This Membership Terms and Conditions (“Agreement”) is made between DeniseLawrence.com (hereinafter known as

“Company”) and the person named in the Name of Applicant field on the front of this Agreement (hereinafter known as

“Applicant”) and collectively referred to as the “Parties”.

Capacity: Applicant certifies that Applicant is of legal age in the state of Applicant’s residency and has the legal capacity

to apply for this Membership and to enter into this Agreement.

Relationship: Applicant understands and agrees that by entering into this Agreement, Applicant will become a member of

the DeniseLawrence.com loyalty program (“Member”) and will concurrently be part of the DeniseLawrence.com (“Network”).

Membership in the Network (‘Membership”) may provide Applicant with eligibility to receive various discounts, rebates,

bonus rewards, points, gifts, coupons, cash, and other loyalty incentives (“Rewards”) as well as other products, programs,

privileges and services (“Benefits”) based on certain Qualified Transactions by Applicant at merchants in the Network

(“Network Merchants”).For purposes of this Agreement, a “Transaction” is a purchase made by a Member of the Network

at a Network Merchant and a “Qualified Transaction” is a purchase made by a Member of the Network at a Network

Merchant that is successfully tracked by the Company for which a fee is paid by the Network Merchant to the Company

(the “Referral Fee”) and is successfully collected by Company and not disputed by Merchant. Other participants in the

Network that may be third party beneficiaries of the rights of Company under this Agreement include, without limitation,

Network Participants (herein defined), the LoyaltyShare Clearinghouse, independent accredited financial institutions

(“Banks”) and/or processors (all hereinafter collectively referred to as a “Third Party Provider(s)” or “TPP(s)”). Applicant

agrees that TPPs may be used for more than one purpose, including, but not limited to, tracking of Qualified Transactions

using the Network Card (“Card”) delivered to Applicant in conjunction with this Agreement. Company may provide

Applicant with a password-protected Online Member Management Page showing an Activity Report of the Rewards

earned, tracked and successfully collected. If Applicant fails to notify Company within 60 days following a Transaction by

Applicant that the Transaction is not reflected or is inaccurate on the Activity Report as a Qualified Transaction, Applicant

shall be deemed to have waived all rights with respect to that Transaction.

Cost of Membership: Memberships in the Network are sold by various participants in the Network (“Network

Participants”) on behalf of Company. Applicant acknowledges that the Network Participant that provided this Application to

Applicant (the “Enroller”) is collecting the fees for this Membership (“Membership Fees”) for its own account. The retail

market value of this Membership is $25.00 and Applicant should not pay any Membership Fees in excess of that

amount to any party. Applicant hereby releases Company from any and all claims that Applicant may have against

Company in connection with any Membership Fees paid by Applicant to any party other than Company, or in connection

with any acts, omissions, representations or guarantees made by any party other than Company, with respect to

Applicant’s Membership. Applicant agrees that the Membership Fee is a non-refundable, non-transferable fee that gives

rights to the benefits attached to the Membership of Applicant for an initial period of one year from the date of activation

and is deemed earned upon issuance of the Membership, regardless of the Rewards or Benefits received or not received

by Applicant.

Member Information: Company may verify, authenticate, register, forward, assign, license and/or transfer any

information contained in or related to this Agreement to TPPs and/or Network Participants for the purpose of fulfilling the

terms of this Agreement and for providing Customer Relationship Management (“CRM”) products and services to Network

Participants.

Term & Termination: Upon complete payment of the Membership Fee and activation of the Card, Membership is valid for

a one-year term (“Term”). After the initial Term, the Membership shall automatically renew each year for an additional

one-year Term(s) upon payment of the then-current Renewal Fee being charged by the Company for Membership

renewals until the expiration of the Card, whereupon Applicant’s Membership pursuant to this Agreement shall terminate.

The Membership may be (i) terminated by Member at any time with a two week notice and with no right to a pro rated

Membership Fee reimbursement or (ii) suspended or terminated by Company, at its sole discretion and without further

obligation, if Applicant breaches this Agreement or any terms related to any Rewards or Benefits offered through the

Network or on the renewal date each year provided that Company does not collect any Renewal Fee from Applicant.

Expiration or termination of this Agreement for any reason will release Company and/or all TPP from any further

obligations under this Agreement. Notwithstanding the expiration or termination of this Agreement for any reason,

Applicant shall remain liable for any Rewards paid to Applicant based on a Referral Fee that is refunded to a Network

Merchant, in Company’s sole discretion.

Renewal: Unless terminated by Applicant in accordance with the terms hereof. Applicant understands and agrees to pay

and/or be charged the Renewal Fees applicable on the renewal date of this Membership. If the Renewal Fees are not

paid as provided herein, Applicant’s Membership may, at Company’s discretion, be immediately terminated The Renewal

Fee shall be paid as follows, in Company’s sole discretion: (a) the Renewal Fee may be charged to the credit card listed

on this application, (b) Company shall be entitled to debit the Renewal Fee from Applicant’s Designated Checking/Savings

Account set forth herein (the “Designated Account”), (c) the Renewal Fee may be paid by Applicant upon receipt of notice

of renewal from Company, or (d) Company shall be entitled to retain up to one hundred percent (100%) of the Referral

Fees paid by a Network Merchant to Company based on Applicant’s Qualified Transactions until such time as Company

has received an amount equal to the Renewal Fee.

Replacement Cards/Additional Cards: In the event that Applicant’s Card is lost, stolen, ceases to work due to ordinary

wear and tear or as a result of damage, expires or otherwise needs to be replaced, there will be a fee to replace the Card

(a “Replacement Fee”). Additionally, each Card issued by Company has an expiration date and must be replaced upon

such expiration. If Applicant elects to order a replacement Card, the Replacement Fee for such Card will be the price

determined by Company from time to time, in Company’s sole discretion, regardless of the Membership Fee paid for this

Membership.

Card Deterioration: Applicant acknowledges that Cards utilize a magnetic strip that allows for the tracking of

transactions. Applicant acknowledges that such magnetic strips only function for a limited period of time. Company makes

no representations or warranties regarding the useful life of each Card. Any Card that requires replacement during the

Term of Applicant’s Membership because the magnetic strip has ceased to function shall be subject to the Replacement

Fee, regardless of the amount paid for the original Membership.

Fraud: Applicant understands and agrees that Applicant shall not use the Membership or the Card in a fraudulent,

malicious and/or dishonest manner. Company, its assignee and/or Affiliated Companies as well as any TPP and/or

Network Participant that may have a cause of action shall be authorized to report to state and/or federal authorities, and to

file a civil and/or criminal suit for any fraudulent, malicious and/or dishonest use of the Card, Membership, Network and/or

Rewards by Applicant. If Company, a Network Participant or TPP consider that Applicant used and/or uses the

Membership and the Card in a fraudulent, malicious and/or dishonest manner, they shall have the right to immediately

terminate this Agreement and to not pay any pending Rewards Applicant may have otherwise been entitled to. Applicant

acknowledges and agrees that if Applicant uses the Membership and/or Card in a fraudulent, malicious and/or dishonest

manner, Company may suffer an irreparable harm to its business or assets. Accordingly, Company shall be entitled to

seek injunctive relief against Applicant; provided however, no specification in this Agreement of any particular remedy

shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this

Agreement.

Disclaimer: Company and/or TPPs make no representations or warranties, express or implied, of any kind including, but

not limited to, any earnings, Rewards and/or Benefits other than those expressly included in this Agreement. COMPANY

SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR

OTHERWISE, BEYOND THOSE CONTAINED IN THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE

IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR

PURPOSE, OR ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF

PERFORMANCE. COMPANY DOES NOT WARRANT OR GUARANTEE THAT THE TRACKING, MATCHING,

PROCESSING OR SETTLEMENT OF QUALIFIED TRANSACTIONS WILL BE FREE FROM ERRORS, INCLUDING

OMISSIONS, INTERRUPTIONS, DELAYS, LOSSES OR DEFECTS, WHETHER HUMAN OR MECHANICAL.

COMPANY DOES NOT WARRANT OR GUARANTEE THE CONTINUATION OF THIS AGREEMENT OR ANY

SPECIFIC SERVICE AND/OR PRODUCT BECAUSE OF TERMINATION OF BANKS, PROCESSORS, FINANCIAL

INSTITUTIONS, AND/OR ANY OTHER THIRD PARTY PROVIDER. Nothing in this Agreement is intended to or shall be

construed to constitute or establish an agency, joint venture, partnership, a franchise or fiduciary relationship between the

Parties and neither party shall have the right or authority to act for or on behalf of the other party.

Indemnification: Applicant agrees to indemnify and hold Company and TPP and their owners, directors, managers,

officers, employees, representatives, agents, affiliates, successors and permitted assigns harmless from and against any

and all liabilities, claims, suits, other legal actions and proceedings, demands, damages, losses, costs and expenses of

any kind or nature, including, without limitation, reasonable legal fees and expenses, arising out of or otherwise relating to

the failure of a TPP to process the payment of any Rewards, or relating to the Applicant’s breach or violation of any

provision of this Agreement, including but not limited to, any gross negligence or misrepresentation or fraud or violation of

any government laws, regulations or rules, or from a litigation between a Applicant and a Merchant for any reason

whatsoever. In addition, Applicant indemnifies and holds Company harmless against any claim arising from Applicant’s

failure to pay a Merchant during any transaction between the Applicant and a Network Merchant. Applicant further agrees

that if it commits fraud, violates any government laws, regulations or rules or breaches this Agreement, Company shall be

entitled to recover any reasonable attorneys’ fees in any legal prosecution or proceedings to enforce its rights under this

Agreement.

Rewards: Applicant acknowledges that the Rewards offered under the Network vary by Network Merchant and that all or

a portion of every Reward earned by Applicant (the “Charitable Portion”) will be directed to the Non-Profit Organization

(NPO”) designated by Applicant in this Agreement. Certain Network Merchants may require that the Charitable Portion

include the entire Reward generated by a purchase at that Network Merchant or be donated to a NPO chosen by that

Network Merchant. If Applicant fails to designate a NPO, then the Charitable Portion of any Reward earned by Applicant

may be donated to the Help Worldwide Foundation or such other qualified NPO chosen by Company, in its sole

discretion. Certain Network Merchants may offer a Reward on only a portion of the purchase price Applicant pays for

products and/or services; for example, paying a Reward based only on an initial up-front fee but not on subsequent

monthly fees. Certain Network Merchants may require that the Reward be paid in the form of a gift card that can only be

used at that Network Merchant. The foregoing are merely examples and not a complete list of the limitations that Network

Merchants can place on the Rewards they offer. Member agrees that Applicant’s rights as a Member of the Network to

earn Rewards are limited by the terms and conditions imposed by each Network Merchant on their participation in the

Network The nature of the Rewards and the amount of Rewards offered by and through Company, TPPs and/or Network

Merchants will vary and may be subject to change at any time without prior notification to Applicant. Company and/or

TPPs are not liable for paying Rewards that are uncollected or not collectable from the participating Network Merchant

and/or for any discounts that are not honored by the participating Network Merchant. Applicant acknowledges that a

Network Merchant may not pay any Rewards for certain products under applicable laws (“Restricted Items”). Applicant

shall always notify Network Merchant that Applicant is a Member of the Network and will earn Rewards from the

Transaction so that Merchant can exclude the cost of any Restricted Item being purchased by Member from the Qualified

Transaction amount.

Records and Payments: Applicant must select a method of payment on the Company website shown in this Agreement.

Based on (i) the undisputed collection of a Reward from a Merchant generated by a valid Qualified Transaction by

Applicant (ii) the payment method selected by Applicant on the website or the payment method required by the Network

Merchant (iii) a minimum accumulated rebate credit requirement of $25.00 (iii) and a ninety-day settlement period for each

Reward paid by Company and/or TPP under Applicant’s Membership, Applicant shall receive Applicant’s Reward, minus

any processing fees. Each selected payment method has a different processing period, as set forth on the website.

Applicant understands and agrees that Applicant shall always keep the declined transaction receipt pertaining to the

Card’s swipe or scan, as applicable. From time to time, Company reserves the right to select and change the method,

times and threshold amounts for payment of Rewards hereunder. In the event that a Network Participant and/or a TPP

disputes the validity of a Transaction and/or the payment of a Reward, Applicant must be able to document Applicant’s

purchase by either showing Applicant’s Transaction’s receipt or any other acceptable proof of Transaction (all together

“Documentation”) showing that the Transaction occurred and was valid and that the Card was properly swiped or

scanned, as applicable. Applicant shall hold Documentation for a Period of sixty (60) days following the Transaction. If

Applicant is unable to document the validity of the disputed Transaction, the Reward paid as a result of the disputed

Transaction will be credited back to the appropriate Network Participant. Any Rewards previously paid on disputed

purchases may be collected from future Rewards or debited from the Designated Account”, including chargebacks and

other associated fees charged by Company and/or TPP. This provision shall survive the termination of this Agreement for

any reason. In the event a payment is uncollectible for any reason, Applicant hereby authorizes Company and/or TPP’s to

attempt to collect the principal amount due plus any associated fee by resubmitting the returned item to the bank housing

the Designated Account and again attempt to collect the principal amount due plus any fees resulting from the failed

collection attempt, including a fee for insufficient funds (maximum as allowable by applicable state law).

Notifications: Applicant understands and agrees to receive communications, including but not limited to newsletters,

information pertaining to participating Merchants, payments, Rewards, or new Company services, from Company and/or

TPPs and/or Network Merchants through the email address provided. Applicant may elect to “opt-out” from receiving such

communications on his online account. If Applicant elects, at any time to receive a notification by text message and/or

email, Company and/or TPP and/or Network Merchants shall not be responsible for the cost of the receipt of text

messages charged by Applicant’s mobile carrier to Applicant nor for the cost of the internet connection used to access

Applicant’s email account to read email notifications.

Legal Notices: Applicant understands and consents to receiving notice from Company and/or TPPs through either (i)

Applicant’s Online Member Management Page; or (ii) the email address Applicant provides. Electronic communications

are presumed to be received by Applicant when sent by Company, whether they are actually received or not. Company

and/or TPPs are not responsible for Applicant’s inability to connect to the Internet, receive electronic communications, or

access the websites; nor for the cost of the internet connection used to access Applicant’s Online Member Management

Page and/or email account. Applicant may not “opt-out” from receiving legal notices.

Merchants: Company, TPPs and/or Network Participants shall have no obligation to honor Rewards and/or pay Rewards

for a purchase generated at a merchant that is not, at time of purchase, a Network Merchant. The aforementioned shall

apply even in the circumstances where a merchant unduly represents itself as a Network Merchant and/or displays a Help

Worldwide Network logo and/or decal on its walk-in or online store. Applicant understands that, except when specified,

Applicant shall only access online Network Merchants in the Help Worldwide Mall via the Company website in order for

the Rewards to be offered and/or the Rewards to be paid.

ACH Authorization: By completing the ACH Payment Authorization Information on this Application and Agreement,

Applicant authorizes Company and/or TPP’s to initiate electronic debit and credit entries (“Entry/Entries”) to the

Designated Account for the strict purpose of fulfilling the Terms and Conditions herein according to all Federal regulations

governing Automated Clearing House (“ACH”) services and electronic banking transactions governing the Network and

Applicant’s participation therein. Unless terminated earlier, this ACH Payment Authorization shall remain in full force and

effect during the Term(s) of this Agreement and thereafter until Bank and Company and/or TPP have received written

notification of Applicant’s request to terminate service or change the ACH Payment Authorization Information in such time

as to allow Company and/or TPP and Bank a reasonable amount of time to act upon such request which is subject to

reconciliation of outstanding payments due hereunder. If an erroneous Entry is made, Applicant will send written notice of

the alleged error to Company within forty–five (45) days after the Entry is posted in order for Company and/or TPPs to

research and correct, if necessary, the error. Applicant shall be responsible for all of Applicant’s Bank fees associated with

this Agreement.

Limit of Liability: Company and/or TPP’s total liability for loss or damage incurred by Applicant’s by or through its

participation in the Network, (including the loss of any Rewards or Benefits) shall not under any circumstances exceed

One Dollar and no/100 ($1.00). Company has no liability to Applicant for lost Rewards that might have been earned due to

Company’s discontinuation or modification of Company’s products or services, or a Network Merchant’s discontinuation or

modification of any Rewards offered by such Network Merchant or for delay by Company in acceptance of or rejection of

this Agreement or for a delay by Company in processing this Agreement. Company makes no guarantee, representation

or warranty with respect to any potential Rewards from Applicant’s participation in the Network.

If Company and/or any TPP are unable to perform any of its obligations under this Agreement due to any cause beyond

its reasonable control, then Company and/or TPP’s shall be excused and the time of performance shall be extended and

any and all claims against Company and/or TPP‘s shall hereby be considered as waived by Applicant.

Program Changes & Notifications: Applicant may not change or alter any term or condition of this Agreement without

Company’s prior written consent. Applicant agrees to abide by the Membership terms of individual Benefits and Rewards

provided by Company and/or TPPs from time to time. These terms may be modified from time to time by Company and/or

TPP who may change, suspend or discontinue any Reward, Benefit, aspect or feature of the Network or any Term or

Condition of this Agreement at any time, without prior notice or liability. Any notice given hereunder shall be in writing and

deemed to have been given when deposited in the US Mail or in a registered or certified pre-paid envelope or by

Company publication, email to Applicant, public announcement or posting on the Company’s Website and binding herein

by such notification.

Disputes: If any dispute relating to this Agreement, or the breach hereof, cannot be settled through a private negotiation

conducted in good faith, the Parties agree to settle by an arbitration administered by the American Arbitration Association

and such settlement shall be considered irrevocable and binding. Arbitration shall be conducted within the County of Los

Angeles, State of California and the arbitrators shall apply the substantive laws of the State of Delaware. The judgment

awarded shall be enforced by any court of competent jurisdiction. All disputes between Applicant and a Network Merchant

shall be settled between said Network Merchant and Applicant.

Entire Agreement & Assignment: This Agreement constitutes the entire understanding between Parties regarding

Applicant’s participation in the Network and is expressly intended to supersede any prior oral or written promises,

representations, guarantees or agreements related to Membership, including without limitation, any promises,

representations, guarantees or agreements related to Membership made by any party other than Company, and to

deprive them of any further force and effect. Should any provision of this Agreement conflict with any applicable state law

or is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction, such provision shall be

automatically restated to reflect the original intentions of the Parties in accordance with state laws and the remaining

terms of this Agreement will remain in full force and effect. Applicant understands and agrees that (i)Company may freely

assign, sell or transfer any of its right or obligations aforementioned to any assignee and (ii) Applicant shall not be

authorized to assign, sell or transfer any of its right or obligations without the prior express written authorization of

Company. The headings in this Agreement are included for convenience only.

Controlling Law, Venue and Waivers: This Agreement shall be governed construed and enforced in accordance with

the laws of the United States and the State of Delaware and the Parties consent to venue in the county of Los Angeles,

California. Under this Agreement, all rights, powers, performance obligations and privileges of the Parties are separate,

cumulative and can be exercised at the same time or successively. Waiver by either Party of any breach of any term of

this Agreement or failure to insist upon strict compliance with any term of this Agreement shall not operate or be

construed as a continuing waiver of such term or constitute a waiver of any other provisions.

Survival: All terms and obligations set forth in this Agreement which either expressly or by their nature (including without

limitation the provisions of this section) survive the termination or expiration of this Agreement, if necessary for the

completion of the obligations of this Agreement shall continue in full force and effect beyond such termination or expiration

until such time as they are satisfied and completed or by their nature expire.