DHS Club Affinity Group Terms of Agreement

ACCEPTANCE OF APPLICATION TO PARTICIPATE IN THE DHS CLUB'S AFFINITY GROUP PROGRAM - This application is effective, if properly completed and submitted by the applicant(s), on the date and time received and approved by The Discount Home Shopper's Club, Inc (hereafter listed in these terms of agreement as "The DHS Club") in their home office. There is no Application Fee. The Affinity Group Application MUST be submitted by an authorized representative or officer of the Non-Profit Organization. Additional documentation may be requested in the future to support the applicants not for profit status.

AFFINITY GROUP MEMBERSHIP POLICY - As an Affinity Group Member, there are no startup or application fees. Upon acceptance of the application, the Affinity Group is assigned an ID number for Login purposes and a Membership number for shopping and referral purposes. An Affinity Group may refer and enroll Shopper and Associate Members to earn credits for any purchases they may make at the ClubShop Mall.

COMPENSATION - Upon approval of this Application, the applicant will become an Affinity Group Member with the DHS Club. When a purchase is made at the online ClubShop Mall or by utilizing a ClubShop Rewards card by a Member referred by your Affinity Group, the Member will receive the Reward Points and the Affinity Group will receive a Charitable Donation credit. Credits are accumulated month to month and are shown and tracked in a report at the Affinity Group's Control Center. The DHS Club waits 30 days before making the contribution, in order to deduct for any returns made by purchasers. Any returns made after the 30 day waiting period, in which a contribution had been previously made, will be shown on the Affinity Group's report and deducted from the next contribution.

Affinity Group Responsibilities: The Affinity Group agrees that they will not make any statements, disclosures or representations in distributing The DHS Club's ClubBucks Rewards Card, other than those contained in approved company web pages, literature and sales aids. Any activities, whether lawful or unlawful, which are harmful to the DHS Club's operations, reputation, or other clients, especially activities which may restrict or inhibit others from using and enjoying the services which the DHS Club provides, are strictly prohibited. The Affinity Group understands that they cannot, under any circumstances, incur any debt, expense or obligation on behalf of, or for, The DHS Club. The Affinity Group further understands that they will not, for any reason whatsoever, act as a spokesperson for The DHS Club in any manner to any media or publication without prior written authorization from DHS Club HQ.

BULK EMAIL – The Affinity Group agrees not to utilize unsolicited bulk email (SPAM) or unsolicited bulk email services in promoting the DHS Club or the ClubShop Mall. Doing so will result in the immediate suspension or termination of the Affinity Group account with a cancellation of any pending contributions. The Affinity Group further understands that by utilizing unsolicited bulk email, they may be subject to legal action and be held liable for any financial loss incurred by the DHS Club. Any service interruptions to the DHS Club as a result of any Members utilizing unsolicited bulk email will billed to the offending Member(s) at 250 U.S. dollars per hour until service is restored. This restriction does not apply to Affinity Groups that send email to an opted in list of interested parties, supporters or members.

INDEPENDENT CONTRACTOR – We understand and agree that we are an independent contractor, responsible for our own business activities and that there is nothing in this agreement, which construes, implies or creates an employee, consignee, trustee, partnership, joint venture or similar enterprise. We further agree that we are not an agent, employee, or franchisee of The DHS Club, nor will we represent ourselves as such. We understand that there are no exclusive territories granted to anyone, no franchise fees have been paid, nor is the Affinity Group acquiring any interest in a security by the acceptance of this application and agreement. We further understand and agree that we will not be treated as an employee, partner or joint venture associate with respect to withholding services for federal, state or local tax or license purposes of any kind. Nor will the Affinity Group be treated as an employee, partner or joint venture associate for purposes of the Federal Unemployment Tax Act, the Federal Insurance Contribution Act, the Social Security Act, any State Unemployment Act, or State Employment Security Act. We agree to pay all applicable federal and state self-employment or business taxes, sales taxes, local taxes and/or licensing fees that may become due as a result of the our activities under this agreement.

USAGE OF MATERIALS – The Affinity Group understands and agrees that any web pages, ads, e-mail solicitations, marketing and/or sales aids, letters, or materials that include or reference The DHS Club or any The DHS Club trade names, email addresses, web pages or trade marks must be approved by The DHS Club prior to their use. Only web pages, ads, literature and sales aids expressly authorized for duplication may be duplicated for use by the Affinity Group or their Members. The unauthorized use or duplication of trade marks or copyrighted material is a violation of federal law.

INDEMNITY – The Affinity Group hereby agrees to indemnify and hold harmless The DHS Club, its officers, affiliates or representatives of and from any claim, demand, liability or expense including reasonable attorney's fees incurred thereby as a result of or in connection with the acts or omissions of other Members.

LAWS – The Affinity Group certifies that they are a legal, registered non-profit or not-for-profit organization in the state or province and country, for the address provided on the application. The Affinity Group understands that no attorney general or other regulatory authority reviews, endorses, or approves any product, membership, compensation program, or company and the applicant will make no claims otherwise. In the event a question shall arise concerning compliance by The DHS Club, such questions shall be submitted to The DHS Club in writing. Should any provision of this Agreement violate any applicable state, province or federal law, or should any required provision be omitted here from, such provision shall be automatically amended or added to conform to the requirements of the applicable laws of the state or province or country of the Affinity Group.

SEVERALIBILTY - Should any part of this Agreement for any reason be declared invalid, such decision shall not affect the validity of any remaining portion, which shall remain in full force and effect. Furthermore, in lieu of such invalid or unenforceable provision there shall be added in its place a provision as similar in its terms to the invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

CLAIMS AND DISPUTES - This agreement is governed by the laws of the State of Florida and all claims and disputes relating to this Agreement, the right and obligation of the parties or any other claims or causes of actions relating to the performance of either party under this Agreement and/or purchases of subscriptions, products and services shall be settled totally and finally by arbitration in Charlotte County, Florida in accordance with the Federal Arbitration Act and the Commercial Rules of the American Arbitration Association. This agreement shall be binding upon the successors and assigns of both parties.

CHANGE IN POLICIES - In order to maintain a viable marketing program to comply with federal, state or local laws or economic conditions, The DHS Club may provide changes in policies, procedures, rules, regulations, company literature, sales aids, compensation program and/or subscription and information product prices. Such changes shall upon notice to the member or appearing at the DHS Club Web Site, become a binding part of this agreement.

TERMINATION - The DHS Club may suspend or terminate the Affinity Group or any of its members in the event any term of this agreement is breached. Such termination will cause the Affinity Group to immediately forfeit the resulting or potential contributions derived or to be derived.

It is expressly agreed by the parties that there are no verbal or written representations or agreements relating to becoming a Affinity Group other than those contained in this agreement and that this Application and Agreement, including The DHS Clubs' Policies and Procedures, both incorporated herein by reference, constitute the entire agreement between the parties hereto. The applicant has read this agreement and they acknowledge keeping a copy of all documents referred to, and agree to abide by and be bound by the terms contained therein.

updated 6/15/06