The following is the Membership Agreement between DISTANCE MED (“We and Us”) and the person who has enrolled in the DISTANCE MED program (“You”). UPON ENROLLMENT, YOU AGREE TO BE BOUND BY THESE TERMS OF MEMBERSHIP. YOU SHOULD READ THIS MEMBERSHIP AGREEMENT CAREFULLY. If you have any questions regarding your Membership, You may contact our customer service center 24 hours a day at the toll-free number listed on your Membership Card.

Membership Benefits

As a Member, You are entitled to access discounts and/or other Benefits on various products and services offered by participating vendors through the DISTANCE MED Website and the customer service center (“Benefits”), as described in your Membership Guide or on the program website (“Program Website”). Some Benefits may not be available in your area. Additionally, the discounts available through the program may not be used in conjunction with any other discount program. PLEASE SEE YOUR MEMBERSHIP MATERIALS AND THE PROGRAM WEBSITE FOR IMPORTANT DETAILS AND LIMITATIONS. All listed or quoted prices are current prices only and are subject to change without notice. We reserve the right to suspend or end the program or certain aspects thereof, without prior notice, in our sole discretion. We also reserve the right to suspend or end certain aspects of the program in certain geographic areas, without prior notice, in our sole discretion.

Membership Terms

Your Membership is effective immediately upon your enrollment in the program and shall continue on a month-to-month basis until cancelled as described below. You may cancel your Membership at any time by calling Us at the toll-free number listed on your membership card or by writing Us at the address indicated below. Unless You notify Us that You wish to cancel your membership by following these instructions or your membership is otherwise cancelled as provided herein, your Membership will continue automatically and You will be billed the then-current membership fee which will appear on your statement, depending upon how You enrolled.

Payment of Membership Fee

The payment of your membership fee (which, if applicable, includes any trial period fee as well as enrollment or processing fees and shipping and handling charges) is made automatically by a charge to the payment source authorized by You (the “Payment Source”) in accordance with the payment terms to which You agreed. In the event that the program offer to which you agreed includes a trial period, You may cancel your membership at any time during the trial period and not be charged, other than any one time enrollment or processing fees, and shipping and handling charges, in each case depending on the program offer to which you agreed, as well as money paid for program Benefits ordered by You. We reserve the right to terminate your Membership at any time without notification, including in the event that We are unable to bill the membership fee to your specified billing source.

Promotional Membership Fee

From time to time, in our sole discretion, We may provide a reduced membership fee, for a promotional period, to first-time or other selected customers. If You are provided with such a promotional reduction in your membership fee (“Promotional Membership Fee”), your Payment Source will be charged the Promotional Membership Fee for the promotional period. You agree that any such reduced price is only valid for the promotional period established by Us, and that the regular applicable periodic membership fee will be charged to your Payment Source following the end of the promotional period. Terms of the Promotional Membership Fee, including the duration and amount of the Promotional Membership Fee, may vary from time to time.

Continuation of Membership

Unless you notify Us that You wish to cancel your Membership by following the instructions in the paragraph below titled “Termination of Membership”, your Membership will continue automatically and You will be billed the then-current membership fee which will appear on your Payment Source statement, depending upon how You enrolled. We reserve the right to increase or decrease the membership fee, or add new fees and charges, from time to time. You agree that unless You cancel your membership prior to the effective date of the membership fee increase, You will be charged the new applicable periodic membership fee on each anniversary date after the effective date of such change, and You authorize Us to charge the new applicable periodic membership Fee to your Payment Source. You are solely responsible for any and all fees charged to your Payment Source by the issuer, bank, or financial institution including, but not limited to, membership, processing, shipping and handling, overdraft, insufficient funds and over-the-credit-limit fees, in each case to the extent applicable.

Electronic Fund Transfer Authorization

If the Payment Source You have provided is a checking account, You authorize Us to create an electronic funds transfer request (“EFT”) which will be presented to your bank for payment from your checking account. To extend your membership Term month-to-month, You authorize Us to charge your checking account on periodic anniversary dates and therefore to effect pre-authorized transfers from your checking account. Your request to pay your recurring monthly membership fee with pre-authorized charges to your checking account and your electronic execution of an acknowledgement of your acceptance of this Membership Agreement (“Electronic Signature”) constitutes your pre-authorized EFT authorization for future charges on your checking account and your consent to these terms and conditions. You further acknowledge that the amount charged to your checking account may be different from time to time, in accordance with this Membership Agreement, including, without limitation, differing amounts due to Promotional Membership Fees or changes in your membership plan, and You authorize Us to charge your checking account for such varying amounts. You agree that if an EFT is returned unpaid, You will pay a service charge of the maximum allowed by law. EFTs returned for insufficient or uncollected funds, together with service charges, may be debited electronically from your account or collected using a bank draft drawn from your account. You may cancel your membership as described herein. Such cancellation will cancel any checking account authorization that was to occur on any day after the date of cancellation. You may also cancel your pre-authorized debit authorization by contacting your bank within a sufficient time to cancel the authorization (Please see your agreement with your bank for the terms and conditions of cancellation). Please note, however, that You must still notify Us of the cancellation of your membership as described herein, as cancellation of your authorization with your bank will not serve as notice to Us concerning cancellation of your membership.

Use of Membership

Your Membership is non-assignable and non-transferable. You agree that only You and your immediate family members may use the Membership. The term “Immediate Family” shall be defined as You, your spouse, and your children, to the extent each is living in your home with a legal address that is the same as yours. Benefits are not to be resold. You are limited to one membership per twelve-month period per Immediate Family. You are responsible for all use of your Membership and will promptly notify Us if You become aware of any unauthorized use of your Membership, your membership card or membership number, or if your membership card is lost or stolen. If You were offered the opportunity to claim a premium or gift in connection with your enrollment in the program, You are limited to one premium or gift per program and, depending upon the offer You agreed to, You may be required to be a member of the program at the time that your claim is processed.

Disclaimer of Liability

You agree that We and our subsidiaries, affiliates, partners and providers are not responsible or liable for any Benefits provided by participating vendors and, if You have any claims relating to such Benefits, You will make your claim against the vendors providing the Benefits. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY OF THE BENEFITS OR RELATED INFORMATION PROVIDED TO YOU. We do not guarantee, nor are responsible for, the quality of products or services provided by any independent vendors.

We reserve the right to eliminate, add, change and substitute Benefits and participating vendors without notice to You in our sole discretion. We assume no responsibility for the payment of or contribution to any use or sales tax on the Benefits which may be imposed by taxing authorities, and such taxes, to the extent imposed, shall remain your sole responsibility or that of the provider of the Benefits, as the case may be.

IN NO EVENT SHALL WE OR ANY OF OUR AFFILIATES, PARTNERS AND PROVIDERS OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR AGGRAVATED DAMAGES OR ANY OTHER DAMAGES OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM, PROGRAM WEBSITE, MEMBERSHIP GUIDE, ANY MATERIALS, INFORMATION, QUALIFICATION AND RECOMMENDATIONS APPEARING ON ANY PROGRAM WEBSITE, ANY SOFTWARE, TOOLS, TIPS, PRODUCTS, OR SERVICES OFFERED THROUGH, CONTAINED IN OR ADVERTISED ON ANY PROGRAM WEBSITE, AND/OR ANY LINK PROVIDED ON ANY PROGRAM WEBSITE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. THIS PROVISION SHALL SURVIVE THE TERMINATION OF YOUR MEMBERSHIP.

Changes to Terms and Conditions

We may, at any time, and at our sole discretion, modify this Membership Agreement by posting the modified Membership Agreement on the Program Website. You agree to review this Membership Agreement periodically on the Program Website. If You do not agree to any modification of this Membership Agreement, You must immediately cancel your membership. Continuing your membership following any such modifications will constitute your acceptance of the modified Membership Agreement.

Termination of Membership

YOU MAY TERMINATE THIS MEMBERSHIP AGREEMENT AND YOUR MEMBERSHIP AT ANY TIME BY CALLING US AT THE TOLL-FREE NUMBER LISTED ON YOUR MEMBERSHIP CARD/MATERIALS OR BY NOTIFYING US IN WRITING AT CUSTOMER SERVICE, DISTANCE MED, DISTANCE MED 1300 PENNSYLVANIA AVE NW # 190 – 708, WASHINGTON, DC 20004.YOUR CANCELLATION WILL BE EFFECTIVE PROMPTLY UPON THE RECEIPT OF YOUR CANCELLATION REQUEST. UPON CANCELLATION, YOU WILL NOT OWE ANY FURTHER MEMBERSHIP FEES AND WILL NOT BE ENTITLED TO A REFUND OF PAST FEES CHARGED TO YOUR ACCOUNT. DEPENDING UPON THE TERMS YOU AGREED TO, ANY ENROLLMENT, PROCESSING AND/OR TRIAL PERIOD FEES MAY NOT BE REFUNDABLE. ANY OTHER FEES OR CHARGES INCURRED IN CONNECTION WITH THE PROGRAM (INCLUDING BANK OR OVERDRAFT CHARGES) ARE YOUR RESPONSIBILITY. WE WILL TERMINATE YOUR MEMBERSHIP IF IT IS NOT USED IN ACCORDANCE WITH THIS MEMBERSHIP AGREEMENT OR YOU HAVE NOT PROPERLY ENROLLED IN THE PROGRAM. IN SUCH A CASE, WE RESERVE THE RIGHT TO: (1) NOT REFUND MEMBERSHIP FEES (INCLUDING, WITHOUT LIMITATION, ANY ENROLLMENT OR PROCESSING FEES, SHIPPING AND HANDLING CHARGES AND OTHER FEES, IN EACH CASE TO THE EXTENT APPLICABLE) PAID BY YOU AND/OR (2) NOT FULFILL ANY PENDING ORDERS FOR BENEFITS PURCHASED PRIOR TO CANCELLATION OF THE MEMBERSHIP. WE RESERVE THE RIGHT TO TERMINATE YOUR MEMBERSHIP AT ANY TIME FOR ANY OTHER REASON. A MEMBER IS PROHIBITED FROM RE-ENROLLING IN THE PROGRAM FOR TWELVE (12) MONTHS FOLLOWING CANCELLATION.

Entire Agreement

This Agreement contains all of the terms and conditions of Membership and no representations, inducements, promises or agreements concerning the Membership not included in this agreement shall be effective or enforceable. If any of the terms of this Agreement shall become invalid or unenforceable, the remaining terms shall remain in full force and effect.

Governing Law

THIS MEMBERSHIP AGREEMENT AND THE TERMS OF MEMBERSHIP SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PROVISIONS THEREOF.

Arbitration

PLEASE READ THIS PROVISION CAREFULLY. IT PROVIDES THAT ANY DISPUTE MAY BE RESOLVED BY BINDING ARBITRATION. ARBITRATION REPLACES THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING. IN ARBITRATION, A DISPUTE IS RESOLVED BY AN ARBITRATOR INSTEAD OF A JUDGE OR JURY. THE ARBITRATOR’S DECISION WILL GENERALLY BE FINAL AND BINDING. ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN COURT PROCEDURES.

Any claim, dispute or controversy between You and Us (or made by or against anyone connected with You or Us, or claiming through You or Us) arising from or relating to your membership (“Claim”), including Claims regarding applicability or validity of this arbitration provision, shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association (“AAA”) (except for any AAA rules providing for class claims or class arbitration) then in effect, subject to this Membership Agreement.

Any Claim regarding the validity or enforceability of this arbitration provision shall be governed by the laws of the State of New York, without giving effect to the choice of law provisions thereof. This arbitration provision is made pursuant to a transaction involving interstate commerce and, in all other respects, including the determination of any questions about whether Claims are within the scope of this arbitration provision and therefore subject to arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §1-16 (“FAA”), and shall be resolved by interpreting the arbitration provision in the broadest way the law will allow it to be construed.

All Claims are subject to arbitration, no matter what theory they are based on or what remedy they seek. This includes Claims based on contract, tort (including intentional tort), fraud, agency, negligence, statutory or regulatory provisions, or any other source of law. Claims made and remedies sought as part of a class action, private attorney general or other representative action are subject to arbitration on an individual (non-class, non-representative) basis. As an exception to arbitration, You and We retain the right to pursue in a small claims court located in the federal judicial district that includes your billing address at the time of the Claim, any Claim that is within the court’s jurisdiction and proceeds on an individual basis.

The arbitration shall be conducted before a single arbitrator, applying to the Claims the substantive laws of the State of New York without giving effect to the choice of law provisions thereof. The arbitrator’s authority is limited solely to the Claims between You and Us alone. The arbitration will not be consolidated with any other arbitration proceeding. You and We do not agree to any arbitration on a class action or representative basis, and the arbitrator shall not be authorized to treat any Claim on a class action or representative basis.

If You prevail in the arbitration of any Claim against Us, We will reimburse You for any fees that You paid to the AAA in connection with the arbitration. Any decision rendered will be final and binding on the parties, and judgment may be entered in a court of competent jurisdiction. Arbitration rules and forms may be obtained from the AAA at http://www.adr.org/. Claims shall be filed in any AAA office. However, any participatory hearing that You attend shall take place in New York, New York, unless You chose to have the hearing take place in the federal judicial district that includes your billing address at the time the arbitration Claim is filed.

This arbitration provision applies to all Claims now in existence or that may arise in the future. The arbitration provision shall survive termination of your membership as well as voluntary payment of the debt in full by You or any bankruptcy by You.

IF YOU DO NOT CHOOSE TO ACCEPT THIS BINDING ARBITRATION PROVISION, YOU MUST NOTIFY US IN WRITING BY REGISTERED MAIL AT ARBITRATION OPT-OUT, DISTANCE MED 1300 PENNSYLVANIA AVE NW # 190 – 708, WASHINGTON, DC 20004. WITHIN TWENTY (20) DAYS AFTER RECEIPT OF THIS MEMBERSHIP AGREEMENT. IF YOU SO NOTIFY US BY THAT TIME THAT YOU DO NOT ACCEPT THE BINDING ARBITRATION PROVISION, YOU MAY CONTINUE TO BE A MEMBER FOR THE CURRENT MEMBERSHIP TERM UNLESS THE MEMBERSHIP IS OTHERWISE TERMINATED HEREUNDER. HOWEVER, IN THE EVENT YOUR MEMBERSHIP IS CONTINUED, WE SHALL HAVE THE RIGHT NOT TO RENEW YOUR MEMBERSHIP AT THE END OF THE TWELFTH MONTH ANNIVERSARY DATE.

Availability Restrictions

This program is only available to residents of the contiguous United States (excluding any such states as We may designate from time to time in your Membership Guide and/or the Program Website). Orders to U.S. military post offices cannot be fulfilled.

Consent to Electronic Communications

You consent to receive communications from Us about your membership electronically, either by e-mail or by notices posted on the Program Website, as determined by Us in our sole discretion. You agree that any requirement that a notice, disclosure, agreement, or other communication be sent to You by Us in writing is satisfied by such electronic communication. You agree that We may send You e-mails which include notices about your membership as well as information pertaining to the program and services, such as featured products/services or new offerings. You agree that this information is part of your membership with Us.

Consent to Electronic Communications

You consent to receive communications from Us about your membership electronically, either by e-mail or by notices posted on the Program Website, as determined by Us in our sole discretion. You agree that any requirement that a notice, disclosure, agreement, or other communication be sent to You by Us in writing is satisfied by such electronic communication. You agree that We may send You e-mails which include notices about your membership as well as information pertaining to the program and services, such as featured products/services or new offerings. You agree that this information is part of your membership with Us.