Terms of Service

Part IV. Terms for Admitted Providers

31. Separate Acceptance and Commencement

Part IV becomes binding only after ASK extends a membership offer and the provider affirmatively accepts it through ASK’s electronic acceptance process. The Provider Onboarding and Membership Agreement (“Agreement 3”) governs membership in full; Part IV summarizes it, and if they conflict, Agreement 3 controls.

Before acceptance, the electronic offer screen will conspicuously disclose whether the offer is a Founding Term or a Standard Term, the two-year term, the annual rate for each year, the total dues committed for the term, the date the first installment is due, nonrefundability rules, that there is no automatic renewal, the permanent-ineligibility rule in Section 38, mandatory weekly participation under Section 43, other material membership obligations, the arbitration provision, and the class and representative-action waiver, and will require an affirmative acceptance action that is not preselected. ASK will retain the accepted version, date and time, accepting person or entity where reasonably available, and acceptance event.

Membership does not activate until ASK has completed the required verification, the provider has accepted the offer and applicable Terms, the first annual installment has been paid when due, and onboarding requirements have been completed.

32. Membership Terms, Billing, and When Dues Begin

ASK offers two kinds of membership term: the Founding Term (Section 33), which is a limited, phase-out offer, and the Standard Term (Section 34), which is ASK’s continuing membership model. Every membership term, Founding or Standard, lasts two years (each, a “Membership Term”).

Commitment versus billing. Dues for each Membership Term are billed annually, one installment for each year of the term. Annual billing does not shorten the commitment. By accepting a Membership Term, the provider commits to both annual installments for the full two years, except as stated in Section 39 or where applicable law requires otherwise.

When the first dues are due. For a provider admitted before June 1, 2027, the first annual installment is due on June 1, 2027. For a provider admitted on or after June 1, 2027, the first annual installment is due within fourteen days after ASK notifies the provider that its background verification has cleared and the provider accepts the membership offer. Each Membership Term begins on the date its first installment is due, and the second installment is due one year later.

Unpaid first installment. If the first installment is not paid when due, the membership offer lapses, the provisional hold on the Position is released, and the Background Verification and Credentialing Fee remains nonrefundable, except as stated in Section 24, and the permanent-ineligibility rule in Section 38 applies. The first installment has a ten-day grace period under Section 36.

A Membership Term does not create a vested right to renewal, continued membership after the end of the term, a future Position, future pricing, or continued availability of a particular category or state. Renewal is governed by Section 36.

33. Founding Term

Who qualifies. The Founding Term is available only to a company that is admitted to a Position during the founding window, and only if it is the first company ever admitted to that Position.

Founding window. The founding window closes on March 31, 2027, or, for a particular category and state, earlier when all six Positions in that category and state have been filled for the first time, whichever comes first. ASK may extend the founding window, for all categories and states or for some, by posting notice on the Site before it closes. An extension does not reopen founding rates for Positions already filled.

Founding rate. The founding rate is $1,000 per year for each year of the provider’s one Founding Term (two years, $2,000 in total), billed as stated in Section 32.

Phase-out. The Founding Term is offered once. When a Founding Term ends, any approved renewal is a Standard Term at the Standard rate then in effect. No company may hold more than one Founding Term.

Not transferable. The founding rate belongs only to the original company that first occupied the Position. It is not transferable, assignable, inheritable, or attached to the Position. If that company leaves, is removed, forfeits the Position, transfers ownership without ASK approval, or otherwise ceases to hold the Position, the founding rate for that Position is permanently exhausted.

34. Standard Term

Who it applies to. The Standard Term applies to every company admitted after the founding window closes, to every company admitted to a Position that has already been filled once, and to every renewal, including the renewal of a Founding Term.

Standard rate. The current Standard rate is $2,500 per year for each year of a two-year Standard Term ($5,000 in total), billed as stated in Section 32. ASK may change the Standard rate for future Standard Terms by giving the notice required by these Terms and applicable law. A rate change does not alter dues already fixed for a current Membership Term.

Taxes. Fees are exclusive of sales, use, gross receipts, excise, or similar taxes that applicable law requires ASK to collect or the provider to pay.

35. Network Marketing and Promotion

Membership dues support participation in the ASK network and may also support pooled network-level marketing, advertising, public relations, content distribution, brand development, search, social, broadcast, digital, or other promotional activity selected by ASK. Membership dues are not an individual advertising budget and are not earmarked for a particular provider.

ASK retains discretion over whether, when, where, how, and in what amount network-level promotional resources are deployed. ASK may change channels, media mix, audience, geography, timing, creative, frequency, or budget allocation based on market conditions, availability, cost, expected value, campaign performance, seasonality, legal considerations, or other business factors.

ASK does not guarantee any provider a particular advertising channel, campaign, media placement, geographic exposure, advertising expenditure, number of impressions, clicks, inquiries, leads, clients, engagements, revenue, return on investment, or promotional frequency. Changes to ASK’s marketing mix, discontinuation of a particular channel, or the absence of provider-specific promotion through a particular medium do not by themselves constitute a breach of membership or create a refund, credit, or damages claim.

36. Payment, Delinquency, and Renewal Review

Invoices are due on the stated due date. Each installment has a ten-day grace period. After the grace period, ASK may suspend the listing until payment is made, and an undisputed overdue amount accrues simple interest at eight percent per year, the Kentucky legal rate under KRS 360.010. If an installment remains unpaid thirty days after its due date and ASK has sent written notice, ASK may terminate for cause. A provider in default also owes ASK’s reasonable collection costs, including reasonable attorneys’ fees, to the extent permitted by KRS 411.195 and other applicable law. ASK may charge installments automatically only where the provider has separately authorized automatic payment, and will email a reminder at least fourteen days before each charge. Payment obligations that have accrued before termination survive termination.

A provider has no vested right to another Membership Term merely because it completed the current term or avoided formal discipline. Before the end of a Membership Term, ASK conducts a discretionary renewal review. ASK may consider the provider’s complete membership history, including compliance, cooperation, responsiveness, professional conduct, reputation, client-related information, network integrity, accuracy of information, strategic fit, category composition, network needs, and overall constructive participation. Completion of the mandatory weekly participation in Section 43 is part of that record. Referrals are never required or considered.

Membership never renews automatically. If ASK decides to offer renewal, it will send a written renewal offer at least sixty days before the current term ends, identifying the new two-year Standard Term, the annual rate then in effect, the total dues committed, the billing schedule, and the acceptance deadline. The provider renews only by affirmatively accepting the offer by that deadline. The provider is responsible for maintaining an accurate notice email address.

If ASK does not offer renewal, or the provider does not accept it, membership ends at the close of the current Membership Term without a right to continued membership or damages for loss of the future Position, and the permanent-ineligibility rule in Section 38 applies.

37. Voluntary Early Departure by Provider

A provider may stop participating before the end of its current Membership Term by written notice.

Voluntary departure does not create a refund, credit, rebate, or proration of dues already paid, and it does not cancel the remaining annual installment owed for the current Membership Term, except to the extent applicable law requires otherwise. No dues are charged for a renewal Membership Term that has not begun.

Departure ends the provider’s listing and network privileges at the time determined by ASK, and the permanent-ineligibility rule in Section 38 applies. Provisions that by their nature survive termination remain enforceable.

38. ASK Termination for Cause

ASK may suspend or terminate a provider for cause at any time. Cause includes, without limitation: material breach of these Terms; nonpayment; material misrepresentation or omission; false attestation; failure to cooperate with a lawful review; loss, restriction, suspension, or material problem with a represented license, registration, insurance policy, or business standing; fraud or dishonesty; material client misconduct; unlawful conduct; misuse of ASK marks; misuse or disclosure of confidential evaluation materials; repeated or serious client complaints; a sustained pattern of material adverse information; conduct creating unacceptable security or privacy risk; or conduct described in Section 42.

Where a violation is reasonably curable, ASK may give written notice and a reasonable period to cure it. Serious misconduct, fraud, loss of required licensing, or conduct described in Section 42 may justify immediate suspension or termination without a cure period.

Except where immediate action is reasonably warranted, ASK will ordinarily give the provider written notice of the conduct under review and a reasonable opportunity, within the period stated in the notice, to provide relevant factual information before a strike is finalized. ASK may reject information it reasonably determines to be unreliable, irrelevant, manipulated, or untimely, and ASK is not required to conduct an evidentiary hearing or disclose privileged, confidential, security-sensitive, proprietary, or third-party protected information.

Unless ASK’s written notice states a shorter legally permissible period because of the nature of the matter, an issued strike remains active for twenty-four months for purposes of progressive discipline. ASK may use up to three strikes for ordinary or curable violations, but three strikes are not an entitlement. Three active strikes ordinarily result in removal. ASK may maintain historical internal records after a strike ceases to be active. ASK may bypass progressive discipline and impose immediate suspension or termination when ASK determines that the seriousness, urgency, legal risk, safety risk, fraud risk, reputational risk, or network-integrity concern warrants faster action.

If ASK terminates for cause, dues already paid are fully earned and are not refunded or credited, and the remaining annual installment for the current Membership Term remains due, except to the extent applicable law requires otherwise. Termination for cause does not create a right to recover the Background Verification and Credentialing Fee.

Permanent ineligibility. Once a provider’s membership ends for any reason, including voluntary departure, declining or not accepting renewal, expiration, ASK’s decision not to offer renewal, termination for cause, termination without provider cause, nonpayment (including an unpaid first installment), or loss of eligibility, the provider is permanently ineligible to submit a new intake, return to the network, or obtain reinstatement. The only exception is a termination that ASK determines was issued in error and formally rescinds in writing, which reinstates the original membership. The provider may not evade that bar through a successor, affiliate, nominee, alter ego, newly formed entity, change of name, common-ownership arrangement, or other structure intended to circumvent ASK’s removal decision. ASK may review ownership and control information reasonably necessary to enforce this rule, subject to applicable law and the Privacy Policy.

39. ASK Termination Without Provider Cause

If ASK terminates a provider because of ASK’s own operational or business decision unrelated to the provider’s conduct or compliance, including ASK’s discontinuation of the provider’s category, state, or the network, ASK will provide at least thirty days’ advance written notice, except where a force-majeure event, legal requirement, safety or security event, or other circumstance outside ASK’s reasonable control makes that notice impracticable or legally inappropriate.

In that case, ASK keeps amounts already paid, and there is no pro-rata refund for the current annual period. Any annual installment that has not yet become due is cancelled, and the provider owes no dues for any future term, except to the extent applicable law requires different treatment.

The Background Verification and Credentialing Fee remains nonrefundable because it compensates completed or initiated verification work. The permanent-ineligibility rule in Section 38 applies.

A merger, sale, acquisition, financing, reorganization, asset transfer, or change in control of ASK or its licensors does not itself constitute a termination, discontinuation, or refund event. Membership agreements may be assigned to a lawful successor as provided in these Terms.

40. Immediate Suspension

ASK may immediately suspend a listing, mark license, access, or other network privileges while ASK investigates a serious issue. Suspension is an interim risk control and does not itself establish fault.

Fees and contractual payment obligations continue during suspension. Suspension does not create a refund, credit, tolling period, term extension, or fee reduction, including where ASK later determines not to impose a strike or termination, except where applicable law requires otherwise.

41. Continuing Standards and Quarterly Compliance Check

A provider must continuously maintain information and conditions relevant to its standing. ASK may require a short quarterly compliance attestation addressing mandatory compliance matters, including entity standing, licenses, professional registrations, insurance represented to ASK, material ownership or control changes, listing accuracy, material litigation or regulatory developments, material security incidents affecting ASK information, and other objective facts relevant to continued membership.

The provider must complete each quarterly attestation within fourteen days after ASK requests it. The attestation may ask the provider to confirm that it continues to serve clients throughout its represented state and remains in compliance with Agreement 3. It will never require referrals.

Knowingly false or materially misleading compliance information is cause for immediate action.

42. Reputation, Neutrality, and Network Integrity

ASK is a business network intended to serve a broad market. ASK does not condition membership on agreement with ASK’s political, religious, social, or ideological views, and ASK does not use protected characteristics as membership criteria.

Each provider is responsible for managing its own business, personnel, representatives, and public-facing conduct in a manner that protects the provider’s standing and does not create an unreasonable material risk to the reputation, commercial trust, client relationships, neutrality, or integrity of ASK or other admitted providers.

This responsibility extends to conduct reasonably attributable to or materially associated with the provider by owners, officers, directors, principals, employees, contractors, agents, representatives, spokespersons, and other persons acting for or publicly identified with the provider.

ASK may consider public statements, social-media conduct, campaigns, misconduct, controversies, business practices, or other conduct where ASK reasonably determines, based on the surrounding facts, that the conduct is materially attributable to the provider or creates a material connection between the provider and the conduct and has created or is reasonably likely to create material reputational, commercial, legal, client-relations, or network-integrity risk. Relevant factors may include the person’s role, whether the person spoke for or used the resources or branding of the provider, the prominence of the association, the extent of public attribution to the provider, actual or reasonably foreseeable client or network impact, and whether the provider took lawful and proportionate steps to manage a business risk within its control.

ASK does not purport to regulate an individual’s private lawful beliefs, voting, protected characteristics, or lawful off-duty activity merely because ASK disagrees with a viewpoint. ASK does not require a provider to take an employment action that would violate applicable law. The contractual issue is ASK’s management of its own private-network relationship based on provider-level business impact and ASK’s legitimate interest in protecting a neutral professional network. Providers remain responsible for complying with employment, labor, political-activity, off-duty-conduct, anti-discrimination, whistleblower, concerted-activity, and other laws applicable to their personnel.

ASK retains lawful business discretion over membership standing, suspension, and renewal, subject to nonwaivable law.

43. Mandatory Network Participation; Referrals Are Never Required

Weekly redistribution (mandatory). ASK supplies designated “Provider Distribution Content,” ordinarily once a week. Each admitted provider must redistribute each item through at least one active business social-media account within seven days after ASK makes it available, unless ASK’s notice allows longer. Redistribution may identify ASK as the source, and ASK never requires a provider to claim authorship or to state something it does not believe. ASK does not control a provider’s independent advertising, marketing strategy, non-ASK content, pricing, or general social-media operations. Ordinary misses are handled through progressive discipline; repeated refusal or systematic nonparticipation is cause.

State network participation (mandatory). Each provider takes part in ASK’s introduction to the other admitted providers in its state, maintains reasonable familiarity with them and the categories they serve, participates in occasional ASK-facilitated state-network communications, and treats other providers professionally.

Referrals are never required. No provider is required to refer a client to another ASK provider, make a minimum number of referrals, reciprocate a referral, share customers, coordinate prices, divide markets, or enter joint work, and ASK does not condition price, placement, admission, standing, or renewal on referral activity. A provider that voluntarily makes an introduction exercises its own judgment and remains solely responsible for conflicts, disclosures, client consent, licensing, ethics, and other legal requirements applicable to that introduction. The client remains free to select any provider inside or outside ASK. If a provider publishes an endorsement of ASK, the provider is responsible for any material-connection disclosure the law requires.

44. Optional Member Mark

An admitted provider in active good standing may, but is not required to, display an ASK membership mark approved by ASK.

The mark indicates only current admitted membership status. It may not be used to imply that ASK certifies, licenses, endorses, recommends, guarantees, ranks, supervises, or warrants the provider or its services.

The license is limited, nonexclusive, nontransferable, nonsublicensable, revocable, and subject to ASK’s written usage standards. ASK may require correction or removal of any use it considers misleading, modified, obsolete, inconsistent with brand standards, or legally risky.

The license is suspended when membership privileges are suspended and terminates immediately when membership ends. The former provider must remove the mark and membership claims from websites, social media, proposals, email signatures, printed materials, advertising, and other public uses within ten days, or sooner if ASK reasonably requires to prevent deception.

45. No Intended Franchise, Agency, or Business-Format Control

The provider operates an independently established business under its own brand, methods, management, personnel, pricing, systems, and professional judgment.

ASK does not grant a franchise territory or business format and does not prescribe the provider’s overall method of operation. ASK does not control provider pricing, business hours, payroll, staffing, accounting, purchasing, uniforms, client contracts, service methodology, internal sales process, advertising budget, or other core operating methods.

Any ASK requirements concern membership status, truthful representation of that status, network integrity, legal compliance, use of ASK intellectual property, and conditions reasonably necessary to administer the network. The six-Position category limitation is an ASK directory capacity rule, not a territorial license, exclusive market, or promise of customers.

Nothing in the relationship creates a partnership, joint venture, fiduciary relationship, agency, employment relationship, or authority for either party to bind the other.

46. Independent Competition and Antitrust Compliance

Each admitted provider remains an independent competitor and must make its own independent decisions concerning prices, fees, discounts, bids, wages, compensation, staffing, customers, territories, output, capacity, service terms, purchasing, marketing, hiring, and every other competitively significant matter.

Neither ASK membership nor any ASK meeting, communication channel, event, directory, referral, introduction, committee, survey, report, or other network activity may be used to reach, invite, facilitate, signal, monitor, or enforce an agreement among providers concerning prices or pricing policies; discounts or credit terms; bids; costs or margins; wages or employee compensation; customer or account allocation; geographic market allocation; output, production, or capacity; boycotts or refusals to deal; hiring or no-poach arrangements; or any other restriction on independent competition.

Providers must not use ASK to exchange nonpublic competitively sensitive information with actual or potential competitors except where a lawful, documented business purpose and appropriate safeguards make the exchange permissible. ASK may restrict, remove, or decline to distribute information that it believes creates competition-law risk.

The six-Position capacity limit is ASK’s unilateral rule governing how many companies ASK chooses to admit and display in a category and state. It is not an agreement among providers to divide markets, customers, territories, work, or opportunities, and it does not restrict any admitted or non-admitted company from competing, advertising, accepting clients, serving customers, entering geographic markets, or conducting business outside the ASK network.

A material violation of this Section is grounds for immediate suspension or termination for cause. ASK may adopt additional antitrust-compliance procedures for meetings, communications, surveys, reports, and other network activities.

47. Professional and Legal Compliance

A provider is solely responsible for determining and maintaining every license, registration, permit, professional credential, insurance policy, disclosure, consent, conflict check, ethical rule, fee restriction, advertising rule, privacy obligation, cybersecurity obligation, tax obligation, and professional standard applicable to the services it offers and the jurisdictions in which it operates.

ASK’s admission process does not relieve a provider of those duties. ASK may request evidence of compliance but does not assume the provider’s regulatory responsibility.

A provider may not use an ASK listing to offer a service for which the provider lacks legally required authority or to hold itself out as qualified in a category it was not admitted to represent through ASK.

48. Insurance

The provider must maintain insurance that is commercially reasonable for its services and any coverage it represented to ASK as a condition of admission. ASK may establish category-specific minimum insurance requirements prospectively where legally and commercially appropriate.

The provider must promptly notify ASK of cancellation, material reduction, lapse, denial of renewal, or material claim affecting coverage represented to ASK.

The provider must furnish a current certificate of insurance at onboarding, at each renewal of coverage, and on request, and, where Agreement 3 requires ASK to be named as an additional insured and the endorsement is available, evidence of that endorsement. A lapse in required insurance results in immediate suspension of the listing until coverage is restored, and an unrestored lapse is cause.

49. Material Event Notice

The provider must promptly notify ASK of a material event reasonably relevant to standing, including a material ownership or control change; merger or sale of the provider; loss or restriction of a required license or registration; material regulatory investigation or discipline; material lawsuit alleging fraud, professional misconduct, or systemic client harm; insolvency filing; material security incident involving ASK information or credentials; material insurance lapse; or another event that makes prior information materially inaccurate.

Notice does not itself establish cause. Failure to disclose a material event may independently constitute cause.

50. Listing Content

The provider is responsible for the truthfulness, substantiation, legality, intellectual property rights, and continued accuracy of listing content it supplies.

The provider grants ASK a nonexclusive, worldwide, royalty-free license to host, reproduce, format, adapt for display, distribute, and promote provider-supplied listing content for purposes of operating and marketing the network during membership and for a reasonable archival period afterward.

ASK may edit formatting, length, grammar, or presentation; may request substantiation; and may refuse or remove content that ASK reasonably considers inaccurate, misleading, unlawful, unsubstantiated, infringing, or inconsistent with these Terms.

A provider may not supply fake, fabricated, AI-generated-as-if-authentic, purchased, sentiment-conditioned, undisclosed insider, or otherwise deceptive reviews or testimonials for publication through ASK. If a provider supplies a testimonial, endorsement, rating, case study, or similar claim, the provider represents that it is authentic, substantiated, lawfully obtained, and accompanied by any material-connection disclosure required by law.

51. Confidential Information and Statements About Membership

SCA content, results, scoring methods, model logic, evaluation criteria, nonpublic review findings, security information, internal operations, nonpublic member information, and other information designated or reasonably understood as confidential must not be disclosed or misused. This restriction does not prevent truthful communication required by law, protected reporting to a government agency, consultation with counsel under appropriate confidentiality, or honest opinion that does not disclose protected confidential information or make knowingly false factual statements.

ASK ordinarily states membership status only. ASK does not undertake to publish internal reasons for nonrenewal, suspension, strikes, or removal, and may decline to discuss those reasons with third parties except where ASK determines disclosure is legally required or reasonably necessary to protect rights, security, or safety.

A provider may accurately state that it is a current admitted member while that statement remains true. It may not state or imply that ASK certifies, endorses, recommends, guarantees, supervises, insures, or assumes responsibility for the provider or its results.

52. Provider Indemnification

To the maximum extent permitted by law, the provider will indemnify, defend, and hold harmless ASK, its licensors, and their respective members, managers, officers, employees, agents, and contractors from third-party claims, threatened claims, demands, actions, proceedings, losses, liabilities, judgments, penalties, fines, damages, reasonable attorneys’ fees, and reasonable defense costs arising from or relating to: the provider’s services or client engagements; acts or omissions of the provider or its personnel; professional misconduct; licensing or regulatory noncompliance; listing content; infringement; taxes or employment obligations; provider-caused privacy or security incidents; the provider’s collection, storage, use, disclosure, security, retention, or deletion of information received directly from a client or prospective client; provider use or misuse of ASK marks; unlawful or misleading advertising; voluntary referrals or introductions; or the provider’s breach of these Terms.

ASK will provide reasonable notice of a covered claim where practicable. Upon notice, the provider shall promptly assume and diligently conduct the defense using qualified counsel reasonably acceptable to ASK. ASK may participate through counsel of its choosing at its own expense unless the provider’s failure to defend, a material conflict of interest, or another legally sufficient reason makes reimbursement appropriate under the indemnity.

If the provider fails to timely assume or adequately conduct the defense, or if ASK reasonably determines that a material conflict of interest exists, ASK may assume control of its defense and the provider shall reimburse reasonable covered defense costs to the extent permitted by law. The provider may not settle a claim in a manner that admits wrongdoing by, imposes an obligation on, restricts, requires payment by, or otherwise materially affects ASK or its licensors without prior written consent.

This Section does not require indemnification for liability that applicable law does not permit ASK to shift.