A Procard International Associate is any Individual/Company who represents Procard International,llc. (PCI) and/or its affiliate(d) companies. It is required for each Procard International Associate to follow all of PCI’s rules and policies.

There is NO required investment to begin working with Procard International and/or its affiliates. The only requirement is Internet access. All Associates are considered to be independent contractors and will receive a 1099 tax form. Associates are paid only after applications have been accepted and monies collected.

Due to periodic changes with varying state regulatory, other agencies, and Company updates, it is the requirement of each individual Associate to check for updates on Procard International’s ‘News Updates’ and Independent Contractor Statement which are always posted in the Associate section. When updates are made there will normally be a notification on Procard International’s ‘News Updates’.

(PCI) Active Associates are eligible for leads, marketing materials, and other resources each month. PCI is also pleased to provide various Complimentary products and services for its Active Associates which are subject to change at any time.

All Associates have the full ability to represent any other products and services with any other Company, and it does not demand any services to be performed personally by its Associates. Associates have the full freedom and flexibility to promote its services whenever they want and have the freedom to plan their own workdays. All Associates have the freedom to work where, when, and how they choose.

PCI’s scripts have been approved by its legal department and required state agencies, so they must be followed verbatim. PCI’s Complimentary leads are available to help and are not required to be used. Procard International does not require Associates to work at any particular location. Associates can work where ever they choose and are NOT considered home-workers. Associates have the full freedom to use their own leads, location of work, and all necessary marketing materials other than required scripts.

PCI does NOT support spamming or any type of unsolicited bulk e-mailing. Associates who perform any of the above are liable directly, and PCI will not assume any liabilities for these matters.

It is the individual responsibility of each Associate to follow all FCC, FTC, Internet, State, Federal, and International laws including the National Do Not Call Registry, which can be found at: http://www.ftc.gov/bcp/conline/edcams/donotcall/index.html. This also includes the receipt of Company leads in which an Associate may only call up to 3 months (or the current governing laws) from the date of request by the consumer. Any time a consumer makes a request not to be called, emailed, or contacted it is the responsibility of the Associate to notify Procard International through the proper form submission provided on Procard International's website and the Associate cannot contact that consumer again. Procard International will not pay any fines, legal fees, or any other expenses, which an Associate may incur by not following any of the above laws and policies.

An Associate’s primary duty (more than 50% of time spent promoting the Company) will be to conduct business outside of Procard International’s and its subsidiaries regular places of business (which may include an Associate’s own home, PCI meeting sites, and/ or any location with Internet access). This shall include, but not be limited to, tasks such as distributing flyers, brochures, and bulletins, tear off sheets, and overseeing different marketing campaigns in an effort to facilitate sales of PCI’s products/services. To qualify for this option, an Associate must spend more than 50% of his/her time conducting such work outside of the Company’s regular places of business.

All Associates can control their own marketing and marketing names in their own communities and realizes that many of its Associates have ongoing current careers. Procard International has many options available and only wants to extend options to Associates so they can accept or reject the various jobs according to their busy schedules.

Procard International pays its Associates only after applications are fully completed and monies collected. For PCI card holders who do cancel, all parties who received monies from that sale will be charged back, in full, if a refund is provided.

Procard International pays its Associates on a MAP (Monthly Automated Payment) program.

An Associate cannot be paid MAP monies or initial activation fees on his/her own activation due to the already discounted rate. Payroll monies must accumulate to $10.00 or higher for payment.

In order to qualify for Procard,llc.'s MAP (Monthly Automated Payment) Renewal Program, it is required for an Associate to be active with a minimum of at least (1) new active account per month. In order for a new account to qualify for MAP renewals, the new account must be processable and active for a minimum of 30 days. Procard,llc. gives each Associate up to a (90) day grace period to add the necessary new accounts to be eligible for MAP renewals. In the event an Associate does not add new accounts during this time, MAP monies will discontinue. However, once the new required accounts are added from the elapsed period, MAP monies for ALL of an Active Associate’s current accounts will start up, again. MAP renewals are not retro-active during this elapsed time. Associate MAP credit is based on the Access Code used, only. Whichever Access Code is submitted for an activation will be the one used to receive credit, only. It is the sole responsibility of each Associate to have his/her Access Code used.

Payroll is distributed between the 2nd and the 5th of each month for all applications processed the previous month.

Due to varying state laws and regulations, network fee adjustments, and other varying expenses, Procard International reserves the right to change any of its marketing, rules, policies, pricing, and/or pay programs at any time without notice. Procard International also reserves the right to have periodic price changes, marketing fees, and/or administrative fees for PCI card holders and/or Associates. These charges will normally be posted on Procard International’s and/or its affiliates' "News Updates" website and/or via e-mail approximately 30 days prior.

All Initial New PCI card holder activations are excluded from pay schedules, and only (1) activation is required to stay Active in order to maintain an Access Code. (There is a $10.00 administrative and processing fee for insufficient funds or returned checks only for the PCI card holders who wrote the actual check.)

All services are protected by the following standard policy: "I hereby authorize my bank or credit card Company to debit my Account on the 1st of each month (unless the 1st falls on a weekend or holiday, in which event the debit can take place prior to the 1st or after the 1st when necessary) and pay Procard International and/or its affiliated companies (hereinafter called the "Company" and/or PCI) the current monthly amount each month beginning next month including periodic rate changes, marketing fees, and/or administrative fees for PCI card holders and/or Associates. Understanding that there may be administrative conditions and that the 1st may fall on weekends and/or holidays, I authorize Procard International to debit my Account prior to the 1st or after the 1st when necessary. This authorization is to remain in force until the "Company" has received written notification of the termination in such time and in such manner as to afford the "Company" and/or the bank(s) a reasonable time to process a cancellation. Acceptance of services or 3 business days after purchase affirms the above procedures."

PCI has a very simple cancellation policy for its PCI card holders: If for any reason any PCI card holder wants to discontinue the services, the PCI card holders may terminate services at any time by written notification to Procard International. Upon receipt of written notification (and service card(s)), services will discontinue on the next one to two billing statements, depending on the processing date of written notification. There is no refund for processing or other service fees. It is the mutual responsibility of the PCI card holder and the Company to keep the services in force. To guarantee uninterrupted service, the Company continues the services unless notified by a PCI card holder in writing or lack of payment. Annual services will automatically be converted to monthly services at renewal time and follow the same policies as with monthly services. Annual services may stay as annual services upon written request by PCI card holders to Support@ProcardInternational.com or the request may be mailed in.

PCI also has a very simple cancellation policy for Active Associates who participate in PCI’s Personalized Associate Websites and varying marketing programs. A PCI Associate can provide cancellation via email to Support@ProcardInternational.com .

Because PCI’s interviewing process and/or services require the exchange of information which may not necessarily be available on PCI’s website, it may be necessary for us to exchange information via e-mailing, telephone, and/or postal mail. Your information will never be released nor shared with any other Company not related to Procard International, llc.

Procard International's leads are the property of Procard International. Due to its privacy policy, they cannot be used for any other purposes other than for promoting Procard International. If they are used for any other purposes, the Associate can be disqualified from all of PCI’s lead programs and held financially liable. Procard International also reserves the right to use its leads, Accounts, and/or any databases as necessary.

Associates are NOT required to purchase leads from Procard International and can generate Accounts in any legal manner they choose without misrepresentation. Associates must regularly qualify to receive Complimentary leads. Historically, Procard International's networks have rarely had a lead shortage for its qualifying Associates; however, in the event there is a shortage Procard International will make leads available as quickly as they come in.

In the event Procard International terminates its contract with an Associate, the Associate will receive notice, and it is expected that an Associate terminating his/her contract with Procard International will also provide notice. Associates are not allowed to contact, take, or convert their Accounts, which they have activated with Procard International to any other Company or individual.

Associate Access Code Credit: PCI’s policy stands firm on the fact that whichever Access Code is submitted on an application is the one which will receive the credit, regardless as to the length and amount of communications by others. There will never be any double commissions paid out. There will also be no reversals made unless all 3 parties are in full agreement and/or Procard International deems it to be necessary. In the event there is no Access Code or a non-Active Access Code is submitted, it will be assumed that this particular activation was the result of a Procard International promotion and credit will go to the Company, itself.

Due to the fact that there will be updates to the Independent Contractor Statement resulting from periodic changes in rules and policies, it is necessary to review the most recent up-to-date Independent Contractor statement on the website.

Authorization for Direct Payment via ACH Debit

Direct payment via ACH is the transfer of funds from a consumer Account for the purpose of making a payment.

I (we) authorize Procard, llc. To electronically debit my (our) Account (and if necessary, electronically credit my (our) Account to correct erroneous debits) as follows:

Checking Account at the depository financial institution named below (“Depository”). I (we) agree that ACH transactions I (we) authorize comply with all acceptable law.

Amount of debit(s) or method of determining amount of debit(s) (or specify range of acceptable dollar amounts authorized):

Date and/or frequency of debit(s)

I (we) understand that this authorization will remain in full force and effect until (we) notify Procard, llc. In writing and/or by phone(Above address) that I (we) wish to revoke this authorization. I (we) understand that Procard, llc. requires at least 30 days prior notice in order to cancel this authorization.

(1) The Nacha Operating Rules do not require the consumer’s express authorization to initiate Reversing Entries to correct erroneous transactions. However, Originators should consider obtaining express authorization of debits or credits to correct errors.

(2) Written debit authorizations must provide that the Receiver may revoke the authorization only by notifying the originator in the time and manner stated in the authorization. The reference to notification should be filled with a statement of the time and manner that notification must be given in order to provide Company a reasonable opportunity to act on it (eg. “in writing by mail to 100 to addressthat is received at least three (3) days prior to the proposed effective date of the termination of authorization.”

New Benefits Marketing Representative Acknowledgement

As an Independent Sales Representative ("ISR") for Procard International, I certify I have reviewed the information contained in this Marketing Representative Acknowledgement and fully understand my responsibilities as they relate to marketing the New Benefits Discount Benefit Program ("Program").

1) ISR expressly acknowledges it must:

(A) Work within the parameters of the Program as set forth by New Benefits and/or New Benefits’ vendors. It is ISR’s responsibility to obtain the appropriate training information from New Benefits for each applicable benefit included in the Program. ISR agrees to represent the Program accurately and in conformity with New Benefits’ existing practices, procedures and requirements.

(B) Obtain prior written approval from New Benefits for any and all printed literature, radio/television media, telemarketing scripts, press releases, web sites, enrollment materials, membership cards, or similar items as to their content, design, format, use of any trade names, use of any vendor name, trademark, or service mark of New Benefits or any vendor under contract with New Benefits. Further, ISR shall use only the exact marketing, enrollment, and fulfillment verbiage approved by New Benefits when describing or making reference to the Program. To obtain New Benefits’ approval, marketing/sales verbiage must be submitted to New Benefits electronically in Microsoft Word and marketing materials must be submitted in their final format electronically as a PDF file. ISR understands its failure to obtain written approval from New Benefits concerning any materials (printed, electronic or of any other kind or type whatsoever) referencing the Program will result in the immediate termination of their authority to market the Program as well as the deactivation of each membership ISR has sold.

(C) Link any web site created for the purpose of marketing the Program exclusively to the links provided by New Benefits in order for benefit descriptions and vendor information to remain up to date.

(D) Provide New Benefits the name of any client or group, along with the name of their program if private-labeled, to whom ISR markets the Program.

(E) In the event ISR contracts with independent sales representatives, affiliates or third-party marketing entities (hereinafter “NewISR”) to market the Program on behalf of ISR, NewISR shall be required to execute a Marketing Representative Acknowledgement provided by Procard International and return it to Procard International prior to marketing or other activities. Additionally, New Benefits reserves the right to refuse to contract with any new ISR or client of ISR brought to New Benefits by ISR.

(F) ISR agrees the Program will be sold at a price determined by New Benefits and agreed upon by Procard International.

(G) Agree not to bundle New Benefitsproducts and services with any insured, indemnity and/or any other type of reimbursement benefit without prior written consent from New Benefits.

(H) Submit a completed Group Information Form to New Benefits for each new group prior to the initial registration date.

(I) Send to New Benefits all new Member information electronically or hardcopy in a mutually agreed upon format within ten (10) days of receipt. ISR agrees to use its best efforts to ensure all data supplied to New Benefits for processing is in good condition, correct, complete, and in proper format as set forth by New Benefits. New Benefits agrees all such Member information is considered ISR’s confidential property and as such, said information shall not be utilized by New Benefits for any reason other than to provide the Program without ISR’s express written consent.

(J) Secure and maintain all licenses, registrations and permits required by any local, state, federal, or governmental authority to market the Program. ISR shall notify New Benefits in writing within five (5) business days of receiving notification and/or the commencement of any material action, suit or proceeding, and/or the issuance of any order, writ, injunction award or decree of any court, agency or other governmental instrumentality in which ISR is involved that materially affects New Benefits, including, but not limited to Cease and Desist letters and/or Subpoenas from any regulatory body.

(K) Indemnify, defend and hold New Benefits harmless from any and all loss, claims, demands, damages, suits, liabilities and any costs or expenses, including reasonable attorney’s fees, arising from or in any way connected with (i) ISR’s failure to market the Program in conformity with New Benefits’ existing practices, procedures and requirements or (ii) any misrepresentation on ISR’s part which is false, misleading or containing any material misstatement of fact or omitting any material fact required to be stated to make the statements therein not misleading.

(L) No terms or provisions of this Acknowledgement are intended to create nor shall they be deemed or construed to create any relationship between New Benefits and ISR other than that of independent entities contracting with each other hereunder solely for the purpose of affecting the terms and provisions of this Acknowledgement. The parties hereto are not and shall not be deemed for any purpose to be joint ventures, partners, or agents of each other. ISR agrees to adhere to all applicable laws, rules, and/or regulations, including, but not limited to, those pertaining to the solicitation and marketing of New Benefits’ products and services. ISR is not authorized to represent New Benefits for any purpose, except as specifically provided in this Acknowledgement, without the prior written consent of New Benefits. Further, ISR is not authorized to make, alter, or discharge contracts, extend the time or method of payment, or waive or retain any money due New Benefits unless previously agreed to in writing by New Benefits.

(M) This Acknowledgement may be terminated at any time as follows:
(1) Automatically, without notice, by New Benefits should ISR fail to generate new or renewal memberships for twelve (12) consecutive months.
(2) Automatically, without notice, by New Benefits in the event the Procard International’s Agreement with New Benefits is terminated by either Procard International or New Benefits for any reason. Existing business may continue to be serviced as long as membership fees are paid to New Benefits when due.
(3) Without cause by either party upon thirty (30) days written notice to the other party. In the event this Acknowledgement is terminated by New Benefits without cause, existing business may continue to be serviced as long as membership fees are paid to New Benefits when due. Renewals will continue to be serviced if mutually agreed upon in writing by both parties.
(4) With cause by New Benefits upon five (5) days notice in the event of any default or breach by ISR of the terms of this Acknowledgement. In the event of breach by ISR of any covenants of this Acknowledgement or any of the terms hereof, ISR shall forfeit all rights to any compensation that might otherwise be due hereunder.

(N) Termination of this Acknowledgement does not relieve ISR of the obligation to pay all monies due.

(O) Neither this Acknowledgement nor any of the benefits to accrue hereunder shall be assigned or transferred, either in whole or in part by ISR, without the prior written consent of New Benefits. Subject to this Section, this Acknowledgement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns.

(P) Neither this Acknowledgement nor any of the benefits to accrue hereunder shall be assigned or transferred, either in whole or in part by ISR, without the prior written consent of New Benefits. Subject to this Section, this Acknowledgement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns.

Further, ISR acknowledges:

(A) The Program cannot be sold as a multiple year membership without prior written consent from New Benefits. Annual memberships may be purchased in one-year increments paid monthly or annually and are renewable in one-year increments for Members in good standing.

(B) Multilevel marketing is not allowed without prior written agreement from New Benefits.

(C) Telemarketing, without express written permission of New Benefits, is prohibited.

(D) Illegal marketing of the Program, including but not limited to unlawful telemarketing practices and unsolicited fax transmittal activitiesas defined in the Telephone Consumer Protection Act (“TCPA”) under 47 U.S.C. section 227 (http://www.fcc.gov/cgb/consumerfacts/tcpa.html) as well as unsolicited bulk electronic mail as defined in the CAN-SPAM Act of 2003 (http://www.spamlaws.com/federal/108s877.html), is strictly prohibited.

(E) New Benefits does not practice medicine or any other profession. Further, New Benefits does not control the actions of their vendors and is not responsible in the event one or more of these vendors terminate, cease, or modify the service(s) and/or product(s) offered in the Program.

(F) New Benefits is not responsible for the care and treatment of Members rendered by the participating professionals from the respective network in which they are associated; such care and treatment being the sole responsibility of the participating professionals from the respective network in which they are associated.

(G) Each Member shall be solely financially responsible for paying the usual and customary fees of participating professionals, less applicable discounts established from time to time by New Benefits, for services received by such Member. New Benefits is not responsible or accountable for providing funds to pay for such services.

(H) ISR may utilize the following marketing methods regarding the New Benefits Program: Field Sales, Worksite Marketing, Internet Marketing, Direct Marketing, or Online Sales.

UNLESS OTHERWISE SPECIFIED HEREIN, THIS ACKNOWLEDGEMENT SHALL BE EFFECTIVE UPON THE DATE EXECUTED BY AN AUTHORIZED REPRESENTATIVE OF NEW BENEFITS, LTD.

ISR certifies that it fully understands New Benefits’practices, procedures and requirements as set forth herein and will explain fully all of the provisions to ISR’s Company or affiliated marketing representatives. ISR understands any misrepresentation brought to the attention of New Benefits will result in the immediate termination of ISR’s authority to market the Program as well as the deactivation of each membership ISR has sold.