Master Affiliate Compensation and Payments Terms of Services

The PassPass Partner Affiliate Plan is a two-tiered structure with five ways to earn residual commissions as well as a bonus structure for achieving certain Affiliate Starter Kit (the “Starter Kits”) sign-up milestones, including, but not limited to:[1]*

Earning up to thirty percent (30%) of personal Tier 1 PassPass membership sales on active, paying PassPass Members for your life as an active PassPass Affiliate;

Earning up to fifteen percent (15%) of Tier 2 PassPass membership sales on active, paying PassPass Members for your life as an active PassPass Affiliate;

Earning a $50 commission per referral for any PassPass Affiliate sign up;

Earning up to $23,450 in Fast Start bonuses for Starter Kit and/or PassPass Membership sales within the first thirty (30) days of your original sign-up as a PassPass Affiliate; and

The right to receive one-time, volume-based and monthly bonuses for Tier 1 and Tier 2 sales volume

Affiliates and their respective sales associates (the “Affiliate Sales Associates”) agree, at all times, to the terms of the latest version of the Master Affiliate Terms of Services (as updated from time to time, the “Terms of Services”) located at passpass.com/legal. For purposes of these Terms of Services, “Company” or “PassPass” shall refer to PassPass, LLC, a Texas limited liability company

Affiliate Starter Kits

PassPass is now offering the Starter Kits for sale to prospective PassPass Affiliates. Purchase of the Starter Kits allows such PassPass Affiliates to access a variety of tools and resources provided by PassPass to support and further bolster their promotional and sales efforts through the training materials, resources and support provided by PassPass following purchase of a Starter Kit. Additionally, Affiliates who sell Starter Kits to fellow prospective Affiliates are entitled to receive the bonuses and commissions set forth in these Terms of Services, along with additional, exclusive perks, access and other resources, including, but not limited to:

Automatic status as a Diamond PassPass Member for the first month (i.e., first thirty (30) days) following an Affiliate’s initial sign-up as PassPass Affiliate PassPass Affiliate Portal access with a unique link and CR code specific to the Affiliate;

Percentage-based commissions for Tier 1 and Tier 2 sales volumes (in each case, solely as to active PassPass members) of such Affiliate for the entire life of such Affiliate’s status as a PassPass Affiliate, subject, in any event, to the suspension and termination rights of PassPass based upon the continued status of such Affiliate as an active PassPass Affiliate as set forth in these Terms of Services;

Fast Start bonuses and commissions based upon “personal sales volumes” (as defined below) of such Affiliate within thirty (30) days of the Affiliate’s initial sign-up as PassPass Affiliate (as set forth in further detail in the table below under “Fast Start Bonuses (Within 30 Days of Affiliate’s Sign-up with PassPass Only)”);

10,000 free PassPass membership points;

Free sales training materials and resources and direct support provided by PassPass; and

Access to exclusive, Affiliate-only events and giveaways.

Fast Start Bonuses (Within 30 Days of Affiliate’s Sign-up with PassPass Only)

Affiliates can earn Fast Start bonuses and commissions based upon “personal sales volumes” of such Affiliate within thirty (30) days of the Affiliate’s initial sign-up as PassPass Affiliate.

*“Personal Sales Volume” includes any Starter Kits sold by an Affiliate along with any PassPass Membership sales where the PassPass Member does not buy a Starter Kit and signs up as a PassPass Gold, Platinum or Diamond Member.

**This is the number of Starter Kits an Affiliate must personally sell to hit the corresponding volume milestone. In order for Starter Kits to qualify towards the sales volume milestones set forth above as to an Affiliate selling Starter Kits, the Affiliate who purchased the Starter Kit must also successfully pay for their second month of the PassPass Membership.

***Based upon $50 commission per Starter Kit sold.

One-Time, Tier 1 and Tier 2 Sales Volume Bonuses (Outside of First 30 Days of Affiliate’s Sign-up Only)

In addition to the Fast Start bonuses and commissions set forth above, Affiliates can earn one-time, volume-based bonuses for Tier 1 and Tier 2 sales volumes of such Affiliate, in each case, outside of the initial thirty (30) days of the Affiliate’s sign-up as a PassPass Affiliate.

*One-time bonuses are payable only for Tier 1 and Tier 2 sales volumes of the Affiliate outside of the first thirty (30) days of an Affiliate’s original sign-up as a PassPass Affiliate. If an Affiliate has met any of the sales volume milestones set forth above within thirty (30) days of their original sign up as a PassPass Affiliate, the Affiliate will not be eligible for the one-time bonuses set forth above.

Commissions, Bonuses, Promotions and Payouts

Commissions and Payouts. To receive the commissions and payouts under these Terms of Services set forth above, any Affiliate and/or Affiliate Sales Associate (with each of the foregoing referred to in this “Commissions, Bonuses, Promotions and Payouts” Term of Services each, and collectively, as an “Affiliate”) must maintain the requirements set forth below.

The Affiliate must be an active PassPass member, and, if such Affiliate’s PassPass member account goes inactive for more than sixty (60) consecutive calendar days or more than an aggregate of one hundred twenty (120) calendar days during any calendar year, the Affiliate may be subject to account suspension or termination. See the PassPass Premier Partners Master Services Agreement (the “Premier Partners MSA”) for additional detail concerning prospective suspension and/or termination rights of the Company.

If an Affiliate’s account is suspended, past earnings of such Affiliate up until the date of its account suspension will continue to be shown in its account until the account is reactivated or terminated, but no new commissions will be earned by Affiliate following such suspension until the account is reactivated.

If an Affiliate’s account is terminated due to continued non-member status as set forth under Section 1.a above, any commissions on future earnings otherwise payable to Affiliate may be forfeited. See the Premier Partners MSA for additional detail concerning the foregoing.

If a Tier 2 Affiliate is referred by a Tier 1 Affiliate and such Tier 1 Affiliate has additional and/or separate active sales volume, and the Tier 2 Affiliate is suspended or terminated from the PassPass Affiliate Program, the sales volume of such Tier 2 Affiliate will still be considered “active” solely for purposes of calculating or determining such Tier 1 Affiliate’s commissions, and the Tier 1 Affiliate will continue to earn override commissions from the suspended or terminated Tier 2 Affiliate’s corresponding sales volume as long as the Tier 1 Affiliate is active and in good standing under the Affiliate and as long as the applicable Tier 2 Affiliate’s memberships are active.

All Affiliates must follow the Company’s then-current personal conduct policy, which the Company may amend, supplement, revise and/or otherwise updated from time to time, in its sole discretion.

If an Affiliate’s account is terminated due such Affiliate’s violation of or other non-compliance with the Company Personal Conduct Policy, all accrued commissions payable to such Affiliate through the date of termination of such Affiliate’s account will be paid out by the Company within 30 days of the date of such termination; provided, however, that, following such termination date, no future earnings will be accrued or paid to such Affiliate.

The Company alone is responsible for determining if an Affiliate and/or Affiliate Sales Associate has broken the personal Company’s Personal Conduct Policy and the Company shall have the right to suspend, terminate or reinstate the Affiliate’s and/or Affiliate Sales Associate’s account in the event of any breach of the Company’s Personal Conduct Policy .

The Affiliate must maintain a synced bank account to the PassPass Affiliate Portal through the payment integration page of the PassPass Affiliate Portal in the admin tools in order to receive any payouts which such Affiliate is entitled to pursuant to these Terms of Services. See the Premier Partners MSA for additional detail concerning the Affiliate’s obligations to maintain a synced bank account to the PassPass Affiliate Portal.

If an Affiliate’s previously synched bank account becomes inactive due to any reason, any earnings that have accrued and are otherwise payable to Affiliate pursuant to these Terms of Services will remain unpaid in the Affiliate account, to be withdrawn at a future date when the Affiliate’s bank is later re-synced or reinstated. If an Affiliate is an active PassPass member and in good-status, future earnings will continue to be accrued and can be withdrawn by such Affiliate at a future date when the bank account is synced through the PassPass Affiliate Portal.

Unless other mutually agreed upon by the Company and such Affiliate and a separate, corresponding agreement is entered into in connection therewith, Affiliates are considered independent contractors, and not employees, partners or co-venturers of or with the Company, and will have no-rights to Company benefits or corporate programs and will receive non-employee compensation 1099 forms at the end of each fiscal year within 90 days of the expiration of such previous fiscal year. No Affiliate shall have any power, right or authority, expressed or implied, to create or assume in any manner any obligation of any kind on behalf of the Company or in the Company’s name, and shall not represent otherwise or hold itself out as such for any purposes whatsoever. Each Affiliate will be solely responsible for paying all taxes incurred by such Affiliate as a result of these Terms of Services and its association with the Company, and the Company shall not be responsible for the payment of any taxes owed by any Affiliate.

Payments and commissions owed to Affiliates hereunder cannot be transferred between accounts for any reason. If an Affiliate is suspended or terminated from the PassPass Affiliate Program and such Affiliate attempts to sign up under the PassPass Affiliate Program under a different account, such Affiliate shall have no rights to earnings earned from its previous Affiliate account(s) and all such earnings shall be forfeited.

Starter Kit Commissions.

Affiliates can earn set, dollar value and percentage-based commissions for each Starter Kit sold by, and/or PassPass Membership signed up through, such Affiliate, in each case, in accordance with the table set forth below. For purposes of clarity and the avoidance of doubt, the Starter Kit Commission (as set forth in the table below) available to Affiliates will be the same regardless of the level of PassPass membership of any Affiliate, whereas (as set forth in the table below), the Tier 1 and Tier 2 base commissions are dependent upon the then-current level of PassPass membership (i.e., Gold, Platinum or Diamond) of the Affiliate.

The Starter Kit commissions set forth above are earned on a monthly basis and are calculated as follows:

Commissions are calculated based on the previous month’s active paid memberships, and determined as of the last day of the previous month.

Commissions shall be paid by the Company on or before the last day of the month following the previous month on which an Affiliate’s active paid memberships are calculated.

Chargebacks or refunds from previous months may be deducted by the Company from the payment of future monthly commissions earned and owed by the Company and will be shown within such future month’s payout report.

c. For purposes of clarity, Affiliates will not earn the $50 Starter Kit commission for any PassPass sign-up that is made through an annual membership purchase. Only monthly membership enrollments that result in a Starter Kit purchase and a successful second monthly payment will qualify for the $50 commission.

Affiliate Membership Commissions. All Affiliate membership commissions contained in these Terms of Services other than the Starter Kit commissions are earned on a monthly basis and are calculated as follows:

Commissions are calculated based on the previous month’s active paid memberships, and determined as of the last day of the previous month.

Commissions shall be paid by the Company on or before the last day of the month following the previous month on which an Affiliate’s active paid memberships are calculated.

Chargebacks or refunds from previous months may be deducted by the Company from the payment of future monthly commissions earned and owed by the company and will be shown within such future month’s payout report.

For purposes of clarity and the avoidance of doubt, as to the Fast Start commissions (i) such commissions are only based upon and payable in connection with the personal sales volumes (as such term is defined under “Fast Start Bonuses (Within 30 Days of Affiliate’s Sign-up with PassPass Only)”) above of an Affiliate within thirty (30) days of the Affiliate’s initial sign-up as PassPass Affiliate and (ii) in order for Starter Kits to qualify towards the personal sales volume milestones for such Fast Start commissions, the Affiliate who purchased the Starter Kit must also successfully pay for their second month of the PassPass Membership.

Affiliate Bonuses.

All Affiliate bonus payouts contained in these Terms of Services (including, specifically, the Fast Start bonuses and the one-time, Tier 1 and Tier 2 sales volume-based bonuses, each as set forth above) are calculated at the time of achieving the applicable, corresponding sales volume milestone(s) and shall be paid out by the Company as follows:

For the Fast Start bonuses, within 30 days from the expiration of the Affiliate’s applicable initial thirty (30) day period following such Affiliate’s sign up as a PassPass Affiliate; and

For the one-time, volume-based bonuses, within thirty (30) days of the last day of the previous month where such Tier 1 and Tier 2 sales volume milestone was achieved.

For purposes of clarity and the avoidance of doubt, as to the one-time, Tier 1 and Tier 2 sales volume-based bonuses (i) such bonuses are payable only for Tier 1 and Tier 2 sales outside of the first thirty (30) days of an Affiliate’s original sign-up as a PassPass Affiliate, (ii) if an Affiliate has met any of the one-time, Tier 1 and Tier 2 sales volume-based bonuses during its initial thirty (30) day period following its original sign up as a PassPass Affiliate, the Affiliate will not be eligible to receive any one-time, Tier 1 and Tier 2 sales volume-based bonuses otherwise corresponding to such sales volume milestones, and (iii) if the active Tier 1 and Tier 2 sales volume of an Affiliate falls below a previously-met milestone and then subsequently reaches or exceeds such previously-obtained milestone again, the Affiliate will not receive a second bonus as to such milestone.

Volume Bonuses: Affiliates are able to receive the volume bonuses set forth below based upon the qualified sales volume (the “QSV”) milestones of such Affiliate’s “Team,” for all Tier 1 and Tier 2 sales of any PassPass Memberships and Starter Kits sold by such Affiliate and/or its Affiliate Sales Associates.

Additional Terms and Provisions

Sales Targets. There are no mandatory sales targets for earning the direct sales commissions set forth in these Terms of Services.

Training and Support. The Company will use good faith efforts to provide necessary sales training and support materials to all Affiliates and Affiliate Sales Associates to help them effectively sell PassPass memberships and recruit a productive sales team.

Intellectual Property; Marketing and Advertising. Each of the Company and the Affiliate acknowledges that all intellectual property rights of the other, including, but not limited to, its trademarks, logos, trade names, trade dress, service marks, copyrights, domain names, designs, brand names, labels, promotional slogans, other trade designations and marketing materials and all updates, enhancements, and derivative works to any of the foregoing (collectively, and as applicable to each of the Company and the Affiliate, the “Marks”), are, and at all times shall remain, the sole and exclusive property of the Company or the Affiliate, as applicable, or, to the extent any of the Marks are owned by third parties, the Company or the Affiliate, as applicable, shall exercise all rights to such granted to the other party by, or on behalf of, such third parties for the purposes of these Terms of Services. Each of the Company and the Affiliate reserves all rights to use and discontinue the use of its Marks, including the right to license the use of its Marks on merchandise, goods, items, and services. Each of the Company and the Affiliate grants to the other, solely for so long as the Affiliate remains an active PassPass Affiliate in accordance with these Terms of Services, a limited, non-exclusive, non-assignable, non-transferable license to use such party’s Marks and other related materials solely in connection with each party’s performance and obligations under these Terms of Services, and, in no event, shall this license transfer any ownership rights of the Marks or any other intellectual property rights of either the Company or the Affiliate to the other, as applicable. Additionally, each of the Company and the Affiliate (and its Affiliate Sales Associates) are permitted to use approved marketing and advertising materials provided by the other party. Any personal marketing efforts must adhere to the Company’s or the Affiliate’s respective brand guidelines, as applicable.

Compliance and Ethics. All Affiliates and Affiliate Sales Associates are expected to follow ethical sales practices. Misrepresentation of any Company products or services or misleading sales tactics will result in immediate termination of such Affiliate’s Affiliate Agreement with the Company and forfeiture of all accrued and future commissions. All Affiliate and Affiliate Sales Associates must adhere to the Company’s Personal Conduct Policy.

Miscellaneous.

Governing Law; Venue. These Terms of Services shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflicts of law principles. Any controversy, dispute or claim arising out of or relating to these Terms of Services, and/or any breach or alleged breach hereof, shall be resolved and settled by arbitration in the State of Texas, sitting in Montgomery, Texas, in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Entire Agreement; Amendment. These Terms of Services, including and together with any related exhibits, schedules, attachments and appendices, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, whether oral or written, between the parties relating thereto. Notwithstanding anything contained herein to the Company, the Company reserves the right, in its sole discretion, to periodically update these Terms of Services without prior notice to the Affiliate. These Terms of Services may be amended only in writing signed by both parties.

Waivers. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of these Terms of Services or to exercise any right or remedy consequent upon a breach thereof will constitute a waiver of any such breach or any other covenant, duty, agreement or condition.

Successors and Assigns; Assignment. These Terms of Services will be binding upon and inure to the benefit of the parties hereto and, except as otherwise expressly provided herein, their respective heirs, executors, administrators, representatives, successors and permitted assigns. These Terms of Services may not be assigned, transferred or otherwise disposed of by the Affiliate, whether voluntarily or involuntarily, by operation of law or otherwise, without the prior written consent of the Company.

Due Execution and Enforceability. Each party acknowledges and agrees that it has full power and authority to enter into and to perform its obligations under these Terms of Services in accordance with the terms set forth herein. These Terms of Services constitutes the legal, valid and binding obligation of each party hereto, enforceable against such party in accordance with its terms.

No Conflicts. Each party’s execution, delivery and performance of these Terms of Services will not result in any violation of, be in conflict with or constitute a default under any law, statute, regulation, rule, order or other legal requirement or any contract, agreement, lease, license or other document binding upon such party.

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[1]* This list of bonuses and commissions are provided solely as a summary of the potential (and not guaranteed) bonuses and commissions which a PassPass Affiliate may be entitled to. The list is not intended to be comprehensive, and, in any event is qualified in its entirety by the more detailed terms, conditions and information set forth in these Terms of Services, with such specific terms, conditions and information controlling the actual bonuses and/or commissions to which a PassPass Affiliate may be entitled.