Last Revised: July 15, 2025

Effective Date: These Terms are effective for all Participants as of the Last Revised date. 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 franchised 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. Participant acknowledges that all N2 franchisees are independently owned and operated businesses and that any contract or arrangement entered into between Participant and a franchisee is solely between those parties. N2 shall not be responsible or liable for any such arrangement.


2. Participant Benefits. Participants in the Program will receive the following benefits:
   1. Included on list of approved vendors only.
   2. Permission to solicit N2’s franchisees via email. All such email communications must comply with applicable laws, including but not limited to the CAN-SPAM Act, and must honor any opt-out requests or preferences communicated by franchisees. N2 reserves the right to revoke this permission in its sole discretion.
   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. Confidentiality. In the course of providing services or products to N2 franchisees or otherwise participating in the Program, Participant may receive or have access to Confidential Information (defined below) relating to and owned by N2, its affiliates, or its franchisees. Participant agrees to maintain the confidentiality of all such Confidential Information using a commercially reasonable standard of care and to use such information solely in connection with its obligations under the Program.
   
   “Confidential Information” means information and know-how, oral, visual or written, and documents relating to N2, its affiliate, the franchised businesses, and any publication furnished by N2 or its affiliate, or representatives of N2, to Participant whether by N2 or its franchisees. N2’s Confidential Information includes, without limitation, all trademarks, trade names, service marks, emblems, and indicia of origin used by N2 in connection with the operation of the franchised businesses, and all trade secrets or know-how, including, but not limited to, research, plans, products, services, customer lists, supplier information, advertisers, business plans, marketing data and materials, software, electronic code, forms, processes, methods of operation, strategic information, financial information, pricing, manuals, and other business information disclosed to Participant by N2 or its franchisees. The term Confidential Information does not include information which Participant can establish (a) is or becomes generally available to the public other than as a result of disclosure by N2, or (b) becomes available to Participant from a source other than N2 or its franchisees, provided that such source is not and was not bound by a non-disclosure or confidentiality agreement with N2 or is otherwise improperly provided to Participant.


6. Data Ownership and Use. Participant acknowledges and agrees that all data, information, records, and materials provided by N2 or its franchisees—or otherwise collected, generated, or derived in connection with services provided to N2 franchisees—are and shall remain the exclusive property of N2 as the franchisor and owner of the franchise system (“System Data”), regardless of which party directly provided or originated the data. Participant may use System Data solely to perform its obligations in connection with the Program and may not sell, disclose, retain beyond the service relationship, or use such data for any other purpose without N2’s prior written consent.
   
   Participant may only share System Data with subcontractors or service providers to the limited extent necessary to provide the approved services, and only if such third parties are bound by written agreements that impose confidentiality and data security obligations at least as protective as those set forth herein. Participant is responsible for the actions and omissions of its subcontractors and service providers as if they were its own.
   
   Upon termination of participation in the Program or upon N2’s written request, Participant shall promptly return or securely destroy all copies of System Data in its possession or control, unless retention is required by law, in which case such data shall remain subject to the terms of this Agreement. At N2’s reasonable request, Participant shall certify in writing that such data has been returned or destroyed.
   
   N2 or its designee shall have the right, upon reasonable prior notice and during normal business hours, to audit Participant’s compliance with the confidentiality, data use, and security obligations of this Program. Participant agrees to cooperate fully with such audits and to promptly address any identified deficiencies.
   
   Participant may use anonymized or aggregated data solely for internal service quality improvement, provided such use does not identify or re-identify any franchisee, customer, or N2-affiliated party and complies with applicable third-party terms and data privacy laws.


7. 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; (c) make unauthorized use of N2’s Confidential Information or data, or (d) engage in illegal activities or conduct.


8. 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.

9. 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 any amendment, modification, suspension, or termination. Such changes do not give rise to any claim that N2 has breached the Program terms. No change shall be construed as an acknowledgment that N2 previously lacked such rights or expectations, or as a waiver of any rights based on prior conduct.


10. Indemnification. Participant shall indemnify, hold harmless, and defend 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.


11. 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 and such insurance must include, where applicable, general commercial liability coverage and, if Participant collects or processes personal data, technology errors and omissions or cyber liability insurance. N2 may request proof of such coverage at any time.


12. 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.


13. 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.


14. 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.


15. 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.


16. 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.


17. 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.


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


19. 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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