Overview

You can start your own business today by becoming a
KlikFire Independent Business Owner!

As a KlikFire Independent Business Owner (IBO) you save money
and you earn by helping others save!

KlikFire’s compensation plan provides ways to earn significant immediate,
living and retirement income. The compensation plan works for
people who want to build their own business without building
a team of people and professional builders.

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“...a recession proof home based business...” “KlikFire is a recession proof home based business because its core foundation is built on saving people money! Who do you know that isn’t trying to save money in these tough economic times? If you could start a home based business and all you have to do is help people save money doing things they are already doing would you do it?”

Aaron Levine, COO Pinnacle Communications Int’l Inc.

Benefit #1 - Earn More on Shopping

Benefit #2 – IBOs Earn Building Income – Up to $200 per QGL

The commissions shown in this section represent bonuses paid when the generating IBO joined using the standard $350 application. Promotional bonuses apply to those that join under a promotional application.

Benefit #3 – Earn Shares in Company Wide Bonus Pools

Benefit #4 – Local Sales – Up to $200/sale

What Can These Powerful Benefits Mean For You?

With KlikFire You Can...

• Own your own business
• Feel good about building your business because you are helping people save money!
• Earn Immediate Income – Up to $200 per IBO and Up to $200 per Local Sale
• Earn Living Income (intermediate income) – With Matching Bonuses Up to $100 per IBO
• Build retirement income (long term residual income) – Shopping commissions
  that pay commissions from the website that pays the most Cash Back on the Internet!
• Earn Double cash Back on your purchases
• Earn Matching Cash Back on your referrals purchases
• Earn 50% Matching Cash on your gateway referrals, through infinity

With today’s economy in its current state, how can you afford not
to take control of your financial future and
Get Started Today!

Policies and Procedures

Section 1 - Introduction

1.1 - Policies and Compensation Plan Incorporated into License Agreement

These Policies and Procedures, in their present form and as amended at the sole discretion of SaveAndEarn, a division of Pinnacle Communications International, Inc. (hereafter “SaveAndEarn” or the “Company”), are incorporated into, and form an integral part of, the SaveAndEarn License Agreement. Throughout these Policies, when the term “Agreement” is used, it collectively refers to the Company Representative Application and Agreement, these Policies and Procedures and the Company Marketing and Compensation Plan. These documents are incorporated by reference into the License Agreement (all in their current form and as amended by the Company). It is the responsibility of each Representative to read, understand, adhere to, and ensure that he or she is aware of and operating under the most current version of these Policies and Procedures as updated and amended and published on the Company website.

1.2 - Purpose of Policies

SaveAndEarn is a traditional marketing company that markets products and services through LOs. It is important to understand that your success and the success of your fellow LOs are dependent upon the integrity of the men and women who market our products and services. To clearly define the relationship that exists between LOs and the Company, and to explicitly set a standard for acceptable business conduct, the Company has established the Agreement. The Company's LOs are required to comply with all of the Terms and Conditions set forth in the Agreement which the Company may amend at its sole discretion as it sees fit, as well as all federal, state, and local laws governing the Company business and conduct. Because you may be unfamiliar with many of these standards of practice, it is very important that you read and abide by the Agreement. Please review the information in this document carefully. It explains and governs the relationship between you, as an independent contractor and the Company. If you have any questions regarding any policy or rule, do not hesitate to seek an answer from the Company at support@saveandearn.com.

1.3 - Changes to the Agreement

Because federal, state, and local laws, as well as the business environment, periodically change, the Company reserves the right to amend the Agreement and its prices in its sole and absolute discretion. By signing the LO Agreement, the LO applicant agrees to abide by all amendments or modifications that the Company elects to make. Amendments shall be effective upon notice to all Representatives that the Agreement has been modified. Notification of amendments shall be published in official Company materials and on the Company website. The Company shall provide or make available to all LOs a complete copy of the amended provisions by one or more of the following methods: (1) posting on the Company's official web site; (2) electronic mail (e-mail); (3) voice mail system broadcast; (4) inclusion in Company periodicals; (5) inclusion in product orders or bonus checks; or (6) special mailings. The continuation of a Licensee's SaveAndEarn business or acceptance of profit sharing bonuses or commissions constitutes acceptance of any and all amendments.

1.4 - Delays

The Company shall not be responsible for delays or failures in performance of its obligations when performance is made commercially impracticable due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, riot, war, fire, death, natural disasters, curtailment of a party's source of supply, or government decrees or orders.

1.5 - Policies and Provisions Severable

If any provision of the Agreement, in its current form or as may be amended, is found to be invalid, or unenforceable for any reason, only the invalid portion(s) of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect and shall be construed as if such invalid, or unenforceable provision never comprised a part of the Agreement.

1.6 – Waiver

The Company never gives up its right to insist on compliance with the Agreement and with the applicable laws governing the conduct of a business. No failure of the Company to exercise any right or power under the Agreement or to insist upon strict compliance by a Licensee with any obligation or provision of the Agreement, and no custom or practice of the parties at variance with the terms of the Agreement, shall constitute a waiver of the Company's right to demand exact compliance with the Agreement. Waiver by the Company can be affected only in writing by an authorized officer of the Company. Company's waiver of any particular breach by a Representative shall not affect or impair Company's rights with respect to any subsequent breach, nor shall it affect in any way the rights or obligations of any other Representative. Nor shall any delay or omission by the Company to exercise any right arising from a breach affect or impair the Company's rights as to that or any subsequent breach. The existence of any claim or cause of action of a Representative against the Company shall not constitute a defense to the Company's enforcement of any term or provision of the Agreement.

Section 2 - Becoming a Licensed Owner

To become a Company Representative, each applicant must:

2.1.1 - Be of the age of majority in his/her state of residence usually over the age of 18 years;

2.1.3 - Have a valid Social Security or Federal Tax ID number;

2.1.5 - Submit electronically a completed LO Application and Agreement to the Company, The Company reserves the right to reject any applications for a new Representative or applications for renewal.

2.2 - No Product or Service Purchase Required

No person is required to sign up for third party services to become a Licensee. However, in order to familiarize new LOs with the Company products, services, sales techniques, sales aids, and other matters, the Company recommends they contact their recruiter.

2.3 – New Representative Registration

Prospective Representatives must submit an application online through their recruiter's SaveAndEarn website or the SaveAndEarn website.

2.4 - Representative Benefits

Once a Licensee Application and Agreement have been accepted by the Company, the benefits of the Marketing and Compensation Plan and the LO Agreement are available to the new LO. These benefits include the right to:

2.5.1 - Sell Company products and services;

2.5.2 - Participate in the Company Marketing and Compensation Plan (receive commissions, if eligible);

2.5.3 - Recruit other individuals as LOs into the Company business and thereby, build a sales force;

2.5.4 - Receive periodic Company literature and other Company communications;

2.5.5 - Participate in Company-sponsored support, service, and training, upon payment of appropriate charges, if applicable; and

2.5.6 - Participate in promotional and incentive contests and programs sponsored by the Company for its LOs when available.

2.6 - Term of Agreement

I understand that COMPANY shall deem this Agreement in effect upon its receipt and acceptance by COMPANY. The term of this agreement is for one year. This agreement will be automatically renewed with an annual fee as determined by the Company on or before the anniversary date of the License Agreement. Failure to renew after notice has been given will result in any Licensee to be demoted to a Member position without opportunity to cure, or to provide opportunity for cure, at Company’s discretion.

The Licensee must maintain the “Monthly Maintenance” for $29.95 per month. These services remain in force and are paid monthly either by credit or electronic check draft. Cancellation of these services constitutes forfeiture of the Licensed Owner status with SaveAndEarn and the Licensee will be demoted to a Member.

Section 3 - Operating a SaveAndEarn Business

3.1 - Adherence to the Company Marketing and Compensation Plan

LOs must adhere to the terms of the Company Compensation Plan as set forth in official Company literature. LOs shall not offer the Company income opportunity through, or in combination with, any other system, program, or method of marketing other than that specifically set forth in official Company literature. LOs shall not require or encourage other current or prospective customers or LOs to participate in the Company in any manner that varies from the program as set forth in official Company literature. LOs shall not require or encourage other current or prospective customers or LOs to execute any agreement or contract other than official Company agreements and contracts in order to become a Company LO. Similarly, LOs shall not require or encourage other current or prospective customers or LOs to make any purchase from, or payment to, any individual or other entity to participate in the SaveAndEarn Compensation Plan other than those purchases or payments identified as recommended or required in official Company literature.

3.2 – Advertising

LOs are encouraged to use the marketing materials created by the Companyand understand and agree that any marketing materials created by a Licensee for purpose of personal advertising must be submitted to the Company and approved before use. Any materials used that have not been approved by the Company will constitute a violation of the License agreement and is grounds for termination. Submit materials for approval to support@saveandearn.com.

3.2.1 – General

All LOs shall safeguard and promote the good reputation of the Company and its products. The marketing and promotion of SaveAndEarn, the business program, the Compensation Plan, and Company products and services shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices. To promote both the products and services, and the marketing program the Company offers, LOs must use the sales aids and support materials produced by the Company and no others. The rationale behind this requirement is simple. The Company has carefully designed its products, product labels, Compensation Plan, and promotional materials to ensure that each aspect of the Company is fair, truthful, and substantiated. If LOs were allowed to develop their own sales aids and promotional materials (which includes Internet advertising), notwithstanding their integrity and good intentions, the likelihood that they would unintentionally violate any number of statutes or regulations affecting a SaveAndEarn business is almost certain. These violations, although they may be relatively few, would jeopardize the SaveAndEarn marketing program for all LOs. Materials, other than those provided by the Company, must have the prior approval of the Company's marketing department.

3.2.2 - Web Sites

If a licensee desires to utilize an Internet web page to promote his or her business, he or she may do so through the Company's official web site, using official Company replicated websites (created and maintained by the Company), and only with the express written permission of the Company.

3.2.3 - Domain Names

LOs may not use or attempt to register any of the Company's trade names, trademarks, service names, service marks, product names, the Company's name, or any derivative thereof, for any Internet domain name. This includes, but is not limited to the use of SaveAndEarn or Pinnacle.

3.2.4 - Trademarks and Copyrights

The Company will not allow the use of its trade names, trademarks, designs, or symbols by any person, including a Company LOs, without its prior, written permission. LOs may not produce for sale or distribution any recorded Company events and speeches without written permission from Company nor may LOs reproduce for sale or for personal use any recording of Company-produced audio or video tape presentations.

3.2.5 - Media and Media Inquiries

LOs must not attempt to respond to media inquiries regarding the Company, its products or services, or their independent SaveAndEarn business. All inquiries by any type of media must be immediately referred to Company's Legal Department. This policy is designed to assure that accurate and consistent information is provided to the public as well as a proper public image.

3.2.6 - Spamming and Unsolicited Faxes

LOs may not use or transmit unsolicited faxes, mass e-mail distribution, unsolicited e-mail, or “spamming” as determined by the Can – Spam Act 2003

•  Fraudulent Enrollments Prohibited

Fraudulent enrollment is prohibited. "Fraudulent enrollment" includes: (a) the enrollment of individuals or entities without the knowledge of and/or execution of an License Application and Agreement by such individuals or entities; (b) the fraudulent enrollment of an individual or entity as a Licensee or Customer; (c) the enrollment or attempted enrollment of non-existent individuals or entities as LOs or Customers (“phantoms”); (d) the use of a credit card by or on behalf of a Licensee or Customer when the LO or Customer is not the account holder of such credit card; (e) Purchasing Company merchandise or services on behalf of another LO or Customer, or under another Licensee's or Customer's I.D. number, to qualify for commissions or bonuses .

•  Business Entities

A corporation, LLC, LLP, partnership or trust (collectively referred to in this section as a “Business Entity”) may apply to be a Company Licensee by submitting its federal tax ID number. A SaveAndEarn business may change its status under the same recruiter from an individual to a partnership, corporation or trust, or from one type of entity to another. Members of the entity are jointly and severally liable for any indebtedness or other obligation to the Company.

3.5 - Changes to a SaveAndEarn Business

3.5.1 – General

Each Licensee must immediately notify the Company of all changes to the information contained on his or her License Application and Agreement. LOs may modify their existing License Agreement (i.e., change Social Security number, or change the form of ownership from an individual proprietorship to a business entity owned by the Licensee) by submitting a written request, a properly executed License Application and Agreement, and appropriate supporting documentation. There is a $25.00 fee for each change requested, which must be included with the written request. Company requests that these changes be limited to one per year.

3.5.2 - Addition of Co-Applicants

When adding a co-applicant (either an individual or a business entity) to an existing SaveAndEarn business, the Company requires a written request as well as a properly completed License Application and Agreement containing the applicant and co-applicant's Social Security Numbers and signatures. To prevent the circumvention of Section 3.22 (regarding transfers and assignments of a SaveAndEarn business), the original applicant must remain as a party to the original License Application and Agreement. If the original Licensee wants to terminate his or her relationship with the Company, he or she must transfer or assign his or her SaveAndEarn business in accordance with Section 3.22. If this process is not followed, the SaveAndEarn business will be canceled upon the withdrawal of the original Licensee. All bonus and commission checks will be sent to the address of record of the original Licensee. Please note that the modifications permitted within the scope of this paragraph do not include a change of recruiter. Changes of recruiter are addressed in Section 3.5.3, below. There is a $25.00 fee for each change requested, which must be included with the written request and the completed License Application and Agreement. Company may, at its discretion, require notarized documents before implementing any changes to a SaveAndEarn business. Please allow 30-days after the receipt of the request by Company for processing.

3.5.3 - Change of Recruiter - Cancellation and Re-Application

The only way a Licensee may legitimately change organizations is by voluntarily canceling his or her SaveAndEarn business. The former LO may reapply under a new recruiter.

3.6 - Unauthorized Claims and Actions

3.6.1 – Indemnification

a LO is fully responsible for all of his or her verbal and written statements made regarding Company products, services, and the Marketing and Compensation Plan, which are not expressly contained, in official Company materials. LOs agree to indemnify the Company and the Company's directors, officers, employees, and agents, and hold them harmless from any and all liability including judgments, civil penalties, refunds, attorney fees, court costs, or lost business incurred by the Company as a result of the Licensee's unauthorized representations or actions. This provision shall survive the termination of the LO Agreement.

3.6.2 - Product Claims

No claims about Company products or services may be made except those contained in official Company literature.

3.6.3 - Income Claims Prohibited

At SaveAndEarn, we firmly believe that the Company income potential is great enough to be highly attractive, without exaggeration. Moreover, the Federal Trade Commission and several states have laws or regulations that regulate or even prohibit certain types of income claims and testimonials made by persons engaged in marketing. While LOs may believe it beneficial to provide copies of checks, or to disclose the earnings of themselves or others, such approaches have legal consequences that can negatively impact the Company as well as the LO making the claim unless appropriate disclosures required by law are also made contemporaneously with the income claim or earnings representation. Because Company LOs do not have the data necessary to comply with the legal requirements for making income claims, a Licensee, when presenting or discussing the SaveAndEarn marketing program or Compensation Plan to a prospective LO, may not make income projections, income claims, or disclose his or her SaveAndEarn income (including the showing of checks, copies of checks, bank statements, or tax records).

3.7 - Conflicts of Interest

3.7.1 - Non-solicitation

As an independent marketing representative, Company LOs can participate in other marketing business ventures or marketing opportunities. However, during the term of this Agreement, LOs may not recruit other SaveAndEarn LOs or Customers for any other marketing business.

LOs must not sell, or attempt to sell, any competing non-SaveAndEarn products or services to SaveAndEarn Customers or LOs. Any products or services in the same generic category as a SaveAndEarn product or service is deemed to be competing (e.g., any telephone or internet service is in the same generic category as SaveAndEarn's products, and is therefore a competing product, regardless of differences in area coverage, cost, or method of delivery. LOs may not display SaveAndEarn products or services with any other products or services in a fashion that might in any way confuse or mislead a prospective customer or LO into believing there is a relationship between the SaveAndEarn and non-SaveAndEarn products or services. LOs may not offer the SaveAndEarn marketing program, products or services to prospective or existing Customers or LOs in conjunction with any non-SaveAndEarn program, opportunity, product or service. LOs may not offer any non-SaveAndEarn income opportunity, products or services at any SaveAndEarn-related meeting, seminar or convention, or immediately following such event.

3.7.2 - Sales Reports

Sales Reports are available for LO access and viewing at the Company's official SaveAndEarn website. LO access to their Reports is password protected. All Reports and the information contained therein are confidential and constitute proprietary information and business trade secrets belonging to the Company. Sales reports are provided to LOs in strictest confidence and are made available to SaveAndEarn LOs who maintain their Monthly Maintenance and for the sole purpose of assisting LOs in working with their respective sales force in the development of their SaveAndEarn business. LOs should use their reports to assist, motivate, and train their LOs. The LO and Company agree that, where it not for this agreement of confidentiality and nondisclosure, the Company would not provide Sales Force reports to the LO. a LO shall not, on his or her own behalf, or on behalf of any other person, partnership, association, corporation or other entity:

3.7.2.1 - Directly or indirectly disclose any information contained in any report to any third party;

3.7.2.2 - Directly or indirectly disclose the password or other access code to his or her report;

3.8.2.3 - Use the information to compete with the Company or for any purpose other than promoting his or her SaveAndEarn business;

3.7.2.4 - Recruit or solicit any LO or Customer of SaveAndEarn listed on any report, or in any manner attempt to influence or induce any LO or Customer of SaveAndEarn, to alter their business relationship with the Company; or

3.7.2.5 - Use or disclose to any person, partnership, association, corporation, or other entity any information contained in any sales force report. Upon demand by the Company, any current or former LO will return the original and all copies of reports to the Company.

3.7.3 - Direct contact with any Company supplier is forbidden. All contacts with suppliers for any reason must be made through and by the Company. a LO shall make no false or misleading statements concerning these relationships and understands that doing so may immediately jeopardize his/her status and relationship with the Company, and is grounds for immediate termination. Any LO who contacts or contracts with any Company service provider and/or partner merchant for the purpose of providing products, programs or services directly to registered members, customers and/or independent contractors of the Company will be terminated from the Company, immediately and forfeit any and all commission income and all rights thereto

3.8 - Enrolling Restrictions:

A partnership, corporation, limited liability company, or similar entity may become a Licensee. While a Licensee may enter the compensation plan in more than one position, no LO may enroll himself/herself, or any immediate family members, nor may any LO enroll another partnership, corporation, limited liability Company, or other entity owned or controlled directly or indirectly by the LO. Married couples are encouraged to operate as a single LO. Both spouses may choose to operate independently. One spouse enrolling the other is prohibited as the practice can unfairly affect commissions to the Licensee's recruiter. If a Licensee chooses to have more than one position, each position will earn commission and bonuses per the terms and conditions of Company's compensation plan. Company will credit purchases, earnings, and commissions to the enroller of each individual position.

3.9 - Errors or Questions

If a Licensee has questions about or believes any errors have been made regarding commissions, bonuses, sales force reports, or charges, the LO must notify SaveAndEarn's LO Support at support@saveandearn.com in writing within sixty (60) days of the date of the purported error or incident in question. The Company will not be responsible for any errors, omissions or problems not reported to the Company within sixty (60) days.

3.10 - Governmental Approval or Endorsement

Neither federal nor state regulatory agencies or officials approve or endorse any direct selling or network marketing companies or programs. Therefore, LOs shall not represent or imply that SaveAndEarn's Compensation Plan, or its products have been "approved," “endorsed" or otherwise sanctioned by any government agency.

3.11 - Identification

All LOs are required to provide their Social Security Number or a Federal Employer Identification Number to the Company on the LO Application and Agreement. Upon enrollment, the Company will provide a unique LO Identification Number to the LO by which he or she will be identified. This number will be used to place orders, and track commissions and bonuses.

3.12 - Income Taxes

Each LO is responsible for paying local, state, and federal taxes on any income generated as an Independent LO. If a SaveAndEarn business is tax exempt, the Federal tax identification number must be provided to the Company. Every year, the Company will provide an IRS Form 1099 MISC (Non-employee Compensation) earnings statement to each U.S. resident who had earnings of over $600 in the previous calendar year.

3.13 - Independent Contractor Status

LOs are independent contractors, and are not purchasers of a franchise or an income opportunity. The agreement between the Company and its LOs does not create an employer/employee relationship, agency, partnership, or joint venture between the Company and the LO. LOs shall not be treated as an employee for his or her services or for Federal or State tax purposes. All LOs are responsible for paying local, state, and federal taxes due from all compensation earned as a Licensee of the Company. The LO has no authority (expressed or implied), to bind the Company to any obligation. Each LO shall establish his or her own goals, hours, and methods of sale, so long as he or she complies with the terms of the LO Agreement, these Policies and Procedures, and applicable laws. The name SaveAndEarn and other names as may be adopted by the Company are proprietary trade names, trademarks and service marks of the Company. As such, these marks are of great value to the Company and are supplied to LOs for their use only in an expressly authorized manner. Use of Company name on any item not produced by the Company is prohibited except as follows:

LOs may list themselves as a “SaveAndEarn Licensed Owner” in the white or yellow pages of the telephone directory under their own name. No LO may place telephone directory display ads using the Company's name or logo. LOs may not answer the telephone by saying “SaveAndEarn”, or “Pinnacle”, or “KlikFire” or in any other manner that would lead the caller to believe that he or she has reached corporate offices of the Company. No LO may use SaveAndEarn or any of the Company's registered trademarks or logos in their personal e-mail addresses or web addresses.

3.14 - Insurance

You may wish to arrange insurance coverage for your business, as the Company does not provide property or liability insurance coverage for LOs. Your current homeowner's insurance policy may not cover business-related injuries or the theft of or damage to inventory or business equipment. Contact your insurance agent to make certain that your business property is protected. This can often be accomplished with a simple “Business Pursuit” endorsement attached to your present homeowner's policy.

3.15 - International Marketing

Because of critical legal and tax considerations, the Company must limit the resale of Company products and services, and the presentation of the SaveAndEarn business to prospective customers and LOs located within the United States and U.S. Territories and those countries that Company has officially announced are open for business.

3.16 - Adherence to Laws and Ordinances

3.16.1 - Local Ordinances

Many cities and counties have laws regulating certain home-based businesses. In most cases these ordinances are not applicable to LOs because of the nature of their business. However, LOs must obey those laws that do apply to them. If a city or county official tells a Licensee that an ordinance applies to him or her, the LO shall send a copy of the ordinance to the Compliance Department of SaveAndEarn. In most cases there are exceptions to the ordinance that may apply to Company LOs.

3.16.2 - Compliance with Federal, State, Local Laws

LOs shall comply with all federal, state, and local laws and regulations in the conduct of their businesses.

3.17 - Minors

A person who is recognized as a minor in his/her state of residence may not be a Company LO. LOs shall not enroll or recruit minors into the SaveAndEarn program.

3.18.1 - Actions of Household Members or Affiliated Individuals

If any member of a Licensee's immediate household engages in any activity, which, if performed by the LO, would violate any provision of the Agreement, such activity will be deemed a violation by the LO and the Company may take disciplinary action pursuant to the statement of policies in the Policies and Procedures against the LO. Similarly, if any individual associated in any way with a corporation, partnership, trust or other entity (collectively “affiliated individual”) violates the Agreement, such action(s) will be deemed a violation by the entity, and the Company may take disciplinary action against the entity.

3.19 - Sale , Transfer or Assignment of SaveAndEarn Business

Although a SaveAndEarn business is a privately owned, independently operated business, the sale, transfer or assignment of a SaveAndEarn business is subject to certain limitations. If a Licensee wishes to sell his or her SaveAndEarn business, the following criteria must be met:

3.19.1 - Protection of the existing line of sponsorship must always be maintained so that the SaveAndEarn business continues to be operated in that line of sponsorship.

3.19.2 - The buyer or transferee must be (or must become) a qualified Company LO. If the buyer is an active Company LO, he or she must first terminate his or her SaveAndEarn business simultaneously with the purchase, transfer, assignment or acquisition of any interest in the new SaveAndEarn business.

3.19.3 - Before the sale, transfer or assignment can be finalized and approved by the Company, any debt obligations the selling LO has with the Company must be satisfied.

3.19.4 - The selling LO must be in good standing and not in violation of any of the terms of the Agreement in order to be eligible to sell, transfer or assign a SaveAndEarn business. Prior to selling a SaveAndEarn business, the selling LO must notify the Company's Legal Department, in writing, of his or her intent to sell the SaveAndEarn business. No changes in line of sponsorship can result from the sale or transfer of a SaveAndEarn business.

3.20 - Separation of a SaveAndEarn Business

Company LOs sometimes operate their SaveAndEarn businesses as husband-wife partnerships, partnerships, LLCs, LLPs, corporations, or trusts. At such time as a marriage may end in divorce or a corporation, partnership or trust (the latter three entities are collectively referred to herein as “entities”) may dissolve, arrangements must be made to assure that any separation or division of the SaveAndEarn business is accomplished so as not to adversely affect the interests and income of other SaveAndEarn businesses up or down the line of sponsorship. If the separating parties fail to provide for the best interests of other LOs and the Company, the Company will involuntarily terminate the Licensee's Agreement. During the pendency of a divorce or entity dissolution, the parties must adopt one of the following methods of operation:

3.20.1 - One of the parties may, with consent of the other(s), operate the SaveAndEarn business pursuant to an assignment in writing whereby the relinquishing spouse, shareholders, partners or trustees authorize the Company to deal directly and solely with the other spouse or non-relinquishing shareholder, partner or trustee.

3.20.2 - The parties may continue to operate the SaveAndEarn business jointly on a “business-as-usual” basis, whereupon all compensation paid by the Company will be paid according to the status quo as it existed prior to the Company's receipt of notice of the divorce or dissolution proceeding. This is the default procedure. Under no circumstances will the sales force of divorcing spouses or a dissolving business entity be divided. Similarly, under no circumstances will the Company split commission and bonus checks between divorcing spouses or members of dissolving entities. The Company will recognize only one sales force and will issue only one commission check per SaveAndEarn business per commission cycle. Commission checks shall always be issued to the same individual or entity. In the event that parties to a divorce or dissolution proceeding are unable to resolve a dispute over the disposition of commissions and ownership of the SaveAndEarn business, the LO Agreement shall be involuntarily canceled. If a former spouse has completely relinquished all rights in their original SaveAndEarn business, they are thereafter free to enroll under any recruiter of their choosing. In such case, however, the former spouse or partner shall have no rights to any LOs in their former sales force or to any former retail customer. They must develop their new SaveAndEarn business in the same manner, as would any other new LO

3.21 – Succession

Upon the death or incapacitation of a Licensee, his or her SaveAndEarn business may be passed to his or her heirs. Appropriate legal documentation must be submitted to the Company to ensure the transfer is proper. Accordingly, a Licensee should consult an attorney to assist him or her in the preparation of a will or other testamentary instrument. Whenever a SaveAndEarn business is transferred by a will or other testamentary process, the beneficiary acquires the right to collect all bonuses and commissions of the deceased Licensee's sales force provided the following qualifications are met. The successor(s) must:

3.21.1 - Execute a Licensee Agreement;

3.21.2 - Comply with terms and provisions of the Agreement; and

3.21.3 - Meet all of the qualifications for the deceased Licensee's status.

3.21.4 - Bonus and commission checks of a SaveAndEarn business transferred pursuant to this section will be paid in a single check jointly to the devisees. The devisees must provide the Company with an “address of record” to which all bonus and commission checks will be sent;

3.21.5 - If the SaveAndEarn business is bequeathed to joint devisees, they must form a business entity and acquire a federal taxpayer identification number. The Company will issue all bonus and commission checks and one 1099 to the business entity.

3.22 - Transfer Upon Death of a Licensee

To effect a testamentary transfer of a SaveAndEarn business, the successor must provide the following to the Company: (1) an original death certificate; (2) a notarized copy of the will or other instrument establishing the successor's right to the SaveAndEarn business; and (3) a completed and executed LO Agreement.

3.23 - Transfer Upon Incapacitation of a Licensee

To effect a transfer of a SaveAndEarn business because of incapacity, the successor must provide the following to the Company: (1) a notarized copy of an appointment as trustee; (2) a notarized copy of the trust document or other documentation establishing the trustee's right to administer the SaveAndEarn business; and (3) a completed LO Agreement executed by the trustee.

3.24 - Telephone Solicitation and Cold Calling

LOs agree that they shall comply with all rules, regulations and policies of the Federal Communications Commission (FCC) when telephoning individuals and businesses in their marketing efforts to build their SaveAndEarn business, either by enrolling new customers or LOs or selling services offered on the SHOP4ZERO shopping mall. In addition, if LOs use automatic telephone dialing systems relative to the operation of their SaveAndEarn businesses, they MUST also adhere to the rules, regulations and policies of the FCC. Failure to comply is grounds for termination.

Section 4 - Responsibilities of Distributors

4.1 - Change of Address or Telephone

To ensure timely delivery of products, support materials, and commission checks, it is critically important that the Company's files are current. LOs planning to move should update their Contact Info on the SaveAndEarn website. Failure to update a change of address could cause a commission check(s) to be lost in the mail. In the event a check is lost, there is a 10-business day waiting period before the Company can place a stop payment on the check. A stop payment fee of $30 will be charged the LO to have it re-issued. The Company is not responsible for any bank fees that the LO may be charged from their bank if the LO attempts to cash or deposit the original commission check(s).

4.2 - Continuing Development Obligations

4.2.1 - Ongoing Training

Any LO who recruits another LO into the Company must perform bona fide assistance and training function to ensure that his or her LO sales team member is properly operating his or her SaveAndEarn business. a LO is responsible for their own business building and is responsible to provide support to Fundraisers unless otherwise informed in writing to the company. If recruiting other LOs you are responsible to train new LOs in Company product knowledge, effective sales techniques, the Company Compensation Plan, and compliance with Company Policies and Procedures. Most LO training will be available online. LOs must monitor the LOs in their sales force to ensure that their LOs do not make improper product or business claims, or engage in any illegal or inappropriate conduct.

4.2.2 - Ongoing Sales Responsibilities

Regardless of their level of achievement, LOs have an ongoing obligation to continue to personally promote sales through the generation of new customers and through servicing their existing customers.

4.3 - Non-disparagement

The Company wants to provide its LOs with the best products, compensation plan, and services in the industry. Accordingly, we value your constructive criticisms and comments. All such comments should be submitted in writing and addressed to the Company's Manager of the Network Marketing Business Development. E-mails may be addressed to support@saveandearn.com. LOs must not disparage, demean, or make negative remarks about the Company, other Company LOs, Company's products, the Compensation Plan, or Company's directors, officers, or employees. In the event LOs have contact with anyone at the Company for any reason, the Company expects full cooperation, and LOs are not to use vulgar language, threaten or demean in any way the Company LO calling. Doing so will be grounds for immediate termination.

4.4 - Reporting Policy Violations

LOs observing a Policy violation by another LO should submit a written report of the violation directly to the attention of the Company's Legal Department. Details of the incidents such as dates, number of occurrences, persons involved, and any supporting documentation should be included in the report.

Section 5 - Sales Requirements

5.1 - No Exclusive Territories

There are no exclusive territories granted to anyone. No franchise fees are required.

Section 6 - Commissions

6.1 - Commission Qualifications

The Company pays a monthly commission on the billing of a Licensee's personal service customers for as long as those services remain in force through the Company and the LO remains in good standing, and other commissions in accordance with the Company's current compensation plan. Commissions are based on the sale of products and services to subscribers. The link provided to the SaveAndEarn Compensation Plan is the only compensation plan that the Company recognizes. SaveAndEarn is solely responsible for paying all monies referred to in the compensation plan. a LO must be active, qualified, and in compliance with the Agreement to qualify for bonuses and commissions. So long as a Licensee complies with the terms of the Agreement, the Company shall pay commissions to such LO in accordance with the Compensation Plan.

The minimum amount for which the Company will issue a check is $15.00. If a Licensee’s commissions do not equal or exceed $15.00 the Company will accrue the commissions and bonuses until they total $15.00. A check will be issued once $15.00 has been accrued. I understand that I must maintain the LO Monthly Maintenance. The Monthly Maintenance remains in force and is paid monthly either by credit or checking account draft. I understand that cancellation of the Monthly Maintenance constitutes forfeiture of my LO status with the Company. Commissions will be paid on or around the 15th of every month. When the 15th falls on a Saturday, Sunday, or holiday, commission payments will be processed on the first business day following the 15th. Cash Back payments will be issued with in seven (7) business days after being processed.

6.2 - Adjustment to Commissions

6.2.1 – Purchase of SaveAndEarn Merchandise

If a Licensee places an order for Company merchandise, and the credit card used to pay for the merchandise is rejected, the Company will make one attempt either by telephone or email to obtain good payment information. If the Company is unable to obtain good payment information, 100% of the cost of the order plus shipping and handling will be withheld from the next commission check earned by the LO. If the amount of the commission check is not enough to cover the entire order, the Company will continue to withhold from subsequent commission checks until the amount owed is paid in full.

6.2.2 – Other Deductions

If the LO has signed up for any of the Company's services, and fails to pay their monthly Company invoice by the due date set out on the invoice, the Company reserves the right to take all or whatever portion of their commission check and/or all or whatever portion of any refund due is necessary in order to pay that invoice even if the entire commission check does not fully cover the invoiced amount.

6.3 - Unclaimed Commissions and Credits

LOs must deposit or cash commission and bonus checks within six months from their date of issuance. A check that remains un-cashed after six months will be void.

6.4 – Reassignment of Sales Force of terminated LO

If a Licensee's SaveAndEarn business is cancelled for any reason, the commissions generated by the non-qualifying LO and his/her customers will default to the first qualified LO above.

6.5 - Reports

All information provided by the Company in online sales force reports, including but not limited to personal and group sales volume (or any part thereof), and sales force enrollment activity is believed to be accurate and reliable. Nevertheless, due to various factors including the inherent possibility of human and mechanical error; the accuracy, completeness, and timeliness of orders; denial of credit card and electronic check payments; cancelled services; credit card and electronic check charge-backs; the information is not guaranteed by the Company or any persons creating or transmitting the information. ALL PERSONAL AND GROUP SALES VOLUME INFORMATION IS PROVIDED "AS IS" WITHOUT WARRANTIES, EXPRESS OR IMPLIED, OR REPRESENTATIONS OF ANY KIND WHATSOEVER. IN PARTICULAR BUT WITHOUT LIMITATION THERE SHALL BE NO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SAVEANDEARN AND/OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION WILL IN NO EVENT BE LIABLE TO ANY DISTRIBUTOR OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES THAT ARISE OUT OF THE USE OF OR ACCESS TO PERSONAL AND GROUP SALES VOLUME INFORMATION (INCLUDING BUT NOT LIMITED TO LOST PROFITS, BONUSES, OR COMMISSIONS, LOSS OF OPPORTUNITY, AND DAMAGES THAT MAY RESULT FROM INACCURACY, INCOMPLETENESS, INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE INFORMATION), EVEN IF SAVEANDEARN OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, GATENET OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU OR ANYONE ELSE UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHER THEORY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO.

Access to and use of the Company’s online reporting services and your reliance upon such information are at your own risk. All such information is provided to you "as is". If you are dissatisfied with the accuracy or quality of the information, your sole and exclusive remedy is to discontinue use of and access to the Company’s online reporting services and your reliance upon the information.

Section 7 - Dispute Resolution and Disciplinary Proceedings

7.1 - Disciplinary Sanctions

Violation of the Agreement, these Policies and Procedures, or any illegal, fraudulent, deceptive or unethical business conduct by a Licensee may result, at the Company's discretion, in one or more of the following corrective measures:

7.1.1 - Issuance of a written warning or admonition;

7.1.2 - Require the LO to take immediate corrective measures;

7.1.3 - Imposition of a fine, which may be withheld from bonus and commission checks;

7.1.4 - Loss of rights to one or more bonus and commission checks;

7.1.5 - The Company may withhold from a Licensee all or part of the Licensee's bonuses and commissions during the period that the Company is investigating any conduct allegedly violative of the Agreement. If a Licensee's SaveAndEarn business is canceled for disciplinary reasons, the LO will not be entitled to recover any commissions withheld during the investigation period.

7.1.6 - Suspension of the individual's LO Agreement for one or more pay periods.

7.1.7 - Involuntary termination of the offender's LO Agreement;

7.1.8 - Any other measure expressly allowed within any provision of the Agreement or which the Company deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the Licensee's policy violation or contractual breach.

7.1.9 - In situations deemed appropriate by the Company, the Company may institute legal proceedings for monetary and/or equitable relief.

7.2 - Grievances and Complaints

When a Licensee has a grievance or complaint with another LO regarding any practice or conduct in relationship to their respective SaveAndEarn businesses, the complaining LO should first report the problem to his or her enrolling LO who should review the matter and try to resolve it with the other party's enlisting LO. If the matter cannot be resolved, it must be reported in writing to the Legal Department at the Company. The Legal Department will review the facts and attempt to resolve it.

Section 8 - Payment and Shipping

8.1 - Returned Checks

All checks returned by a Licensee's bank for insufficient funds will be re-submitted for payment. A $30.00 returned check fee will be charged to the account of the LO. After receiving a returned check from a customer or a Licensee, Any outstanding balance owed to the Company by a Licensee for NSF checks and returned check fees will be withheld from subsequent bonus and commission checks. a LO fee that is paid by check that subsequently is insufficient will cause the LO to be suspended immediately. If after a two-week period the insufficient check amount and the returned check fee set out above are not cured, the LO will be terminated.

8.2 - Restrictions on Third Party Use of Credit Cards and Checking Account Access

LOs shall not permit other LOs or customers to use his or her credit card, or permit debits to their checking accounts, to enroll or to make purchases from the Company.

8.3 – Chargebacks on Credit Card Transactions

If a Licensee pays his LO fee with a credit card and subsequently charges back that amount, the LO is no longer in good standing, and the Company will automatically terminate the LO Agreement. There will be a $30.00 assessed for any chargeback.

8.4 – Check and EFT Processing Fee

A fee of $3 per check or Electronic Funds Transfer (“EFT”) will be deducted from a LOs commission checks for each commission check.

Section 9 - Inactivity and Cancellation

9.1 - Effect of Cancellation

So long as a Licensee remains active and complies with the terms of the LO Agreement and these Policies and Procedures, the Company shall pay commissions to such LO in accordance with the Compensation Plan. An Licensee's bonuses and commissions constitute the entire consideration for the Licensee's efforts in generating sales and all activities related to generating sales (including building a sales force). Following a Licensee's non-renewal of his or her LO Agreement, cancellation for inactivity, or voluntary or involuntary cancellation of his or her LO Agreement (all of these methods are collectively referred to as “cancellation”), the former LO shall have no right, title, claim or interest to the sales force which he or she operated, or any commission or bonus from the sales generated by the sales force other than that of a Member. a LO whose SaveAndEarn business is cancelled will permanently lose all rights as a Licensee. This includes the right to sell Company products and services and the right to receive future commissions, bonuses, or other income resulting from the sales and other activities of the Licensee's former sales force. In the event of cancellation, LOs agree to waive all rights they may have, including but not limited to property rights, to their former sales force and to any bonuses, commissions or other remuneration derived from the sales and other activities of his or her former sales force. Following a Licensee's cancellation of his or her LO Agreement, the former LO shall not hold himself or herself out as a SaveAndEarn LO and shall not have the right to sell Company products or services. a LO whose LO Agreement is cancelled shall receive commissions and bonuses only for the last full pay period he or she was active prior to cancellation (less any amounts withheld during an investigation preceding an involuntary cancellation).

9.2 - Involuntary Cancellation

An Licensee's violation of any of the terms of the Agreement, including any amendments that may be made by the Company in its sole discretion, may result in any of the sanctions listed in Section 8.1, including the involuntary cancellation of his or her LO Agreement. Cancellation shall be effective on the date on which written notice is mailed, faxed, or delivered to an express courier, to the Licensee's last known address (or fax number), or to his/her attorney, or when the LO receives actual notice of cancellation, whichever occurs first.

9.3 - Voluntary Cancellation

A participant in this traditional marketing plan has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the Company at its principal business address. The written notice must include the Licensee's signature, printed name, address, and LO I.D. Number.  You will not be entitled to a refund of all or part of amounts already paid by you; all charges are non-refundable.

9.4 - Non-renewal

a LO may also voluntarily cancel his or her LO Agreement by failing to renew the Agreement on its anniversary date. The Company may also elect not to renew a Licensee's Agreement upon its anniversary date.

9.5 - Montana Residents

A Montana resident may cancel his or her LO Agreement within 15 days from the date of enrollment, and may return his or her starter kit for a full refund within such time period.

Section 10 – Definitions

Active Customer or Shopper

A customer (shopper) who registers with the Company and has made a purchase of goods or services by going through the saveandearn.com shopping gateway.

Active LO

A Licensed Owner who is in good standing.

Agreement

The contract between the Company and each LO includes the LO Application and Agreement, the SaveAndEarn Policies and Procedures, the SaveAndEarn Compensation Plan, and the Business Entity Form (where appropriate), all in their current form and as amended by the Company in its sole discretion. These documents are collectively referred to as the “Agreement.”

Cancel

The termination of a Licensee's SaveAndEarn business. Cancellation may be either voluntary, involuntary, or through non-renewal.

Commissionable Products/Services
All Company products and services on which commissions and bonuses are paid. Sales aids are not commissionable products.

Company

The term “Company” as it is used throughout the Agreement means SaveAndEarn

Sales Force Report

A monthly report generated by the Company that provides critical data relating to the identities of LOs, sales information, and enrollment activity of each Licensee's sales force. This report contains confidential and trade secret information, which is proprietary to the Company.

Line

Each one of the individuals enrolled immediately underneath a Licensee and their respective marketing sales force represents one “line” in your LO sales force.

Incapacitation

A person who is impaired by reason of mental illness, mental deficiency, physical illness or disability, advanced age, or drug or alcohol addition, to the extent of lacking sufficient understanding or capacity to make or communicate responsible decisions concerning his or her affairs; a person who is without legal power or ability to act; the existence of an impediment preventing action.

Immediate Household

Heads of household and dependent family members residing in the same house

LO

Licensed Owner

Company Literature

All material published by SHOP4ZERO or SaveAndEarn including, but not limited to, the Company website.

Sales Force

The LOs enlisted or enrolled below a particular LO.

Official Company Material

Literature, audio or videotapes, and other materials developed, printed, published and distributed by Company to LOs.

Shopper or Customer

An individual who purchases products from a Company vendor or merchant.

Enroller

a LO who enrolls another LO into the Company, and is listed as the recruiter on the LO Application and Agreement.

Suspended LO

A LO who, for reasons determined by the Company, are not eligible for commissions, nor can they sell the Company's products for a pre-determined amount of time.

Terminated LO

A LO who can no longer receive commissions or sell the Company's products. Termination is either voluntary or involuntary.

Above LO

The LO or LOs above a particular LO in a line.

501(c)(3) Exemption

To be tax-exempt as an organization described in IRC Section 501(c)(3) of the Code, an organization must be organized and operated exclusively for one or more of the purposes set forth in IRC Section 501(c)(3) and none of the earnings of the organization may inure to any private shareholder or individual. In addition, it may not attempt to influence legislation as a substantial part of its activities and it may not participate at all in campaign activity for or against political candidates.

The organizations described in IRC Section 501(c)(3) are commonly referred to under the general heading of "charitable organizations." Organizations described in IRC Section 501(c)(3), other than testing for public safety organizations, are eligible to receive tax-deductible contributions in accordance with IRC Section 170.

The exempt purposes set forth in IRC Section 501(c)(3) are charitable, religious, educational, scientific, literary, testing for public safety, fostering national or international amateur sports competition, and the prevention of cruelty to children or animals. The term charitable is used in its generally accepted legal sense and includes relief of the poor, the distressed, or the underprivileged; advancement of religion; advancement of education or science; erection or maintenance of public buildings, monuments, or works; lessening the burdens of government; lessening of neighborhood tensions; elimination of prejudice and discrimination; defense of human and civil rights secured by law; and combating community deterioration and juvenile delinquency.

To be organized exclusively for a charitable purpose, the organization must be a corporation, community chest, fund, or foundation. A charitable trust is a fund or foundation and will qualify. However, an individual or a partnership will not qualify. The articles of organization must limit the organization's purposes to one or more of the exempt purposes set forth in IRC Section 501(c)(3) and must not expressly empower it to engage, other than as an insubstantial part of its activities, in activities that are not in furtherance of one or more of those purposes. This requirement may be met if the purposes stated in the articles of organization are limited in some way by reference to IRC Section 501(c)(3). In addition, assets of an organization must be permanently dedicated to an exempt purpose. This means that should an organization dissolve, its assets must be distributed for an exempt purpose described in this chapter, or to the federal government or to a state or local government for a public purpose. To establish that an organization's assets will be permanently dedicated to an exempt purpose, the articles of organization should contain a provision insuring their distribution for an exempt purpose in the event of dissolution. Although reliance may be placed upon state law to establish permanent dedication of assets for exempt purposes, an organization's application can be processed by the IRS more rapidly if its articles of organization include a provision insuring permanent dedication of assets for exempt purposes.

An organization will be regarded as "operated exclusively" for one or more exempt purposes only if it engages primarily in activities which accomplish one or more of the exempt purposes specified in IRC Section 501(c)(3). An organization will not be so regarded if more than an insubstantial part of its activities is not in furtherance of an exempt purpose.

The organization must not be organized or operated for the benefit of private interests, such as the creator or the creator's family, shareholders of the organization, other designated individuals, or persons controlled directly or indirectly by such private interests. No part of the net earnings of an IRC Section 501(c)(3) organization may inure to the benefit of any private shareholder or individual. A private shareholder or individual is a person having a personal and private interest in the activities of the organization. If the organization engages in an excess benefit transaction with a person having substantial influence over the organization, an excise tax may be imposed on the person and any managers agreeing to the transaction.

501(c)(8) Exemption

To be tax-exempt as an organization described in IRC Section 501(c)(8) of the Code, an organization must be organized and operated exclusively for one or more of the purposes set forth in IRC Section 501(c)(8) and none of the earnings of the organization may inure to any private shareholder or individual.

Organizations described in IRC Section 501(c)(8) may receive membership dues or donations, however these proceeds are not tax-deductible.

The exempt purposes set forth in IRC Section 501(c)(8) are fraternal beneficiary societies, orders, or associations operating under the lodge system or for the exclusive benefit of the members of a fraternity itself operating under the lodge system, and providing for the payment of life, sick, accident, or other benefits to the members of such society, order, or association or their dependents.

In addition, assets of an organization must be permanently dedicated to an exempt purpose. This means that should an organization dissolve, its assets must be distributed for an exempt purpose described in this chapter, or to the federal government or to a state or local government for a public purpose. To establish that an organization's assets will be permanently dedicated to an exempt purpose, the articles of organization should contain a provision insuring their distribution for an exempt purpose in the event of dissolution. Although reliance may be placed upon state law to establish permanent dedication of assets for exempt purposes, an organization's application can be processed by the IRS more rapidly if its articles of organization include a provision insuring permanent dedication of assets for exempt purposes. For examples of provisions that meet these requirements, download Publication 557, Tax-Exempt Status for Your Organization.

An organization will be regarded as "operated exclusively" for one or more exempt purposes only if it engages primarily in activities which accomplish one or more of the exempt purposes specified in IRC Section 501(c)(8). An organization will not be so regarded if more than an insubstantial part of its activities is not in furtherance of an exempt purpose.

The organization must not be organized or operated for the benefit of private interests, such as the creator or the creator's family, shareholders of the organization, other designated individuals, or persons controlled directly or indirectly by such private interests. No part of the net earnings of an IRC Section 501(c)(8) organization may inure to the benefit of any private shareholder or individual. A private shareholder or individual is a person having a personal and private interest in the activities of the organization. If the organization engages in an excess benefit transaction with a person having substantial influence over the organization, an excise tax may be imposed on the person and any managers agreeing to the transaction.