This End User License Agreement (“Agreement”) accompanies the information, data, images, reports, content, and/or software (the “Services”) that you are accessing in ATLAS HOA. By accessing the Services, you are agreeing to all the terms and conditions of this agreement, including the product, pricing, and billing information in any Subscription containing account information received at any time (the “Subscription”), the terms of which are incorporated into this Agreement by reference. By entering into the Agreement, and for good and valuable consideration in the form of Customer’s payment of the Subscription fee, HOA Leadership Network LLC, a Minnesota limited liability company (“HOALN”), grants you (“Customer”) a limited, non-exclusive, non-transferable license to use the Services, provided you accept the following terms and conditions, as of the date Customer accepts this Agreement (the “Effective Date”):

1. Intellectual Property. The Services and all intellectual property rights therein, including but not limited to copyright and trademark, are owned solely by HOALN and/or its affiliates. No ownership rights are granted by this Agreement and, except for the limited license provided, HOALN reserves all rights in and to the Services and all underlying data compilations, and information contained therein, including but not limited to the exclusive intellectual property rights and the right to grant further licenses. Customer acknowledges that the Services are the proprietary property of HOALN and are a valuable commercial product, the development of which involved an expenditure of substantial time and money by HOALN. HOALN retains all rights with respect to the Services, including, and without limitation, the right to operate or grant other parties, including any person or entity related in any manner whatsoever to HOALN or its Affiliates, the right to utilize the Services.

2. Permitted Use. The Services are solely for use within Customer's own organization by Customer's own employees for Customer’s own internal business purposes. Customer shall not resell, relicense, or redistribute the Services in whole or in part. Customer shall not sublicense, repackage, or resell the Services to any third party.

3. Restrictions on Use. Both during and after the term of this Agreement, Customer agrees as follows:

(a) Customer shall:

(i) abide by all prevailing federal, state, and local laws, regulations, ordinances and court orders from competent jurisdictions, including but not limited to those governing fair information practices and consumers’ rights to privacy, and any applicable non-solicitation laws and regulations; (ii) limit access to consumer information to those individuals who have a “need to know” in connection with Customer’s business and will obligate those individuals to acknowledge consumers’ rights to privacy and adhere to fair information practices and consumers’ right to privacy; (iii) abide by HOALN’s privacy policy and terms of service, the terms of both of which are hereby incorporated by reference, as applicable, and Customer’s own privacy policies; and (iv) use the Services in a manner that gives due consideration to matters concerning privacy.

(b) Customer shall not:

(i) disclose, use, disseminate, reproduce or publish any portion of the Services in any manner other than as expressly permitted in this Agreement; (ii) permit any parent, subsidiary, other affiliated entity or other third party, including any third party entity involved in a joint marketing arrangement or other business relationship with Customer, to use the Services or any portion thereof; (iii) resell, relicense or redistribute the Services in whole or in part; (iv) use the Services to create any derivative products, including but not limited to creation of a mailing list or lists, or a map or maps derived from the Content; (v) use the Services to create, enhance or structure any database in any form for resale or distribution; (vi) allow access to the Services through any terminal or IP address located outside of Customer’s operations or not part of Customer’s internal network; (vii) use the Services outside the United States.

(c) Customer shall be solely responsible for maintaining the confidentiality of any usernames and passwords used by its employees and Customer shall be responsible for all use of the Services (including all corresponding fees) attributable to said usernames and passwords, whether or not authorized by Customer.

(d) Customer shall not use the Services for any purpose that:

1) infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; or 2) is defamatory, trade libelous, unlawfully threatening, or unlawfully harassing.

(e) Customer shall not remove, alter or obscure any proprietary or copyright notices in the Services and will reproduce all such notices on all copies or portions thereof.

4. Delivery of Data and Format. Customer acknowledges that the availability of data elements and images in the Services varies substantially from area-to-area, and circumstances may exist or arise which prevent HOALN from providing such data or achieving complete representation of all data elements or images in the Services. Notwithstanding anything to the contrary, HOALN may add to, limit, or discontinue provision of the Services for geographic locations where:

1) HOALN is restricted by rules, regulations, laws or governmental entities; 2) HOALN has discontinued the collection of data and/or images; or 3) HOALN is prohibited by third party providers.

HOALN may discontinue production, support, and maintenance of any Services if HOALN develops an upgraded version or otherwise can no longer provide such Services. In the event HOALN ceases provision of Services to Customer, HOALN will provide Customer with a pro rata refund of its monthly Subscription fee.

5. Compliance Audits. HOALN reserves the right, during normal business hours, on reasonable notice, and at HOALN’s expense, to audit the Customer to ensure Customer's compliance with the terms and conditions of this Agreement. HOALN shall select an auditor in its sole discretion.

6. Fees. In consideration of the rights granted to Customer hereunder, Customer shall pay to HOALN the monthly fees stated within the Subscription. By entering into this Agreement (by clicking “I Agree” or otherwise manifesting explicit assent to enter into this Agreement), Customer authorizes HOALN to charge the credit card, bank account, or other payment method entered by Customer for the Services for the fees stated within the Subscription. https://atlashoa.com .

7. Term and Termination. The initial term of this Agreement is twelve (12) months, for a twelve (12) month initial subscription period commencing on the Effective Date. Thereafter, the term shall automatically renew for successive monthly terms (each an extension of the paid Subscription term), unless terminated by giving the other party not less than thirty (30) calendar days written notice of termination prior to the expiration of the then-current term. If either party breaches any provision of this Agreement, the non-breaching party shall, upon providing written notice of such breach, be entitled to immediately terminate this Agreement, provided such breach is not cured within five (5) days following such notice. Upon termination of this Agreement by either party, Customer, at its own expense, shall return all materials and/or content relating to the Services to HOALN or certify that the materials and/or content relating to the Services have been destroyed within ten (10) business days of termination, and any amounts unpaid by Customer shall be immediately due and payable. By accepting the terms of this Agreement, Customer specifically waives any fourteen (14) day right of cancellation provided under laws of the European Union (“E.U.”) or any E.U. member country. Customer further waives any right of cancellation or rescission provided under any other laws or regulations that may apply to the terms of this Agreement.

Failure to return or certify the destruction of the Services to HOALN in accordance with this section will result in:

1) Customer’s obligation to pay a perpetual license fee for the Services; or

(ii) Customer’s obligation to permit HOALN’s agent to have access to Customer's premises for the retrieval of the Services and Customer shall pay the actual costs as reasonably incurred by HOALN to retrieve same.

8. Disclaimer. THE SERVICES ARE INFORMATIONAL ONLY AND ARE NOT INTENDED TO PROVIDE SPECIFIC COMMERCIAL, FINANCIAL, OR INVESTMENT ADVICE. THE SERVICES ARE BASED UPON CERTAIN DATA AND/OR RECORDINGS, SUBJECT TO FREQUENT CHANGE. HOALN MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE METHODOLOGIES USED OR THE ACCURACY, TIMELINESS, RELIABILITY OR COMPLETENESS OF ANY OF THE SERVICES. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. HOALN DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE AVAILABLE 24 HOURS PER DAY, SEVEN DAYS PER WEEK. ANY RELIANCE ON OR USE BY CUSTOMER OF THE SERVICES SHALL BE ENTIRELY AT CUSTOMER’S OWN RISK. HOALN MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE LEGALITY OR PROPRIETY OF THE USE OF THE SERVICES IN ANY JURISDICTION, STATE OR REGION. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR OBTAINING ANY AND ALL NECESSARY LICENSES, CERTIFICATES, PERMITS, APPROVALS OR OTHER AUTHORIZATIONS REQUIRED BY FEDERAL, STATE OR LOCAL STATUTE, LAW OR REGULATION APPLICABLE TO CUSTOMER’S USE OF THE SERVICES.

9. Limitation of Liability. HOALN’S TOTAL LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY UNDER OR RELATED TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, SHALL BE LIMITED TO DIRECT MONEY DAMAGES NOT EXCEEDING THE AMOUNT PAID BY CUSTOMER TO HOALN DURING THE THREE MONTHS PRECEDING THE CLAIM. THIS LIMIT IS CUMULATIVE AND ALL PAYMENTS UNDER THIS AGREEMENT WILL BE AGGREGATED TO CALCULATE SATISFACTION OF THE LIMIT. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THE LIMIT. HOALN SHALL HAVE NO LIABILITY UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT FOR ANY LOSS OF PROFIT OR REVENUE OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. CUSTOMER AGREES THAT THE LIMITATIONS SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT, AND THAT THE SERVICES WOULD NOT BE PROVIDED TO CUSTOMER ABSENT SUCH LIMITATIONS.

10. Indemnification. CUSTOMER AGREES TO INDEMNIFY AND HOLD HOALN HARMLESS FROM AND AGAINST ALL CLAIMS OF THIRD PARTIES ARISING OUT OF OR RELATED TO THE USE OF THE SERVICES BY THE CUSTOMER, OR ATTRIBUTABLE TO CUSTOMER’S BREACH OF THIS AGREEMENT; PROVIDED THAT HOALN GIVES CUSTOMER PROMPT WRITTEN NOTICE OF ANY SUCH CLAIM. HOALN SHALL CONTROL THE DEFENSE AND ANY SETTLEMENT OF SUCH CLAIM, AND CUSTOMER SHALL COOPERATE WITH HOALN IN DEFENDING AGAINST SUCH CLAIM.

11. General.

(a) This Agreement, along with the Subscription and any other agreements specifically incorporated by reference herein constitutes the entire agreement between the parties with respect to the Services and supersedes any prior understanding or agreement, oral or written, relating to the Services.

(b) The interpretation and construction of this Agreement, and all matters relating hereto, shall be governed by the laws of the State of Minnesota applicable to agreements executed and to be performed solely within such State. Any action or other proceeding to enforce or interpret the terms of this Agreement and/or the obligations, duties or rights of the parties contained herein shall be brought before and resolved in the State or U.S. District Court located within Hennepin County, Minnesota, having subject matter jurisdiction over the issues raised by such action or proceeding and the parties hereby submit to the personal jurisdiction of said court for all such purposes. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

(c) The prevailing party shall be awarded its reasonable attorney's fees and costs in any lawsuit arising out of or related to this Agreement.

(d) No modification, amendment, supplement to or waiver of any provision of this Agreement shall be effective unless in writing and duly signed by an authorized representative of both parties hereto.

(e) Any provision of this Agreement that contemplates performance subsequent to the expiration or earlier termination of this Agreement shall survive such expiration or termination and shall continue in full force and effect until fully satisfied.

(f) HOALN shall not be liable for any delay or failure in its performance of any of the acts required by this Agreement when such delay or failure arises for reasons beyond HOALN’s reasonable control.

(g) Customer may not assign this Agreement or any rights or obligations hereunder.

(h) Neither party shall use, or permit their respective employees, agents and subcontractors to use the trademarks, service marks, copyrighted material, logos, names, or any other proprietary designations of the other party, or the other party’s affiliates, whether registered or unregistered, without such other party’s prior written consent.

(i) Except with HOALN’s prior written approval, Customer shall not disclose HOALN as a data source, vendor, or supplier, to any third party, unless required by federal, state or local laws or government regulations and with prior notice to HOALN.

(j) Customer shall provide for physical security of the Services with the same degree of care (provided that such is at least a reasonable degree of care) that Customer uses to protect its own most sensitive data.

(k) Any notice or other communication required or permitted under this Agreement shall be sufficiently given if delivered in person or sent by one of the following methods:

(i) registered U.S. mail, return receipt requested (postage prepaid); (ii) certified U.S. mail, return receipt requested (postage prepaid); or (iii) commercially recognized overnight service with tracking capabilities.

Notices to HOALN shall be sent to PO Box 802, Lakeville, MN 55044. Notices to Customer shall be sent to the address entered by Customer in the registration information. Notices or communications shall be deemed properly delivered as of the date personally delivered or sent by mail or overnight service.

ACKNOWLEDGEMENT

BY CLICKING “I AGREE” CUSTOMER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF HOALN AGREEING TO PROVIDE ACCESS TO THE CONTENT, CUSTOMER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. CUSTOMER FURTHER AGREES THAT THIS AGREEMENT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN.