TERMS OF SERVICE & AFFILIATE PARTICIPATION AGREEMENT

Authorization and Contract

By executing this Payroll Tax Advantage Insurance Solutions Terms of Service and Affiliate Program Participation Agreement (the “Agreement”), you apply for legal authorization to become an independent Payroll Tax Advantage Insurance Solutions Affiliate (a “Payroll Tax Advantage Insurance Solutions Affiliate”), to participate in the Payroll Tax Advantage Insurance Solutions Affiliate Program (as described in greater detail below), to enter into a contract with Payroll Tax Advantage Insurance Solutions and to accept all terms and conditions hereof and of all other applicable Payroll Tax Advantage Insurance Solutions agreements, including, but not limited to, the Electronic Signature Affiliate Application, the Privacy Notice, and the Terms of Use. This Agreement is created to provide detailed guidelines and limitations for all Payroll Tax Advantage Insurance Solutions Affiliates participating in the Payroll Tax Advantage Insurance Solutions Affiliate Program.

Description and Purpose of Payroll Tax Advantage Insurance Solutions Affiliate Program

Payroll Tax Advantage Insurance Solutions and its affiliate and its parent company Bertao Famil Industries Inc (collectively referred to herein as the “Company”). The purpose of the Payroll Tax Advantage Insurance Solutions Affiliate Program is to provide a frictionless web-based referral funnel and platform that will provide participants who have agreed to this Agreement and become an independent Payroll Tax Advantage Insurance Solutions Affiliate to identify and refer and introduce employers in the United States (each a “Business Customer”) with 3 or more W-2 employees (“Employees”) thereby generating referral fees and commissions for Payroll Tax Advantage Insurance Solutions and for the Payroll Tax Advantage Insurance Solutions Affiliate.

Payroll Tax Advantage Insurance Solutions has developed and provides, and is in the process of developing and offering, for Business Customers competitively-priced and tax-advantaged self-insured medical reimbursement plans (“SIMRP”), group health plans, wellness plans, participatory wellness plans, employee supplemental insurance benefit plans, benefits administration system and other unique and cost-effective plans (collectively, the “Company Products”).

As part of the strategic partnership, Payroll Tax Advantage Insurance Solutions will manage all aspects of the Affiliate Program. Payroll Tax Advantage Insurance Solutions has prepared, and will continually refine appropriate training, marketing, and sales modules and materials pertaining to our Company Products and other existing and future Products. To receive payment of commissions from the referral of certain of the Company Products, the Payroll Tax Advantage Insurance Solutions Affiliate an insurance license is not required. The Affiliate may not represent themselves as an insurance agent, Insurance salesperson or any sort of authority. In these cases, the affiliate may simply refer a client to the Payroll Tax Advantage Insurance Solutions specialists, and, as recompense for this effort, the affiliate shall be entitled to referral fees based on the revenue received from technology software and service fees. The affiliate will not be paid from the insurance premiums generated by the sale of these Company Products.

Payroll Tax Advantage Insurance Solutions is responsible for the provision of enrollment services, including the management of the closing process, document collection, payroll installation, remittance monitoring, and rollout of insurance and tax-related software and benefits pertaining to the existing and future Company Products furnished to referred Business Customers and their enrolled Employees by Payroll Tax Advantage Insurance Solutions.

As part of the Payroll Tax Advantage Insurance Solutions Affiliate Program, our Affiliates get access to proprietary software and a web-based referral platform (referred to herein as the “Benefits Platform”) to accomplish the cost-efficient referral of Business Customers to Payroll Tax Advantage Insurance Solutions and the tracking of enrolled referred Business Customers and their employees, the insurance premium billing and payments and the commissions generated from the Company Products or future Products for each of the Payroll Tax Advantage Insurance Solutions Affiliate Programs.

Acknowledgement of Risk:

Anyone participating in the Payroll Tax Advantage Insurance Solutions Program as an independent Payroll Tax Advantage Insurance Solutions Affiliate hereby acknowledges that there is no guarantee that any of the referrals or business leads will result in the sale or enrollment of a Company Product. Similarly, there is no guarantee that any referred Business Customer will purchase a Company Product or that the Business Customer’s Employees or Executives will enroll in the plan resulting in referral fees or commissions. Accordingly, Payroll Tax Advantage Insurance Solutions does not represent or provide any assurance or guarantee that a Payroll Tax Advantage Insurance Solutions Affiliate participating in the Payroll Tax Advantage Insurance Solutions Affiliate Program will be successful and generate any referral fees or any other income or result.

Individuals and entities participating in this program operate at their own risk, understanding that there is a potential for positive results but also the potential that the participant will incur or suffer a net financial loss. Given the contingent nature of this opportunity and the many uncertainties and factors outside of the control of Payroll Tax Advantage Insurance Solutions and their respective affiliates, the opportunity presents significant risks that a participant will not receive significant or any referral fees or commissions from the participant’s efforts or participation in the Payroll Tax Advantage Insurance Solutions Affiliate Program. In addition, participants in the Payroll Tax Advantage Insurance Solutions Affiliate Program should be aware that there is a significant period of time between making even a successful business referral and the actual receipt of earned referral fees or commissions by Payroll Tax Advantage Insurance Solutions generated from the referred Business Customers and their enrolled Employees and the payment of a Payroll Tax Advantage Insurance Solutions Affiliate’s share of such referral fee or commission. Therefore, any participants who desire or require regular and current compensation should not participate in the Payroll Tax Advantage Insurance Solutions Affiliate Program.

Strict Adherence to Process for Submission of Referred Businesses

Payroll Tax Advantage Insurance Solutions has established the Payroll Tax Advantage Insurance Solutions Benefits Platform for all of Payroll Tax Advantage Insurance Solutions Affiliates to refer potentially eligible Business Customers to the Payroll Tax Advantage Insurance Solutions Affiliate Program. This process includes, among other things, completing Payroll Tax Advantage Insurance Solutions business referral form which form is transmitted electronically to our scheduling a call between a representative of Payroll Tax Advantage Insurance Solutions and of the referred business with the goal of determining whether the business is interested in obtaining one or more of Company Products and providing information on the benefits to the referred Business Customer and its Employees and Executives of the Company Products. Adherence to this referral submission process allows Payroll Tax Advantage Insurance Solutions to track the progress of submitted business leads from the preliminary call between the business owner or senior executive officer and the representative of Payroll Tax Advantage Insurance Solutions, through the execution of the applicable enrollment and associated documentation by the referred business and its enrolled Employees and Executives, the collection of these documents by Payroll Tax Advantage Insurance Solutions, the payroll installation, remittance monitoring and collection of applicable premiums generated by the referred Business Customer and its enrolled Employees and Executives, the current and future commissions or referral fees earned or which potentially may be earned by Payroll Tax Advantage Insurance Solutions Affiliates, and finally Payroll Tax Advantage Insurance Solutions’ payment to the Payroll Tax Advantage Insurance Solutions Affiliate of his or her commissions or referral fees generated from the referred Business Customer under the Payroll Tax Advantage Insurance Solutions Affiliate Program.

Partial or Complete Loss or Delay in Receipt of Commission for Failure to Comply with Business Referral Process.

In the event that a Payroll Tax Advantage Insurance Solutions Affiliate fails to comply with the procedure for referring a business customer to us through our Benefits Platform, the Payroll Tax Advantage Insurance Solutions Affiliate will be responsible for the cost or expense incurred by Payroll Tax Advantage Insurance Solutions from such failure by offsetting against the payroll Tax Advantage Insurance Solutions Affiliate’s commission for such referred business any added cost or expense incurred by Payroll Tax Advantage Insurance Solutions. In addition, Payroll Tax Advantage Insurance Solutions will not be permitted to pay the payroll Tax Advantage Insurance Solutions Affiliate its share of the commission or referral fee. It should be emphasized that failure to follow the Payroll Tax Advantage Insurance Solutions submission procedure or other requirements could result in a significant risk of loss of some or the entire affiliate’s commission. At the very least, such actions by the Payroll Tax Advantage Insurance Solutions Affiliate will definitely result in substantial delays in the affiliate’s receipt of its commission or referral fee. Payroll Tax Advantage Insurance Solutions, therefore, urges all affiliates participating in its Payroll Tax Advantage Insurance Solutions Affiliate Program to strictly comply with the lead submission procedures.

Consent to Sharing Certain Information with Payroll Tax Advantage Insurance Solutions

The Payroll Tax Advantage Insurance Solutions Affiliate does hereby consent and authorize Payroll Tax Advantage Insurance Solutions to collect confidential identifying information in connection with carrying and paying commission for the Payroll Tax Advantage Insurance Solutions Affiliate Program. Payroll Tax Advantage Insurance Solutions will maintain the confidentiality of all such information.

Term

The term of this Agreement is month to month and will be renewed automatically. The term will begin upon our acceptance of your application and will end when terminated by either the Company or you upon thirty (30) days’ notice.

Constructive Criticism and Violation Reporting

Payroll Tax Advantage Insurance Solutions desires to provide its Payroll Tax Advantage Insurance Solutions Affiliates with the best services possible. Accordingly, Payroll Tax Advantage Insurance Solutions values constructive criticism and encourages the submission of written comments addressed to Company leadership at sales@payrolltaxadvantage.com. However, negative and disparaging comments about Payroll Tax Advantage Insurance Solutions or any of its affiliates, Partners, Company Products or other Payroll Tax Advantage Insurance Solutions Affiliates calculated to dampen the enthusiasm of other Payroll Tax Advantage Insurance Solutions Affiliates, Business Customers or their Employees or Executives or to disparage any of the foregoing, either intentionally or unintentionally, represent a material breach of this Agreement and may be subject to sanctions, up to termination of this Agreement immediately notwithstanding the 30 days’ notice provision above, as deemed appropriate by the Payroll Tax Advantage Insurance Solutions.

Payroll Tax Advantage Insurance Solutions also values its brand, its business, and the success of its Payroll Tax Advantage Insurance Solutions Affiliates. Any Payroll Tax Advantage Insurance Solutions Affiliate who observes or may be aware of another conducting business in a manner that would constitute a violation of this Agreement or any other agreement that one may have with the Company is strongly encouraged to report such violations at: sales@payrolltaxadvantage.com.

When possible, it is requested that violations being reported include:

Specific facts to support the allegations;
Specific sections of which policies may have been violated;
Dates;
Individuals or entities involved; and
Any other information that the reporting individual deems applicable to the particular event and would be appropriate for the Company to know in order to perform a full investigation of the matter.

Non-Competition

During the term of this Agreement, any Payroll Tax Advantage Insurance Solutions Affiliate must not make business referrals or participate in any similar marketing program that is competitive with the Payroll Tax Advantage Insurance Solutions Affiliate Program or Company Products.

Notwithstanding the foregoing, for those Payroll Tax Advantage Insurance Solutions affiliates who have a pre-existing insurance sales or agency business, nothing in this section shall be deemed to prohibit the affiliate from continuing to offer insurance products in the ordinary course of business and consistent with past practice even if such products may be competitive with those offered by Payroll Tax Advantage Insurance Solutions.

Non-Solicitation

You agree that during the period while you are a Payroll Tax Advantage Insurance Solutions Affiliate, you will not encourage, solicit, or otherwise attempt to persuade any Payroll Tax Advantage Insurance Solutions Affiliate or any potential eligible Business Customer to enroll in or to market or sell any wellness or other product or service competitive with the Company Products now or hereafter.

Modification of Terms

Because federal, state, and local laws, as well as the business environment, periodically change, Payroll Tax Advantage Insurance Solutions, reserves the right to amend this Agreement, the Compensation Plan for participants in the Payroll Tax Advantage Insurance Solutions Affiliate Program, and any other agreement between Payroll Tax Advantage Insurance Solutions and a Payroll Tax Advantage Insurance Solutions Affiliate in its sole and absolute discretion.

This section does not apply to the Arbitration clause. The Arbitration clause can only be modified by way of mutual consent of both parties.

Notification of amendments shall appear in official Payroll Tax Advantage Insurance Solutions written documentation and in communications with Payroll Tax Advantage Insurance Solutions Affiliates and on Payroll Tax Advantage Insurance Solutions’ website. Any such amendment, change, or modification shall be effective thirty (30) days following one of the following communication methods (unless Payroll Tax Advantage Insurance Solutions determines, at its discretion, that exigent circumstances exist requiring the immediate effectiveness of any such amendment):

Posting on the official Payroll Tax Advantage Insurance Solutions corporate website;
Electronic mail (e-mail); or
In writing through other Payroll Tax Advantage Insurance Solutions communication.

It is the responsibility of each Payroll Tax Advantage Insurance Solutions Affiliate to maintain current records of these modifications. It is also the responsibility of each Payroll Tax Advantage Insurance Solutions Affiliate to maintain updated personal contact information and records so that Payroll Tax Advantage Insurance Solutions has the ability to notify the Payroll Tax Advantage Insurance Solutions Affiliate of any changes or to contact a Payroll Tax Advantage Insurance Solutions Affiliate for any other matters regarding their affiliation with Payroll Tax Advantage Insurance Solutions.

Termination

In the event of a material breach of this Agreement by the Payroll Tax Advantage Insurance Solutions Affiliate, the Company reserves the right to terminate this Agreement immediately. Upon cancellation or termination, all property rights are forfeited regarding any rewards, referrals or other remuneration derived through your business referrals; provided, however, that any cash or noncash rewards earned by the Payroll Tax Advantage Insurance Solutions Affiliate up to the date of termination shall be paid in accordance with this Agreement and the Payroll Tax Advantage Insurance Solutions Compensation Plan.

Company reserves the right to terminate all Payroll Tax Advantage Insurance Solutions Affiliate Agreements upon thirty (30) days’ notice if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its products via Affiliate channels. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.

a.Voluntary Termination

The Payroll Tax Advantage Insurance Solutions Affiliate’s intent to terminate this Agreement;
Date of termination requested;
Payroll Tax Advantage Insurance Solutions Affiliate number;
A reason for terminating;
Signature; and
Valid email to receive Payroll Tax Advantage Insurance Solutions response.

Payroll Tax Advantage Insurance Solutions will respond to the Payroll Tax Advantage Insurance Solutions Affiliate’s notice of voluntary termination via email to the email address provided in the termination notice within twenty-four (24) hours. No termination is effective until Payroll Tax Advantage Insurance Solutions responds, thus sending the notice is not, in itself, sufficient to complete termination. As a result, any Payroll Tax Advantage Insurance Solutions Affiliate who wishes to terminate this Agreement should save the initial termination notice and forward it to Payroll Tax Advantage Insurance Solutions if the Payroll Tax Advantage Insurance Solutions Affiliate receives no response within the twenty-four (24) hour time period. The termination will go into effect thirty (30) days following its acknowledgment by Payroll Tax Advantage Insurance Solutions unless the Payroll Tax Advantage Insurance Solutions Affiliate wishes to make the termination effective immediately and forfeit all commissions and other outstanding payouts Payroll Tax Advantage Insurance Solutions may owe to the Payroll Tax Advantage Insurance Solutions Affiliate. Payroll Tax Advantage Insurance Solutions Affiliates who request to cancel their account must wait 6 months to re-enroll.

b.Involuntary Termination

Payroll Tax Advantage Insurance Solutions reserves the right to terminate a Payroll Tax Advantage Insurance Solutions Affiliate without any cause or for any of the following reasons:

Violation of ANY of the agreements between the Payroll Tax Advantage Insurance Solutions Affiliate and Payroll Tax Advantage Insurance Solutions including, but not limited to, this Agreement, the Electronic Signature Affiliate Application, the Privacy Notice, and the Terms of Use;
Violation of any applicable law, regulation, ordinance, or the like in relation to or in the participation of being a Payroll Tax Advantage Insurance Solutions Affiliate; and
Conduct that Company determines to be detrimental to the Payroll Tax Advantage Insurance Solutions opportunity or the success of other Payroll Tax Advantage Insurance Solutions Affiliates and the continuation of the Payroll Tax Advantage Insurance Solutions Affiliate’s participation in the program is no longer necessary.

This is not an exhaustive list and Payroll Tax Advantage Insurance Solutions may present further rationale, in its discretion, that termination is valid for a particular Payroll Tax Advantage Insurance Solutions Affiliate. In such a case, the Dispute Resolution provision would be the appropriate mechanism for a Payroll Tax Advantage Insurance Solutions Affiliate who so wishes to challenge such involuntary termination.

Termination will go into effect thirty (30) days from the day in which Payroll Tax Advantage Insurance Solutions initiated termination.

Independent Contractor Status

An Payroll Tax Advantage Insurance Solutions Affiliate is an independent contractor and not a purchaser of a franchise or business opportunity. Therefore, each Payroll Tax Advantage Insurance Solutions Affiliate’s success depends on his or her independent efforts and no particular result is guaranteed. No agreement between Payroll Tax Advantage Insurance Solutions and its Payroll Tax Advantage Insurance Solutions Affiliates creates an employer/employee relationship, agency, partnership, or joint venture between Payroll Tax Advantage Insurance Solutions and Payroll Tax Advantage Insurance Solutions. All Payroll Tax Advantage Insurance Solutions Affiliates are responsible for paying local, state, and federal taxes due from all compensation earned as a Payroll Tax Advantage Insurance Solutions Affiliate of the Company. Payroll Tax Advantage Insurance Solutions Affiliates have no express or implied authority to bind Payroll Tax Advantage Insurance Solutions to any obligation or to make any commitments by or on behalf of Payroll Tax Advantage Insurance Solutions.

As a self-employed independent contractor, you will be operating your own independent business seeking out companies that can be referred to Payroll Tax Advantage Insurance Solutions Benefits Platform and might be interested in purchasing one or more of the Company Products.

You have complete freedom in determining the number of hours that you will devote to your business, and you have the sole discretion of scheduling such hours. In the event you earn over $600 in a calendar year, you will receive IRS Form 1099-MISC reflecting the amount of income paid to you during the calendar year. It will be your sole responsibility to account for such income on your individual income tax returns.

Promoting the Payroll Tax Advantage Insurance Solutions Program

You agree to make no representations or claims about the Payroll Tax Advantage Insurance Solutions Program, the Company Products or a Business Customer’s or its Employees or Executives potential cost savings or other benefits from purchasing the Company Product or Products beyond those in the Payroll Tax Advantage Insurance Solutions Affiliate Program marketing materials and literature. This includes any form of puffery or the like as Payroll Tax Advantage Insurance Solutions and thier affiliates take their reputations very seriously and will not permit any type of misrepresentations about Payroll Tax Advantage Insurance Solutions, the Payroll Tax Advantage Insurance Solutions Affiliate Program, the Company Products, the Payroll Tax Advantage Insurance Solutions Benefits Platform or participation in the business referral opportunity. The actions of one Payroll Tax Advantage Insurance Solutions Affiliate can have a detrimental impact on Payroll Tax Advantage Insurance Solutions (and its affiliates) and the entire opportunity. It must be emphasized that the only involvement of a Payroll Tax Advantage Insurance Solutions Affiliate is making referrals of businesses which may be interested in purchasing one or more of the Company Products.

Payroll Tax Advantage Insurance Solutions Affiliate Compensation Plan

Payroll Tax Advantage Insurance Solutions Affiliates must adhere to the terms of the Payroll Tax Advantage Insurance Solutions Affiliate Compensation Plan as set forth in official Payroll Tax Advantage Insurance Solutions Materials. Affiliates shall not require or encourage other current or prospective businesses or Payroll Tax Advantage Insurance Solutions Affiliates to participate in the Payroll Tax Advantage Insurance Solutions Program in any manner that varies from the program as set forth in official Payroll Tax Advantage Insurance Solutions Materials. In addition, any Payroll Tax Advantage Insurance Solutions Affiliate that makes any representation regarding potential compensation to encourage enrollment in the Payroll Tax Advantage Insurance Solutions Affiliate Program by new enrollees shall be subject to discipline by Payroll Tax Advantage Insurance Solutions, which could potentially include termination as an affiliate in the program and/or forfeiture of future earned commissions or referral fees.

Taxes

Payroll Tax Advantage Insurance Solutions Affiliates will receive a 1099-MISC statement for tax purposes. The 1099 will reflect all income received from Payroll Tax Advantage Insurance Solutions generated from the Payroll Tax Advantage Insurance Solutions Affiliate’s participation in the Payroll Tax Advantage Insurance Solutions Affiliate Program.

Errors or Questions

If an Payroll Tax Advantage Insurance Solutions Affiliate has questions about or believes any errors have been made regarding earned fees, commissions, bonuses, or charges, the Payroll Tax Advantage Insurance Solutions Affiliate must notify Payroll Tax Advantage Insurance Solutions in writing within thirty (30) days of the date of the purported error or incident in question. Payroll Tax Advantage Insurance Solutions will not be responsible for any errors, omissions, or problems not reported to Payroll Tax Advantage Insurance Solutions within thirty (30) days.

Payment of Earned Fees

Payroll Tax Advantage Insurance Solutions Affiliates will receive earned cash referral fees or commissions under the Payroll Tax Advantage Insurance Solutions Program once per month for fees or commissions paid to Payroll Tax Advantage Insurance Solutions with respect to referred Business Customers and their enrolled Employees and/or Executives no later than the 30th day of the month following Payroll Tax Advantage Insurance Solutions’ receipt of its monthly share (including the portion payable to the Payroll Tax Advantage Insurance Solutions Affiliate) of premiums or other amounts generated from the purchased Company Product in the preceding month. Payments will be made in the form of cash via ACH transfer to the Payroll Tax Advantage Insurance Solutions Affiliate’s designated bank account. The minimum cash fee or reward payment will be $30 or such other lesser or higher amount as Payroll Tax Advantage Insurance Solutions shall determine is reasonable. Anything below that set minimum threshold amount will accumulate until the Payroll Tax Advantage Insurance Solutions Affiliate earns that threshold or more.

Use of Sales Aids

While promoting the Payroll Tax Advantage Insurance Solutions Program, Payroll Tax Advantage Insurance Solutions Affiliates must only use the sales aids and support materials produced by Payroll Tax Advantage Insurance Solutions. If Payroll Tax Advantage Insurance Solutions Affiliates develop their own sales aids and promotional materials (which includes Internet advertising), notwithstanding Affiliates’ good intentions, they may unintentionally violate any number of state or federal statutes or regulations affecting Payroll Tax Advantage Insurance Solutions, or their respective business. Accordingly, Payroll Tax Advantage Insurance Solutions Affiliates must submit all written sales aids, promotional materials, advertisements, websites, and other literature to Payroll Tax Advantage Insurance Solutions for approval prior to use. Unless the Payroll Tax Advantage Insurance Solutions Affiliate receives specific written approval to use the material, the request shall be deemed denied. All Payroll Tax Advantage Insurance Solutions Affiliates shall safeguard and promote the good reputation of Payroll Tax Advantage Insurance Solutions, and their respective Company products and Services, and the Payroll Tax Advantage Insurance Solutions company.

A Payroll Tax Advantage Insurance Solutions Affiliate may not build third-party sites that contain materials copied from corporate sources nor create his or her own website to promote Payroll Tax Advantage Insurance Solutions without receiving express approval from Payroll Tax Advantage Insurance Solutions. A Payroll Tax Advantage Insurance Solutions Affiliate may not use or attempt to register any of Payroll Tax Advantage Insurance Solutions’ trade names, trademarks, service names, service marks, product names, URLs, advertising phrases, Payroll Tax Advantage Insurance Solutions’ name or any derivative thereof, for any purpose including, but not limited to, Internet domain names (URL), third party websites, Web pages, social media account, or blogs.

Intellectual Property

a.Trademarks, Copyrights and Related Intellectual Property

Each Payroll Tax Advantage Insurance Solutions Affiliate agrees to use the Trademarks and Copyrights in the form and manner and with appropriate legends as currently used and permitted by Payroll Tax Advantage Insurance Solutions. All promotional materials supplied or created by Payroll Tax Advantage Insurance Solutions or any affiliate of the foregoing must be used in their original form and cannot be changed, amended, or altered except with prior written approval from Payroll Tax

Advantage Insurance Solutions or applicable third parties. The name of Payroll Tax Advantage Insurance Solutions and each of its product names and other names that have been adopted by the Company in connection with its business are proprietary trade names, trademarks and service marks of the Company. As such, these marks are of great value to the Company and are supplied to Payroll Tax Advantage Insurance Solutions Affiliates for their use only in an authorized manner.

b.Proprietary Information, Business Reports, Lists

By completing and signing the Payroll Tax Advantage Insurance Solutions Terms of Service, you acknowledge that Business Reports, lists of potential businesses and Payroll Tax Advantage Insurance Solutions Affiliates' names and contact information, and any other information that contains financial, scientific, technical, or other information both written or otherwise circulated by Payroll Tax Advantage Insurance Solutions or any affiliate thereof pertaining to the business and products or services of Payroll Tax Advantage Insurance Solutions (collectively, “Reports”), are confidential and proprietary information and trade secrets belonging to Payroll Tax Advantage Insurance Solutions, as applicable.

Jurisdiction and Governing Law

The formation, construction, interpretation, and enforceability of your contract with Payroll Tax Advantage Insurance Solutions as set forth in this Agreement and any incorporated documents shall be governed by and interpreted in all respects under the laws of the State of Califorina without regard to conflict of law provisions.

Contract

This Agreement can be executed online on our website,, by email, or by an electronic signature company, e.g. DocuSign, HelloSign, etc.

Disputes

a.Mediation

If a Dispute arises, the parties shall first attempt in good faith to resolve it promptly by negotiation. Any of the parties involved in the Dispute may initiate negotiation 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 shall 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 shall confer either in person at a mutually acceptable time and place or by telephone or any other electronic means, 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 negotiations are continuing, any party may submit the Dispute to 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.

b.Arbitration

Any Dispute not resolved in writing by negotiation or mediation shall be subject to and shall be settled exclusively by final, binding arbitration before a single arbitrator (irrespective of the amount in controversy) in Fresno, California, in accordance with the then-prevailing Comprehensive Arbitration Rules of JAMS, Inc. No party may commence Arbitration with respect to any Dispute unless that party has pursued negotiation and, if requested, mediation, as provided herein, provided, however, that no party shall be obligated to continue to participate in negotiation 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 awards any relief that is inconsistent with the Limitation of Liability provision in this Section herein, such award exceeds the scope of the arbitrator’s authority, and any party may seek a review of the award in the exclusive jurisdiction and venue of the courts of the State of California residing in the City of Fresno.

C.Class Action Waiver

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 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.

To the fullest extent allowed by law: (1) 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 Payroll Tax Advantage Insurance Solutions Affiliate, on the one hand, and Payroll Tax Advantage Insurance Solutions and any Related Parties involved on the other, except where applicable law requires that Payroll Tax Advantage Insurance Solutions bear any costs unique to arbitration (which Payroll Tax Advantage Insurance Solutions shall bear); and (2) the arbitrator or, in the case of provisional or equitable relief or to challenge an award that exceeds arbitral authority as described in this Section, the court, shall award reasonable costs and attorneys’ fees to the person or entity that the arbitrator 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 cots, then that statute or rule shall apply.

Nothing in this Agreement shall prevent Payroll Tax Advantage Insurance Solutions from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction, or other relief available to safeguard and protect Payroll Tax Advantage Insurance Solutions interest prior to, during, or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.

D. Limitation of Liability

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY OR ANY FAILURE OF ESSENTIAL PURPOSE, IN NO EVENT SHALL A PAYROLL TAX ADVANTAGE INSURANCE SOLUTIONS AFFILIATE OR PAYROLL TAX ADVANTAGE INSURANCE SOLUTIONS (INCLUDING ANY OF ITS RELATED PARTIES) 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 AGREEMENT OR THE SUBJECT MATTER HEREOF (INCLUDING BUT NOT LIMITED TO PAYROLL TAX ADVANTAGE INSURANCE SOLUTIONS OR ITS PRODUCTS OR SERVICES, THE PAYROLL TAX ADVANTAGE INSURANCE SOLUTIONS PROGRAM, PAYROLL TAX ADVANTAGE INSURANCE SOLUTIONS MARKETING OR TRAININ MATERIALS), 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 PAYROLL TAX ADVANTAGE INSURANCE SOLUTIONS AFFILIATE OR PAYROLL TAX ADVANTAGE INSURANCE SOLUTIONS (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.

PAYROLL TAX ADVANTAGE INSURANCE SOLUTIONS AFFILIATE AGREES THAT IF AN ARBITRATOR WERE TO AWARD DAMAGES, THE PAYROLL TAX ADVANTAGE INSURANCE SOLUTIONS AFFILIATE WOULD BE ENTITLED TO RECEIVE NO MORE THAN ITS SHARE OF THE EARNED FEES AND COMMISSIONS UNDER THE PAYROLL TAX ADVANTAGE INSURANCE SOLUTIONS AFFILIATE PROGRAM COMPENSATION PLAN IN EFFECT AT THE TIME THE DISPUTE AROSE.

Indemnification

A Payroll Tax Advantage Insurance Solutions Affiliate is fully responsible for all of his or her verbal and/or written statements made regarding Payroll Tax Advantage Insurance Solutions and Company products, services, fees and awards, which are not expressly contained in official Company Materials. Each Payroll Tax Advantage Insurance Solutions Affiliate agrees to indemnify Payroll Tax Advantage Insurance Solutions and hold it harmless from any and all liability including judgments, civil penalties, refunds, attorney fees, court costs or lost business incurred by Payroll Tax Advantage Insurance Solutions as a result of the Payroll Tax Advantage Insurance Solutions Affiliate’s unauthorized representations or actions. This provision shall survive the cancellation of this Agreement.

Consent to Electronic Communications

By using this website you agree and consent to receiving certain electronic communications from us as further described in our Privacy Policy. Communications sent to our members will be done so from an official Payroll Tax Advantage Insurance Solutions or affiliated company’s email address such as noreply@payrolltaxadvantage.com. Further communications may be sent via SMS text messages.

Program Description

Subscribers will receive important recurring messages from Payroll Tax Advantage Insurance Solutions regarding corporate announcements and new products.

Please click on the following link to view our privacy policy

Payroll Tax Advantage Insurance Solutions Endorses the Following Code of Ethics:

Affiliates must show fairness, tolerance, and respect to all people affiliated with payroll Tax Advantage Insurance Solutions, regardless of race, gender, social class or religion;
Affiliates must contribute to and foster an atmosphere of positivity, teamwork, good morale, and community spirit.
Affiliates shall strive to resolve business issues, including situations with Upline and Downline members through tact, sensitivity, and goodwill.
Affiliates must be honest, responsible, and professional and conduct themselves with integrity.

Affiliates shall never disparage Payroll Tax Advantage Insurance Solutions or any of its affiliates, or Payroll Tax Advantage Insurance Solutions’ employees, product suppliers or agents, products, services, sales and marketing campaigns, or the Compensation Plan, or make statements that unreasonably offend, mislead or coerce others.

Payroll Tax Advantage Insurance Solutions may take appropriate action against an Affiliates if it determines, in its sole discretion, that the Affiliates’ conduct is detrimental, disruptive, or injurious to Payroll Tax Advantage Insurance Solutions or other Payroll Tax Advantage Insurance Solutions Affiliates.

You are entering into the Payroll Tax Advantage Insurance Solutions Affiliate Agreement, You and the other existing participants in the Payroll Tax Advantage Insurance Solutions Affiliate Program, will become participants in and subject to the terms and conditions of, the Payroll Tax Advantage Insurance Solutions Affiliate Program.

In consideration of the foregoing, it is hereby agreed by the Parties as follows:

By executing this Agreement to the Payroll Tax Advantage Insurance Solutions Affiliate Agreement and effective as of the date You execute this Payroll Tax Advantage Insurance Solutions Affiliate Agreement and You agree to become an independent Payroll Tax Advantage Insurance Solutions Affiliate.

This software platform is the exclusive intellectual property of Payroll Tax Advantage Insurance Solutions

PAYROLL TAX ADVANTAGE INSURANCE SOLUTIONS AFFILIATE PROGRAM

PAYROLL TAX ADVANTAGE INSURANCE SOLUTIONS AFFILIATE COMPENSATION PLAN

PEPM Commission pay scale:

Expenses:

TERMS OF SERVICE & AFFILIATE PARTICIPATION AGREEMENT