LYONESS is an independent international shopping community, linked by a member card, known as a "Cashback Card." The LYONESS Community spans retail sectors and countries and enables LYONESS Members and Business Partners to receive direct reimbursements of 1-2% of their purchase at third party retailers, referred to herein as "LYONESS Partner Retailers" or "Partner Retailers." A complete list of Partner Retailers is available at www.lyoness.us.

In Europe, LYONESS is a shopping community of approximately 1.2 million Members and 18,500 Retailers in 15 countries.

In summary, LYONESS offers the following benefits:

• 1-2% direct reimbursement of the purchase price to the LYONESS Member or Business Partner.
• 0.5% direct and indirect friendship bonus
• Additional percentages for additional reimbursements
• A shopping and business community that spans sectors and countries
• One customer member card for all Partner Retailers
• 3 ways of shopping: Cashback Card, Gift Cards, Onlineshop

Each LYONESS Member has the opportunity to set up a business and become a Business Partner.
How does the LYONESS Program work?

As a LYONESS Member or Business Partner, you may purchase third-party goods and obtain third-party services from Partner Retailers in three different ways: (a) using Third-Party Gift Cards, issued in the name of the Partner Retailer and disseminated exclusively by LYONESS, (b) in cash, credit, or debit transactions showing the LYONESS Cashback Card as your membership identification, or (c) online purchases with a credit card on the Partner Retailer's Website via the LYONESS portal.

All LYONESS Members are required to make a minimum purchase of $ 450 (through one or more purchases) at Partner Retailers, or make a minimum "Start-Up" payment of $ 225 for Partner Retailer gift cards, which are purchased from LYONESS America, within the first ninety (90) days of your registration.

If you choose to become a LYONESS Business Partner, you will purchase a "Business Package" by making a $3,000 Start-Up payment to LYONESS. By purchasing a Business Package for $3,000, LYONESS Business Partners are eligible to receive greater bonuses than Members. For details on the bonus structure for Business Partners, please consult the terms of the Business Partner Agreement.

LYONESS Members and Business Partners may receive five (5) different types of reimbursements and bonuses based on their shopping activities with Partner Retailers. These reimbursements and bonuses are paid from rebates which LYONESS has negotiated with its Partner Retailers. Each time a LYONESS Member shops at a Partner Retailer, a Rebate amount is transferred by the respective retailer to LYONESS.

Subject to the terms stated above, the rebate amounts, which are described in greater detail in the Member Agreement and Schedule 1 and the Business Partner Agreement and Schedule 1, are allocated as follows:

1. LYONESS Members or Business Partners may receive a direct reimbursement for 1-2% of the purchase price of their own direct purchases, which is deposited in the LYONESS Member's or Business Partner's reimbursement account (the "Direct Reimbursement");
2. LYONESS Members or Business Partners may receive direct referral reimbursements of 0.5% for the purchases made by other LYONESS Members or Business Partners they directly refer to the LYONESS program (the "Direct Referrer Friendship Bonus"). LYONESS Members or Business Partners may receive indirect referral reimbursements of 0.5% for the purchases made by other LYONESS Members or Business Partners who were signed up by those LYONESS Members or Business Partners they already directly referred to the LYONESS program (the "Indirect Referrer Friendship Bonus").
3. LYONESS Members and Business Partners who are very successful in recruiting others to join the LYONESS program and make purchases with Partner Retailers are eligible to earn additional commissions, such as System Commissions, Partner Bonuses, and Business Bonuses. As noted above, LYONESS Business Partners are eligible to receive larger bonuses than Members. Please consult the terms of the Member Agreement and Appendix 1 or the Business Partner Agreement and Appendix 1 for a full description of these commissions and bonuses.

To become a LYONESS Member in the US, you must carefully review and agree to the terms of the Member Agreement which sets forth the full terms and conditions of the contractual relationship between the LYONESS Member and LYONESS America. To become a LYONESS Business Partner, you must carefully review and agree to the terms of the Business Partner Agreement which sets forth the full terms and conditions of the contractual relationship between the LYONESS Business Partner and LYONESS America.

The LYONESS Cashback Card is a membership identification card, which is free of charge for the LYONESS Member or Business Partner when obtained for the first time and is valid for 24 months unless the LYONESS Member or Business Partner does not meet certain minimum purchase requirements as specified in the Member or Business Partner Agreement. There is a $12 charge for reissue of the Card after 24 months unless the Member or Business Partner has made purchases through the LYONESS System in that 24-month period which reflect a monthly average purchase value of $ 150. If the LYONESS Cashback Card is lost or damaged, the LYONESS Member or Business Partner has the option at any time of printing out a virtual Cashback Card online or requesting a replacement card at a cost of $ 12.

The Member or Business Partner must use the Cashback Card in connection with purchases at a Partner Retailer. It allows the retailer to process the transaction with the LYONESS system.

LYONESS maintains a portal website, which is available to LYONESS Members and Business Partners on the LYONESS website, www.lyoness.us, view their purchase history, referral of LYONESS Members and Business Partners, records of reimbursement, and status of bonuses and commissions.

Regardless of which type of reimbursement a LYONESS Member or Business Partner earns, the funds will be distributed to the LYONESS Member or Business Partner in one of the following three ways: (1) funds may be deposited directly into a LYONESS Member's or Business Partner's Reimbursement Account; (2) funds may be deposited directly into a LYONESS Member's or Business Partner's Payment Position Account; or (3) certain payments will be held by LYONESS in a separate account until the amount due reaches $15, at which point the payment will be transferred to the LYONESS Member's or Partner's personal bank account.

Members and Business Partners interested in referring other individuals to purchase LYONESS Memberships to shop within the LYONESS Community should use a Business Ticket to describe the program. The Business Ticket describes the terms of the LYONESS Membership. You may obtain Business Tickets by contacting office@lyoness.us. The tickets will be provided free of charge.
You may only offer LYONESS Memberships to third parties who meet the general terms and conditions for participation in the LYONESS System. These terms and conditions are set forth in the Member Agreement, and are subject to change at any time.

A LYONESS Member or Business Partner may terminate a Membership at any time. One means of termination is to simply cease using the LYONESS System. LYONESS charges no termination fees but all accounts or other accrued credits will be forfeited. Other options for termination are set forth in the Member and Business Partner Agreements. A LYONESS Member's or Business Partner's Agreement may be terminated by LYONESS effective immediately upon thirty (30) days written notice (per mail, email, fax) of a material breach by such LYONESS Member or Business Partner.