Program Policies

Program Policies — Version 1.0

These Program Policies are incorporated by reference into the FlexCare 365 Independent Contractor Agreement (the "Agreement"). A breach of these Policies is a breach of the Agreement. Capitalized terms have the meaning given in the Agreement. The Company may amend these Policies on thirty (30) days' written notice; continued performance after the effective date of an amendment constitutes acceptance. Where these Policies conflict with the Agreement, the Agreement controls.

You are required to affirm that you have read, understand and agree to these Policies before you are permitted to sell. The Company records the date, time and network address of that acceptance.

1. Onboarding, Training and Certification

• You must complete every required module of the Academy and achieve the required passing score on the certification assessment before presenting, quoting or enrolling anyone.
• Assessments are graded by the Company. Sharing assessment questions or answers, or completing an assessment on behalf of another person, is grounds for immediate termination.
• The Company may release additional modules, updated compliance training or periodic recertification. You must complete any required module within thirty (30) days of notice. Failure to do so suspends your selling authority and your commission payments until completed.
• You must keep your legal name, mailing address, email address, telephone number and tax documentation current in the Company's systems at all times.
• Your Agent ID is personal to you. You may not share it, sell it, transfer it, or allow another person to enroll members under it.

2. Marketing and Advertising

2.1 Approval

• Use only marketing, presentation and recruiting materials the Company has created or approved in writing.
• Do not create, modify, translate or distribute any material describing the Company or its memberships without prior written approval. This includes websites, landing pages, social posts, stories, reels, video, audio, podcasts, printed flyers, email campaigns, text campaigns, paid advertising, webinars, presentation decks and material generated by artificial intelligence tools.
• Submit material for approval through the channel the Company designates. Approval is specific to the material, the audience and the channel submitted, and does not extend to later edits.
• The Company may withdraw approval of any material at any time. Remove withdrawn material from every channel within forty-eight (48) hours of notice.

2.2 Brand and channels

• Do not register or use any domain name, social media handle, page name, business name, trade name, app listing, advertising account or telephone number that includes "FlexCare 365," "FlexCare" or any confusingly similar term.
• Do not bid on the Company's brand terms in paid search, or run any paid advertising referencing the Company, without prior written approval.
• Do not create a business listing, review profile or map listing for the Company or for yourself using the Company's name.
• Use Company logos, colors and marks only in the form supplied. Do not alter, recolor, stretch, animate or recreate them, and do not combine them with any other brand without approval.
• Identify yourself accurately in every channel. Do not describe yourself as an employee, officer, director, agent-in-fact or representative of the Company beyond your appointed role, and do not use titles the Company has not assigned.

2.3 Outbound contact

• Comply with the Telephone Consumer Protection Act, the CAN-SPAM Act, applicable state telemarketing statutes, and all do-not-call and messaging consent requirements.
• Do not use purchased, scraped, harvested or otherwise unconsented contact lists.
• Do not use autodialing, prerecorded or artificial voice messages, or ringless voicemail, without documented prior express written consent.
• Honor every opt-out, do-not-call and unsubscribe request immediately and permanently, and record it.
• Identify yourself and the purpose of your contact at the start of every call and message. Do not use deceptive subject lines, sender names or caller identification.
• Do not contact any person who has already been contacted by the Company or another contractor about the same opportunity where the Company has designated that person as assigned.

3. How the Membership Must Be Described

3.1 Required characterization

• Always describe the product as a healthcare membership. Never call it insurance, a health plan, a health benefit plan, coverage, a policy, or a substitute or replacement for insurance.
• Include the Company's required disclosure that the membership is not insurance, does not satisfy the minimum essential coverage requirements of the Affordable Care Act, and is not a replacement for insurance.
• Never state or imply that the membership covers hospitalization, surgery, specialty care, emergency care, catastrophic events or anything beyond what the approved materials describe.
• Never use the word "benefit," or any employer-benefit framing, in any material directed to independent contractors, 1099 workers, gig workers or the organizations that engage them. Employer-benefit framing creates worker misclassification exposure for those organizations and is prohibited without exception.
• Never guarantee an outcome, a specific appointment time, a specific physician, a specific service, or a result of care.

3.2 Eligibility that must be disclosed

• Membership is available to persons aged two (2) through sixty-five (65) only.
• Persons enrolled in Medicare, Medicaid or Tricare are not eligible.
• Care is scheduled through the member advocacy channel. There are no walk-in visits.
• Certain program components are not available in every state. Disclose the applicable state limitations, in the form the Company supplies, in every material in which that component is described. Confirm current limitations in the resource library before publishing, as they change.

3.3 Information you must never disclose

• Never identify, name, describe or hint at the Company's clinical network partner or any vendor in any external, member-facing, employer-facing, recruiting or public material, or in any public forum, social channel or group chat.
• Never disclose the Company's wholesale, vendor or net cost of any membership, any margin, or any figure or formula from which cost or margin could be calculated.
• Never disclose the member advocacy telephone number or any member-only service channel to anyone who is not an enrolled member.
• Never disclose group or employer pricing, commission schedules or account information outside the specific engagement in which it was provided to you.

4. Earnings and Recruiting Claims

• Do not make, publish or imply any earnings claim, income projection, lifestyle claim, or representation of typical or potential results in connection with recruiting or promoting the contractor opportunity.
• Do not share your own income figures, commission statements, dashboard screenshots, bank notifications or payout confirmations for recruiting purposes, in any channel, including private messages and closed groups.
• Do not describe the opportunity as passive income, replacement income, financial freedom, or a path to any stated income level or timeframe.
• You may present the Company's published compensation rates exactly as published, and you may perform arithmetic on those published rates at a prospect's request, provided you make no representation about the results any person will or is likely to achieve and you use the Company's approved disclosure language alongside the figures.
• Do not represent that any person is guaranteed leads, prospects, appointments, an account, a territory or any level of Company support.

5. Enrollment Conduct

• Enroll members only through the enrollment systems and links the Company provides.
• Never collect, accept, hold, process, route or take possession of any payment from a member or prospect by any method, and never direct anyone to pay any person or account other than the Company's designated payment channel.
• Never pay, rebate, discount, advance or reimburse any part of a membership fee on a member's behalf, and never offer an incentive, gift, prize or inducement the Company has not published.
• Never complete an enrollment without the member's knowledge and authorization, and never enter false, borrowed or placeholder information into an enrollment.
• Never enroll a person you know or should know is ineligible.
• Never solicit, collect, record, transmit, store or discuss any medical, clinical or health information of a member or prospect, including conditions, medications, treatment or claims history. Enrollment requires none. Never advise whether a condition qualifies for any service.
• Do not give tax, legal, medical, insurance, benefits or worker classification advice. Refer those questions to the person's own advisors or to the channel the Company designates.

6. Member and Prospect Data

• All member and prospect data belongs to the Company. Keep it in the Company's systems.
• Do not copy, export, download, print, photograph, screenshot, forward or store member or prospect records outside the Company's systems, including in personal spreadsheets, notes applications, personal email or personal customer relationship tools.
• Do not upload member or prospect data to any third-party tool, artificial intelligence service, automation platform or advertising platform.
• Protect your account credentials. Do not share your login, and enable any security measure the Company requires.
• Report any suspected data loss, unauthorized access or lost device to the Company within twenty-four (24) hours.
• On termination, return or permanently destroy all Company data in your possession and certify it in writing if asked.

7. Service, Escalation and Complaints

• Route member service, billing, cancellation and clinical questions to the channels the Company designates. Do not attempt to resolve a billing or clinical matter yourself.
• Notify the Company immediately of any complaint, demand, subpoena, inquiry or investigation from a member, an employer, an attorney, a regulator, an insurance department, an attorney general or a consumer protection body, relating to the Company or to your activity.
• Do not respond substantively to any regulator or attorney about the Company without first consulting the Company.
• Do not speak to media, appear on a podcast, or make any public statement on behalf of the Company without prior written approval.
• Cooperate fully and promptly with any Company inquiry, audit or investigation into your enrollments, marketing or conduct.

8. Group Programs

A "Group Program" is an arrangement under which an employer or other sponsoring organization makes the Company's memberships available to its workforce or membership. A "Retail Group" is one in which enrolled individuals pay the published retail rate. A "Wholesale Group" is one in which the sponsoring organization pays a wholesale rate for some or all of the cost. An "Enrolled Member" is an individual whose membership fee for the month in question has been received in cleared funds and not reversed or refunded. Compensation on group enrollments is set out on Schedule A of the Agreement.

8.1 Registration and assignment

• Register every prospective Group Program with the Company in writing, using the process the Company designates, before making contact. Registration is effective only on the Company's written confirmation.
• A confirmed registration lapses one hundred eighty (180) days after confirmation if the program has not gone into effect, unless the Company extends it in writing.
• Where more than one contractor registers the same organization, the Company assigns the account to the earlier confirmed registration unless it determines that a later registrant has a materially more advanced relationship. The Company reserves any organization it or its principals have previously contacted or designates as a house account. Assignment decisions are final.
• The Company may decline any Group Program, set or change wholesale pricing, negotiate directly with any organization, and determine all program terms. You have no right to any account, price or term.

8.2 Pricing and proposals

• Present only the pricing the Company has published or approved in writing for that specific program. Compensation is not payable on any program written at pricing the Company did not approve in advance.
• Where the Company prices a program below its published wholesale tiers, compensation is set by the rule on Schedule A. There is no per-deal negotiation of commission and no separate commission document.
• When the Company confirms your registration of an account it will tell you the compensation rate that applies to it before you make contact. Any marketing or referral fee the Company agrees with a participating employer is paid from the Company's own share and does not reduce your compensation.
• Never state a percentage, wholesale rate, vendor cost or margin figure to a sponsoring organization or any third party.

8.3 Conduct with sponsoring organizations

• Never describe the membership to a sponsoring organization as a benefit, an employee benefit, a benefits plan, a group health plan or coverage, and never state or imply that it satisfies any employer obligation under the Affordable Care Act, ERISA or any other law.
• Where the organization engages independent contractors or 1099 workers, use no benefit framing of any kind. Present the program only as an option made available to individuals who enroll and pay in their own capacity.
• Give no tax, legal, employment, benefits or worker classification advice. Refer those questions to the organization's own advisors.
• Never represent that the Company will accept any group size, price, effective date, eligibility rule or term it has not approved in writing.
• Never accept, request or take possession of any employee roster, payroll file, census or member data outside the systems the Company designates.

9. Material Breach

The following constitute Material Breach for the purposes of Section 6.2 of the Agreement and may result in immediate termination without an opportunity to cure. They are prohibited without exception:

• Fraud, dishonesty, forgery, or any fabricated, duplicated or unauthorized enrollment
• Any misrepresentation to a member, prospect, employer, regulator or the Company
• Describing the membership as insurance or as satisfying the Affordable Care Act
• Disclosing the clinical partner, vendor identity, wholesale or net cost, or other Confidential Information
• Collecting, intercepting or diverting a member payment, or offering an unpublished inducement
• Making an earnings claim or income projection
• Soliciting or collecting health information
• Conducting licensed insurance activity in connection with the Agreement
• Harassment, discrimination, threats or abusive conduct toward any member, prospect, contractor, vendor or Company personnel
• Sharing your Agent ID or credentials, or enrolling members under another person's Agent ID

10. Cause

The following constitute Cause for the purposes of Section 6.3 of the Agreement and may result in termination on thirty (30) days' notice if not cured within that period:

• Use of unapproved marketing material, or failure to remove withdrawn material within forty-eight (48) hours
• A pattern of member, prospect or sponsoring organization complaints
• Failure to respond to Company communications
• Failure to complete required training or recertification within thirty (30) days of notice
• Non-payment of any amount owed to the Company
• Inaccurate statements about the membership that do not rise to misrepresentation
• One hundred eighty (180) consecutive days without a new enrolled member
• Any other material breach of the Agreement or these Policies not listed in Section 9

11. Enforcement

The Company may respond to a violation of these Policies by requiring corrective action, requiring removal of material, requiring additional training, suspending selling authority, suspending system access, suspending or withholding compensation pending investigation, recovering compensation paid on an invalid enrollment, reclassifying your role, or terminating the Agreement under Section 6 of the Agreement. The Company's choice of response in one instance does not limit its options in another, and no failure to enforce any provision waives it.

Questions about anything in these Policies should be directed to the Company before you act. If you are unsure whether something is permitted, it is not permitted until the Company confirms in writing that it is.