Effective December 20, 2023. Last Updated: July 17, 2026

SECTION 1.0 – INTRODUCTION

1.1 Mutual Commitment Statement

1.2 Policies, Disclosure, Principles and Program Incorporated Into The Affiliate Agreement

1.3 Purpose of Policies

1.4 Changes, Amendments, or Modifications

1.5 Delays

1.6 Effective Date

SECTION 2.0 –BASIC PRINCIPLES

2.1 Becoming AN Affiliate

2.2 New Affiliate Registration By Internet

2.3 Identification Numbers

2.4 Renewals and Expirations of the Affiliate AGREEMENT

2.5 Business Entities and Change to Affiliate Genealogy

2.6 Independent Contractor Relationship; Indemnification of Actions

2.7 Errors or Questions

2.8 Governmental Approval Or Endorsement

SECTION 3.0 – AFFILIATE RESPONSIBILITIES

3.1 Sales Aids

3.2 Non-Disparagement

3.3 Cross Sponsoring Prohibition

3.4 Adherence to Affiliate & Referral Program

3.5 Adherence to Laws, Regulations and Ordinances

3.6 Compliance with Applicable Income Tax Laws

3.7 Actions of Household Members or Affiliated Parties

3.8 Solicitation for Other Companies; Other Business Restrictions

3.9 Presentation Sales Opportunity

3.10 Manipulation of Affiliate & Referral Program

SECTION 4.0 –PAYMENT OF REWARDS

4.1 Reward Qualifications

4.2 Computation of rewards and Discrepancies

SECTION 5.0 – PRIVACY POLICY

5.1 Introduction

5.2 Expectation of Privacy

5.3 Employee Access to Information

5.4 Restrictions on the Disclosure of Account Information

5.5 Security and Security Breaches

5.6 Privacy and Confidentiality

5.7 Data Management Rule

SECTION 6.0 – PROPRIETARY INFORMATION AND TRADE SECRETS

6.1 Business Reports, Lists, and Proprietary Information

6.2 Obligation of Confidentiality

6.3 Breach and Remedies

SECTION 7.0 – ADVERTISING, PROMOTIONAL MATERIAL, USE OF COMPANY NAMES AND TRADEMARKS

7.1 Use of Company Names and Protected Materials

7.2 Social Networking and Social Media

7.3 Advertising and Promotional Materials

7.4 Testimonial Permission

SECTION 8.0 – CHANGES TO AN AFFILIATE’S BUSINESS

8.1 Modification of the Affiliate Agreement

8.2 Change Sponsor or Placement for Active Affiliates

8.3 Correct Sponsor or Placement Errors

8.4 Unethical Sponsoring

8.5 Resignation or Voluntary Termination

8.6 Involuntary Termination

8.7 CANCELLATION DUE TO INACTIVITY

8.8 Effect of Cancellation

8.9 Succession

8.10 Business Transfers

SECTION 9.0 –LIMITATIONS OF LIABILITY

SECTION 10.0 – DISCIPLINARY SANCTIONS

10.1 Imposition of Disciplinary Action – Purpose

10.2 Consequences and Remedies of Breach

SECTION 11.0 – GRIEVANCES AND DISPUTE RESOLUTION

11.1 Grievances

11.2 Liquidated Damages

11.3 Dispute Resolution

11.4 Governing Law and Jurisdiction

SECTION 12.0 – MISCELLANEOUS

12.1 Severability

12.2 Waiver

12.3 Successors and Claims

POLICIES AND PROCEDURES

1.0 INTRODUCTION

1.1 Mutual Commitment Statement

Good Driver Club is an auto loss sharing program (“Good Driver Club Program” or “GDC Program”) administered by Good Driver Mutuality Inc. (“Company”) to disrupt the insurance market by offering a non-insurance alternative product to end-user customers (“Members”) via independent contractor sales persons, including both Independent Referrers and Independent Affiliates as set forth in the Affiliate & Referral Program. This Statement of Policies and Procedures (hereafter “Policies and Procedures”) governs the relationship between the Company and Independent Affiliates (hereafter “Affiliate” or “Affiliates”).

1. In the spirit of mutual respect and understanding, Company is committed to:

   1. Providing prompt, professional and courteous service and communications to all of its Affiliates and Members;

   2. Providing the highest level of quality services at fair and reasonable prices;

   3. Paying commissions accurately and timely; and

   4. Offering Affiliates an opportunity to grow their independent business with the Company.

2. In return, Company expects that its Affiliates will:

   1. Conduct themselves in a professional, honest, and considerate manner;

   2. Present Company and service in an accurate manner;

   3. Make no misrepresentations when presenting or explaining the Affiliate & Referral Program;

   4. Not make exaggerated or unsubstantiated income claims;

   5. Make reasonable efforts to support the Members that they have enrolled;

   6. Not engage in cross-line recruiting or unethical business practices;

   7. Refrain from acting in any way that may constitute harassment of any kind, such conduct may include, but not be limited to, derogatory or threatening comments, inappropriate sexual behavior including but not limited to unwelcomed sexual advances or requests for sexual favors, displaying visual images of a sexual nature, physical or verbal harassment, threats of violence, or violent behavior. The company will not hesitate to impose disciplinary sanction or terminate the Affiliate Agreement of an Affiliate who is found to have violated this provision.

1.2 Policies & Procedures, Disclosure, Principles, and Affiliate & Referral Program Incorporated into the Affiliate Application & Agreement

Throughout these Policies, when the term “Affiliate Agreement” is used, it collectively refers to the Affiliate Application & Agreement, the Good Driver Club Program Statement of Policies & Procedures, the Good Driver Club Program Disclosure, the Privacy Policy, the Affiliate & Referral Program (only those sections apply to Affiliate), Retention Rate Rules, the Marketing Principles and if applicable, the Business Entity Registration Form.

1.3 Purpose of Policies

1. The company markets products and services through a network of independent contractor Affiliates. These Policies and Procedures, which are incorporated into the Affiliate Application & Agreement, are intended to clearly define the relationship that exists between Affiliates and Company and to explicitly set a standard for acceptable business conduct for both Company and each Affiliate.

2. Affiliates and Company are required to comply with: (i) all of the terms and conditions set forth in the Affiliate Agreement, which Company may amend from time to time in its sole discretion; and (ii) all federal, state and/or local laws governing the Good Driver Club Program, services, and opportunity.

1.4 Changes, Amendments, or Modifications

1. Because federal, state, and local laws, as well as the business environment, periodically change, the Company reserves the right to periodically amend the Affiliate Agreement in its sole discretion. Except for the Dispute Resolution Section herein (Section 11.3) and as otherwise provided herein, amendments to the Affiliate Agreement shall be effective 30 days after notice and publication of the amended provisions. Minor amendments that are neither substantive nor material, any amendments to the Affiliate & Referral Program that are to the benefit of Affiliates (e.g., lowering the eligibility requirements for Affiliate level upgrades and introduction of new Bonus Pool Rewards), as well as amendments that are required by law, shall be effective upon notice. Amendments shall not apply retroactively to conduct that occurred prior to the effective date of the amendment.

2. Notice of amendments shall be emailed to each Affiliate at the Affiliate’s email address on file. In addition, notice of amendments may be posted in each Affiliate’s back office or via the App. If an Affiliate does not agree to any amendment, the Affiliate’s sole recourse is to cancel the Affiliate Agreement. The continuation of an Affiliate’s independent business, the acceptance of any benefits under the Affiliate Agreement, the acceptance of bonuses or commissions, or the continued use of the Affiliate back office constitutes acceptance of all amendments.

3. NOTWITHSTANDING ANYTHING TO THE CONTRARY ABOVE, ANY AMENDMENT BY THE COMPANY TO THE DISPUTE RESOLUTION SECTION HEREIN (SECTION 11.3) SHALL ONLY TAKE EFFECT UPON AN AFFILIATE’S EXPRESS AGREEMENT TO SUCH AMENDMENT. AN AFFILIATE MAY INDICATE THEIR AGREEMENT TO SUCH PROPOSED AMENDMENT BY FOLLOWING THE INSTRUCTIONS ACCOMPANYING NOTICE OF THE PROPOSED AMENDMENT. NOTICE OF AMENDMENTS TO THE DISPUTE RESOLUTION SECTION SHALL BE EMAILED TO EACH AFFILIATE AT THE AFFILIATE’S EMAIL ADDRESS ON FILE. IN ADDITION, NOTICE OF AMENDMENTS TO THE DISPUTE RESOLUTION SECTION MAY BE POSTED IN EACH AFFILIATE’S BACK OFFICE OR VIA THE APP. IF AN AFFILIATE REJECTS AN AMENDMENT OF THE DISPUTE RESOLUTION SECTION WITHIN 30 DAYS OF THE DATE OF THE NOTICE, SUCH REJECTION SHALL BE DEEMED AS AFFILIATE’S VOLUNTARY TERMINATION OF THE AFFILIATE AGREEMENT. COMPANY MAY TERMINATE THE AFFILIATE AGREEMENT OF ANY AFFILIATE WHO DOES NOT AGREE TO A PROPOSED AMENDMENT TO THE DISPUTE RESOLUTION SECTION WITHIN THIRTY (30) DAYS AFTER THE EFFECTIVE DATE OF THE AMENDMENT IN THE EVENT COMPANY FAILS TO TERMINATE THE AFFILIATE AGREEMENT OF SUCH AN AFFILIATE, THE DISPUTE RESOLUTION SECTION AS IT EXISTED PRIOR TO AMENDMENT SHALL REMAIN IN EFFECT WITH RESPECT TO SUCH AFFILIATE.

   ANY AMENDMENT TO THE DISPUTE RESOLUTION SECTION SHALL APPLY TO ALL CLAIMS BROUGHT BY COMPANY OR THE AFFILIATE ON OR AFTER THE EFFECTIVE DATE OF THE AMENDMENT, REGARDLESS OF THE DATE OF OCCURRENCE OR ACCRUAL OF ANY FACTS UNDERLYING SUCH CLAIM.

4. For purposes of this Section and others within these Policies and Procedures, it is imperative for Affiliates to keep all contact information up to date.

1.5 Temporary Incentives and Promotions

1. Company may, from time to time and in its sole discretion, offer temporary bonuses, incentives, promotional programs, or limited-time qualification opportunities (collectively, “Promotions”) to Affiliates. Promotions may include, without limitation, temporary modifications to certain qualification thresholds, additional bonus opportunities, or other incentives designed to encourage sales or business development.

2. Unless expressly stated otherwise by Company in writing, any Promotion:

   1. Is temporary in nature and will apply only during the specific promotional period announced by Company;

   2. Does not amend or permanently modify the Agreement or the Affiliate & Referral Program;

   3. Automatically expires at the end of the stated promotional period, at which time all standard Affiliate & Referral Program qualifications, requirements, and conditions will apply without further notice; and

   4. May be modified, extended, or terminated by the Company at its discretion, unless otherwise required by applicable law.

   5. Participation in any Promotion is subject to compliance with the Agreement.

3. Company will communicate the terms and conditions of any Promotion, including the applicable qualification criteria and promotional period, through official Company communication channels.

4. Promotional programs are discretionary marketing initiatives and shall not be interpreted as amendments to, waivers of, or precedents under the Agreement or the Affiliate & Referral Program.

1.6 Delays

Neither Company nor Affiliate shall be responsible for delays or failures in performance of their obligations when such failure is due to circumstances beyond their reasonable control. This includes, without limitation, strikes, labor difficulties, transportation difficulties, riot, war, fire, weather, pandemic, curtailment of a source of supply, or government decrees or orders.

1.7 Effective Date

These Policies and Procedures shall become effective as of April 14, 2026 (“Effective Date”) and, at such time, shall automatically supersede any prior Policies and Procedures (“Old Policies and Procedures”), and, on that date, the Old Policies and Procedures shall cease to have any force or effect.

2.0 BASIC PRINCIPLES

2.1 Becoming An Affiliate

1. To become an Affiliate, an applicant must comply with the following requirements:

   1. Be of the age of eighteen (18) or older;

   2. Be a Company Referrer who has met the criteria for upgrading to L1 Affiliate as set forth in the Affiliate & Referral Program;

   3. Reside in or have a valid address in the United States or a United States territory;

   4. Have a valid taxpayer identification number (i.e. Social Security Number, Federal Tax ID Number, ITIN, etc.);

   5. Submit a properly completed and signed Affiliate Application & Agreement;

   6. Pay the $9.90 Affiliate enrollment fee; and

   7. Provide an e-mail address that is not already associated with an existing Affiliate or Referrer account.

2. Company reserves the right to reject the Affiliate Application & Agreement of a Referrer at its discretion.

2.2 New Affiliate Registration By Internet

1. A potential new Affiliate may self-enroll via Good Driver Club Program official application (“App”). In such an event, instead of a physically signed Affiliate Application & Agreement, the Company will accept the electronic Affiliate Application & Agreement by way of web-enrollment and one’s “electronic signature.” This electronic signature signifies that the new Affiliate has accepted the terms and conditions of the Affiliate Agreement. Please note that such electronic signature constitutes a legally binding agreement between you and the Company.

2. The Company reserves the right to require signed paperwork for any account, regardless of origin.

3. If requested, the signed Affiliate Application & Agreement must be received by the Company within seven (7) days of enrollment.

4. Signed documents, including, but not limited to, the Affiliate Application & Agreement and the Business Entity Registration form, are legally binding documents which must not be altered, tampered with or changed in any manner after they have been signed. False or misleading information, forged signatures or alterations to any document, including business registration forms, made after a document has been signed may lead to sanctions, up to and including involuntary termination of the Affiliate Agreement.

2.3 Identification Numbers

All Affiliates are required to provide their Social Security Number, Federal Employer Identification Number, or their Government Issued ID Number to the Company either on the Affiliate Application & Agreement or at the Company’s request. Upon enrollment, the Company will provide a unique Affiliate Identification Number to the Affiliate by which they will be identified. This number will be used to place orders, structure organizations, and track rewards.

2.4 Renewals and Expiration of the Affiliate Agreement

1. If the Affiliate Agreement expires other than as a result of an administrative suspension or termination that is eligible for reinstatement under the Affiliate & Referral Program, the Affiliate will lose any and all rights to their downline organization.

2. Any Affiliate whose Affiliate Agreement was terminated as provided in Section 8.6, or whose Agreement has expired is not eligible to re-apply for an Affiliate identity for twelve (12) months following the termination of the Affiliate Agreement.

3. Any Affiliate whose Affiliate Agreement was terminated as provided in Sections 8.5 or 8.7 is not eligible to re-apply for an Affiliate identity for six (6) months following the termination of the Affiliate Agreement.

4. The downline of the expired Affiliate will roll up to the immediate, active upline Sponsor, or as otherwise determined at Company’s sole discretion so as to protect the integrity of the genealogy and to avoid any potential manipulation thereof.

2.5 Business Entities and Changes in Affiliate Genealogy

1. A corporation, partnership, LLC, or trust (collectively referred to as a “Business Entity”) may apply to be an Affiliate by way of the Business Entity Registration Form. This Affiliate business and position will remain temporary until the proper documents are submitted. The Business Entity Registration Form stipulates the specific documents necessary for submission, including but not limited to: Certificate of Incorporation, Articles of Organization, Affiliate Application & Agreement or appropriate Trust documents. The Company must receive these documents within seven (7) days from the date the Affiliate Application & Agreement is signed.

2. Changes to a Business Entity. Each Affiliate must immediately notify the Company of any changes to the type of business entity they utilize in operating their business and the addition or removal of business associates. An Affiliate may change its status under the same sponsor from an individual to a partnership, LLC, corporation or trust, or from one type of entity to another. The Affiliate Application & Agreement must be signed by all of the shareholders, partners, or trustees. Members of the entity are jointly and severally liable for any indebtedness or other obligation to the Company.

3. One Business Per Affiliate. An Affiliate may operate or have an ownership interest, legal or equitable, as an individual, sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one independent Affiliate business. No individual may have, operate or receive compensation from more than one Affiliate business. Individuals of the same family unit may not enter into or have an interest in separate Affiliate businesses. Each family unit is limited to one Affiliate business. A “family unit” is defined as spouses and dependent children living at or doing business at the same address.

2.6Independent Contractor Relationship; Indemnification for Actions

1. Affiliate is an independent contractor and not a purchaser of a franchise or business opportunity. Therefore, each Affiliate’s success depends on their independent efforts.

2. The Affiliate Agreement between Company and its Affiliates does not create an employer/employee relationship, agency, partnership, or joint venture between Company and the Affiliate. Affiliates are solely responsible for paying all expenses they incur, including but not limited to travel, food, lodging, secretarial, office, technology (e.g., cellular telephone and Internet costs), advertising and marketing, long-distance telephone and other business expenses.

3. Affiliate shall not be treated as an employee of Company for any purposes, including, without limitation, for federal or state tax purposes. All Affiliates are responsible for paying local, state, and federal taxes due from all compensation earned as an Affiliate. Any other compensation received by Affiliates from the Company will be governed by applicable U.S. tax laws (or the tax laws of any other applicable jurisdiction). The Affiliate has no express or implied authority to bind Company to any obligation or to make any commitments by or on behalf of Company. Each Affiliate, whether acting as management of a Business Entity or represented as an individual, shall establish their own goals, hours, and methods of operation and sale, so long as they comply with the Affiliate Agreement and applicable federal, state and local laws and regulations.

4. The Affiliate is fully responsible for all of their verbal and written communications made regarding Company products, services, and the Affiliate & Referral Program that are not expressly contained within official Company materials. Affiliates shall indemnify and hold harmless Company, its directors, officers, employees, product suppliers and Affiliates from any and against all liability including judgments, civil penalties, refunds, attorney fees and court costs incurred by Company as a result of the Affiliate’s unauthorized representations or actions. This Provision shall survive the termination of the Affiliate Agreement.

5. Affiliates may not answer the telephone by saying “Good Driver Club”, “Good Driver Mutuality” or by any other manner that would lead the caller to believe that they have reached the Company’s offices. An Affiliate may only represent that they are an independent GDC Affiliate. Therefore, all correspondence and business cards relating to or in connection with an Affiliate’s independent business shall contain the Affiliate’s name followed by the term “Independent Affiliate.”

6. Compliance with Laws and Regulations. Affiliates agree that they shall comply with all applicable federal, state, and local laws and regulations governing the promotion of Company products and services.

2.7 Errors or Questions

If an Affiliate has questions about or believes any errors have been made regarding rewards, business reports, orders, or charges, the Affiliate must notify Company in writing within thirty (30) days of the date of the error or incident in question. Any such errors, omissions or problems not reported within thirty (30) days shall be deemed expressly waived by the Affiliate.

2.8 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, Affiliates agree that they shall not represent or imply that the Company or its Affiliate & Referral Program have been approved, endorsed, or otherwise sanctioned by any government agency.

3.0 AFFILIATE RESPONSIBILITIES

3.1 Sales Aids

To promote both the services and the opportunity Company offers, Affiliates may use the sales aids and support materials produced by Company. Such sales aids and support materials can be obtained at www.gooddriver.ai. As independent contractors, Affiliates are free to develop their own promotion aids and promotional materials, which includes internet advertising, provided such materials do not contain any representations about the Company services or the Affiliate and Referral Program that are deceptive, false, or misleading, and are otherwise compliant with the applicable provisions of the Affiliate Agreement. Due to regulatory and legal requirements, such materials may not contain any income claims or earnings representations. Note that the terms “income claim” and/or “earnings representation” (collectively “Income Claim”) include, but are not limited to, the following: (1) statements of average earnings, (2) statements of non-average earnings, (3) statements of earnings ranges, (4) income testimonials, (5) lifestyle claims, and (6) hypothetical claims.

Examples of “statements of non-average earnings” include, “Our number one Affiliate earned over a million dollars last year” or “Our average-ranking Affiliate makes five thousand per month.”

An example of a “statement of earnings ranges” is “The monthly income for our higher-ranking Affiliates is ten thousand dollars a month on the low end to thirty thousand dollars a month on the high end.”

A lifestyle claim is a statement or depiction that infers or states that an Affiliate is able to enjoy a luxurious or successful lifestyle due to the income they earn from their independent business. Examples of lifestyle claims include, but are not limited to, the following types of representations:

• That an Affiliate (or his/her spouse/partner) was able to quit his/her job.

• That an Affiliate was able to replace his/her income from a job.

• That an Affiliate was able to pay for a child’s private school or college education due to his/her earnings.

• That an Affiliate was able to acquire expensive or luxury material possessions (e.g., homes, cars, jewelry, boats, recreational vehicles, etc.).

• That because of his/her earnings an Affiliate was able to travel to exotic or expensive destinations.

Notwithstanding Affiliates’ good intentions, they may unintentionally violate any number of statutes or regulations affecting the Company business. These violations, although they may be relatively few in number, could jeopardize the Company opportunity for all Affiliates. Accordingly, Affiliates agree that they shall adhere to the foregoing requirements when creating their own sales aids, promotion aids, and promotional materials.

All Affiliates agree that they shall safeguard and promote the good reputation of the Company and its products and services. The marketing and promotion of Company, the Company opportunity, the Affiliate & Referral Program, 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.

3.2 Non-Disparagement

Negative comments in the field serve only to sour the enthusiasm of other Affiliates. Therefore, Affiliates shall not disparage, libel, slander, or make negative or critical comments to any third party regarding the Company, its management, Company services, or the Affiliate & Referral Program. All criticism must be directed exclusively to the Company.

3.3 Cross Sponsoring Prohibition

1. “Cross sponsoring” is defined as the enrollment into a different line of sponsorship of an individual, or Business Entity, that already has a signed Affiliate Agreement. Actual or attempted cross sponsoring is not allowed. If cross sponsoring is verified by Company, sanctions up to and including termination of an Affiliate’s business may be imposed.

2. The use of a spouse’s or relative’s name, trade names, assumed names, DBA names, corporation, partnership, trust, Federal ID numbers, fictitious ID numbers, or otherwise to evade or circumvent this policy is not permitted and Company has the right to reject any Affiliate application or terminate any Affiliate Agreement.

3.4 Adherence to the Affiliate & Referral Program

1. An Affiliate shall not require or encourage a current or prospective Member or Affiliate to participate in the Affiliate & Referral Program in any manner that causes the Member or Affiliate to violate the applicable Member terms and conditions or the Affiliate Agreement, respectively.

2. B. An Affiliate shall not require or encourage a current or prospective Member or Affiliate to make a purchase from or payment to any individual or other entity as a condition to participating in the Affiliate & Referral Program, other than such purchases or payments required to naturally build their business.

3.5 Adherence to Laws, Regulations, and Ordinances

Many cities and counties have laws regulating certain home-based businesses. In most cases, these ordinances do not apply to Affiliates because of the nature of the business. However, Affiliates must check their local laws and obey the laws that do apply to them. An Affiliate shall comply with all federal, state and local laws and regulations in operating their business.

3.6 Compliance with Applicable Income Tax Laws

1. Company will automatically provide a complete 1099-NEC form (non-employee compensation) to each U.S. Affiliate whose earnings for the year is at least $600 or who has purchased more than $5,000 of Company products for resale, or who received trips, prizes or awards valued at $600 or more. If earnings and purchases are less than stated above, IRS forms will be sent only at the request of the Affiliate, and a fee may be assessed by Company to the Affiliate.

2. An Affiliate accepts sole responsibility for and agrees to pay all federal, state and local taxes on any income generated as an independent Affiliate, and further agrees to indemnify Company from any failure to pay such tax amounts when due.

3. If an Affiliate’s business is tax exempt, the Federal Tax Identification number must nonetheless be provided to the Company as provided in the Affiliate Agreement.

4. Affiliates should consult with a tax advisor for additional information for their independent business.

3.7 Actions of Household Members or Affiliated Parties

If any member of an Affiliate’s immediate household engages in any activity which, if performed by the Affiliate, would violate any provision of the Affiliate Agreement, such activity will be deemed a violation by the Affiliate and Company may take disciplinary action pursuant to the Affiliate Agreement against the Affiliate. Similarly, if any individual associated in any way with a corporation, partnership, LLC, trust or other entity (collectively “Business Entity”) violates the Affiliate Agreement, such action(s) will be deemed a violation by the Business Entity, and Company may take disciplinary action against the Business Entity. Likewise, if an Affiliate enrolls in Company as a Business Entity, each affiliated party of the Business Entity shall be personally and individually bound to, and must comply with, the terms and conditions of the Affiliate Agreement.

3.8 Solicitation for Other Companies; Other Business Restrictions

Affiliates acknowledge that the Company has a legitimate business interest in preventing the solicitation of its sales force for other direct selling, social selling, affiliate marketing, multilevel marketing, network marketing, or relationship marketing (collectively, “Direct Selling”) programs. Therefore, although Affiliates, as independent contractors, are free to participate in other Direct Selling opportunities or programs, Affiliate agrees as follows:

1. As independent contractors, Affiliates may participate in other Direct Selling opportunities or programs. However, during the Term of this Affiliate Agreement and for one (1) year thereafter, an Affiliate may not directly or indirectly recruit any other Affiliate or Member for any other Direct Selling business, unless that Affiliate or Member was personally sponsored by such Affiliate. The preceding sentence shall not be construed to permit an Affiliate to recruit one of their downline Affiliates or Members in an effort to have that Affiliate do the same.

   An Affiliate may not seek to circumvent the above non-solicitation covenant by, for example, providing the contact information of other Affiliates to a third party with intent of having that third party recruit such other Affiliates for another Direct Selling opportunity or program.

2. The term “recruit” means actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way (either directly or through a third party), another Affiliate or Customer to enroll or participate in any Direct Selling opportunity and the active role of discouraging others from enrolling within the Company opportunity. This conduct represents recruiting even if the Affiliate’s actions are in response to an inquiry made by another Affiliate or Member.

3. If an Affiliate is engaged as a distributor or sales person in another Direct Selling opportunity or program, the Affiliate may not display or bundle Company products or services, in promotion literature, on a website or in promotion meetings, with any other products or services to avoid confusing or misleading a prospective Member or Affiliate into believing there is a relationship between the Company and non-Company products and services.

4. To avoid confusion in the marketplace, an Affiliate may not offer any non-Company opportunity, products or services at any Company related meeting, seminar or convention.

5. A violation of any of the provisions in this Section shall constitute unreasonable and unwarranted contractual interference between Company and its Affiliates and would inflict irreparable harm on Company. In such event, Company may, at its sole discretion, impose any sanction it deems necessary and appropriate against such Affiliate or such Affiliate’s business including termination, or seek immediate injunctive relief without the necessity of posting a bond.

3.9 Presentation of Opportunity

1. In presenting the opportunity to potential Members and Affiliates, an Affiliate is required to comply with the following provisions:

   1. An Affiliate shall not misquote or omit any significant material fact about the Affiliate & Referral Program.

   2. An Affiliate shall make it clear that the Affiliate & Referral Program is based upon promotion of Company products and services.

   3. An Affiliate shall never claim or imply that the Company opportunity or Program is insurance, and an Affiliate shall never use the term insurance or any similarly related term in describing, marketing, or presenting the Company products and services. Company has provided “Marketing Principles” https://h5.gooddriver.ai/terms/Marketing-Principles.pdf that may be updated from time to time for all Affiliates to use and reference so as to ensure the execution of this clause.

   4. An Affiliate shall make it clear that success can be achieved only through substantial independent efforts and must refrain from misrepresentations that include, but are not limited to:

      1. It’s a turnkey system;

      2. The system will do the work for you;

      3. Just get in and your downline will build through spillover;

      4. Company does all the work for you; or

      5. All you have to do is buy Company products/services.

         The above are just examples of improper representations about the Affiliate & Referral Program. It is important that you do not make these, or any other representations, that could lead a prospect to believe that they can be successful as an Affiliate without commitment, effort, and promotion skill.

   5. An Affiliate shall not make unauthorized income projections, claims, or guarantees while presenting or discussing the opportunity or Affiliate & Referral Program to prospective Affiliates or Members.

   6. An Affiliate may not make any claims regarding Company, except those contained in official Company literature.

   7. An Affiliate may not use Official Company material to promote the Company opportunity in any country other than those countries officially permitted by Company.

   8. In an effort to conduct best business practices, the Company has developed the Income Disclosure Statement (“IDS”) contained in the Good Driver Club Program Disclosure. The IDS is designed to convey truthful, timely, and comprehensive information regarding the income that Affiliates earn. In order to accomplish this objective, a copy of the IDS must be presented to all prospective Affiliates.

      A copy of the IDS must be presented to a prospective Affiliate anytime the Affiliate & Referral Program is presented or discussed, or any type of income claim or earnings representation is made. See the definition of “income claim” and “earnings representation in Section 3.1 above.

      Due to legal and regulatory requirements, when an Affiliate discusses their earnings as an Affiliate with Company in any testimonial, social media post, presentation, etc., the Affiliate must include a variation of the following, “This is my unique story, as actual earnings can vary significantly as no income is guaranteed. But for typical earnings averages please click here,” with the “here” representing a link to the IDS.

3.10 MANIPULATION OF AFFILIATE & REFERRAL PROGRAM

1. The GDC Program is built on sales to those who are purchasing with the intent of using the product or service. Affiliates must never attempt to influence any other Affiliate to buy more than they are reasonably necessary to utilize the service, encourage others to purchase more, encourage or permit others to purchase when they are not using the service or unable to use the service, i.e., they do not own a vehicle, or otherwise.

2. No Affiliate’s earnings potential or success of their business will be conditional upon the amount of product/services an Affiliate personally purchases. Purchasing product/services solely for the purpose of collecting bonuses or achieving rank is prohibited. Company retains the right to limit the number of purchases an Affiliate may make if, in Company’s sole judgment, Company believes those purchases are being made solely for qualification purposes. “Bonus Buying” is strictly and absolutely prohibited. Bonus Buying includes but is not limited to: (i) the enrollment of individuals or entities without the knowledge of and/or execution of Affiliate Application & Agreement by such individuals or entities; (ii) the fraudulent enrollment of an individual or entity as Member/Affiliate; (iii) the enrollment or attempted enrollment of non-existent individuals or entities as Members/Affiliates (known as “phantoms”); (iv) purchasing Company products or services on behalf of another Customer/Affiliate, or under another Member’s/Affiliate’s ID number, to qualify for commissions or bonuses; (v) purchasing excessive amounts of products or services that cannot reasonably be used or resold in a month; (vi) purchasing amounts of products or services for the purposes of qualification; and/or (vii) any other mechanism or artifice to qualify for rank advancement, incentives, prizes, commissions, or bonuses that is not driven by bona fide product or service purchases by end user consumers.

3. Any Affiliate who violates this provision shall be subject to disciplinary sanctions that may include but are not limited to termination of the Affiliate Agreement. The Company reserves the right to pursue legal and equitable relief for such conduct.

4.0 PAYMENT OF REWARDS

4.1 Reward Qualifications

1. An Affiliate must be Active and in compliance with the Affiliate Agreement to qualify for rewards under the Affiliate & Referral Program. So long as an Affiliate complies with the terms of the Affiliate Agreement, Company shall pay rewards to such Affiliate in accordance with the Affiliate & Referral Program. From time to time, special bonuses or promotions are offered to Affiliate and/or Referrer. The details of each of these offerings will be made available at www.gooddriver.ai or the App.

2. Company will not issue a payment to an Affiliate without the receipt of a completed and signed Affiliate Application & Agreement.

4.2 Computation of Rewards and Discrepancies

1. An Affiliate must review his/her statement and reward reports promptly and report any discrepancies within thirty (30) days of receipt. After this 30-day “grace period,” no additional requests will be considered for reward recalculations.

2. Each Affiliate will have a virtual wallet within the Company application. The rewards and points will be recorded as positive in the wallet and the revocation of the rewards and points will be recorded as negative in the wallet. If future rewards or points are earned, these new rewards and points will first offset any negative balance in the wallet. If no new rewards or points are earned, then the negative balance will remain. The Company reserves the right to pursue all negative rewards and points from the Affiliate through all available means at both law and equity.

3. For additional information on payment of rewards, please review the Affiliate & Referral Program.

5.0 PRIVACY POLICY

5.1 Introduction

This policy is to ensure that all Members/Affiliates understand and adhere to the basic principles of confidentiality. For more information on the Company’s privacy practices and procedures, please refer to the Company Privacy Policy found on the corporate website.

Each Affiliate is responsible for keeping their Affiliate Information up to date and accurate and must immediately update any changes in their back office. It is particularly important that an Affiliate provides Company with their current email address, since email is one of the primary ways that Company communicates with the Affiliate. By agreeing to these Policies and Procedures, the Affiliate consents to the Company Privacy Policy and to receiving emails from Company as well as from their upline. Each Affiliate may modify their Affiliate Information (e.g., update an address, phone number or email address). Affiliate agrees that Company may share with Affiliate’s upline their name, telephone number, address, email address and select promotion performance data for all Affiliates in their downline. No Social Security Number nor credit card number shall be shared with an Affiliate’s upline without separate express permission by Affiliate to allow such personal information sharing. By providing their email address and telephone number, Affiliate agrees to disclose their email address and telephone number to Company as well as to their upline. Affiliate further acknowledges that information provided to Company by Affiliate will be shared with and processed by Company corporate offices.

5.2 Expectation of Privacy

The Company recognizes and respects the importance its Members/Affiliates place on the privacy of their financial and personal information. The Company will make reasonable efforts to safeguard the privacy of and maintain the confidentiality of its Members’/Affiliates’ financial and account information and non-public personal information.

5.3 Employee Access to Information

Company limits the number of employees who have access to Member’s/Affiliate’s nonpublic personal information.

5.4 Restrictions on the Disclosure of Account Information

Company will not share non-public personal information or financial information about current or former Members/Affiliates with third parties, except as permitted or required by laws and regulations, court orders, or to serve the Members’/Affiliates’ interests or to enforce its rights or obligations under the Affiliate Agreement, or with express written permission from the account holder on file.

5.5 Security and Security Breaches

All Affiliates must adopt, implement and maintain appropriate administrative, technical and physical safeguards to protect against anticipated threats or hazards to the security of confidential information, including Member & Affiliate Data. These safeguards must be appropriate to the sensitivity of the information. Appropriate safeguards for electronic and paper records may include but are not limited to: (i) encrypting data before electronically transmitting it; (ii) storing records in a secure location; and (iii) password-protecting computer files and securely shredding paper files containing confidential information. Affiliate must keep confidential information secure from all persons who do not have legitimate business needs to see or use such information. Affiliate must ensure they obtain and maintain consent from prospective Members/Affiliates and existing Members/Affiliates before sharing such data with the Company.

Affiliate must comply with all applicable privacy and data security laws, including any security breach notification laws. Without limitation of the preceding sentence, in the event of an actual or suspected Security Breach affecting Company’s data, the applicable Affiliate shall first promptly notify the Company’s Compliance Department in writing after becoming aware of such Security Breach, and if instructed by the Company’s Compliance Department, notify applicable Members/Affiliates. Any such notification to Members/Affiliates shall be made in compliance with applicable law and shall specify the following: (i) the extent to which Member/Affiliate Data was or was suspected to be disclosed or compromised; (ii) the circumstances of the Security Breach; (iii) the date or period of time on which it occurred; (iv) a description of the information affected; (v) a description of the steps taken to reduce the risk of harm from the Security Breach; (vi) contact information for a person able to answer questions regarding the Security Breach; (vii) any other information required by the applicable law; and (viii) in the case of a notice to a privacy commissioner or other regulatory body, an assessment of the risk of harm to any affected persons and an estimate of the number of persons affected. Affiliates shall promptly comply with all applicable information Security Breach disclosure laws. Affiliates, at their expense, shall cooperate with Company, any applicable privacy commissioner or other regulatory body and the applicable Members/Affiliates and use their best efforts to mitigate any potential damage caused by a breach of their obligations under the Affiliate Agreement or any law applicable to confidential data, including by sending notice to the affected individuals, applicable agencies and consumer reporting agencies, if such notification is required the Company in its sole and absolute discretion.

5.6 Privacy and Confidentiality

All Affiliates are required to abide by the Company’s Privacy Policy with regard to Affiliate and Member information.

5.7 Data Management Rule

The Data Management Rule (the “Rule”) is intended to protect the Line of Sponsorship (“LOS”) for the benefit of all Affiliates, as well as the Company. LOS information is information compiled by the Company that discloses or relates to all or part of the specific arrangement of sponsorship within the Company’s business, including, without limitation, Affiliate lists, sponsorship trees, and all Affiliate information generated therefrom, in its present and future forms. The LOS, constitutes a commercially advantageous, unique, and proprietary trade secret (“Proprietary Information”), which the Company keeps proprietary and confidential and treats as a trade secret. Company is the exclusive owner of all Proprietary Information, which is derived, compiled, configured, and maintained through the expenditure of considerable time, effort, and resources by the Company and its Affiliates. Through this Rule, Affiliates are granted a personal, non-exclusive, non-transferable and revocable right by the Company to use Proprietary Information only as necessary to facilitate their business as contemplated under the Affiliate Agreement. The Company reserves the right to deny or revoke this right, upon reasonable notice to the Affiliate stating the reason(s) for such denial or revocation, whenever, in the reasonable opinion of the Company, such is necessary to protect the confidentiality or value of Proprietary Information. All Affiliates shall maintain Proprietary Information in strictest confidence and shall take all reasonable steps and appropriate measures to safeguard Proprietary Information and maintain the confidentiality thereof.

6.0 PROPRIETARY INFORMATION AND TRADE SECRETS

6.1 Business Reports, Lists, and Proprietary Information

By completing and signing the Affiliate Agreement, the Affiliate acknowledges that Business Reports, lists of Member and Affiliate names and contact information and any other information, which contain financial, scientific or other information both written or otherwise circulated by Company pertaining to the business of Company (collectively, “Reports”), are confidential and proprietary information and trade secrets belonging to Company.

6.2 Obligation of Confidentiality

During the Term of the Affiliate Agreement and for a period of five (5) years after the termination or expiration of the Affiliate Agreement between the Affiliate and Company, the Affiliate shall not:

1. Use the information in the Reports to compete with Company or for any purpose other than promoting their independent business; or

2. Use or disclose to any person or entity any confidential information contained in the Reports, including the replication of the genealogy in another Direct Selling company.

Trade secrets, Company goodwill, and other Company know-how shall remain confidential beyond the 5-year period.

6.3 Breach and Remedies

The Affiliate acknowledges that such proprietary information is of such character as to render it unique and that disclosure or use thereof in violation of this provision will result in irreparable damage to Company and to other Affiliates. Company and its Affiliates will be entitled to injunctive relief or to recover damages against any Affiliate who violates this provision in any action to enforce its rights under this Section. The prevailing party shall be entitled to an award of attorney’s fees, court costs and expenses.

7.0 ADVERTISING, PROMOTIONAL MATERIAL, USE OF COMPANYNAMES AND TRADEMARKS

7.1 Use of Company Names and Protected Materials

1. An Affiliate must safeguard and promote the good reputation of the Company and the products and services it markets. The marketing and promotion of Company, the Company promotion opportunity, the Affiliate & Referral Program, and Company products and services will be consistent with the public interest and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct and practices.

2. All promotional materials supplied or created by the Company must be used in their original form and cannot be changed, amended or altered except with prior written approval from the Company’s Compliance Department.

3. The name of Company, each of its product and service names and other names that have been adopted by Company in connection with its GDC Program are proprietary trade names, trademarks and service marks of Company. As such, these marks are of great value to Company and are supplied to Affiliates for their use only in an expressly authorized manner.

4. An Affiliate’s use of the name “Good Driver Club,” “Good Driver Mutuality” or other related names is restricted to protect Company proprietary rights, ensuring that the Company protected names will not be lost or compromised by unauthorized use. Use of the Company name on any item not produced by Company is prohibited except as follows:

   1. [Affiliate’s name] Independent GDM Affiliate; or

   2. [Affiliate’s name] Independent Affiliate of Good Driver Club services.

5. Further procedures relating to the use of the Company name are as follows:

   1. All stationary (i.e., letterhead, envelopes, and business cards) bearing the Company name or logo intended for use by the Affiliate must be approved in writing by the Company’s Compliance Department.

   2. All sales aids and promotional materials created or used by an Affiliate that bear the Company’s name, logo, or trademarks or service marks must be approved in writing by the Company’s Compliance Department before the Affiliate may distribute them.

   3. The Affiliates may list “Independent GDM Affiliate” or “GDM Affiliate” in online directories under their own name.

   4. The Affiliates may not use the name Good Driver Club, Good Driver Mutuality or any form thereof, in answering their telephone, creating a voice message or using an answering service, such as to give the impression to the caller that they have reached the corporate office. They may state, “Independent GDM Affiliate.”

6. Certain photos and graphic images used by Company in its advertising, packaging, and websites are the result of paid contracts with outside vendors and the Company’s license to use the same do not extend to Affiliates. If an Affiliate wants to use these photos or graphic images, they must negotiate individual contracts with the vendors for a fee.

7. An Affiliate shall inform the Company to assist in accuracy of content that he/she may appear on or make use of television or radio or make use of any other media to promote or discuss Company or its programs, products or services.

8. An Affiliate may not produce for sale or distribution any Company event or speech, nor may an Affiliate reproduce Company audio or video clips for sale or for personal use without prior written permission from the Company’s Compliance Department as such materials are copyrighted by Company.

9. Company reserves the right to require an Affiliate to remove from the marketplace the Affiliate’s sales aids, promotional aids and/or materials where such materials are not in compliance with applicable laws and regulations without financial obligation to the affected Affiliate.

10. To avoid confusion in the marketplace, Affiliates agree that they shall not promote non-Company services in conjunction with GDC Program on the same websites or same advertisement without prior approval from the Company’s Compliance Department.

7.2 Social Networking and Social Media

1. Affiliates may join social networking and/or social media sites, online forums, discussion groups, and blogs to leverage the power of the Company brand and to communicate the benefits of the Company opportunity and services.

2. Social networks and social media sites include but are not limited to such sites as Facebook, Instagram, Pinterest, LinkedIn, Twitter, etc. Affiliates may use their own social networking profiles to advertise and promote their businesses and the Company products. Banner ads and images used on these sites must be current and must come from the Company approved library.

3. PROFILES AN AFFILIATE GENERATES IN ANY SOCIAL COMMUNITY WHERE COMPANY IS DISCUSSED OR MENTIONED MUST CLEARLY IDENTIFY THE AFFILIATE AS AN INDEPENDENT AFFILIATE.

4. Affiliates are personally responsible for their postings and all other online activity that relates to the Company. Therefore, even if an Affiliate does not own or operate a blog or social media site, if an Affiliate makes a post that relates to Company or which can be traced to the Company, the Affiliate is responsible for the posting. Affiliates are also responsible for postings which occur on any blog or social media site that the Affiliate owns, operates or controls. Company reserves the right to require the removal of non-compliant or infringing posts from any Affiliate’s social media pages and may terminate the Affiliate Agreement of any Affiliate who breaches this Section. Postings that are false, misleading or deceptive are strictly prohibited. This includes, but is not limited to, false or deceptive postings relating to the Company, Company income opportunity, Company products and services, and/or Affiliate information and credentials. Affiliates must disclose their full name on all social network and media postings regarding the Company, Company income opportunity, Company products or services, or Affiliate information and credentials, and conspicuously identify themselves as an independent Affiliate for Company.

5. If the Affiliate Agreement is cancelled for any reason, you must discontinue using the Company name, and all of Company’s trademarks, trade names, service marks, and other intellectual property, and all derivatives of such marks and intellectual property, in any postings and all social websites that you utilize. If you post on any social website on which you have previously identified yourself as an independent Affiliate, you must conspicuously disclose that you are no longer an independent Affiliate. Absent such disclosure, Affiliate comments and actions may be construed as being taken on behalf of Company and Affiliate shall be responsible for indemnifying Company for such actions if any action is taken against Company.

7.3 Advertising and Promotional Materials

1. You may not advertise any Good Driver Club Program at a pledged amount LESS than the highest that Company published. No special enticement advertising is allowed. This includes, but is not limited to, offers of a free business, or other such offers that grant advantages beyond those available through the Company.

2. B.Advertising and all forms of communications must adhere to principles of honesty and propriety.

3. Affiliates may not purchase (or encourage or solicit any third party to purchase) any term containing Company, its products, programs, trademarks, copyright and any other protected material as a meta-tag, keyword, paid search term, sponsored advertisement or sponsored link in markets in which Company conducts business.

7.4 Testimonial Permission

By signing the Affiliate Application & Agreement, an Affiliate gives Company permission to use their testimonial or image and likeness in corporate sales materials, including but not limited to print media, electronic media, audio and video. In consideration of being allowed to participate in the promotion opportunity, an Affiliate waives any right to be compensated for the use of their testimonial or image and likeness even though Company may be paid for items or sales materials containing such image and likeness. In some cases, an Affiliate’s testimonial may appear in another Affiliate’s advertising materials. If an Affiliate does not wish to participate in Company promotion and marketing materials, they should provide a written notice to the Company’s Compliance Department to ensure that their testimonial or image and likeness will not be used in any corporate materials, corporate recognition pieces, advertising or recordings of annual events.

8.0 CHANGES TO AN AFFILIATE’S BUSINESS

8.1 Modification of the Affiliate Agreement

An Affiliate may modify their existing Affiliate Agreement (i.e., change a social security number to a Federal ID number, add a spouse or partner to the account, or change the form of ownership from an individual to a Business Entity owned by the Affiliate) by submitting a written request, accompanied by a new Affiliate Application & Agreement and the Business Registration Form, if applicable, completed with fresh signatures (not a “crossed out” or “white-out” version of the first Affiliate Application & Agreement), and any appropriate supporting documentation.

8.2 Change Sponsor or Placement for Active Affiliates

1. Maintaining the integrity of the organizational structure is mandatory for the success of Company and independent Affiliates. As such, under exceptional circumstances at the discretion of the Company, a request to change placement may only be made within the first thirty (30) days of initial enrollment as an Affiliate. Furthermore, such changes may only occur within the same organization.

2. Sponsors may make “Placement changes” from one Affiliate to another for personally Sponsored (frontline) Affiliates during the first thirty (30) days of enrollment.

3. New Affiliates or their original Sponsor may request a change of Sponsor or Placement within the first thirty (30) days of enrollment for the purpose of structuring an organization. The new Affiliate Application & Agreement must be received within the calendar month for reward calculations to be effective with the requested change.

4. Company retains the right to approve or deny any requests to change Sponsor or Placement, and to correct any errors related thereto at any time and in whatever manner it deems necessary.

5. Please note that decisions made for any change request (sponsor or placement) are at the sole discretion of the Company and the acceptance of one change will never constitute the acceptance of future changes for that Affiliate or any other regardless of similarity in situation.

8.3 Correct Sponsor or Placement Errors

Company reserves the right to correct Sponsor or Placement errors at any time and in whatever manner

it deems necessary.

8.4 Unethical Sponsoring

1. Unethical sponsoring activities include, but are not limited to, engaging in unfair competition in trying to acquire a prospective Affiliate from another Affiliate.

2. If allegations of unethical sponsoring are reported in writing to the Company’s Compliance Department within the first ninety (90) days of enrollment, the Company will investigate the allegations. If the reports are substantiated, Company may transfer the Affiliate or the Affiliate’s downline to another Sponsor, Placement or organization without approval from the current upline Sponsor or Placement Affiliates. Company remains the final authority in such cases.

3. Company prohibits the act of “Stacking.” Stacking is the unauthorized manipulation of the Company compensation system and/or the marketing plan in order to trigger rewards or cause a promotion of a downline Affiliate in an unearned manner. One example of stacking occurs when a Sponsor places participants under an inactive downline without their knowledge in order to trigger unearned qualification for rewarding. Stacking is unethical and unacceptable behavior, and as such, it is a punishable offense with measures up to and including the termination of the independent consultant positions of all individuals and/or entities found to be directly involved.

4. Should Affiliates engage in solicitation and/or enticement of members of another direct sales company to sell or distribute Company products and services, they bear the risk of being sued by the other direct sales company. If any lawsuit, arbitration, or mediation is brought against an Affiliate alleging that they engaged in inappropriate recruiting activity of another company’s sales force or customers, Company will not pay any of Affiliate’s defense costs or legal fees, nor will Company indemnify the Affiliate for any judgment, award, or settlement.

8.5 Resignation/Voluntary Termination

1. An Affiliate may immediately terminate their business by submitting a written notice or email to the Company’s Compliance Department. The written notice must include the following:

   1. The Affiliate’s intent to resign and date of resignation;

   2. Identification Number; and

   3. Signature.

2. An Affiliate may not use resignation as a way to immediately change Sponsor and Placement. Instead, the Affiliate who has voluntarily resigned is not eligible to reapply for a business or have any financial interest in a or any business for six (6) months from the receipt of the written notice of resignation.

8.6 Involuntary Termination

1. Company reserves the right to terminate an Affiliate’s business for, but not limited to, the following reasons:

   1. Violation of any provision of the Affiliate Agreement;

   2. Violation of any applicable law, ordinance, or regulation regarding the business; or

   3. Engaging in unethical business practices or violating standards of fair dealing.

2. Company will notify the Affiliate in writing, at their last known home address or e-mail address of its intent to terminate the Affiliate’s business and the reasons for termination.

3. If the Affiliate wishes to provide documentation to appeal Company’s decision, Affiliate must do so within five (5) business days from the date of termination notice. Company shall then make a decision on whether or not to rescind termination.

4. If the termination is not rescinded, the termination will be effective as of the date of the original termination notice by Company. The former Affiliate shall thereafter be prohibited from using the names, trademarks, service marks, logos, or signs, labels, stationery, advertising, or business material referring to or relating to any Company products or services. Company will notify the active Upline Sponsor within ten (10) days after termination. The organization of the terminated Affiliate will “roll up” to the active Upline Sponsor on record.

5. The Affiliate who is involuntarily terminated by Company may not reapply for a business, either under their present name or any other name or entity, without the express written consent of an officer of Company following a review by the Company’s Compliance Department. In any event, such Affiliate may not reapply for a business for twelve (12) months from the date of termination.

8.7 Cancellation Due to Inactivity and Reinstatement

If an Affiliate fails to earn any Affiliate income for six (6) consecutive months or fails to pay the applicable annual renewal fee of $9.90 in accordance with the Affiliate & Referral Program, the Affiliate's Affiliate status may be automatically terminated in accordance with the Affiliate & Referral Program. Where reinstatement is permitted under the Affiliate & Referral Program, the Affiliate may retain his or her existing downline organization upon reinstatement, subject to the applicable reinstatement requirements established by the Company. No commissions, bonuses, points, rank progress, or other benefits shall accrue during any period in which the Affiliate status is inactive, except as otherwise expressly provided in the Affiliate & Referral Program.

An Affiliate whose Affiliate status has been terminated pursuant to Section 8.7 may be eligible for reinstatement if permitted under the Affiliate & Referral Program. Upon reinstatement, the Affiliate shall retain his or her existing downline organization unless otherwise expressly provided by the Affiliate & Referral Program. Any points, rank progress, commissions, bonuses, or other qualification metrics following reinstatement shall be determined in accordance with the Affiliate & Referral Program.

8.8 Effect of Cancellation

1. Except where an Affiliate is reinstated pursuant to Section 8.7 or as otherwise provided under the Affiliate & Referral Program, following the termination of an Affiliate’s Affiliate Agreement for any reason, such Affiliate:

   1. Shall have no right, title, claim or interest to any reward from the promotion generated by the Affiliate’s former organization or any other payments in association with the Affiliate’s former independent business;

   2. Effectively waives any and all claims to property rights or any interest in or to the Affiliate’s former Downline organization; and

   3. Shall receive rewards and bonuses only for the last full pay period in which they were active prior to cancellation, less any amounts withheld during an investigation preceding an involuntary cancellation, and less any other amounts owed to Company.

8.9 Succession

1. Upon the death or legal incapacity of an Affiliate, the Affiliate’s business may be passed on to their legal successors in interest (successor). Whenever an Affiliate’s independent business is transferred by will or other testamentary process, the successor acquires the right to collect all bonuses and commissions of the deceased or incapacitated Affiliate’s sales organization. The successor must:

   1. Complete and sign a new Affiliate Application & Agreement;

   2. Comply with the terms and conditions of the Affiliate Agreement; and

   3. Meet all of the qualifications for the last rank achieved by the former Affiliate.

2. Bonuses and commission checks will be paid in a single check to the successor. The successor must provide Company with an “address of record” to which all bonus and commission payments will be sent. Payments will be based on the current performance of the business, not the highest rank or volume achieved.

3. If the business is bequeathed to joint devisees (successors), they must form a Business Entity and acquire a Federal Taxpayer Identification Number. Company will issue all bonus and commission payments and one 1099-NEC form to the managing Business Entity only. Company will not split commission or bonus payments among multiple individuals or entities. All payments will be made solely to the designated Business Entity.

4. Appropriate legal documentation must be submitted to the Company Compliance Department to ensure the transfer is done properly. To affect a testamentary transfer of an independent business, the successor must provide the following to the Company Compliance Department:

   1. A certified copy of the death certificate or document; and

   2. A notarized copy of the will or other appropriate legal documentation establishing the successor’s right to the independent business.

5. To complete a transfer of the independent business because of incapacity, the successor must provide the following to the Company Compliance Department:

   1. A notarized copy of an appointment as trustee;

   2. A notarized copy of the trust document or other appropriate legal documentation establishing the trustee’s right to administer the independent business; and

   3. A completed Affiliate Application & Agreement executed by the trustee.

6. If the successor is already an existing Affiliate, Company will allow such Affiliate to keep their own business plus the inherited business active for up to six (6) months. By the end of the 6-month period, the Affiliate must have compressed (if applicable), sold or otherwise transferred either the existing business or the inherited business.

7. If the successor wishes to terminate the independent business, they must submit a notarized statement stating the desire to terminate the business, along with a certified copy of the death certificate, appointment as trustee, and/or any other appropriate legal documentation.

8. Upon written request, Company may grant a one (1) month bereavement waiver and pay out at the last “paid as” rank.

8.10 Business Transfers

Affiliates in Good Standing who wish to sell or transfer their independent business must receive the Company’s prior written approval before the business may be transferred. Such approval shall not be unreasonably withheld. An Affiliate who is not current on all payments and fees owed to the Company or whose independent business is on disciplinary probation, suspension, or under disciplinary investigation is not in Good Standing and such Affiliate’s independent business may not be transferred unless and until the Affiliate attains Good Standing status. Requests to transfer a business must be submitted in writing to the Compliance Department. The request to transfer will be denied if the business is not in Good Standing or if there is another reasonable reason for denying the request. An Affiliate who has transferred his or her independent business to a third party must wait a minimum of six (6) months from the date of the transfer before applying to re-enroll as an Affiliate.

The buyer of the independent business must:

Complete and sign an Affiliate Application & Agreement;

1. Pay any required enrollment fees; and

2. Comply with the terms and conditions of the Affiliate Agreement.

8.11 Transfer to a Lineal Descendant (Child)

An Affiliate in Good Standing may pass down or transfer their independent Affiliate account and downline organization to their legal child during the Affiliate's lifetime (Inter Vivos Transfer).

To execute a transfer to a child, the following conditions must be met:

1. The receiving child must be of legal age (eighteen (18) years or older) to enter into a binding contract;

2. The receiving child must complete, sign, and submit a new Affiliate Application & Agreement;

3. The transferring Affiliate must submit a written request to the Company’s Compliance Department expressing the intent to transfer the business to their child;

4. The receiving child must comply with all terms and conditions of the Affiliate Agreement and complete any required onboarding or leadership training as designated by the Company.

Company reserves the right to review and approve such transfers to ensure the continued support and stability of the transferred downline organization. Upon approval, the child will assume the current Paid-as Title and Lifetime Title of the transferred business.

9.0 LIMITATIONS OF LIABILITY

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY OR ANY FAILURE OF ESSENTIAL PURPOSE, IN NO EVENT SHALL AN AFFILIATE OR COMPANY (INCLUDING ANY OF ITS RELATED PARTIES (AS DEFINED BELOW) BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, HOWEVER CAUSED, ARISING OUT OF OR RELATED TO THE AFFILIATE AGREEMENT OR THE SUBJECT MATTER HEREOF (INCLUDING BUT NOT LIMITED TO THE PRODUCTS, THE PROGRAM, COMPANY MARKETING MATERIALS OR BUSINESS SUPPLIES), WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHER THEORY OF LIABILITY (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF THE AFFILIATE OR COMPANY (OR ANY OF ITS RELATED PARTIES) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN JURISDICTIONS THAT DO NOT GIVE EFFECT TO LIMITED LIABILITY OR EXCULPATORY CLAUSES, THIS PROVISION IS NOT APPLICABLE. IN JURISDICTIONS THAT ALLOW FOR EXCULPATORY OR LIMITED LIABILITY CLAUSES IN A LIMITED MANNER, THIS PROVISION IS APPLICABLE TO THE FULLEST EXTENT ALLOWED BY THE LAW OF SUCH JURISDICTION.

10.0 DISCIPLINARY SANCTIONS

10.1 Imposition of Disciplinary Action - Purpose

It is the spirit of Company that integrity and fairness should pervade among its Affiliates, thereby providing everyone with an equal opportunity to build a successful business. Therefore, Company reserves the right to impose disciplinary sanctions at any time, when it has determined that an Affiliate has violated any provision of the Affiliate Agreement as amended from time to time.

10.2 Consequences and Remedies of Breach

1. Violation of the Affiliate Agreement, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by an Affiliate that the Company reasonably believes may damage its reputation or goodwill, may result in the suspension or termination of the Affiliate’s business with the Company, and/or any other disciplinary measure that the Company deems appropriate to address the misconduct. In situations deemed appropriate by the Company, the Company may institute legal proceedings for monetary and/or equitable relief.

2. Affiliate agrees that disciplinary actions may include one or more of the following:

   1. Monitoring an Affiliate’s conduct over a specified period of time to assure compliance with the Affiliate Agreement;

   2. Issuance of a written warning or requiring the Affiliate to take immediate corrective action;

   3. Imposition of a fine (which may be imposed immediately or withheld from future reward payments) or the withholding of reward payments (“reward Hold”) until the matter causing the reward Hold is resolved or until Company receives adequate additional assurances from the Affiliate to ensure future compliance;

   4. Suspension from participation in Company or Affiliate events, rewards, or recognition;

   5. Suspension of the Affiliate Agreement and business for one or more pay periods;

   6. Involuntary termination of the Affiliate’s Affiliate Agreement and independent business;

   7. Any other measure which Company deems feasible and appropriate to justly resolve injuries caused by the Affiliate’s policy violation or contractual breach; OR

   8. Legal proceedings for monetary or equitable relief.

11.0 GRIEVANCES & DISPUTE RESOLUTION

11.1 Grievances

1. If an Affiliate has a grievance or complaint against another Affiliate regarding any practice or conduct relating to their respective independent businesses, they are encouraged to resolve the issue directly with the other party. If an agreement cannot be reached, it must be reported directly to the Company’s Compliance Department for resolution as outlined below in this Section.

2. In the event a matter is referred to Company’s Compliance Department for resolution, Affiliates agree that the Compliance Department will be the final authority on settling such grievance or complaint and its written decision shall be final and binding on the Affiliates involved.

3. Company will confine its involvement to disputes regarding Company’s business matters only. Company will not decide issues that involve personality conflicts or unprofessional conduct by or between Affiliates outside the context of the involved Affiliates’ independent businesses. Issues between Affiliates that go beyond the scope of GDC Program and may not be used to justify a Sponsor or Placement change or a transfer to another Company organization.

4. Company does not consider, enforce, or mediate third party agreements between Affiliates, nor does it provide names, funding, or advice for obtaining outside legal counsel.

5. Process for Resolution by Compliance Department:

   1. If the Affiliates are not able to resolve their dispute, either of the Affiliates should submit a written letter of complaint (e-mail will not be accepted) directly to the Company’s Compliance Department. The letter shall set forth the details of the dispute including items such as:

      1. The nature of the violation;

      2. Specific facts to support the allegations;

      3. Date(s) and number(s) of occurrences;

      4. Persons involved; and

      5. Supporting documentation.

   2. Upon receipt of the written complaint, the Company’s Compliance Department will conduct an investigation according to the following procedures:

      1. The Compliance Department will send an acknowledgment of receipt to the complaining Affiliate.

      2. The Compliance Department will provide a verbal or written notice of the allegation to the Affiliate under investigation. If a written notice is sent to the Affiliate, they will have five (5) business days from the date of the notification letter to present all information relating to the incident for review by Company.

      3. The Compliance Department will thoroughly investigate the complaint and consider all the submitted information it deems relevant, including information from collateral sources. Due to the unique nature of each situation, determinations of the appropriate remedy will be on a case-by-case basis, and the length of time to reach a resolution will vary.

      4. During the course of the investigation, the Compliance Department will only provide periodic updates simply stating that the investigation is ongoing. No other information will be released during that time. Affiliate calls, letters, and requests for “progress reports” during the course of the investigation will not be answered or returned.

6. Company will make a final decision and timely notify the Affiliates involved.

11.2 Liquidated Damages

In any case which arises from or relates to the wrongful termination of the Affiliate Agreement and/or an Affiliate’s business, Company and the Affiliate agree that damages will be extremely difficult to ascertain. Therefore, the Company and the Affiliate stipulate that if the involuntary termination of the Affiliate Agreement and/or loss of Affiliate’s business is proven and held to be wrongful under any theory of law, the Affiliate’s sole remedy will be liquidated damages calculated as follows:

1. Liquidated damages will be in the amount of their gross compensation that the Affiliate earned pursuant to the Company’s Affiliate & Referral Program in the twelve (12) months immediately preceding the termination.

2. In any action arising from or relating to the Affiliate Agreement, the business, or the relationship between the Company and an Affiliate, both Parties waive all claims for incidental and/or consequential damages, even if the other Party has been apprised of the likelihood of such damage. The Company and Affiliate further waive all claims to exemplary and punitive damages.

11.3 Dispute Resolution

1. THIS PROVISION CONTAINS AN AGREEMENT THAT AFFECTS HOW CLAIMS AN AFFILIATE MAY HAVE AGAINST COMPANY, OR CLAIMS COMPANY MAY HAVE AGAINST AN AFFILIATE, WILL BE RESOLVED. THE PARTIES UNDERSTAND AND AGREE THAT THIS DISPUTE RESOLUTION AGREEMENT OPERATES AS A SEPARATE AND DISTINCT AGREEMENT THAT IS SEVERABLE FROM THE REMAINDER OF THE AFFILIATE AGREEMENT AND IS ENFORCEABLE REGARDLESS OF THE ENFORCEABILITY OF ANY OTHER PROVISION OF THE AFFILIATE AGREEMENT OR THE AFFILIATE AGREEMENT AS A WHOLE. CONSIDERATION FOR THIS DISPUTE RESOLUTION AGREEMENT INCLUDES, WITHOUT LIMITATION, THE PARTIES’ MUTUAL AGREEMENT TO ARBITRATE CLAIMS. THE PARTIES FURTHER UNDERSTAND AND AGREE THAT THE UNENFORCEABILITY OF THE AFFILIATE AGREEMENT IN WHOLE OR IN PART SHALL NOT SUPPORT A FINDING THAT THIS DISPUTE RESOLUTION AGREEMENT IS UNENFORCEABLE. THE FEDERAL ARBITRATION ACT (“FAA”) SHALL GOVERN THIS DISPUTE RESOLUTION AGREEMENT WITHOUT GIVING EFFECT TO ANY STATE LAW TO THE CONTRARY.

   Any controversy, claim or dispute of whatever nature arising between Affiliate, on the one hand, and Company and/or the Related Parties (as defined in subsection E below), on the other, including but not limited to those arising out of or relating to the Affiliate Agreement or the breach thereof, the sale, purchase or use of the Company products/services, or the commercial, economic or other relationship of Affiliate and Company and/or the Related Parties (for purposes of this Section, each a “party”), whether such claim is based on rights, privileges or interests recognized by or based upon statute, contract, tort, common law or otherwise (“Dispute”), shall be settled through informal dispute resolution, mediation or individual binding arbitration, as provided herein.

2. Informal Dispute Resolution. If a Dispute arises, the Parties shall first attempt in good faith to resolve it promptly by informal dispute resolution. The Parties agree that prior to submitting any dispute or claim to arbitration for resolution, the Parties shall initiate the informal dispute resolution process pursuant to this paragraph. Any of the Parties involved in the Dispute may initiate the informal dispute resolution process by providing notice (the “Dispute Notice”) to each involved Party setting forth the subject of the Dispute and the relief sought by the Party providing the Dispute Notice and designating a representative who has full authority to negotiate and settle the Dispute. Within ten (10) Business Days after the Dispute Notice is provided, each recipient may respond to all other known recipients of the Dispute Notice with notice of the recipient’s position on and recommended solution to the Dispute, designating a representative who has full authority to negotiate and settle the Dispute. Within twenty (20) Business Days after the Dispute Notice is provided, the representatives designated by the Parties will make a good faith effort to confer either in person at a mutually acceptable time and place or by telephone or video conference, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. At any time twenty (20) Business Days or more after the Dispute Notice is provided, but prior to the initiation of arbitration, regardless of whether the informal dispute resolution process is continuing, any Party may submit the Dispute to Judicial Arbitration and Mediation Services, Inc. (“JAMS”) for mediation by providing notice of such request to all other concerned Parties and providing such notice and a copy of all relevant Dispute Notices and notices responding thereto to JAMS. In such case, the Parties shall cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in promptly scheduling the mediation proceedings and shall participate in good faith in the mediation either in person at a mutually acceptable time and place or by telephone, in accordance with the then-prevailing JAMS’s mediation procedures and this Section, which shall control.

3. Arbitration. Any Dispute not resolved in writing by informal dispute resolution or mediation shall be subject to and shall be settled exclusively by final, binding arbitration before a single arbitrator or, for Disputes where monetary relief is sought in excess of two million dollars ($2,000,000 USD) per claimant, a panel of three arbitrators, in accordance with the then-prevailing Streamlined Arbitration Rules & Procedures of JAMS. The JAMS Rules are available (i) online at https://www.jamsadr.com/RULES-STREAMLINED-ARBITRATION/, (ii) by telephone to JAMS at 1-800-352-5267, or (iii) upon request to the Company at compliance@gooddriver.ai. Unless the parties agree or the law of the jurisdiction in which you reside requires otherwise, the arbitration shall take place in Kent County, State of Delaware. No Party may commence Arbitration with respect to any Dispute unless that Party has pursued informal dispute resolution and, if requested, mediation, as provided herein, provided, however, that no Party shall be obligated to continue to participate in informal dispute resolution or mediation if the Parties have not resolved the Dispute in writing within sixty (60) Business Days after the Dispute Notice was provided to any Party or such longer period as may be agreed by the Parties. Unless otherwise agreed by the Parties, the mediator shall be disqualified from serving as an arbitrator in the case. The Parties understand and agree that if the arbitrator or arbitral panel awards any relief that is inconsistent with the Limitation of Liability provision of these Policies and Procedures, such award exceeds the scope of the arbitrator’s or the arbitral panel’s authority, and any Party may seek a review of the award in the exclusive jurisdiction and venue of the courts in Kent County in the State of Delaware, unless the laws of the jurisdiction in which you reside require otherwise. The Parties agree to toll any applicable statute of limitations and filing fee deadlines while the Parties engage in this informal dispute resolution process from the date the Dispute Notice is received to the date an arbitration is commenced or the conclusion of the 60-day period described above, whichever is sooner, unless further tolling is agreed to by the Parties in writing.

   Except as provided herein, the arbitrator, and not a court, shall have the exclusive authority to resolve any dispute relating to the scope, interpretation, applicability, enforceability or formation of this Dispute Resolution Agreement, including, but not limited to, any claim that all or any part of this Dispute Resolution Agreement is void or voidable, is unconscionable, or has been waived. The parties expressly delegate all such issues to the arbitrator. However, notwithstanding anything in this Dispute Resolution Agreement, or any rule or provision of the JAMS rules, any issue concerning the validity of the class, collective, representative or joint action waivers provided in this Dispute Resolution Agreement must be decided by a court, and not an arbitrator. Except as provided for herein, if any provision of this Dispute Resolution Agreement is adjudged to be void or otherwise unenforceable, in whole or in part, such adjudication shall not affect the validity of the remainder of the Dispute Resolution Agreement.

   Notwithstanding the foregoing, venue and jurisdiction for any claims or disputes arising under or relating to the Affiliate Agreement brought by residents of Louisiana shall be established pursuant to Louisiana law.

4. Waiver of Class Action and Jury Trial. THE NEGOTIATION, MEDIATION OR ARBITRATION OF ANY DISPUTE SHALL BE LIMITED TO INDIVIDUAL RELIEF ONLY AND SHALL NOT INCLUDE CLASS, COLLECTIVE OR REPRESENTATIVE RELIEF. IN ANY ARBITRATION OF A DISPUTE, THE ARBITRATOR OR ARBITRAL PANEL SHALL ONLY HAVE THE POWER TO AWARD INDIVIDUAL RELIEF AND SHALL NOT HAVE THE POWER TO AWARD ANY CLASS, COLLECTIVE OR REPRESENTATIVE RELIEF. THE PARTIES UNDERSTAND AND AGREE THAT EACH IS WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS, COLLECTIVE OR OTHER REPRESENTATIVE ACTION.

5. Although the Affiliate Agreement is made and entered into between Affiliate and Company, Company affiliates, owners, members, managers and employees (“Related Parties”) are intended third-party beneficiaries of the Affiliate Agreement for purposes of the provisions of the Affiliate Agreement referring specifically to them, including this agreement to negotiate, mediate and arbitrate. The Parties acknowledge that nothing contained herein is intended to create any involvement by, responsibility of, or liability for, the Related Parties with respect to any dealings between Affiliate and Company, and the Parties further acknowledge that nothing contained herein shall be argued by either of them to constitute any waiver by the Related Parties of any defense which Related Parties may otherwise have concerning whether they can properly be made a party to any dispute between the other parties.

6. To the fullest extent allowed by law: (i) the costs of negotiation, mediation and arbitration, including fees and expenses of any mediator, arbitrator, JAMS, or other persons independent of all Parties acting with the consent of the Parties to facilitate settlement, shall be shared in equal measure by Affiliate, on the one hand, and Company and any Related Parties involved on the other, except where applicable law requires that Company bear any costs unique to arbitration (which Company shall bear); and (ii) the arbitrator or arbitral panel or, in the case of provisional or equitable relief or to challenge an award that exceeds arbitral authority as described in this Dispute Resolution Agreement, the court, shall award reasonable costs and attorneys’ fees to the person or entity that the arbitrator, arbitral panel, or court finds to be the prevailing party; provided, however, that if fees are sought under a statute or rule that sets a different standard for awarding fees or costs, then that statute or rule shall apply.

7. Nothing in the Agreement shall prevent either Party from applying for or obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction, or other equitable relief available to safeguard and protect such Party’s interests or its Confidential Information prior to, during or following the filing of an arbitration or other proceeding, or pending the rendition of a decision or award in connection with any arbitration or other proceeding.

8. Any Party may seek specific performance of this Dispute Resolution Agreement, and any Party may seek to compel each other Party to comply with this Dispute Resolution Agreement by petition to any court of competent jurisdiction. For purposes of any provisional or equitable relief sought under this Dispute Resolution Agreement, the Parties consent to exclusive jurisdiction and venue in the courts in Kent County in the State of Delaware, unless the law of the jurisdiction in which you reside requires otherwise. The pendency of mediation or arbitration shall not preclude a Party from seeking provisional remedies in aid of the arbitration from a court of appropriate jurisdiction, and the Parties agree not to defend against any application for provisional relief on the ground that mediation or arbitration is pending.

9. Mass Arbitration Process Requirements. If twenty-five (25) or more similar Disputes are asserted against Company at or around the same time, and such Disputes involve the same or coordinated counsel or are otherwise coordinated and present substantially similar factual and legal issues (and your Dispute is one such Dispute), you understand and agree that the resolution of your Dispute might be delayed. You also agree to the following staged arbitration process, which unless otherwise stated in this paragraph provides additional requirements for arbitration and does not supplant the foregoing dispute resolution provisions. This process is intended to promote efficient, cost-effective resolution and does not limit your or Company’s right to pursue individual arbitration of any dispute.

10. Initial Bellwether Arbitrations. The parties agree that up to Twenty (20) individual Disputes shall be selected to proceed to individual arbitration proceedings as part of a first batching process, ten (10) of which will be selected by the claimants and ten (10) of which will be selected by Company. These arbitrations will proceed individually, with a different arbitrator assigned to each unless the parties agree otherwise. The parties agree to cooperate in selecting a diverse sample of claims.

11. Mediation After Initial Arbitrations. If after the conclusion of the initial twenty (20) proceedings the parties are unable to resolve the remaining Disputes, the parties shall participate in a global mediation session before a retired state or federal court judge, for which Company will pay the mediator's fee. If the parties are unable to resolve the remaining Disputes through mediation at this time, then forty (40) Disputes shall be selected to proceed to individual arbitration proceedings as part of a second batching process, twenty (20) of which will be selected by the claimants and twenty (20) of which will be selected by Company. (If there are fewer than forty (40) Disputes remaining, all shall proceed.)

12. Subsequent Stages. In any batching process, a single arbitrator shall preside over each proceeding, and only one proceeding may be assigned to each arbitrator unless the parties agree otherwise. If the parties are unable to resolve the remaining Disputes after the conclusion of the forty (40) proceedings, the parties shall participate in another global mediation session before a retired state or federal court judge, for which Company will pay the mediator's fee. If the parties are unable to resolve the remaining Disputes in mediation at this time, this staged process shall continue with no more than one hundred (100) Disputes proceeding at any time in a staged order that is selected randomly or by JAMS, until all the coordinated Disputes, including your Dispute, are adjudicated or otherwise resolved.

13. Voluntary Mediation at Any Time. At any time during these proceedings, either party may request a global mediation and we agree to participate in a global mediation session should your counsel request it in an effort to resolve all remaining claims. Such a mediation shall not affect a party’s right to proceed with arbitration if the mediation is unsuccessful.

14. Staying and Tolling. Any applicable statute of limitations on your Disputes and filing fee deadlines shall be tolled for claims subject to this section regarding "Mass Arbitration Process Requirements" from the time Disputes are selected for the first set of batching proceedings until the time your Dispute is selected to proceed in arbitration, withdrawn, or otherwise resolved.

15. Enforcement and Process Oversight. A court of competent jurisdiction shall have authority to enforce this section regarding “Mass Arbitration Process Requirements” and, if necessary, to enjoin the filing or prosecution of arbitration demands against Company. Should a court of competent jurisdiction decline to enforce these “Mass Arbitration Process Requirements,” you and we agree that your and our counsel shall jointly request that JAMS appoint a Process Arbitrator and engage in good faith and with the assistance of the Process Arbitrator to resolve procedural disputes, ensure fairness, and devise and implement procedures that ensure that arbitration remains efficient and cost-effective for all parties. The parties agree that the Process Arbitrator shall have authority to modify the batching procedure as necessary to comply with applicable law and ensure efficient and timely resolution of claims. Either party may engage with the JAMS to address reductions in arbitration fees.

16. Compliance with JAMS Rules. This provision is intended to comply with the JAMS Minimum Standards of Procedural Fairness. To the extent of any conflict between this section and the JAMS Rules or applicable law, the JAMS Rules and law shall control.

11.4 Governing Law and Jurisdiction

This Affiliate Agreement is to be construed in accordance with and governed by the laws of the State of Delaware, without regard to its choice of law principles, and the Federal Arbitration Act shall govern the Dispute Resolution Agreement of these Policies and Procedures and the Affiliate Agreement without giving effect to any state law to the contrary. Except as provided herein, and to the fullest extent permitted under applicable law, jurisdiction and venue of any matter or Dispute not subject to arbitration shall reside exclusively in a state or federal court sitting in Kent County, State of Delaware, unless the laws of the state in which you reside requires otherwise.

12.0 MISCELLANEOUS

12.1 Severability

If any provision of the Affiliate Agreement is found to be invalid, or unenforceable for any reason, only the invalid provision shall be severed. The remaining terms and provisions hereof shall remain in full force and shall be construed as if such invalid or unenforceable provision never had comprised a part of the Affiliate Agreement.

12.2 Waiver

1. Only an officer of Company can, in writing, affect a waiver of any provision of the Affiliate Agreement. Company's waiver of any particular breach by an Affiliate shall not affect Company’s rights with respect to any subsequent breach, nor shall it affect the rights or obligations of any other Affiliate. A waiver in one instance does not constitute a waiver at any other point for that Affiliate or for any other Affiliate likely situated.

2. The existence of any claim or cause of action of an Affiliate against Company shall not constitute a defense to Company's enforcement of any term or provision of the Affiliate Agreement.

12.3 Successors and Claims

This Affiliate Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.