ASN Master Vendor Agreement
This Agreement between Association Services Network ("ASN")1 and you
(the "Vendor") sets forth the terms and conditions of Vendor's participation
in the ASN Vendor Certification Online Service (the "Service").
What is the service?
The Service facilitates sharing of certain Vendor information to a ASN Client
for whom Vendor provides various goods and/or services. The Service
provides a secure online registration portal wherein a Vendor may submit
insurance certificates and other compliance paperwork for ASN to review,
scan and host on a secure database. The database is a tool used by ASN
and ASN clients to facilitate the service. Under the service Vendor submits
insurance certificates and other compliance paperwork that ASN reviews
for completeness and for compliance with Client terms. The Service also
provides data obtained from third-parties, such as sites utilized for verifying
licenses, etc. ASN makes no reliance as to the accuracy or completeness of
any third-party information utilized in facilitating the service.
Vendor grants ASN the right, without any charge whatsoever, to collect,
verify, store, and analyze compliance information relating to Vendor and
generate, use or distribute the Vendor's information to the ASN Client for
whom Vendor is or begins performing services for.
What information is collected?
When Vendor visits the ASN home page or ASN Certification registration
portal, the server logs Vendor's IP address (unique network addresses), the
time and duration of the visit, and the time and duration of the pages on
our website viewed. If Vendor visits the ASN home page via a 3rd party,
ASN may capture information that tracks Vendor's visit from that source,
to the extent ASN is able to do so. ASN may also capture information about
Vendor's computer system, such as browser type and operating system.
Vendor's IP address may be logged to help administer the ASN home page
and/or unique ASN Client vendor registration portal (if applicable). The ASN
home page may use long-term and short-term cookies. ASN may place a
cookie on Vendor's hard drive. A cookie is a unique alphanumeric identifier to
help identify the number of unique visitors to the ASN home page, whether
or not those visitors are repeat visitors, and the source of the visits.
ASN does not otherwise collect personal information about Vendors when
visiting the ASN home page. The information submitted is only viewable by
ASN employees and the authorized ASN Client.
"Confidential Information" shall only be deemed materially confidential or
proprietary information of the Vendor, provided to ASN in accordance with
this agreement, and conspicuously labeled and identified as confidential
at the time of submission, or within 7 days of submission. To qualify as
confidential information, irrespective of designation by Vendor, confidential
information must not otherwise be independently available, developed or
ascertainable from public or non-public third-party sources. In no event
shall an insurance policy, insurance certificate or policy endorsements be
considered as confidential information.
Vendor represents and warrants that any Information submitted (and which
may be submitted in the future) by or on behalf of Vendor to ASN is and shall
be accurate, up-to-date, complete and submitted in compliance with privacy
and other applicable laws, not infringing any rights relating to personal
privacy or publicity under State or Federal laws, or elsewhere. Vendor
agrees to indemnify, defend and hold harmless ASN from any and all losses,
claims, damages, liabilities and expenses, including reasonable attorneys'
fees, arising out of or relating to any fraud, intentional act, or negligence by
Vendor, Vendor's agents, employees or affiliates, or violation by Vendor of
any law or governmental rule or regulation or right of any entity or individual
arising thereunder.
What are ASN' Security Obligations?
ASN uses various security measures to protect information collected,
including encryption, firewalls, and access controls. ASN stores Vendor
Information on a computer system located in a controlled facility with a
limited access. Visitor textual information is encrypted during transmission,
company databases are accessible only by ASN employees, contractors and
agents on a need to know basis and who have entered into and are bound by
a confidentiality and nondisclosure agreement.
ASN follows industry standards in securing the ASN home page and
the ASN database. ASN Clients may only view the information of their
individual vendors. Vendors have no access to the ASN database aside
from transmitting and uploading their compliance paperwork via a ASN
Client specific URL registration portal. No Vendor has access to view any
ASN database data, including their own. When Vendor provides information
through the ASN Home Page or the ASN database, the data is transmitted
through servers maintained by Internet service providers ("ISP") and
transmitted to ASN.
How does ASN share your information?
Information provided by Vendor is only viewable by ASN employees and
agents, and authorized ASN Client users. ASN will provide information to no
other party except as described below. ASN may communicate directly with
Vendor's insurance agents, compliance officers, government officials and
others to obtain and verify information.
ASN may use and disclose information to protect its rights, fulfill regulatory
requirements, or to respond to legal actions or government investigations. If
such use or disclosure is necessary, ASN will provide Vendor with reasonable
notice.
ASN relies on third parties in facilitating the ASN Service, and all third parties
with whom ASN shares Vendor data must conform to industry standard
practices for the handling of confidential data. ASN may aggregate data for
purposes of producing metrics, safety statistics, or otherwise, but shall not
reveal specific vendor information. ASN may utilize Vendor data to respond
to court orders or subpoenas; to protect ASN' interests, or as otherwise
required by law.
Limits on ASN Liability and Disclaimers of Warranties
Information provided by third-parties is subject to restrictions, licenses,
limitations of liability and warranties from the licensor. ASN shall incur no
liability as a result of or derived from any licensed data or any action or
information supplied by any SUCH third party, including any government
agency or third-party licensor.
ASN disclaims all warranties, whether express or implied, written or oral
(including any warranty of merchantability or fitness for a particular
purpose), with respect to the Service OR OTHERWISE under this Agreement.
Vendor acknowledges that ASN makes no representation or warranty that
any ASN Client will select, utilize, or award a contract to vendor as a result of
ASN furnishing vendor data to Client.
In no event shall ASN be liable to Vendor for special, incidental,
consequential, punitive, multiple or other indirect damages, or for loss
of profits, loss of data or loss of use damages, arising out of the Service
OR OTHERWISE under this Agreement, whether based on warranty, tort,
contract, strict liability or otherwise, even if ASN has been advised of the
possibility of such damages or losses.
Any ASN liability arising OUT OF THE SERVICE OR OTHERWISE under this
Agreement, whether based upon warranty, tort, contract, strict liability OR
OTHERWISE, shall in no event exceed the amount paid by Vendor or on
behalf of vendor by ASN Client to ASN during the most recent 12-month
period under this Agreement. IF VENDOR HAS NOT MADE ANY PAYMENTS TO
ASN UNDER THIS AGREEMENT IN THE MOST RECENT 12-MONTH PERIOD,
VENDOR AGREES THAT IN NO EVENT SHALL ASN' LIABILITY EXCEED $100.
Miscellaneous
No Vendor information whatsoever will be sold or distributed to third parties
by ASN.
No agency, partnership, joint venture, employee-employer or franchiser-
franchisee relationship is intended or created by this Agreement. Vendor
acknowledges and agrees to be bound by the Legal and Privacy notices
posted on the ASN website www.ASNaudit.com, as they relate to any
interaction Vendor may have with the ASN website.
The ASN home page contains external links to third-party sites not affiliated
with ASN. ASN is not responsible for the privacy practices or content of web
sites not created and maintained by ASN.
The ASN home page links to the ASN database which ASN employees and
authorized ASN clients may securely log on to view limited Vendor data.
Access to CERTUS is restricted by secure login to ASN employees and select
ASN Client users. ASN employees are bound by employment confidentiality
agreement.
Vendor acknowledges that ASN may assign this agreement at any time and
for any reason, and that notice may or may not be given to Vendor of any
such assignment. Vendor acknowledges that ASN is under no obligation to
return to vendor any information, documents or paperwork submitted by
vendor throughout the course of service, whatsoever.
ASN may amend this agreement at any time, and Vendor agrees to be bound
by all agreement updates. Agreement terms and conditions updates will be
conspicuously posted on the ASN website, www.ASN4HOA.com.
No refunds or credits will be given to Vendors, whatsoever. ASN may change
fees for the service at any time, such changes will apply upon annual renewal
of Vendor registration with ASN.
Jurisdictional limitations on certain disclaimers of warranties may apply.
Vendor acknowledges that it is to make no reliance in any form on any
information or communication it receives from ASN, ASN Clients, or affiliated
or non-affiliated parties relating to any aspect of the service, whatsoever.
This applies to any communication whether written, oral or otherwise, or any
information that appears in the database, at any time.
This Agreement shall be deemed accepted by Vendor upon Vendor's
electronic acceptance, such acceptance is limited to the terms of this
Agreement in the form presented to Vendor by ASN. Any modifications
made to this agreement by Vendor are null and void. This Agreement, when
accepted, constitutes the entire agreement of the parties with respect to the
subject matter and supersedes any oral negotiations and prior writings with
respect to the subject matter. No term or provision of this Agreement may be
modified, amended or waived without prior signed written agreement of ASN.
Failure to timely pay fees due ASN serves as Vendor's waiver of any rights
accrued under this agreement, to the extent allowable by law.
All provisions in this Agreement relating to Confidential Information,
representations, warranties, disclaimers, limitations of and exclusions
from liability, and indemnification, shall survive termination of this
Agreement. Should any provision hereof for any reason be declared invalid or
unenforceable by a court of competent jurisdiction, the remaining portions of
this Agreement shall remain in full force and effect. This Agreement shall be
governed and construed by the laws of the State of New York.
This document constitutes the entire agreement and all terms therein.
Association Services Network
I agree to this service agreement