In addition to these Master Terms of Sale, the following product-specific terms are in effect based on the actual product you purchased and downloaded:

ASCI Master Terms of Sale

Last Revised: [to be set on publication]

Download or print the ASCI Master Terms of Sale (PDF, opens in a new tab)

1. Acceptance and Scope

By clicking a box indicating your acceptance or otherwise indicating your agreement to purchase a product through ASCI’s website at https://claude.com (each, an “Order”), you agree to be bound by these ASCI Master Terms of Sale (“Master Terms”) together with each product addendum applicable to the product(s) Customer is purchasing as reflected by the Order (each, an “Addendum”). Together, these Master Terms and the applicable Addendum(s) form the binding agreement (the “Agreement”) between Customer (as defined below) and Advanced Supply Chain International, LLC, an Alaska limited liability company (“ASCI”). You agree to this Agreement on behalf of the organization, company or other legal entity for which you act (“Customer”) and represent and warrant that you are at least 18 years old and have the authority to bind such Customer in order to accept the terms of this Agreement. If you do not have such authority, or if you do not agree to all the terms of this Agreement, you must not use the Products (as defined below).

In the event of a conflict between the provisions of the Master Terms and the specific provisions set forth in an Addendum, the provisions of the Addendum shall govern and control to the extent of such conflict. Under no circumstances will the preprinted terms of any purchase order or other ordering document form any part of this Agreement.

IMPORTANT NOTICE REGARDING ARBITRATION, JURY TRIAL WAIVER, AND CLASS ACTION WAIVER. This Agreement contains a binding arbitration provision and class action waiver. By accepting this Agreement, Customer and ASCI agree that, except as expressly provided in this Agreement, disputes will be resolved by binding arbitration rather than in court, and each party waives the right to a trial by jury and the right to participate in any class, consolidated, representative, collective, or private attorney general action to the fullest extent permitted by law.

1.1 Business and commercial use only. The Products are offered and sold for business and commercial use only. Customer represents that it is acquiring the Product(s) for use in a trade or business and not as a consumer for personal, family, or household purposes.

1.2 United States market. ASCI offers and markets the Products for sale and use within the United States. ASCI does not target, advertise to, or knowingly solicit customers outside the United States, and all pricing is in U.S. Dollars. ASCI makes no representation that the Products are appropriate or available for use outside the United States. Any customer who accesses, purchases, or downloads a Product from outside the United States does so on its own initiative and is solely responsible for compliance with the laws of its own jurisdiction. ASCI may terminate or refund any Order that appears to originate outside the United States.

1.3 Electronic acceptance. Customer consents to receive the Agreement, the Order Documentation, and related notices in electronic form, under applicable electronic records and electronic signature laws.

2. Definitions

“Authorized User” means an employee or contractor of Customer who Customer permits to access and use the Products and/or Documentation pursuant to Customer’s license hereunder.

“Claude Cowork” means Anthropic’s desktop product available for download at https://claude.com.

“Customer Data” means the information Customer provides during use of a Product, including any inputs, uploads, or answers given to ASCI personnel in connection with delivery of the Product.

“Deliverables” means the output produced by the Products using Customer Data provided by or on behalf of Customer.

“Documentation” means ASCI’s Getting Started guide, README overview, and the usage and workflow instructions built into the Product (including its Quick Start, workflow guide, and guided prompts), provided electronically.

“Order Documentation” means the order confirmation email sent by ASCI to Customer upon completion of the Order.

“Ordering Platform” means the third-party checkout service, and where applicable the digital-delivery service, ASCI uses for order and delivery of the Products.

“Payment Processor” means the third-party service ASCI uses to process payment for the Products.

“Product” means the specific ASCI digital product Customer is purchasing as identified by the Order, including all files, prompts, templates, scoring rubrics, and calculators, and any Services included with the applicable Tier.

“Services” means the services provided by ASCI pursuant to the applicable Product Tier, as set forth on the applicable Addendum, including, but not limited to, setup and review calls.

“Tier” means the scope of a specific Product package, as defined in the applicable Addendum.

“Updates” means any updates, bug fixes, patches, or other error corrections to a Product that ASCI generally makes available free of charge to all licensees of the applicable Product.

3. Products

3.1. Order

The Product(s) and applicable Product Tier(s) Customer is purchasing will be set forth on the Order.

3.2. Delivery

ASCI will deliver the Products electronically via a download link sent to the email address Customer provides through the Order. Delivery is deemed complete when the Order Documentation is sent by ASCI. ASCI is not responsible for non-delivery caused by Customer’s email filtering, incorrect email address, full mailbox or other circumstances outside ASCI’s control. If Customer does not receive the download link, ASCI will work with Customer in good faith to redelivery the applicable Products.

If the Product includes Services, as specified in the applicable Addendum, Customer must schedule those Services through ASCI’s online calendar booking system using the link provided in the Order Documentation.

3.3. Support; Updates

Except to the extent of any Services included in the Tier selected by Customer, this Agreement does not entitle Customer to any support for the Products. At its sole election, ASCI may provide Updates to Customer, but ASCI has no obligation to correct, improve, modify or provide any Updates for the Products.

4. License Grant

4.1. Scope of License

Subject to and conditioned on Customer’s payment of Fees and compliance with this Agreement, ASCI grants Customer a non-exclusive, non-transferable, non-sublicensable, perpetual license during the Term to:

(a) download, install, and permit Authorized Users to use the Products for Customer’s internal business purposes; (b) use the Products to perform the functions for which it is designed; (c) generate, store, modify, and share the Deliverables within Customer’s organization and with Customer’s professional advisors (accountants, attorneys, consultants); and (d) use and make a reasonable number of copies of the Documentation solely for Customer’s internal business purposes in connection with Customer’s use of the Products.

4.2. Restrictions

Unless the Addendum expressly authorizes the activity, Customer shall not:

(a) resell, redistribute, sublicense, lease, rent, assign, transfer or otherwise make available the Products to any third party; (b) repackage, white-label, rebrand, or otherwise present a Product as Customer’s own product or service; (c) copy, modify, or create derivative works of the Products or the Documentation, in whole or in part; (d) remove, replace, modify, recolor, or relocate the ASCI logo, footer, contact block, color palette, or other branding elements that the Products produce on its outputs; (e) use the Products to provide consulting, advisory, or any commercial services to third parties; (f) reverse-engineer, disassemble, decompile, or adapt the Product’s prompt structure or other content for the purpose of replicating, recreating, or competing with the Products; (g) train any artificial-intelligence model or service on the Products’ contents; (h) use the Products in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law or regulation.

Customer is responsible and liable for all uses of the Products and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall take reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Products and shall cause Authorized Users to comply with such provisions.

4.3. Resale-Authorized Products

Any exceptions to the Section 4.2 restrictions will be expressly authorized in the applicable Addendum to the extent applicable to a Product.

4.4. Reservation of Rights

ASCI retains all right, title, and interest in and to the Product, including all intellectual property rights, not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in the Agreement transfers ownership of the Products, or of ASCI’s intellectual property rights in or to the Products. No rights are granted to Customer except those expressly stated in the Agreement.

4.5. Intellectual Property Ownership; Feedback

Customer acknowledges that, as between Customer and ASCI, ASCI owns all right, title, and interest, including all intellectual property rights, in and to the Products and Documentation.

As between ASCI and Customer, Customer owns and retains all right, title and interest in and to the Customer Data. Other than the ASCI Materials, Customer shall own all Deliverables Customer generates using the Products. For purposes of this Agreement, “ASCI Materials” means any: (1) materials developed by ASCI prior to the Order; (2) materials developed by ASCI other than in performance of this Agreement; (3) materials that are generally applicable to ASCI’s products and services and are not unique to the business of Customer or Customer’s use of the Products; or (4) any improvements ASCI may make to its own intellectual property or any of its internal processes. ASCI hereby grants to Customer a royalty free, fully paid, worldwide, non-exclusive, perpetual, irrevocable license to use all ASCI Materials to the extent required for Customer to exploit the Deliverables for its own internal business purposes.

If Customer or any of its employees or contractors sends or transmits any communications or materials to ASCI by mail, email, telephone, or otherwise, suggesting or recommending changes to the Products or Documentation, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), ASCI is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback.

5. Fees and Payment

5.1. Fees

Customer shall pay ASCI the fees set forth in the Order (“Fees”) without offset or deduction. Customer shall make all payments hereunder in US dollars immediately upon acceptance of the Order as directed by ASCI’s Payment Processor. ASCI will send the Order Documentation and grant Customer access to the applicable Product following receipt of all Fees due. Customer is responsible for the accuracy of all payment information provided.

5.2. Taxes

All Fees and other amounts payable by Customer under this Agreement are exclusive of any sales, use, value-added, or similar taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on ASCI’s income.

7. Customer Data and Confidentiality

7.1. Confidentiality

ASCI treats Customer Data as confidential. ASCI will not disclose Customer Data to third parties except: (a) to ASCI personnel who need access to deliver the Products or any associated Services; (b) as required by law or legal process; or (c) with Customer’s written consent.

7.2. Local Storage of Customer Data

If specified on the applicable Addendum, the Product will run locally on Customer’s computer through Claude Cowork, and Customer Data uploaded into the Product’s project folder will remain on Customer’s computer. ASCI does not receive a copy of Customer Data through such Product itself unless Customer separately sends it to ASCI in connection with a Service. Customer is responsible for all such locally stored information and for compliance with Customer’s own privacy law obligations to any third parties.

7.3. Personal Information

ASCI’s collection and use of personal information — including the email address and order details Customer provides through the Order and any personal information contained in materials Customer sends ASCI in connection with a Service — is governed by ASCI’s Privacy Notice, published at www.asciLLC.com/privacy, and you consent to all actions ASCI takes with respect to your information consistent with our Privacy Notice. Where the Privacy Notice and these Master Terms conflict on the handling of personal information, the Privacy Notice controls.

8. Disclaimers

8.1. As-Is

THE PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ASCI MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY OF DATA OR RESULTS, EXCEPT TO THE MINIMUM EXTENT REQUIRED BY APPLICABLE LAW. ASCI MAKES NO WARRANTY OF ANY KIND THAT THE PRODUCTS AND DOCUMENTATION, OR ANY RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

8.2. Not Professional Advice

ASCI Products produce directional analysis, structured frameworks, and recommendations based on the information Customer provides and on published industry references. ASCI Products are not a substitute for professional accounting, legal, tax, regulatory, financial, or other advice. Customer is responsible for consulting qualified professionals before acting on any Product output, particularly with respect to: contract terms, freight and insurance terms, tax treatment, regulatory compliance, payment-controls separation of duties, records retention requirements, and any matter where qualified expertise is normally required.

8.3. Results Not Typical

Where any ASCI Product produces estimates, savings ranges, or projections, those outputs are directional and based on Customer’s own inputs combined with published industry benchmark ranges. Actual results depend on Customer’s execution, market conditions, and many other factors outside ASCI’s control. ASCI does not guarantee any specific savings, time recovery, or business outcome.

8.4. AI Environment Dependence and Supported Environment

As set forth on the applicable Addendum, the Products may be designed, built, and tested exclusively for use inside the Claude Cowork environment. Claude Cowork is the only supported environment for such Product unless the applicable Addendum expressly states otherwise. ASCI does not test, validate, support, or guarantee operation of any such Product outside Claude Cowork. If Customer chooses to run such a Product in any environment other than Claude Cowork, Customer does so at Customer’s sole risk and responsibility.

If Claude Cowork becomes unavailable or modifies its available features, components or functionality, Products that depend on it may become unusable or functionality may materially decrease. ASCI shall have no liability for any such loss or functionality of any Product. ASCI does not warrant continuous availability of any third-party AI environment.

8.5. Third-Party Services

Customer may use Claude Cowork and other features, services or content made available by third parties through or in connection with the Products and Services (“Third-Party Services”). Customer acknowledges and agrees that Third-Party Services are not ASCI Products or Services and, accordingly, ASCI is not responsible for them and this Agreement is not applicable to their use.

Customer’s use of Claude Cowork, including the payment of fees and exchange of data, is governed by the agreement(s) between Customer and the provider of Claude Cowork. ASCI is not responsible for Claude Cowork’s data-handling practices and will not be responsible for any data breach or other breach of confidentiality arising from Customer’s use of Claude Cowork. Customer is responsible for reviewing and accepting Claude Cowork’s published policies prior to use of any Products in connection with Claude Cowork.

Payment is processed through ASCI’s online checkout by the Payment Processor and, where applicable, an Ordering Platform, as Third-Party Services. Customer’s use of services provided by the Payment Processor and Ordering Platform are subject to the agreement(s) between Customer and the providers of those Third-Party Services. ASCI does not collect, access or store payment card information; that data is handled by the Payment Processor under its applicable data privacy policies and agreements with Customer.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ASCI BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY PRODUCT, EVEN IF ASCI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ASCI’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICABLE PRODUCT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAID TO ASCI FOR THAT SPECIFIC PRODUCT IN THE TWELVE MONTHS PRECEDING THE CLAIM.

10. Indemnification

10.1. ASCI Indemnification

ASCI shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, and costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer arising out of or relating to any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Product or Documentation, or any use of the Product or Documentation in accordance with this Agreement, infringes or misappropriates such third party’s US patents, copyrights, or trade secrets, provided that Customer promptly notifies ASCI in writing of the claim, cooperates with Customer, and allows ASCI sole authority to control the defense and settlement of such claim. If such a claim is made or appears possible, Customer agrees to permit ASCI, at ASCI’s sole discretion, to (A) modify or replace the Product or Documentation, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If ASCI determines that none of these alternatives is reasonably available, ASCI may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. This Section 10.1 will not apply to the extent that the alleged infringement arises from: (A) use of the Product in combination with data, software, hardware, equipment, or technology not provided by ASCI or authorized by ASCI in writing; or (B) modifications to the Product not made by ASCI.

10.2. Customer Indemnification

Customer agrees to defend, indemnify, and hold harmless ASCI and its officers, directors, employees, and contractors from and against any and all Losses arising out of or relating to any Third-Party Claim based on: (a) Customer’s negligence, willful misconduct or breach of this Agreement; (b) Customer’s use of a Product in a manner not authorized or contemplated by this Agreement; (c) Customer’s use of a Product in combination with data, software, hardware, equipment or technology not provided by ASCI or authorized by ASCI in writing; or (d) modifications to a Product not made by ASCI.

10.3. Sole Remedy

THIS SECTION 10 SETS FORTH CUSTOMER’S SOLE REMEDIES AND ASCI’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE PRODUCTS OR DOCUMENTATION INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

11. Term and Termination

11.1. Term

Unless earlier terminated as set forth in this Section 11, this Agreement commences upon Customer’s completion of the Order and remains in effect for as long as Customer holds a copy of the applicable Product or uses any Service.

11.2. Termination by ASCI

ASCI may terminate Customer’s license immediately upon written notice if Customer (a) fails to pay any amount when due; or (b) materially breaches this Agreement, including, but not limited to, any attempted resale where prohibited, removal of ASCI branding from outputs where prohibited, or use of the Product to provide commercial services to third parties where prohibited.

11.3. Effect of Termination

Upon termination of this Agreement, the license granted hereunder will also terminate and Customer must cease all use of the Products and the Documentation and delete, destroy or return all copies. No termination will affect Customer’s obligation to pay all Fees that may have become due before such termination or entitle Customer to any refund. Terms that by their nature should survive termination (including Sections 4.4, 4.5, 7, 8, 9, 10, 11.3, 13 and 14) shall so survive.

12. Modifications

ASCI may modify these Master Terms or any Addendum prospectively by posting an updated version on ASCI’s website with a new “Last revised” date. Modified Master Terms or Addenda apply to orders placed after the modification date. Modifications do not retroactively change the Agreement applicable to the Order.

13. Governing Law and Disputes

13.1. Governing Law

The Agreement is governed by the laws of the State of Alaska, without regard to its conflict of laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods.

13.2. Arbitration

Before initiating arbitration, the party asserting a dispute must provide written notice to the other party describing the nature and basis of the dispute and the requested relief, and the parties will attempt in good faith to resolve the dispute informally for thirty (30) days. If the parties do not resolve the dispute within that period, any dispute, claim, or controversy arising out of or relating to this Agreement, the Product or the parties’ relationship will be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures, except as modified by this Agreement. The arbitration will be conducted by a single arbitrator. The seat and venue of arbitration will be Anchorage, Alaska, unless the parties agree otherwise in writing. The arbitration will be conducted in English. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrator will have authority to award any relief available in court, subject to the limitations and exclusions in this Agreement.

13.3. Waiver

EACH PARTY AGREES THEY ARE WAIVING THE RIGHT TO A TRIAL BY JURY, AND THE RIGHT TO JOIN AND PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER THE LAW IN CONNECTION WITH THIS AGREEMENT.

13.4. Equitable Relief

Notwithstanding the above, ASCI may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights.

14. General

14.1. Entire Agreement

This Agreement, including the Master Terms, the applicable Addendum(s) and the Order, constitutes the entire agreement between Customer and ASCI regarding the Products and supersedes all prior or contemporaneous understandings.

14.2. Severability

If any provision of the Agreement is held unenforceable, the remaining provisions remain in full force and effect.

14.3. No Waiver

ASCI’s failure to enforce any provision is not a waiver of its right to enforce that provision later. No waiver of any right hereunder will be effective unless given in writing.

14.4. Assignment

Customer may not assign the Agreement without ASCI’s prior written consent. ASCI may assign the Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

14.5. Notices

Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given: (a) upon delivery, if delivered personally or by internationally-recognized courier service with confirmation receipt; (b) three business days after being sent, if delivered by U.S. registered or certified mail with return receipt requested; or (c) upon delivery, if sent by email. Notices to Customer shall be addressed to the contact designated in the Order and ASCI shall be entitled to rely on that address until Customer gives ASCI notice that such address is no longer valid in accordance with this provision. Notices to ASCI must be sent in writing to hello@asciLLC.com or to ASCI’s principal place of business as listed on www.asciLLC.com.

14.6. Force Majeure

Except for the payment of money, neither party is liable for any failure or delay in performance caused by events beyond its reasonable control (including acts of God, war, terrorism, pandemic, government action, internet or hosting-provider outage, or Third-Party Service provider failure, including, but not limited to, AI environment providers).

14.7. Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

Contact

For questions about these Master Terms, the applicable Addendum, or to request a copy in another format:

Advanced Supply Chain International, LLC General inquiries: hello@asciLLC.com Sales and product: hello@asciLLC.com • 907-345-2724 Website: www.asciLLC.com