instructions Vendor Application Instructions as of August, 1995 Your application can be approved in as little as two weeks, or it could take as long as a year or more, depending upon how closely you follow the simple instructions outlined below. Failing to follow these instructions may cause your application to be rejected. At the very least, failing to follow these instructions will delay your application while the ASP Vendor Membership Coordinator contacts you requesting corrections. Your application cannot be reviewed by the Board of Directors until the following requirements are met. Please be sure that the following requirements are met BEFORE submitting your application. Thank you! Obtaining "ASP Approved Vendor" Status: In order to evaluate your application, the following material MUST be submitted with the application: 1. Two (2) copies of each of your current catalogs, newsletters, etc. If you do not yet have catalogs, please send mockups showing the layout and descriptive information you plan to include. Your application must be accompanied by two (2) copies of your current catalog. If your catalog is on disk rather than printed, then please send two (2) copies of your disk-based catalog. If you use both printed AND on-disk catalogs, then send two (2) copies of each. If you use a newsletter in place of, or in addition to, a catalog, then include two (2) copies of your newsletter. If you are not yet in business, then you will need to supply a sample of your first catalog and/or newsletter. An author may become a member by submitting a solid "beta" version of his/her program, a vendor may also become a member by submitting a solid "beta" version of its catalog. If you are a "Rack" vendor (you set up racks of shareware in various locations), include the wording on any signs on the rack and the messages describing shareware and the registration process that you will have on each package. The ASP is concerned that the users realize they are purchasing shareware that may require additional payment for continued use. Packages without the "Shareware Message" can leave the impression that the rack payment is the only cost for using the shareware. 4 Vendor Application Instructions (Continued) Further, the ASP requires that the package be "sealed" so that the user can detect if the disk has been tampered with. The "sealing" can be as simple as printing the "Shareware/Registration" statement on label stock and sticking this label on the back of the disk so that half of the label is stuck to the sleeve. The other extreme could be to shrink wrap the package. Inexpensive plastic envelopes (particularily for 3«" disks) would fall somewhere between those extremes and should be very cost effective to you. If you do not supply two (2) copies of your catalog and or newsletter, your application cannot be processed. If you have a special case which you feel requires special treatment, then please write, call, or FAX the ASP Executive Director, who will answer your questions and/or consult the Board of Directors as appropriate. Why? Why do we need copies of your catalogs and/or newsletters or "rack" statements? ASP has established standards for its authors and vendors. In order to become an ASP Approved Vendor you must meet the minimum standards as set forth in the Approved Vendor Standards (enclosed). The material you submit with your application will be reviewed by one or more ASP Officers or committee members to ensure that it meets with the minimum standards. What needs to be in your catalog and/or newsletter? Exact details may be found in section 4.0 of the Approved Vendor Standards. The following items are required: To become an ASP Approved Vendor you must make an attempt to educate your customers on the nature of shareware. Use the ASP required wording wording found in section 4.2 on the Approved Vendor Standards sheets and repeated below: "Shareware is an exciting marketing method which allows you to try top-quality software before you pay the author. With Shareware, you cannot be disappointed spending money for a program that's not right for you. The small fee you pay to us covers only the duplication and distribution costs, and permits you to evaluate the program." "If you continue to use the program, you must send the author an additional payment which may entitle you to technical support, printed manual, bonus programs, and more. Your payment supports authors, enabling them to continue writing newer and better Shareware programs." 5 Vendor Application Instructions (Continued) This statement is important in maintaining customer satisfaction. Too often a customer purchases a disk from a vendor only to be offended when s/he learns that an additional payment is required. Customers should be fully informed before their purchase. Users are not "encouraged to register", they are "required to register". Please do not imply that a user registers only if s/he "likes" the product. Liking the product is irrelevant if the user continues using it beyond the evaluation period. Registration is required for use beyond evaluation, and emphasis is placed upon the individual author's registration requirements. The user's trial or evaluation license is determined by the copyright holder. This is a legal requirement, not an optional formality. This statement does not make promises which the authors can not fulfill, such as stating that registration always brings printed manuals. Usually this is true, but the actual registration benefits depend upon the individual author. Each author has his/her own registration incentives. Any programs appearing in your catalog which are produced by an ASP Author Member must be marked with an "ASP" notation. You must also include an explanation such as: "The notation 'ASP' indicates the program complies with the standards of the Association of Shareware Professionals." You cannot use the ASP Logo or Ombudsman statement in any advertisements, catalogs, newsletters, etc., until AFTER your application has been approved. Do NOT make statements such as "ASP membership applied for", or "we comply with the rules of ASP". 2. Two (2) copies of each of your current advertisements (or a note explaining that you do not advertise). This includes brochures. Why? Why do we need copies of your advertisements and/or brochures? 6 Vendor Application Instructions (Continued) Section 3.0 of the enclosed Approved Vendor Standards describes the minimum standards required by ASP in any advertisement or brochure which: offers shareware for sale (and lists a price) offers shareware as a promotion for any commercial venture uses shareware as an enticement for the user to pay for any product or service Specifically, the ASP reviewer will examine your advertisements and brochures to ensure that any reference to a price (even if the listed price is "free") is followed (or tied with an asterisk) to the following statement: "Shareware programs require separate payment to authors if found useful." This statement must appear immediately following the price, or it must be tied with an asterisk, to the price. This statement MUST be present in order to meet ASP standards. Be sure that this statement is large enough, in the opinion of the ASP Board of Directors, to be easily read by the average user. You may change the wording of that statement only with prior written approval from ASP. 3. A check or money order for $250 to cover your dues for the first year. (All but a $25 non-refundable application fee will be returned if your application is not accepted.) You may also pay your dues using Visa or MasterCard. If you do not include a check or money order for $250 or Master/Visa information, your application will be returned to you unprocessed. Please do not send cash with your application. Tips to Speed the Processing of Your Application: 1. Include a voice phone number with your application. If you are outside of the United States and Canada, then please be sure to include a FAX phone number. This will significantly improve the speed with which your application is processed. 7 Vendor Application Instructions (Continued) 2. There must be no confusion between "public domain" and "shareware" which are completely unrelated concepts. Shareware is NOT in the public domain, and public domain programs cannot be shareware. 3. ASP has worked hard through Congress to protect shareware and to distinguish it from public domain software. Because of this, ASP objects to company (vendor) names which include the phrase "Public Domain". If your company name includes the phrase "public domain" then you should consider changing your company name before submitting your application. If you are unable to change your company name, then you must make very clear which programs are public domain and which are shareware. You cannot imply that shareware programs are in the public domain. 4. ASP objects to company (vendor) names which include the word "Free". If your company name includes the word "Free" (such as "Freeware") then you should consider changing your company name before submitting your application. If you are unable to change your company name, then you must make it very clear, on the cover/title page of your catalog and/or newsletter that shareware is not free. 5. Please read the enclosed Approved Vendor Standards carefully. The person(s) reviewing your application will check to see that you comply with the Approved Vendor Standards. By reading that document you will be able to ascertain for yourself what changes, if any, will need to be made before your application can be accepted. 6. You can also assist the application review process by including your CompuServe UserID number (if you have one). ASP conducts virtually all of its business on CompuServe and we have found it to greatly enhance our communications. If you are not a CompuServe subscriber then ASP will supply you with a free CompuServe Introductory Membership when your ASP vendor membership application is approved. 8 Vendor Application Instructions (Continued) Maintaining "ASP Approved Vendor" Status: Once you become an ASP Approved Vendor, you must continue to meet the minimum standards of ASP as set forth in the Approved Vendor Standards. To maintain your ASP Approved Vendor status you will be required to mail two (2) copies of EVERY catalog, newsletter and advertisement you produce, to the following address: Vendor Compliance Committee Association of Shareware Professionals 545 Grover Road Muskegon MI 49442-9427 The material you send to the above address is used only to ensure continued compliance with ASP standards. Failure to submit the required material can result in the revocation of your membership status. You must also supply copies of each of your ads. Galley proofs are acceptable and if the identical ads are published in several places, one copy with a list of where it appeared would be appreciated. Thank you for your support of shareware and of the Association of Shareware Professionals. We look forward to hearing from you soon. 9 Approved Vendor Standards Approved Vendor Standards as of August, 1995 1.0 Introduction This document sets forth standards for a Shareware disk vendor to receive and maintain an "Approved" status from the Association of Shareware Professionals (ASP). Section 2.0 provides a general set of requirements, while specific standards involving advertising, newsletters and catalogs, and distribution are covered in sections 3.0, 4.0, and 5.0. Finally, the benefits of obtaining ASP endorsement are listed in section 6.0. 2.0 Receiving and Maintaining ASP Approved Status In order for a Shareware disk vendor to receive and maintain ASP approved status, the following standards must be met. 2.1. The vendor must fill out an application form stating his/her willingness to abide by the ASP standards set forth in this document and applying for Vendor membership. 2.2. The vendor must submit sample catalogs, newsletters, etc. with his/her application to prove compliance with ASP standards. The vendor will include a main ASP office on their catalog / newsletter mailing list for verification of continued compliance. 2.3. A vendor will be given a warning if he/she fails to meet one or more of the standards. If the vendor does not rectify the problem in a reasonable amount of time, ASP Approved status and Vendor membership will be withdrawn. 2.4. If ASP membership ceases for any reason, the vendor MUST cease using the ASP name in any way. Other benefits of membership will also cease. 3.0 Vendor Advertising All vendor advertisements and brochures that: 1. offer Shareware for sale and list a price, or 2. offer Shareware as a promotion for any commercial venture, or 3. use Shareware as an enticement for the user to pay for any product or service must state that "Shareware programs require separate payment to authors if found useful". This explanation must immediately follow the price (including "free" if used) or be tied to the price with an asterisk. The wording may be changed with PRIOR WRITTEN approval from ASP. 10 ASP Approved Vendor Standards 4.0 Vendor Catalogs 4.1 Approved vendors will identify ASP member's programs with an "ASP" notation and an explanation such as: "The notation 'ASP' indicates the program complies with the standards of the Association of Shareware Professionals." 4.2 Approved vendors will make an attempt to educate users on the nature of Shareware. The following statement must be present in catalogs and on the OUTSIDE of any pre- packaged ("rack") wrappers: "Shareware is an exciting marketing method which allows you to try top-quality software before you pay the author. With Shareware, you cannot be disappointed spending money on a program that's not right for you. The small fee you pay to us covers only the duplication and distribution costs, and permits you to evaluate the program." "If you continue to use the program, you must send the author an additional payment which may entitle you to technical support, printed manual, bonus programs, and more. Your payment supports the authors, enabling them to continue writing newer and better Shareware programs." 4.3 Ombudsman statement: If the ASP logo or name is used by any ASP approved vendor in any ads/catalogs etc , then that vendor must include the following statement with their catalogs and newsletters and is encouraged to include it with all disks sold: "Company X is an approved vendor member of the Association of Shareware Professionals (ASP). ASP wants to make sure that the shareware principle works for you. If you are unable to resolve a shareware-related problem with an ASP member by contacting the member directly, ASP may be able to help. The ASP Ombudsman can help you resolve a dispute or problem with an ASP member, but does not provide technical support for members' products. Please write to the ASP Ombudsman at 545 Grover Road, Muskegon MI 49442-9427 USA, FAX 616-788-2765 or send a CompuServe Mail message to ASP Ombudsman 70007,3536." 11 ASP Approved Vendor Standards 4.0 Vendor Catalogs (Continued) 4.3.1 Background on the Ombudsman: Here are the two aspects of the institution of relevance to vendor members (ASP authors also include a statement similar to that in 4.3 with their programs if they use the ASP logo): 1. The board shall set up the office of Ombudsman and appoint someone to that position. The Ombudsman's sole role shall be to mediate disputes between ASP members and their customers. The Ombudsman shall report to the board situations where he feels board action or knowledge is appropriate. 2. All ASP members, including vendor members, are required to cooperate with the Ombudsman when approached by him/her. 5.0 Vendor Distribution 5.1 Approved vendors will respect the copyright and all distribution restrictions made by individual authors, even if those restrictions are not specifically covered in this document. ASP authors shall place author's restrictions and authorizations in files called VENDOR.DOC and/or VENDINFO.DIZ on their distribution disks. 5.2 Approved vendors will provide the written notice presented in section 4.2 above with all Shareware programs shipped. If the vendor distributes Shareware in pre-packaged wrappers, then this notice must be on the OUTSIDE (visible) part of the package. Approved vendors will not claim to be selling programs except in situations where they are an authorized dealer for a shareware program and the distinction between duplication fees for trial programs and full licensing is made clear. 12 ASP Approved Vendor Standards 5.0 Vendor Distribution (Continued) 5.3 Approved vendors will not change or delete ANY files supplied with the program unless specifically authorized to in the author's documentation or with the author's prior written authorization. Vendors may make small additions which are designed to assist or provide a service to the user (unless prohibited by the author). Unless specifically disallowed by the author, vendors may place the authors files into a compressed or library format and may include the program on a disk with programs by others. ASP author's restrictions and authorization relevant to this section shall appear in the VENDOR.DOC and/or VENDINFO.DIZ file(s) mentioned in section 5.1 5.4 Approved vendors also agree to stop distributing a program including earlier versions requested by the author. 5.5 If a vendor member accepts a shareware program for distribution and receives a new version of that program directly from the author, then within ninety days (and if possible within thirty days), the vendor shall remove the old version from distribution, either replacing it with the new version or dropping the program. Similarly, a vendor must comply with an author's request to drop a program immediately. Exceptions are only allowed with the written permission of the author. 5.6 Approved Vendors who provide shareware disks wholesale to the retail store trade must provide those disks or disk sets in a final packaged and sealed condition. The notices mentioned in sections 4.2 and 5.2 apply to these packages. Signs containing this language are also encouraged on display racks. 5.7 At booths of Approved Vendors or their representatives at Flea Markets, Conventions, Computer Fairs and other gatherings where disks are sold customers must be informed of the need to register shareware by one of the following means: 1. A sign of a size that is readable from the customer's point of view, must be displayed. 2. Wording on printed packaging or disk sleeves used to hold the actual disks. 3. A brochure or vendor catalog included with every purchase. 13 ASP Approved Vendor Standards 5.0 Vendor Distribution (Continued) The materials must carry the notices outlined in sections 4.2 and 5.2. 5.8 Vendor Licencees Any ASP Vendor who authorizes distribution of materials by other vendors or distributors (licensees) must supply their licensees with written copies of all ASP Vendor Requirements and instruct the licensee that the grant of rights from the ASP Vendor to the licensee is subject to compliance by the licensee with these requirements. Additionally, it must be explained to the licensee that their arrangement does not grant them ASP membership or approval. Use of the ASP name and/or logo will remain limited to only those materials produced by and identified as belonging to the ASP Vendor Member. These provisions shall not prevent licensees from applying for and obtaining ASP Approved Vendor status. 5.9 CD-ROM Vendors If you produce CD-ROMs of shareware, you must show the date of release on the disk label. The accompanying literature must contain the shareware description, the ASP Ombudsman statement and the statement of registration requirements. If you have not yet actually produced the CD-ROM, you can submit a 1.44m disk showing the "front end" software with the opening screens, so we can see how you handle the description of shareware and the need to register and how you mark the ASP authored shareware selections on the menus. 5.10 Telemarketing Vendors who engage in phone solicitation of customers for shareware products ("telemarketing") must have in place a mechanism for ensuring that their sales personnel accurately represent the nature of such products and the need for registration payments to the author for their continued use. This mechanism must be in the form of an active call monitoring program by management personnel or a tracking system that will allow specific complaints to be traced to the individual making the sales call. All shareware actually sold as a result of telemarketing contacts must still meet all other provisions of this document. 14 ASP Approved Vendor Standards 6.0 Approved Vendor Benefits A Shareware disk vendor who receives "ASP Approved" status will receive the following benefits: 1. ASP members will be urged to allow ONLY ASP approved vendors to distribute their programs. Of course, each author runs his/her own business and can send to non-ASP vendors to distribute the programs if he/she desires to do so. 2. Approved vendors may use "ASP Approved Vendor", "Approved Vendor of the Association of Shareware Professionals", or the ASP Approved Vendor logo in advertising, catalogs, etc. 3. ASP Authors will be urged to automatically provide Approved vendors with program updates and notification of problems with programs. 4. Approved vendors will regularly receive a list of the current version numbers of ASP members programs, so that they may keep their library up to date. This will be on the Monthly ASP CD-ROM. 5. Approved vendors will receive the ASP Newsletter. 6. Approved vendors will also benefit by ASP publicity in which readers will be told to look for ASP-approved vendors. 7. Approved vendors will be Vendor Members in the ASP. 8. Approved vendors will benefit from the public relations aspects of the institution of Ombudsman. 9. Vendor members receive a CD-ROM disk containing all of the shareware products of those ASP authors that have submitted their products for inclusion on the ASP CD. Current plans call for this CD to be issued each month. To apply for ASP Vendor Membership, call, write or FAX the ASP and ask for the ASP Vendor Application Kit. Association of Shareware Professionals 545 Grover Road Muskegon MI 49442-9427 USA Voice: 616-788-5131 8-5 M-F Eastern Time FAX: 616-788-2765 24 Hr/Day 15 ASP Approved Vendor Standards Bylaws of the ASP, Inc. Version 8 - August 1994 ARTICLE 1: Object of Corporation Section 1. This Corporation is created by its Members for the following purposes: ASP, the Association of Shareware Professionals, was formed in April 1987 to strengthen the future of shareware (user supported software) as an alternative to commercial software. Its members, all of whom are programmers who subscribe to a code of ethics or are non-programmers sincerely interested in the advancement of shareware, are committed to the concept of shareware as a method of marketing. ASP's primary goals are: o To inform users about shareware programs and about shareware as a method of distributing and marketing software; o To encourage broader distribution of shareware through user groups and disk dealers who agree to identify and explain the nature of shareware; o To assist members in marketing their software; o To provide a forum through which ASP members may communicate, share ideas, and learn from each other; and o To foster a high degree of professionalism among shareware authors by setting programming, marketing and support standards for ASP members to follow. Section 2. The purpose of the Corporation may not be altered except as an amendment to these bylaws, which shall require a two-thirds majority vote at an annual or special meeting of the Membership. 16 Bylaws of the ASP, Inc. Section 3. The Corporation is not organized, nor shall it be operated, for pecuniary gain or profit, and it does not contemplate the distribution of gains, profits or dividends to its Members and is organized solely for non-profit purposes. The property, assets and profits and net income of the Corporation are irrevocably dedicated to the purposes set forth in Section 1 hereof, and no part of its profits or income shall ever inure to the benefit of any Director, Officer or Member thereof or to the benefit of any private person. ARTICLE 2: Membership Section 1. The Membership of the Corporation shall consist of those persons who have signed the Certificate of Incorporation as incorporators together with all persons who are hereafter received in or elected to Membership as hereinafter provided. Section 2. The criteria for Membership in the Corporation shall be: (a) That the Member, in the judgment of the Board of Directors, is and remains a shareware professional, as that term may be defined by the Board of Directors after consultation with the Membership. (b) Members must pay and remain current in the payment of dues, fees, and assessments to continue as Members. (c) That the Member agrees to abide by and continues to abide by the published standards of the Corporation for the development and distribution of shareware. Section 3. The criteria for Membership in the Corporation may not be altered except as an amendment to these bylaws, which shall require a two-thirds majority vote at an annual or special meeting of the Membership. Promulgation or amendment of standards shall require a two-thirds majority vote at an annual or special meeting of the Membership. 17 Bylaws of the ASP, Inc. Section 4. A Member shall be dismissed from Membership upon the failure of the Member to meet any Membership criterion. It shall be the obligation and responsibility of each Member to advise the Board of Directors if the Member no longer qualifies as a Member. The procedure for dismissal shall be as follows. If the Board of Directors determines that there is reasonable cause to believe that the Member fails to meet any Membership criterion, it shall provide notice of such failure to the Member. The Member shall have 15 days from the date notice is given to respond to such notice. Following the Member's response, if any, the Board of Directors shall make a factual determination and shall take such action with regard to Membership as it, in its sole discretion, deems to be required. All dismissal actions shall require a vote of 60% of those members of the board that vote. This authority may not be delegated. Section 5. A Member may resign from Membership at any time and shall be required to do so if such Member is not able to or does not wish to comply with Membership requirements. Section 6. The Board of Directors may establish a Membership committee to which it may delegate any responsibility which the Board of Directors may have regarding Membership. A Member may appeal to the full Board from any adverse decision of the Membership committee. Section 7. Dues, fees and assessments shall be established, and may be modified from time to time, by majority vote of the Membership at any meeting. Section 8. Membership may be held by individuals or by companies, partnerships, or corporations. If the membership is held by a company, partnership, or corporation one person from that organization shall represent it, participate in meetings, and vote. Members may hold membership in more than one category. If a member holds membership in more than one Voting Member category they shall have only one vote. 18 Bylaws of the ASP, Inc. Section 9. There are two general classes of membership in the ASP: Voting Members and Non-Voting Members. Non-Voting members shall be permitted access to meetings of Members and may be heard thereat, but they shall not be entitled to vote on any matter. Section 10. Categories of Voting Members. (a) Author/Publisher Members. - Individuals who participate in the design, coding, testing, and/or documentation of computer software distributed as shareware. - Those who have an exclusive publishing right for computer software distributed as shareware. These members generally market, promote, manufacture, sell, and support shareware. Sometimes they act as an author's agent on a royalty basis. Exclusive distribution rights may be territorial in nature. (b) Vendor Members. Distributors of shareware on physical media. To avoid possible violations of U.S. anti-trust law, Vendor Members may not vote on specific issues relating to Membership criteria or standards for their own Category of Membership. Vendor Members are given Voting status for a trial period of approximately two years. The Board shall place a Ratification motion on the agenda of the ASP Annual Meeting occuring next after July 1996. That motion will require approval of 2/3 of the Author Members voting; other Categories of Voting Members will not vote on the Ratification motion. If the motion fails, Vendor Members will be returned to non-voting status, insofar as possible reversing the effects of the by-laws change that granted such voting rights. Regardless of any intervening bylaws changes, it shall be the responsibility of the Board to draft the Ratification motion so that, as nearly as possible, it has the effects outlined in this paragraph. Regardless of the outcome of the Ratification motion, this paragraph will be automatically removed from the bylaws when voting on that motion is completed, and any necessary renumbering or similar technical 19 Bylaws of the ASP, Inc. correction will be performed automatically. So long as this paragraph remains in the bylaws, any change affecting Vendor Member voting status, or affecting this paragraph, will require an affirmative vote of 2/3 of the Author Members voting; other Categories of Voting Members will not vote on bylaws changes concerning these particular matters. (c) BBS Members. Distributors of shareware via electronic means (i.e., via telephone or radio communication lines). To avoid possible violations of U.S. anti-trust law, BBS Members may not vote on specific issues relating to Membership criteria or standards for their own Category of Membership. BBS Members are given Voting status for a trial period of approximately two years. The Board shall place a Ratification motion on the agenda of the ASP Annual Meeting occuring next after July 1996. That motion will require approval of 2/3 of the Author Members voting; other Categories of Voting Members will not vote on the Ratification motion. If the motion fails, BBS Members will be returned to non-voting status, insofar as possible reversing the effects of the by-laws change that granted such voting rights. Regardless of any intervening bylaws changes, it shall be the responsibility of the Board to draft the Ratification motion so that, as nearly as possible, it has the effects outlined in this paragraph. Regardless of the outcome of the Ratification motion, this paragraph will be automatically removed from the bylaws when voting on that motion is completed, and any necessary renumbering or similar technical correction will be performed automatically. So long as this paragraph remains in the bylaws, any change affecting BBS Member voting status, or affecting this paragraph, will require an affirmative vote of 2/3 of the Author Members voting; other Categories of Voting Members will not vote on bylaws changes concerning these particular matters. 20 Bylaws of the ASP, Inc. Section 11. Categories of Non-Voting Members. These categories of member shall not receive notification of meetings. They may take part in discussions in the continuous meeting. (a) Co-Author Members. A co-author of a shareware product one of whose authors is currently an Author Member. This category of member shall not pay dues. Co-authors may describe themselves as ASP members in connection with products co-authored with an Author Member. They may also become Author members. (b) Associate Members. User Groups, users of shareware, writers, and others with an interest directly related to the shareware marketplace. Dues and standards of Associate Members shall be set by the Board of Directors in consultation with the membership. (c) Colleague Members. A co-worker or employee of a Voting Member. Dues and standards of Colleague Members shall be set by the Board of Directors in consultation with the membership. ARTICLE 3: Government Section 1. The general management of the affairs of the Corporation shall be vested in the Board of Directors who shall be elected as provided in the bylaws. Members of the Board of Directors must be Voting Members of the Corporation. Section 2. There shall be six (6) Members of the Board of Directors, half elected in even-numbered years, and half elected in odd-numbered years. Section 3. The term of office of each Member of the Board of Directors shall be two (2) years, or until the Member's successor is elected. Section 4. Members of the Board of Directors shall be eligible for reelection. 21 Bylaws of the ASP, Inc. Section 5. The Board of Directors meet continuously on an electronic forum such as CompuServe or such other forum as may be selected by the Board of Directors after consultation with the Membership (See Article 4, Section 1). All Directors must have access to the electronic forum that is the site of the continuous meeting of the Directors, and maintain a regular presence there. ARTICLE 4: Meetings of Members Section 1. Continuous Meetings of the Members of the Corporation shall take place on an electronic forum such as Compuserve or such other forum as may be selected by the Board of Directors after consultation with the Membership. Wherever in these bylaws the Board of Directors is required to consult with the Membership, it shall be sufficient if the Board consults with the Membership electronically in such Continuous Meeting. No votes may be taken at such Continuous Meetings, other than unofficial votes for the Board to obtain the sense of the Membership. Section 2. Annual Meetings of the Members of the Corporation shall be held once each year at a time to be fixed by the Board of Directors. Final and official notice of the time and place of the Annual Meeting shall be provided to each Member not less than ten nor more than fifty days prior thereto and shall specify the matters to be discussed and voted upon. No business may come before an Annual Meeting which is not so specified. The board may choose to hold the Annual Meeting electronically. Members may be present at an Annual Meeting in person or by written or electronic proxy. Section 3. Special Meetings of the Members of the Corporation may be called from time to time by the Board of Directors, or by at least 10% of the Membership acting in concert, or by at least 15 Members acting in concert, or by the Secretary as specified in Article 6. Members shall be deemed to have acted in concert for purposes of the preceding sentence if they have provided written notice to the Secretary of the request for a Special Meeting, such request to specify the matters to be addressed at such meeting. Notice of the time and place of a Special Meeting shall be provided to each 22 Bylaws of the ASP, Inc. Member not less than ten nor more than fifty days prior thereto and shall specify the matters to be discussed and voted upon at such Special Meeting. No business may come before a Special Meeting which is not so specified. Special Meetings shall be conducted on a continuing daily basis on an electronic forum or bulletin board system ("BBS") chosen by the Board of Directors. Section 4. At any meeting of the Members, each Member shall have one vote, except as otherwise specifically set forth in these bylaws. Members of the Board of Directors shall not have the right to vote on matters concerning the manner in which they have exercised their functions, except they may vote on any matter concerning the description, enlargement or circumscription of their functions. Section 5. At all meetings, a quorum shall consist of those persons who have cast their votes at such meeting. Section 6. Action at any meeting of Members may be taken by a simple majority vote of a quorum, except as to any requirements for a super-majority vote specifically set forth in these bylaws. Section 7. Members who are unable to attend an Annual Meeting may send in a written or electronic proxy to the Secretary on the matters on the agenda, appointing the Board of Directors to cast votes for such Member in a manner specified in such proxy. Section 8. The President shall chair all meetings. In the absence of the President, the chair shall pass to the remaining Officers of the Corporation, in the order they are named in Article 7. The meetings shall be governed by Roberts Rules of Order, Revised (1979 edition) except where, in the opinion of the chair, a limitation or enhancement of electronic conferencing makes certain of those rules either unworkable or unnecessary. Section 9. Any resolution which is defeated at any meeting may not be reintroduced or placed on the agenda for any meeting within six (6) months following defeat of such resolution. 23 Bylaws of the ASP, Inc. ARTICLE 5: Procedure for Electronic Meetings Section 1. Only the Chairman of the Board of Directors or the President may call for an end of discussion and for a vote on a proposal and such call shall constitute the beginning of the "voting period". Section 2. The voting period for any issue or election shall be 168 hours (7 days). Should the BBS which is used for the meeting be unavailable to the general Membership for 6 or more continuous hours during the voting period, the voting period shall be extended for an additional 24 hours. Section 3. In lieu of voting on the BBS, a Member may send in a written vote to the Secretary or other designated person and it shall be counted if received during the voting period. ARTICLE 6: Election of Directors and Officers Section 1. The Directors of the Corporation shall be elected at a Special Meeting which shall be called by the Secretary of the Corporation not later than December 1 of each year. Section 2. The Members of the Board of Directors shall elect a Chairman of the Board of Directors at any meeting of the Board. The duties of the Chairman shall be to chair all meetings of the Board of Directors and to provide guidance and leadership for the Corporation and its Membership. Section 3. If a vacancy occurs among the Board of Directors, the Secretary of the Corporation shall call a special meeting for the purpose of filling the vacancy. Section 4. Following the election of Directors, the Directors shall elect from the Members a President, a Vice-President, a Secretary and a Treasurer, who shall serve at the pleasure of the Board of Directors. Section 5. If a vacancy occurs among the Officers, the vacancy shall be filled by the Board of Directors from any member. 24 Bylaws of the ASP, Inc. Section 6. One of either the Chairman of the Board of Directors or the President must be an Author Member. Section 7. In the event of a tie vote by the Board of Directors for the Chairman or any Officer, a vote will be cast by first of the President, Vice President, Secretary, or Treasurer that is not a member of the Board of Directors. ARTICLE 7: Duties of Officers Section 1. The President shall preside at all meetings of the Corporation and shall have the right to vote at such meetings. In the case of a tie the President shall have the power to cast two votes to break the tie. The President and the Secretary shall sign the record of meetings. The President may establish committees and shall appoint chairmen of such committees. The President shall act as chief executive Officer of the Corporation, coordinate the activities of the Officers and the committees and shall provide guidance and leadership in the day-to-day operation and functioning of the Corporation. Section 2. In the absence of the President, the Vice-President shall perform the President's duties. Section 3. The Secretary shall keep the minutes of all meetings of the Members and of the Board of Directors, shall keep a register of the Members, and shall provide notices of meetings of the Members. Section 4. The Treasurer shall keep accurate books of account, prepare and present periodic operating statements and balance sheets to the Board of Directors, and deposit and withdraw funds of the Corporation under the direction of the Board of Directors. 25 Bylaws of the ASP, Inc. ARTICLE 8: Duties and Powers of the Board of Directors Section 1. The Board of Directors shall have general charge and management of the affairs, funds and property of the Corporation. They shall have full power and it shall be their duty to carry out the purposes of the Corporation according to its charter and bylaws; to determine whether the conduct of any Member is detrimental to the welfare of the Corporation and to fix the penalty for such misconduct or any violation of the charter or bylaws; to employ personnel for the carrying out of the Corporation's objectives; and to make the rules for the conduct of the Members. Section 2. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all Members of the Board consent in writing to the adoption of a resolution authorizing the action. Section 3. Meetings of the Board may be called and governed in such manner as the Board may from time to time determine. Section 4. A quorum of the Board shall ordinarily consist of 60% of the Members of the Board. If a motion has been open for voting for one week, a quorum shall consist of 50% of the Members for the purpose of that particular motion. ARTICLE 9: Indemnification; Insurance Section 1. The Corporation shall indemnify and hold harmless from all costs and expenses (including reasonable attorneys fees) of any person who was or is an elected or appointed Officer or director of the Corporation and is threatened to be or has been made a party to an action, claim, or other proceeding arising out of such person's performance, purported performance, or failure to perform, any duties on behalf of the Corporation. Such indemnification shall not extend to liabilities arising out of a person's gross negligence, misfeasance or willful misconduct. 26 Bylaws of the ASP, Inc. Section 2. The Board of Directors is authorized to obtain Directors and Officers liability insurance to shield such persons from liability for all costs, expenses and attorneys fees arising out of the conduct of their duties as Directors and Officers, except for liabilities arising out of their gross negligence, misfeasance or willful misconduct. ARTICLE 10: Dissolution Section 1. The Corporation can be dissolved only upon a two-thirds majority vote of a quorum present at any Annual or Special Meeting. On dissolution or winding up of the Corporation its assets remaining after the payment of, or provision for the payment of, all debts and liabilities shall be distributed to a non-profit fund, foundation or Corporation which is organized and operated exclusively for educational or charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code of 1986, as the same may be amended from time to time. If the Corporation holds any assets outside the state of its incorporation they shall be disposed of in such manner as may be necessary by a decree of a court of competent jurisdiction in accordance with the laws of such jurisdiction. ARTICLE 11: Notices and Communications Section 1. All notices or communications required or permitted hereunder may be mailed through the United States Post Office or by electronic means to their last known addresses as shown in the records of the Corporation, and proof of such mailing by return receipt or electronic acknowledgment shall constitute presumptive evidence of such mailing thereof. ARTICLE 12: Amendments Section 1. These bylaws may be amended only by a two-thirds majority vote of those voting at an Annual or Special Meeting provided that notice of the purport of any proposed amendment has been stated in the call for the meeting. ARTICLE 13: Fiscal Year Section 1. The fiscal year of the Corporation shall be as determined by the Board of Directors. 27 ASP Ombudsman Policy Ombudsman Policy as of August, 1995 1. The Board shall set up the office of Ombudsman and appoint someone to that position. The Ombudsman's sole role shall be to mediate disputes between ASP members and their customers. The Ombudsman shall report to the Board situations where s/he feels Board action or knowledge is appropriate. 2. All ASP members, including vendor members, are required to cooperate with the Ombudsman when approached by him/her. 3. The shareware version of any shareware program produced by ASP author members must contain the following text as part of some file on disk. (The shareware version means the one intended for trial use). "This program is produced by a member of the Association of Shareware Professionals (ASP). ASP wants to make sure that the shareware principle works for you. If you are unable to resolve a shareware-related problem with an ASP member by contacting the member directly, ASP may be able to help. The ASP Ombudsman can help you resolve a dispute or problem with an ASP member, but does not provide technical support for members' products. Please write to the ASP Ombudsman at 545 Grover Road, Muskegon, MI 49442-9427 USA, FAX 616-788-2765, or send a CompuServe message via CompuServe Mail to ASP Ombudsman 70007,3536." 4. Inclusion of Ombudsman statement. a. Versions of ASP shareware sent to users when they register with the author or his/her direct agent shall also have the Ombudsman statement quoted in point #3, but these statements may be in a written form included in the registration package. b. Packages of the registered version (essentially identical to those sent registered shareware users) intended for sale in retail establishments or primarily retail mail order firms need not have an Ombudsman statement included. However, if the version contains any reference to shareware, it must also contain the Ombudsman statement. c. Members are free to include the Ombudsman statement in printed documentation, ads and other mailings if they wish. 5. The first sentence may be replaced by, " is a member of the Association of Shareware Professionals (ASP)." If a member's company qualifies under the company name policy, the company name may be used instead of . 28 ASP Ombudsman Policy (Continued) 6. ASP approved vendors must include the following statement with their catalogs and newsletters, and are encouraged to include it with all disks sold: "Company X is an approved vendor member of the Association of Shareware Professionals (ASP). ASP wants to make sure that the shareware principle works for you. If you are unable to resolve a shareware-related problem with an ASP member by contacting the member directly, ASP may be able to help. The ASP Ombudsman can help you resolve a dispute or problem with an ASP member, but does not provide technical support for members' products. Please write to the ASP Ombudsman at 545 Grover Road, Muskegon, MI 49442-9427 USA, FAX 616-788-2765, or send a CompuServe message via CompuServe Mail to ASP Ombudsman 70007,3536." 7. The Ombudsman statement may not be hidden in a file or other manner which 60% of the Board of Directors regards as obscure. 29 Vendor Compliance Instructions Vendor Instructions as of August, 1995 In accordance with your signed agreement on the Vendor Application Form, you have agreed to send two (2) copies of every catalog/newsletter you mail, to the Vendor Compliance Committee for the purpose of verifying continued compliance with ASP standards. This requirement also includes advertising (magazine ads, card decks, direct mailing ads, etc.). Please be sure to send two copies of every catalog (including disk-based catalogs), newsletter and advertisement to the following address: Vendor Compliance Committee Association of Shareware Professionals 545 Grover Road Muskegon, MI 49442-9427 Vendor Change of Address Instructions: If there are any changes in your address, phone number, officer names, or CompuServe UserID numbers, please be sure to notify the ASP Executive Director as soon as possible. You may contact the ASP Executive Director as follows: Executive Director Association of Shareware Professionals 545 Grover Road Muskegon, MI 49442-9427 Voice: (616) 788-5131 (8:00am - 5:00pm, Eastern Time, weekdays ONLY) FAX: (616) 788-2765 CompuServe: 72050,1433 Thank you for your continued support of shareware! 30 ASP Requirements Reminder This document summarizes the ASP's Vendor Requirements, as explained in the ASP Vendor Application kit. Please make sure that these specific items are properly explained in your catalog. Thank you for helping us to educate the computer industry about the nature of shareware. Please remember to check the explanation in your catalog, and on disks packaged for distribution in retail locations, for the items marked below: To be an ASP Approved Vendor, you are required to make an attempt to educate your customers about the nature of shareware. The following wording MUST be used: [ ] "Shareware is an exciting marketing method which allows you to try top-quality software before you pay the author. With Shareware, you cannot be disappointed spending money for a program that's not right for you. The small fee you pay to us covers only the duplication and distribution costs, and permits you to evaluate the program." "If you continue to use the program, you must send the author an additional payment which may entitle you to technical support, printed manual, bonus programs, and more. Your payment supports authors, enabling them to continue writing newer and better Shareware programs." Any advertisements, brochures, etc., which offer shareware for sale MUST include one of the following statements: [ ] "Shareware programs require separate payment to authors if found useful." or "Using Shareware programs beyond evaluation requires a registration payment." Please be sure to address the additional requirements, listed below, once you have become an ASP Approved Vendor. Please consult your Welcome Package for complete details, when appropriate. [ ] Any programs appearing in your catalog which are produced by an ASP Author Member must be marked with an "ASP" notation. You must also include an explanation such as: "The notation 'ASP' indicates the program complies with the standards of the Association of Shareware Professionals." [ ] Be sure to include the ASP Ombudsman statement in your catalogs. 31 Optional Additional Shareware Disclosure ASP approved vendors must comply with the ASP Vendor Standards document, however vendors are free to add to the required wording shown on the previous page. To help vendors that desire to add further wording, the ASP has provided a recommended introduction to the nature of shareware. The ASP recommends use of the following wording, as it properly complies with the ASP requirements, but vendors are not required to use the wording which follows (substitute your company name for the underlines): "___________ is a Vendor Member of the Association of Shareware Professionals (ASP). We support the ASP's efforts to educate the public about the nature of Shareware distribution. We hope you'll find Shareware to be an effective method of obtaining computer programs. The term Shareware describes a marketing method in which copyrighted programs circulate freely among users for the purpose of evaluation. This gives you the option to "Try Before You Buy". The author of a Shareware program typically allows you to try the program for up to 30 days before payment is required. The exact terms of evaluation vary from author to author, so be sure to check the documentation of the programs you evaluate. The fee you pay to ______________ is a distribution fee and does not cover the cost of the program itself. Programs which are used beyond the author's prescribed evaluation period require a separate payment to the author. By making payment to the author you obtain a legal right to use the software, and encourage the continued development of quality software within the Shareware channel. The process of paying for Shareware is termed "registration". The exact benefits of registration vary from author to author, but many authors will offer one or more of the following: a current version, technical support, a printed manual, free or discounted upgrades, bonus utilities or special offers. Consult the registration information included with each program for specific details." Thank you for supporting shareware and ASP. If we can be of any further assistance, please contact us! --ASP Vendor Membership Committee 32 Vendor Application Form This form is for use by Disk Vendors when applying for Vendor Membership in the Association of Shareware Professionals and to obtain "ASP Approved Vendor" status. Company/Officer Information: (Please type or print) Company Name: ______________________________________________ Company Officer's Name: ____________________________________ Company Officer's Title: ___________________________________ Street Address: ____________________________________________ City: ________________________ State/Province: ______________ Zip/Postcode: ________________ Country: _____________________ Phone (Voice): ______________________________________________ Phone (FAX) (if available): ________________________________ [ ] We have Macintosh Section or Catalog CompuServe User ID (if available): __________________________ Disk Librarian Information: (If the address or the name to which authors should send their programs is different than the one listed above, please include that information below.) Disk Librarian Name: ________________________________________ Street Address: _____________________________________________ City: ___________________________ State/Province: ___________ Zip/Postcode: ________________Country: ______________________ CompuServe User ID (if available): __________________________ Please ensure that the following material is submitted with this application: [ ] 1. Two (2) copies of each of your current printed and/or disk-based catalogs, newsletters, etc. If you do not yet have catalogs, please send mockups showing the layout and descriptive information you plan to include. [ ] 2. Two (2) copies of each of your current advertisements (or a note explaining that you do not run advertisements). 33 Vendor Application Form (Continued) [ ] 3. If you are a "Rack" vendor (you set up racks of shareware in various locations), you must include wording on any signs on the rack and the messages describing shareware and the registration process that you will have on each package. The ASP is concerned that the users realize they are purchasing shareware that may require additional payment for continued use. Packages without the "Shareware Message" can leave the impression that the rack payment is the only cost for using the shareware. Further, the ASP requires that the package be "sealed" so that the user can detect if the disk has been tampered with. The "sealing" can be as simple as printing the "Shareware/Registration" statement on label stock and sticking this label on the back of the disk so that half of the label is stuck to the sleeve. The other extreme could be to shrink wrap the package. Inexpensive plastic envelopes (particularily for 3«" disks) would fall somewhere between those extremes and should be very cost effective to you. [ ] 4. The first year's dues of $250 (U.S. Dollars drawn on a U.S. bank only). (All but a $25 non-refundable application fee will be returned if your application is not approved.) Please be sure to supply the requested catalogs and advertisements. If you do not advertise, state that in an enclosed letter. If you do not send this information it will delay (or prevent) the processing of your application. Please complete the information on the back of this form. Thank you! By signing this vendor application form, we agree to abide by the standards set by the Association of Shareware Professionals (ASP) in the Approved Vendor Standards and we apply for Vendor Membership in the ASP. We agree to cooperate with the ASP Ombudsman if s/he is investigating a complaint. We have enclosed two copies of each of our current catalogs, advertising, newsletters, etc., to demonstrate our willingness to comply with these standards. We understand that Vendor Members have a dues responsibility currently at $250 for the first year, and $250 for subsequent years (the billing year ends December 31st; a quarterly prorated share of your first year's dues will be applied against year two depending on the date of your application), and that these fees can be changed by a vote of the ASP full members. We understand that these dues currently include monthly updates of the ASP catalog on disk mailed to us and a subscription to ASPects, the ASP newsletter. 34 Vendor Application Form (Continued) We agree to send two (2) copes of every catalog/newsletter we mail, to the following address. We understand that these copies are used only to verify continued compliance with ASP standards: Vendor Compliance Committee Association of Shareware Professionals 545 Grover Road Muskegon, MI 49442-9427 We understand that the ASP will provide us with a warning if we fail to meet one or more of the standards for ASP approved status. We further understand that if we do not rectify the problem(s) in a reasonable amount of time, ASP approved status and Vendor Membership will be withdrawn. We agree that the Board of Directors of the ASP will have the final decision in interpretation of the rules. If ASP approval is withdrawn for any reason, we agree to cease using the Association of Shareware Professionals (ASP) name and logo in any way. I understand that my signature as an officer of this organization binds the entire organization to abiding by ASP standards. Officer's Name and Title: _________________________________________ Officer's Signature: ____________________________ Date: __________ This application will be reviewed by the ASP Board of Directors and you will be notified when your application is approved or disapproved. If you have any questions regarding your application, please contact the Vendor Membership Coordinator at the following address. Please return this form and the other application material to: Vendor Membership Committee Association of Shareware Professionals 545 Grover Road Muskegon, MI 49442-9427 35 ******************** [FOR ASP USE ONLY] ******************** Assigned ASP Vendor Number: . . . . . . . ___________________ Date Application Received: . . . . . . . ___________________ Date Received by Vendor Membership Coordinator: ___________________ Reviewer's Name: . . . . . . . . . . . . ___________________ Date Review Completed: . . . . . . . . . ___________________ Date Placed Before the Board: . . . . . . ___________________ Thread Title: . . . VndApp: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Date Approved/Disapproved (circle one) by Board _____________ Date Welcome Package/Rejection Sent: . . ___________________ 36