N2 Franchising, Inc. (the “Company” or “N2”) has created this vendor program (the “Program”) to identify vendors that provide services or products that help advance N2’s franchisee businesses.

1. Eligibility; Participation. Vendors interested in participating in the Program must submit N2’s Program application and any other information or records that N2 may request to evaluate an application. N2 reserves the right to accept or refuse, in its sole discretion, any application for participation in the Vendor Program. To become a Program participant (“Participant”) a vendor must: (1) submit a complete application and any other information or records that N2 may request in order to evaluate an application, (2) have at least one client that is a current N2 franchisee who is willing to refer or endorse the vendor’s participation in the Program, (3) pay any application or Participant fees that N2 may charge (“Fees”), (4) satisfy these terms and conditions of the Program and any laws applicable to the Participant’s business, and (5) receive written request from N2 inviting Participant to join the Program (the “Invitation”). A Participant will cease to participate in the Plan on the earlier of the date it no longer meets each of the criteria above or on the date it is no longer actively providing the services or products to N2 franchisees or that there is a change to the Program under Paragraph 7 below. N2 reserves the right to remove a Participant from the Program for any reason or no reason.

2. Participant Benefits. Participants in the Program will receive the following benefits:

1. 1. Included on list of approved vendors only.
   2. Permission to solicit N2’s franchisees via email.
   3. N2 to share promotional messaging on the N2 franchisee “AD Life” Facebook page.
   4. Inclusion of an advertisement in N2’s internal print magazine, Camaraderie.
   5. In the event that N2 decides to have vendor booths at any of its three national sales conferences, and subject to rules that N2 may adopt related to licensing booth space at conference, Participant will be invited to set up an exhibit booth at such conference.

3. No Refunds for Withdrawal or Removal from Program. No refunds of any kind will be made for withdrawal or removal from the Program.

4. Status as Independent Contractor. Participant is an independent contractor. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between N2 and Participant. Neither N2 nor Participant has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other or to bind the other to any contract, agreement, or undertaking with any customer or other third party.

5. Prohibited Acts. Neither Participant nor its staff shall directly or indirectly: (a) make any representations or warranties on behalf of N2; (b) engage in any unfair, anti-competitive, misleading, or deceptive practices with respect to products or services it is providing in relation to the Program; or (c) engage in illegal activities or conduct.

6. Participant’s Representations, Warranties and Acknowledgement. Participant represents and warrants that:

1. 1. It is duly organized, validly existing, and in good standing under the laws of the states or jurisdictions in which it conducts business;
   2. It is in material compliance with all applicable laws relating to the services or products that it offers in relation to the Program;
   3. The Program application it submitted to become a Participant was accurate and submitted by a person authorized to act on Participant’s behalf; and
   4. It has all of the requisite resources, skill, experience, and qualifications to perform all of the services offered to N2’s franchisees in a professional and workmanlike manner, in accordance with industry standards for similar services.

7. Program Changes. N2 reserves the right to modify, amend, suspend, and/or terminate this Program at any time. The Company will provide affected Participants with prior written or email notice of that amendment, modification, suspension, or termination. Such changes will not amount to an act or omission which entitles the Participant to assert that its terms of participation in the Program have been breached.

8. Indemnification. Participant shall indemnify, hold harmless, and defend the N2 and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, that are incurred by Indemnified Party (collectively, “Losses“), arising out of or resulting from Participant’s participation in the Program.

9. Insurance. Within 30 days of Participant’s receipt of the Invitation, Participant shall provide an insurance certificate reasonably acceptable to N2. Participant shall maintain adequate insurance coverage that is consistent with what similarly situated vendors would carry given the nature of the services or products to be provided and with limits not less than $1,000,000.00.

10. Listings and Promotional Materials. Participant grants a fully-paid, perpetual non-exclusive license to use, display, and reproduce Participants’ name, trade names, and product or service names in any directory (print, electronic, or other media) that list the Program’s Participants, and to use such names in N2’s promotional materials. N2 is not liable for any errors or omissions in any listings or descriptions.

11. N2 Materials. Any materials that are distributed to Participant related to the Program are owned exclusively by N2. N2 grants Participant a nontransferable, non-exclusive license to use such materials solely in connection with Participant’s participation in the Program. If Participant ceases to participate in the Program, Participant shall promptly destroy all such materials.

12. Use Insignia and No Endorsement. Participant may not reproduce N2’s logo, name, marks, or other insignia on items, documents or advertising materials, without N2’s prior written consent.  Participant shall not claim to any third-party that it or its services or products are recommended or endorsed by N2 or any of its affiliates.

13. No Representations or Warranties; Rules and Regulations. N2 makes no representations or warranties, express or implied, regarding the amount of business or any other business benefit resulting from participation in the Program. N2 may adopt, amend, or revoke any established rules and regulations from time to time, on reasonable notice to Participant. Any such rules or regulations are incorporated in this Program document and have the same effect as if set forth herein.

14. Choice of Law and Severability. This Program shall be governed by and construed in accordance with the laws of Texas. If any provision or obligation in this Program is determined to be invalid, ineffective, or unenforceable, the validity, effectiveness and enforceability of the remaining provisions and obligations shall not in any way be affected or impaired and shall remain in full force and effect (subject to local laws). To the extent that any Program terms or conditions conflict with any governing law described in this paragraph, the Program shall be interpreted in a manner that complies with such governing law for Participants covered by that law.

15. Choice of Forum. Participant irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against N2 in any way arising from or relating to this Program, including, but not limited to, contract, equity, tort, fraud and statutory claims, in any forum other than the federal or state courts located in Irving, Dallas County, Texas, and any appellate court from any thereof. Participant irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and shall bring any such action, litigation or proceeding only in the federal or state courts located in Irving, Dallas County, Texas.

16. Entire Agreement. This Program document states the entire agreement and understanding between N2 and Participant in relation to the Program.

17. Acknowledgement of Terms. By completing and submitting an application to participate in the Program, each Participant acknowledges that it has read, understands, and agrees to the terms and conditions of this Program.

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