MEMBER POLICIES AND PROCEDURES

Throughout these Policies and Procedures, when the words "the agreement" are used they collectively refer to your Retire On Spending (ROS) Member Agreement and these ROS Member Policies and Procedures.

1. SPONSORSHIP – Each member is sponsored by a ROS Affiliate, either by enrolling via an Affiliate’s web site or via the web site of any other member resulting from an Affiliate. Individuals you refer to your web site to enroll are sponsored by an Affiliate. The sole and exclusive way in which you may change your sponsor is by canceling your membership from your back office and remaining inactive for six (6) full calendar months. Following the six-month period of inactivity, you may choose a new sponsor.

2. BACK OFFICE REPORTS - All back office reports, in all ROS web sites, constitute proprietary information and business trade secrets belonging to ROS. You shall not, on your behalf, or on behalf of any other person, partnership, association, corporation or other entity, directly or indirectly:

a) Disclose any information contained in your back office or your password to any third party, or use back office reports for any purpose other than for personal use, or solicit by showing any information in or from your back office.

b) All information provided by ROS in back office reports is believed to be accurate and reliable, but ROS does not guarantee such accuracy or reliability due to the prospects of human or mechanical error.

c) If you believe an error has been made regarding any aspect of any of your back office reports, you must notify ROS in writing within 60 days from the date of the alleged error. ROS will not be responsible for any errors, omissions or problems not reported within 60 days.

d) You may not use or transmit unsolicited faxes or e-mails for any reason or purpose whatsoever. The term "unsolicited" means the transmission of any material or information related to any aspect of ROS. You may transmit information to:

i. Persons who have given you their prior permission.
ii. Persons with whom you have an established relationship.
iii. Persons who have initiated contact regarding any aspect of ROS.

3. USE OF NAME, TRADE NAMES, TRADEMARKS, COPYRIGHTS, AND SERVICE MARKS - The name of ROS and other names as may be adopted by ROS are proprietary trade names, trademarks, copyrights, and service marks of ROS. As such, they are of great value to ROS and are supplied to you for your use only in an expressly authorized manner. You will not use the ROS trade names, trademarks, copyrights, designs, or symbols without prior, written permission from ROS.

a) Unauthorized use of the corporate trade names and trademarks, etc. is prohibited and grounds for termination.

b) Use of the ROS name on any item not produced by the Company is prohibited unless you have secured prior written permission from ROS.

c) You may not produce or distribute any recordings of company-produced presentations in any format, unless ROS has previously given its permission in writing.

4. MEDIA INQUIRIES - You may not respond to any type of media inquiry regarding ROS. All inquiries by any type of media must be immediately referred to the ROS Marketing Department. If you respond and/or represent yourself as an official spokesperson or corporate representative of ROS you are subject to immediate termination.

5. GENERAL OPERATING POLICIES - You shall safeguard and promote the good reputation of ROS and avoid all discourteous, deceptive, misleading, and unethical conduct or practices, as follows:

a) You may only use sales aids and support materials (including Internet advertising) produced or approved by ROS.

b) You must submit all sales aids (written and/or verbal), promotional materials, promotional phone numbers, faxes, advertisements in any media form whatsoever, and other literature (including proposed Internet advertising) to ROS for approval. Written approval to use such material must be secured by you or your request shall be deemed denied and you shall be subject to immediate termination, according to the sole and exclusive decision of ROS.

c) No claims regarding any aspect of ROS, except those published by ROS, are allowed.

d) Automated telephone solicitations and telemarketing operations involving non-members are strictly prohibited.

e) You agree that you will not, and will not permit others to:

i. modify, reverse engineer, reverse assemble or decompile any of the software applications used by you in connection with ROS.
ii. engage in any activity that does not comply applicable law and regulations or otherwise engage in any illegal, manipulative or misleading activity. iii. introduce any code intended to disrupt any aspect of ROS, alter or delete any ROS content, access confidential content on the ROS website, or interfere with the operation of the ROS, including, but not limited to, distribution of unsolicited advertising or mail messages and propagation of computer worms and viruses.
iv. post any material in any form whatsoever on any website that contains any mention of ROS, that is defamatory, obscene or otherwise unlawful or violates any third party's right of privacy or publicity.
v. infringe on any third party patent, copyright, service mark, trademark or other intellectual property right of any kind or misappropriate the trade secrets of any third party in connection with the service.
vi. use any program, expert system, electronic agent, "bot" or other automated means regarding any aspect of ROS, or participate in or permit any use of the service that would damage, interfere with, or unreasonably overload it.

f) You acknowledge and accept that any breach of this Section 10 is likely to irreparably harm ROS and will be susceptible of cure by monetary damages and ROS will be entitled to obtain injunctive or other equitable relief in addition to any remedies it may have at law.

g) You agree that ROS may, in its sole discretion, at any time and without prior notice:

i. discontinue transmitting all or any part of the content related to ROS.
ii. change, discontinue or limit access to any functionality, feature, or other component in ROS.
iii. amend or modify (including additions and deletions) the agreement, or these policies and procedures, by posting such amendments or modifications on the ROS web site in the corresponding link for each; and that your continued enrollment serves as your agreement to abide by the same.

h) You agree that it is your responsibility to regularly review the agreement and these policies and procedures.

6. THIRD PARTY SELLERS - Third party sellers may impose conditions or restrictions different from, or in addition to those described on the pages of ROS websites or in other promotional materials. ROS is not responsible for setting or maintaining the amount of the cash back offered by any third party seller. Each third party seller has reserved the right to change or discontinue, at any time and without notice, the amount or percentage of any commissions it offers as well as the terms and conditions of any qualifying purchase and/or transaction. Your continued enrollment thereafter will constitute your acceptance of such terms and conditions.

a) ROS does not represent or warrant that any particular third party seller will participate at the time you enroll or at any time thereafter. For the purposes of the agreement, a purchase or transaction is a "Qualifying Purchase or Transaction" once all conditions in a third party seller’s offer with respect to that purchase or transaction, including any waiting periods, has been satisfied.

b) You agree that ROS is not an agent of any third party seller and that such companies operate independently of, and are not under the control of ROS with respect to any aspect of the ROS business or otherwise. Accordingly, ROS does not represent or warrant, or give any assurances that any such company will provide a commission or marketing or referral fee for any particular purchase or transaction, even where such purchase or transaction would appear to qualify for a commission under either ROS or such company’s statements.

c) ROS is not responsible for the failure of any third party seller to pay commissions in accordance with the terms of that company's offer. Further, your participation in offers or promotions of, or correspondence with, any such company is solely between you and that company.

d) ROS does not assume any liability, obligation or responsibility for any part of any correspondence, offer or promotion, including without limitation the withdrawal or modification of any such offer or promotion offered by any third party seller. Also, no such company assumes any liability, obligation or responsibility for the conduct of ROS with respect to its business, or otherwise.

e) ROS reserves the right to change its offer with respect to the amount of the commission associated with any third party seller at any time, but no such change will affect any commissions due you prior to such change.

f) Third party sellers may offer ROS discount coupons or certificates which can be printed or purchased from the ROS website for redemption at specified locations. You expressly agree not to reprint or copy any such coupon or certificate and to only use said coupons for your own personal use. Any other party you elect may use certificates.

g) You acknowledge that in order for ROS to administer its business it will collect information about you and purchases you make from third party sellers. You authorize third party sellers, and their agents, to disclose to ROS any and all information with respect to such purchases. You authorize ROS to use any such information and to disclose such information to our representatives and agents, and to third parties, where necessary or convenient for payment of your commissions.

h) You agree that ROS acts as your agent and as a service provider by creating, hosting, maintaining and providing you with a ROS web site. ROS has no control over the products or services that you purchase from third party sellers and does not ensure that any third party seller will actually complete the transaction. ROS is not liable for any purchase, service, or program offered by a third party seller. Any time you make a purchase you are doing so at your own risk. ROS does not issue refunds if a product or service purchase from a third party seller turns out to not be what you thought it was, or if the seller does not fulfill their commitment.

i) You agree that you appoint ROS as your agent to collect commissions from third party sellers and pay them directly to you. When you make a purchase or complete a transaction, until that purchase or transaction is confirmed by the third party seller and the corresponding commission is paid to ROS, and posted to your Income Statement, ROS is not liable to pay you a commission.

j) You agree that if you have completed a transaction with a third party seller that has not been confirmed by them within thirty days you must send ROS a copy of your confirmation email that includes the order number or the transaction can not be investigated.

k) You agree that links to third party seller websites do not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by ROS of any information contained in those websites. In no event shall ROS be responsible for the information contained on those websites or your use of or inability to use such websites. You should also be aware that the terms of use and privacy policies of third party seller websites may be different from those of the ROS website.

7. CERTAIN DISCLAIMERS; INDEMNIFICATION - THE FUNCTIONALITY OF ALL ROS WEB SITES, INCLUDING ANY OPTIONAL SERVICES YOU PURCHASE, IS PROVIDED ON AN "AS IS" BASIS AND WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ROS MAKES NO WARRANTY AS TO THE QUALITY, ACCURACY, COMPLETENESS, OR VALIDITY OF ANY MATERIALS RELATED TO YOUR WEB SITE AND DOES NOT WARRANT THAT THE FUNCTIONALITY OF YOUR WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE WEB SITE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IT IS YOUR RESPONSIBILITY TO HAVE ADEQUETE SOFTWARE ON YOUR COMPUTER TO PROTECT IT FROM ANY HARMFUL COMPONENTS. ROS WEB SITES MAY CONTAIN FACTS, VIEWS, OPINIONS, STATEMENTS, OR RECOMMENDATIONS OF THIRD-PARTYS. ROS DOES NOT REPRESENT OR ENDORSE THE ACCURACY, CURRENTNESS, OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT, RECOMMENDATIONS, OR OTHER INFORMATION DISPLAYED, UPLOADED, OR DISTRIBUTED THROUGH THE ROS WEB SITES. YOU ACKNOWLEDGE THAT ANY RELIANCE ON ANY SUCH OPINION, STATEMENT, RECOMMENDATIONS OR INFORMATION WILL BE AT YOUR SOLE RISK. FURTHERMORE, ROS DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE QUALITY OF, OR ACCURACY OF ADVERTISEMENTS FOR, ANY MERCHANDISE, PRODUCTS OR SERVICES OFFERED OR PROVIDED BY THIRD PARTYS.

a) You agree that ROS is not responsible or liable to you for the accuracy, dependability, privacy, security, authenticity or completeness of data transmitted over or obtained using the Internet, or for any failure to perform any obligation hereunder, or from any delay in the performance thereof, due to causes beyond its reasonable control, including the elements, acts of God, labor disputes, acts of terrorism, acts of civil or military authority, fires, floods, epidemics, quarantine restrictions, failure or erratic behavior of telecommunications or power systems, sabotage, armed hostilities, riots or government regulation of the Internet. 

b) Payments previously paid to you from personal transactions you make from a third-party seller can be debited from your future payments in the event that the product or service purchased is returned, or in the event that ROS does not get paid due to the insolvency or bankruptcy of a third party seller. A check processing fee of $1.95 is debited from each payment you receive from ROS.

c) ROS reserves the right to terminate your membership if we believe, according to our sole discretion, you are engaging in a pattern of returning products after the corresponding SMART-REWARD has been credited.

d) You agree that your personal transactions with third-party sellers can be voided due to computer problems or improper shopping actions, according to the sole discretion of ROS, and that ROS is not responsible for payment of cash back in either event.

e) In the event of any abusive or fraudulent activity related to you, as determined solely by ROS, we reserve the right to make any adjustments to any funds due you at any time. Any such adjustments, however, will be made in accordance with the agreement, any applicable laws, rules or regulations, and/or the terms of any third party seller offer.

f) You are responsible for obtaining, installing, maintaining and operating all hardware, software and Internet access services necessary to participate as a ROS Member.

8. LIMITATION OF LIABILITY - NEITHER ROS NOR ANY THIRD PARTY ENTITY ON THE ROS WEB SITES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AFFILIATES, OR CONSTITUENCIES ARE RESPONSIBLE OR LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER INDIRECT DAMAGES, OR FOR LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES, THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, YOUR ROS WEB SITES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS OUR LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW. b) IN NO EVENT WILL THE TOTAL LIABILITY OF ROS TO YOU FROM ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THE ROS WEB SITES, WHETHER IN CONTRACT, TORT, (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED UNPAID COMPENSATION YOU QUALIFIED TO RECEIVE.

9. ELECTRONIC AND ORAL COMMUNICATIONS - You consent to the receipt of all reports, transaction confirmations, account statements, correspondence and other information from ROS electronically through either your personal website or the email address provided by you to ROS and agree that ROS is not responsible for your inability to connect to the Internet or to access any ROS Web Site or otherwise not to receive electronic communications. All electronic communications sent to you by ROS are considered to be delivered to, and received by you, whether actually received or not. You acknowledge that you have access to hardware and software necessary to receive correspondence and records from ROS in electronic form.

10. INDEMNIFICATION AND HOLD HARMLESS - You agree to indemnify and hold harmless ROS and third party sellers, as well as their respective officers, directors, employees, successors, agents, affiliates, and constituencies for any and all claims, damages, losses and causes of action (including attorneys' fees and court costs) arising out of or relating to your participation in ROS in any way whatsoever. You agree to cooperate as fully as reasonably required in our defense and/or settlement of any claim. ROS reserves in its reasonable discretion the right to assume exclusive control over the defense and settlement of any matter subject to indemnification by you.

11. GOVERNING JURISDICTION - The validity, construction and interpretation of the Agreement, and the rights and duties of the parties hereto, will be governed by and construed in accordance with the laws of the state of Georgia, excluding its conflicts of laws principles. You hereto agree that all claims relating to the Agreement will be heard exclusively by a state or federal court in Georgia. Accordingly, you hereby consent to the exclusive jurisdiction of any state or federal courts in the State of Georgia over any proceeding related to the agreement, and irrevocably waive any objection to the venue of any such court or any claim that any such proceeding in such a court has been brought in an inconvenient forum.

a) Nothing in the agreement shall prevent ROS from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, permanent injunction or other relief available to safeguard and protect its 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.

12. NOTICES - Any notices you send to ROS must be in writing, in English, and sent via U.S. Certified Mail, Return Receipt Requested, postage prepaid to ROS, Inc. at the current ROS Corporate address as posted in the ROS Website. Notices sent to you by ROS will be sent via U.S. Certified Mail, Return Receipt Requested, postage prepaid to the physical address you have registered with ROS, or electronically to the Internet email address you have registered with ROS. All notices will be deemed effective on the date of delivery, or five days after either deposit in the U.S. Mail or electronic transmission.

13. WAIVERS - The waiver by either party hereto of a breach or default of any provision of the agreement by the other party hereto will not be construed as a waiver of any succeeding breach or default of the same or any other provision, nor will any delay or omission on the part of either party hereto to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such party. If any provision of the agreement is held to be invalid, such invalidity shall not effect the remaining provisions.

14. THIRD PARTY BENEFICIARIES - Each third party is hereby expressly made a third party beneficiary of the agreement and may enforce the agreement directly against you.

15. IMPROPER ACTIONS - If any member of your immediate household engages in any activity which, if performed by you, would violate any provision of the agreement, such activity will be deemed a violation by you and ROS may take disciplinary action against you. Similarly, if any individual associated in any way with a corporation, partnership, trust or other entity (collectively "affiliated individual") violates the agreement, such action(s) will be deemed a violation by the entity, and ROS may take disciplinary action against the entity.

16. SEVERABILITY - If any provision of the agreement, in its current form or as may be modified or amended, is found to be invalid, or unenforceable for any reason, only the invalid portion(s) of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect and shall be construed as if such invalid, or unenforceable provision never comprised a part of the agreement.

17. ASSIGNMENT - ROS may assign its rights and/or delegate its duties under the Agreement to any other party. You may not assign your membership to any other party.

18. TERMINATION AND CANCELLATION - Your violation of any of the terms of the agreement, including any modifications or amendments that may be made by ROS in its sole discretion, may result in the involuntary termination of your membership.

a) Termination shall be deemed effective on the date on which ROS emails a notice to the email address you have registered with ROS.

b) So long as you comply with the terms of the agreement ROS shall pay all SMART REWARDS due you in accordance with the agreement.

c) Should you be involuntary or voluntarily terminated, you shall have no right, title, claim or interest to the membership which you may have operated, or any pending SMART REWARDS resulting from the same.

d) In the event of termination, you agree to waive all rights you may have, including but not limited to property rights to your former membership.

19. RELEASES - You release to ROS the use of your name, photograph, image, voice, and likenesses in advertising or promotional materials, and waive all claims of any kind for such use. This release shall terminate one year from the date of the cancellation or termination of the Agreement

20. WEBSITE MAINTENANCE - ROS reserves the right to temporarily close sections of any ROS web site you own, now or in the future, for maintenance, upgrades, improvements or corrections.

21. IDENTITY AUTHENTICATION - ROS uses many techniques to identify our Members when they enroll. You authorize ROS, directly or through third parties, to make any inquiries we consider necessary to validate and verify your identity. ROS is not liable to Members who provide false or misleading information regarding their identity.

22. PERSONAL INFORMATION - You agree to provide true and accurate information when completing the member enrollment process. In the event that your personal information changes i.e. mailing address, phone number, email address, etc., you agree to promptly update your information via your private back office. ROS is not responsible for unpaid compensation due to incorrect personal information.

23. DISCLOSURE OF INFORMATION - We have a strict privacy policy.

a) We will not disclose information about you to any third party, unless for one of the following reasons:

i. To resolve any type of dispute or inquiry you have.
ii. At your direction, which may be oral, in writing, by telephone, email or other means.
iii. Pursuant to court order, subpoena, legal process, or to protect or enforce our rights.
iv. To any third party seller in connection with the membership service.
v. As necessary to service your participation in ROS, or as permitted or required by law.

b) The ROS Privacy Policy on any ROS web site provides more information about how we respect your privacy.

24. UNCLAIMED PROPERTY – If the information you entered when you enrolled has changed and we are unable to complete any payment which is due you, your funds will be subject to applicable state laws regarding escheat of unclaimed property.

25. DISPUTE RELEASE - In the event that you have a dispute with a third party sellers you release ROS and its officers, directors, agents, subsidiaries, joint ventures, employees, affiliates, and constituencies from any and all claims, demands and damages, whether actual and consequential, of every kind and nature arising out of or in any way connected with such disputes.