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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