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ALDEN F. ABBOTT

Acting General Counsel

SARAH SCHROEDER, Cal. Bar No. 221528 

ROBERTA TONELLI, Cal. Bar No. 278738 

EVAN ROSE, Cal. Bar No. 253478 

Federal Trade Commission

901 Market Street, Suite 570 

San Francisco, CA 94103 

sschroeder@ftc.gov, rtonelli@ftc.gov, erose@ftc.gov

Tel: (415) 848-5100; Fax: (415) 848-5184 

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

OAKLAND DIVISION

FEDERAL TRADE COMMISSION, 

 Plaintiff,

 vs. 

AMERICAN FINANCIAL BENEFITS 

CENTER, a corporation, also d/b/a AFB and AF 

STUDENT SERVICES; 

AMERITECH FINANCIAL, a corporation; 

 

FINANCIAL EDUCATION BENEFITS 

CENTER, a corporation; and

BRANDON DEMOND FRERE, individually 

and as an officer of AMERICAN FINANCIAL 

BENEFITS CENTER, AMERITECH 

FINANCIAL, and FINANCIAL EDUCATION 

BENEFITS CENTER,

 

 Defendants. 

Case No. 4:18-cv-00806-SBA

Related Case: 4:17-cv-04817-SBA 

DECLARATION OF GILBERT 

VASQUEZ IN SUPPORT OF 

F EDERAL TRADE COMMISSION’S 

MOTION FOR PRELIMINARY 

INJUNCTION

Case 4:18-cv-00806-SBA Document 114 Filed 04/19/18 Page 1 of 3

DECLARATION OF GILBERT VASQUEZ IN SUPPORT OF FEDERAL TRADE 

COMMISSION’S MOTION FOR PRELIMINARY INJUNCTION

 4:18-CV-00806-SBA
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DECLARATION OF GILBERT VASQUEZ 

I. My name is Gilbert Vasquez and I serve as General Counsel and Vice President 

of Compliance at New Benefits, Ltd. (''NB"), a company headquartered in Dallas, Texas. The 

following statements are within my personal knowledge and if called as a witness I could and 

would competently testify thereto. 

2. NB operates as a Discount Medical Plan Organization ("DMPO"). A DMPO is 

an entity that, in exchange for fees, dues, charges or other consideration, provides access to a 

wide variety of medical, lifestyle and wellness services at a discounted rate. NB provides over 30

health, wellness, personal security, financial, travel, and leisure benefit solutions and services to 

customers across the United States. A DMPO contracts with vendors, providers or provider 

networks, or other DMPO's to offer this access. 

3. NB is licensed, registered, regulated, and/or bonded as a DMPO in 35 states. The 

licensing requirements of each state varies, but most require the DMPO applicant satisfy rigorous

standards and background checks for the entity and the individuals acting as management for the 

DMPO. DMPO products and services are not insurance. 

4. Financial Education Benefits Center ("FEBC") was referred to NB by an attendee 

at an industry conference in April 2017. On or about May 25,2017, FEBC submitted a 

Prospective Client Profile ("PCP") to NB as part of the application process to become a new 

client. On August I 5, 2017, FEBC and NB executed a marketing agreement to replace an 

existing DMPO for future customers of FEBC. Per the PCP, the existing DMPO was an 

organization called "Aon Benefit Solution." Attached as Exhibit A is a copy of the marketing 

agreement and PCP. 

5. On the PCP, FEBC stated that its primary purpose was "to promote financial, 

mental and lifestyle wellness by providing benefits through a variety of specialty services 

designed to help you achieve your life goals. Whether your priority is personal financial 

wellness, physical or mental health, or simple everyday saving plans that work, we are here to 

exceed your expectations." FEBC stated its services were not "tailored to a specific 

Vasquez Declaration - Page I 

Case 4:18-cv-00806-SBA Document 114 Filed 04/19/18 Page 2 of 3
1 demographic, as long as they are an adult and a US citizen." FEBC did not express why they 

were attempting to replace the existing DMPO relationship for future memberships. 

6. FEBC elected to access to all of the benefits NB provides, and therefore received 

wholesale prices for each benefit. Schedule 1 to the marketing agreement details each benefit 

along with the wholesale price for each benefit, most of which are billed at a per member, per 

month basis. 

7. The registration process for a new member require that FEBC submit to NB new 

member information such as name, address, etc., along with the benefits/services associated with 

each new member. NB then works with its various third party providers to input the new 

member's credentials and grant access to the specific services associated with each member. NB 

then bills FEBC on a per month basis based on the number of members and the services for each 

member. 

8. On the PCP, FEBC projected that it would register 5,500 members within 12 

months. As of April 5, 2018, FEBC had enrolled 6 members, who, upon information and belief, 

are employees of FEBC. Attached as Exhibit B is a document identifying these 6 members. 

9. On April 2, 2018, FEBC attempted to submit a Utah resident for membership. 

This membership was rejected by NB due to the fact FEBC does not hold the requisite Utah 

license in order to market NB's discount benefits in that state. Attached as Exhibit C is a copy of

this rejection notice. 

IO. Effective April 5, 2018, the Marketing Agreement between NB and FEBC, along 

with the six (employee) members have been terminated. 

11. 

Ape,/ 

I declare under 

, 

penalty of perjury that the foregoing is true and correct. Executed 

on ) § 2018, in Texas. 

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Vasquez Declaration - Page 2 

Case 4:18-cv-00806-SBA Document 114 Filed 04/19/18 Page 3 of 3
Vasquez Exhibit A

Case 4:18-cv-00806-SBA Document 114-1 Filed 04/19/18 Page 1 of 26
Vasquez Exhibit A-1

BENEFITS CENTER (hereinafter referred to as 

Marketer

) whose principal place of business is located at 2010 

Crow Canyon Place Suite I 00, San Ramon, CA 94583. 

WITNESS ETH 

WHEREAS, NB is engaged in the business of the development, design, marketing, sale and distribution of discount 

medical and lifestyle benefits of either NB's proprietary networks or third-party vendors for whom NB is an 

authorized marketer (hereinafter referred to as "Vendor"); and 

WHEREAS, Marketer desires to market, promote, sell and/or distribute discount benefit programs offered through 

NB. 

NOW THEREFORE, in consideration of the mutual agreements and covenants herein contained, and for other 

good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, 

intending to be legally bound, hereby agree as follows: 

1. NB DUTIES AND RESPONSIBILITIES 

As hereinafter set forth, NB agrees to perform the following duties and accepts the following responsibilities: 

(A) Provide products and services for discount benefits (collectively referred to as "Program Benefits") 

listed in Schedule I, attached hereto and incorporated herein by this reference, to Marketer. Program 

Benefits shall be provided to individuals who are procured by Marketer ("Member(s)") and pay fees 

("Membership Fees"), calculated on a monthly or annual basis, to purchase memberships and take 

advantage of such Program Benefits ("Memberships"). 

(B) Provide toll-free telephone service for eligible Members to access providers and member service 

functions ("Membership Services"). Except on holidays, trained member service representatives shall 

be available to provide Membership Services from 7:00 a.m. to 7:00 p.m. Central Time, Monday 

through Friday and from 8:00 a.m. to 5:00 p.m. Central Time, Saturday. 

(C) Provide a web site for Members to locate participating providers of Program Benefits. 

(D) Provide Marketer with verbiage for use in the sales, marketing, enrollment, advertising, and 

membership materials used in connection with marketing of the Program Benefits. Any changes to 

this verbiage must be approved in writing by NB. 

(E) Provide custom membership kits as defined in Schedule I and assist Marketer with the design thereof. 

Should Marketer request more than two (2) design revisions, the additional revisions will be 

pe1formed at a cost of one hundred dollars ($ I 00.00) per hour. 

(F) Reserve the right to add, modify or delete parts/pricing of Program Benefits and other services 

provided under the terms of th is Agreement upon sufficient notice to Marketer and/or Members, as 

applicable. 

CONFIDENTIAL- Marketing 

Agreement Financial Education Benefits 

Center 

Page 1 of 14 

6/30/2017 

Rev. 6/2017 
Vasquez Exhibit A-2

trademarks, or service marks of NB 

or any Vendor under contract with NB. Such approval will not be unreasonably withheld by NB. Marketer shall use only approved marketing, enrollment, and benefit description verbiage when describing or making reference to Program Benefits. Marketer must secure written approval for all reprints when any changes have been made to previously approved Marketing Materials. 

(B) Link Marketer's web site(s) created for the purpose of marketing Program Benefits, if any, exclusively to the links provided by NB. 

(C) Execute a Telemarketing Addendum if Marketer conducts inbound and/or outbound telephone sales to market Program Benefits. Marketer shall provide NB with all telephone numbers, websites and third-party telemarketing call centers to be used for sales prior to conducting calls. (D) Train each independent sales representative, affiliate and/or third-party marketing entity ("ISR(s)") recruited by Marketer to sell Program Benefits. Marketer is responsible for ensuring each ISR represents the Program Benefits accurately. Each JSR must execute a Marketing Representative Acknowledgement ("MRA ") prior to marketing. 

(I) Marketer agrees to indemnify, defend and hold NB hannless from any and all loss, claims, demands, damages, suits, liabilities and any costs or expenses, including reasonable attorney's fees, arising from or in any way connected with (i) the failure of the JSR to perform its duties 

acc

ording to the terms of the MRA and/or (ii) any representation made by JSR which is false, misleading or contains any material misstatement or omission of fact. 

(2) NB reserves the right to refuse contracting with any ISR or Member produced by an lSR, for 

reas

onable cause. 

(E) Shall be responsible for all costs and expenses associated with performing its services pursuant to this Agreement, including Marketing Materials. 

(F) Send all new Member eligibility information to NB in a mutually agreed upon format within ten (10) days of receipt. Marketer agrees to use best efforts to ensure all data supplied for processing is in good condition, correct, complete, and in proper format. 

(G) In the event Marketer collects Membership 

Fees, Marketer shall remit the Wholesale Net Price asset 

forth in Schedule I for each Membership under the following terms and conditions: 

( 1) Wholesale Net Price ("Compensation") shall be paid on or before the twentieth (20th) day of each month for all Members active on the last day of the previous month. 

(2) If Marketer fails to remit Compensation in full by 5:00 p.m. Central Time on the last business day of the month, after giving notice (i) NB may elect, without prejudice to any other rights or remedies that it may have, to suspend access to the Membership Services pending remittance of the Compensation. Failure to pay will result in a one hundred dollar ($100) reactivation fee plus the full amount of the unpaid bill; and (ii) if Compensation is not received by the tenth (I 

0th) day of the following month this Agreement and Memberships may be terminated at NB's sole discretion. 

CONFIDENTIAL- Marketing 

Agreement Financial Education Benefits 

Center 

Page 2 of 14 

6/30/2017 

Rev. 6/2017 
Vasquez Exhibit A-3

may 

pressly authorizes NB to deduct any monies due under this paragraph from any compensation that be due to Marketer. 

(J) Not multilevel market NB's Program Benefits without prior written consent of NB. (K) Sell Memberships at a price determined by NB and agreed upon by both parties. (L) Pay NB a one-time non-refundable setup fee of three thousand dollars ($3,000.00) within ten (I 0) business days following both patties' execution of this Agreement. Failure to pay will result in 

minimum 

immediate termination of this Agreement with no further action required. Should Marketer register a of three thousand (3,000) active Members within the first twelve (12) months following the execution of this Agreement, a Request for Credit Form may be submitted and NB will reimburse the setup fee within five (5) business days of receipt of such Form. (M) Have a minimum of two hundred and fifty (250) active Members within 

nine (9) months following the execution of this Agreement. Marketer will be billed an amount equal to one dollar ($1) 

b multiplied 

Market

y the difference between its number 

of Members and 250 each month thereafter until such time as 

M

er has two hundred and fifty (250) Members. The shortfall amount will be deducted from arketer's commission or invoiced in cases of insufficient commissi

on. 

3. NATURE OF RELATIONSHIP No terms or provisions of this Agreement are intended to create nor shall they be deemed 

or any construed relationship to create between NB and Marketer other than that of independent entities contracting with hereunder each other solely for the purpose of affecting the terms and provisions of this Agreement. The parties hereto and are shall not not be deemed for any purpose to be joint ventures, partners, or agents of each other. Neither heret of the o, the partie ir s partners, nor any of their respective officers, directors, members, managers, or represent employees, themselves shall as the partner, employee, or agent of the other party, and shall not be deemed or be the construed partner, to employee, or agent of the other party. Both parties agree to adhere to all applicable and/or laws, regulations, rules, 

Benefits. Neither 

including, but not limited to, those pertaining to the solicitation and marketing of the Program party is authorized to represent the other party for any purpose, except as this Agreement, without specifically provided in the prior written co

nsent of that party. Further, unless otherwise set forth herein, is not Marketer authorized to make, alter, or discharge contracts, extend the time or method of payment, or any money waive or retain due NB unless previously agreed to in writing. 

4. RECOGNITION OF VALIDITY OF INTELLECTUAL The PROPERTY parties hereby agree, and shall at all times recognize, the validity of any and all intellectual other property party, of the 

materials 

including, but not limited to, trademarks, trade names, service marks, icons, RSS feeds and (so

m copyrighted etimes collectively referred to as " Intellectual Property") of such other party and thereof the by s ownership uch other party and shall not at any time put in issue or contest, either directly or an indirectly, 

d/ the or ownership validity of such Intellectual Property. In addition, nothing in this Agreement shall give either interest party in any any Intellectual Property, or in any design of the other party used in connection therewith. It is further 

CONFIDENTIAL - Marketing Agree

ment 

Financial Education Benefits 6/30/2017 

Center Rev. 6/2017 

Page 3 of 14 
Vasquez Exhibit A-4

g

ent. This Agreement shall automatically renew on the same terms and conditions for successive 

one- year periods, unless terminated in writing, as outlined below. Jn the event this Agreement is terminated for any 

Marketer

reason, and Memberships are deactivated by NB pursuant to the terms below, NB will notify existing Members at 's expense (if any) of pending cancellation. In no event shall memberships be deactivated with less than thirty (30) days' notice to Marketer and the Members. Termination of this Agreement does not relieve either party of the obligation to pay all monies due and owing hereunder. This Agreement may be terminated at any time as follows: 

(A) Without cause by either party upon thirty (30) days' prior wrinen notice to the other party. ln the event this Agreement is terminated by NB without cause, existing business and renewals may continue to be serviced as long as Membership Fees are paid to NB when due in accordance with the terms of the Agreement. Commissions owed Marketer will be paid according to the terms of this Agreement. 

(8) With cause by either party. The 

non-breaching party shall give written notice of any alleged default or breach of the terms of this Agreement, or those contained in any subsequent amendments or schedules, demanding remedy within ten (I 0) days. If the default or breach is not remedied to the satisfaction of the non-breaching party within ten {I 0) days, this Agreement can be terminated immediately by written notice to the breaching party. Existing business and renewals may continue to be serviced at the sole discretion of NB as long as Membership Fees are paid when due in accordance with the terms of the Agreement. 

(C) With five (5) days' written notice by NB for misrepresentation by Marketer and/or Marketer's JSR of the Program Benefits in the marketplace. Existing business and renewals may continue to be serviced at the sole discretion of NB as long as Membership Fees are paid when due in accordance with the terms of the Agreement. 

(D) With five (5) days' written notice by NB in the event Marketer conducts inbound and/or outbound telephone sales calls to market the Program Benefits without executing a required Telemarketing Addendum. 

Existing business and renewals may continue to be serviced at the sole discreti

on of NB as long as Membership Fees are paid when due in accordance with the tenns of the Agreement. (£) With ten (10) days' written notice in the event of any impermissible disclosure of Confidential Information in breach of Section 6 of this Agreement. Existing business and renewals may continue to be serviced at the sole discretion of NB as long as Membership Fees are paid when due in accordance with the terms of the Agreement (G) NB may terminate this Agreement immediately or at any time under the following circumstances: (1 ) If Marketer has any unauthorized 

Membership(s) (Memberships that have not been submitted to NB and/or have not been paid for by Marketer). Existing business and renewals may continue to be serviced at the sole discretion of NB as long as Membership Fees are paid when due in accordance with the terms of the Agreement. (2) If Marketer, its affiliates, related entities, and/or subsidiaries, or any partner and/or agent acting on behalf of Marketer, engages directly in conduct that violates any law, rule or regulation 

CONFIDENTIAL- Marketing 

Agreement Financial Education Benefits 6/30/2017 

Center Rev. 6/2017 

Page 4 of 14 
Vasquez Exhibit A-5

y 

p Fees directly from the Members. Marketer releases any claims to all 

amounts including commissions 

Marketer 

from payments collected by NB under this clause. Terminati

on of this Agreement does not relieve or NB of the obligation to pay all monies due and owing hereunder. (I) Either party may terminate the Agreement immediately if the oth

er party becomes insolvent or is unable to pay its debts or enters into or files (or has filed 

or commenced against it) a petiti

o

n, 

arrangement, application, action or other proceeding seeking relief 

or protection under the bankruptcy laws of the United St

ates or any similar laws of the United States or any state of the United States. Commissions owed to Marketer will be paid according to the terms of this Agreement. 

6. CONFIDENTIALITY The parties each acknowledge and agree that, in the perfom1ance 

of its duties and obligations under this it may r Agreement, 

Confidential 

eceive or have disclosed to it Confidential Information 

of the other party. For the purpose of this Agreement, 

written, 

Information shall mean any and all infonnation 

of a confidential or 

proprietary nature, whether oral, computer software (including but not limited to source code), or other medium for storage infonnation of , documents, names of customers/clients/members, software, present and future produ

cts, price quotes, propos

ed commission structures, and policies (including listing thereof and documentation related thereto) disclosed by either party hereto to the other, its employees, 

officers, directors, agents, 

or representatives, during the term of this Agreement. The parties acknowledge and agree the Confidential Information is proprietary to valuable , and a trade secret of, the disclosing party, and any disclosure or unauth

oriz

ed use thereof will cause irrepa harm rable to the disclosing party. Each party reserves the right to terminate this Agreement at any time by giving notice written to the 

other party in the event 

of any impermissible disclosure hereunder. 

Accordingly, the parties each agree and undertake: 

(A) to treat Confidential Jnformation in confidence and use it only in 

connection with this Agreem

ent; 

(8) not to copy, in whole 

or in part, Confidential Information except insofar as is reas

onably necessary for 

p

erformance of the 

A

greement and without first obtaining the prior written consent of the disclosing party; 

(C) not to disclose Confidential Information except that such infonnation may be disclosed to the receiving party's directors, 

officers, and employees to the extent necessary for purposes directly related to the performances of receiving party's duties under this Agreem

ent; 

(D) to return Confidential Information, including all copies and records thereof, at the expiration or earlier termination of this Agreem

ent, provided however, the parties may retain such infonn

ation as is 

reasonably necessary for the performance of the parties' respective duties 

and 

obligations after expiration of the Agreement; (E) not to use Confidential Information to compete or assist any person or entity in competing with the business of the other 

p

arty or its affiliates; (F) not to solicit and/or hire any employee of the 

other party; 

CONFIDENTIAL- Marketing 

Agreement Financial Education Benefits 

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Page 5 of 14 

6/30/2017 

Rev. 6/2017 
Vasquez Exhibit A-6

e existence, tenns, and circumstances comprising such a request; (ii) consult with the disclosing party on the advisability of taking steps to resist or narrow that request, and to the extent legally permissible, delay such dis

closure until the disclosing party has taken all reasonable steps necessary to resist or narrow that request; (iii) if disclosure of the Confidential Information is required, after notifying the disclosing party, furnish only such portion of the Confidential Information as the receiving party is advised by counsel is legally required to be disclosed; and (iv) cooperate with the disclosing party, at the disclosing party's expense, in its efforts to obtain a protective or limiting order or other reliable assurance that confidential treatment will be afforded to that portion of the Confidential Information that is required to be disclosed. Upon tennination of this Agreement, all of either party's Confidential lnfonnation in any form, including that generated the other party will be returned to such party and an officer or other representative of the 

other party shall certify same in writing. 

Confidential Information does 

n

ot include (i) 

any infonnation that, prior to or after the date hereof, was, is or becomes generally or publicly known (other than as a result of unauthorized disclosure by the other party or its representatives). or (ii) any information that was in the possession of the 

other party prior to disclosure by the other party, or (iii) is disclosed by a court or governmental entity during bona fide legal proceedings. 

7. NON-COMPETITION Marketer agrees during the term of this Agreement, and for a period of one (I) year after the termination of this Agreement (with the exception of NB terminating this Agreement without cause), it shall not directly contract with any Vendors made available to Marketer under the terms of this Agreement or any subsequent Addendum(s). This section 

does not apply to any Vendor with 

w

hich Marketer has a contractual relationship prior to the effective date of this Agreement. Additionally, Market

er shall not be precluded from contracting with another Discount Medical Plan Organization (DMPO) or other companies offering services from similar or the same Vendors. 

Marketer 

Marketer agrees it shall not utilize NB's Confidential lnfonnation, including provider list(s) made available to by NB under the terms of this Agreement, to solicit and/or contract with any providers for any purpose including the establishment of its own vision, chiropractic, or any other provider network. 

NB agrees that it shall not directly solicit any Members to contract with NB directly while they are receiving Program Benefits or for two years thereafter. Provided, however, the parties agree nothing herein shall prevent any other independent marketer(s) contracted with NB from soliciting such Members in the normal course of business of such marketer(s). 

8. INDEMNIFICATION NB AGREES, EXCEPT AS OTHERWISE PROVID

ED, TO INDEMNIFY, DEFEND AND HOLD MARKETER HARMLESS FROM ANY A ND ALL LOSS, CLAIMS. DEMANDS, DAMAGES, SUITS, LJABILITIES AND ANY COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, ARISING FROM OR IN 

CONFIDENTIAL - Marketing Agreement Financial Education Benefits 

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Page 6 of 14 

6/30/2017 

Rev. 6/2017 
Vasquez Exhibit A-7

 

WAY 

MARKETER

CONNECTED WITH (I) THE SALE OR DISTRIBUTION OF PROGRAM BENEFITS BY 

AGREEMENT; 

; ((I) MARKETER'S BREA

CH AND/OR DEFAULT UNDER THE TERMS OF THIS OR (UI) ANY MISREPRESENTATION BY MARKETER rN THIS AGREEMENT INFORMATION OR PROVIDED BY MARKETER TONB. 

NB AND MARKETER ACKNOWLEDGE THAT THE FOREGOING INDEMNITIES, TOGETHER THIS WITH STATEMENT, COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS CONSPfCUOUS. PARTIES THE AGREE AND UNDERSTAND THAT THE INDEMNIFICATION PROVISIONS CONTAINED IN THIS AGREEMENT SURVIVE TERMINATION. 

9. LIMITED LIABILITY THE PARTIES AGREE THAT THE OTHER PARTY WILL NOT BE LIABLE FOR ANY INCIDENTAL, 

UMITED 

INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, (NCLUDING BUT NOT TO, DAMAGES OR COSTS (NCURRED AS A RESULT OF LOSS OF TIME, LOSS OF LOSS SAVINGS, OF DATA, LOSS OF PROFITS, OR LOSS OF GOODWILL, WHETHER FORESEEABLE UNFORESEEABLE OR , THAT MAY ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT, IF EVEN 

DAMAGES 

THE OTHER PARTY HAS BEEN NOTIFIED OF THE POSSlBILITY OR LIKELIHOOD OF SUCH OR COSTS OCCURRrNG, AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT TORT, NEGLIGENCE , , STRICT LIABILITY, PRODUCTS LIABlLITY OR OTHERWISE. 

l 0. ESSENTIAL ELEMENTS Marketer's agreements contained in Sections 6, 7, 8, and 9 are central to and are material inducements entering to NB into this Agreement and selling the Program to Marketer, and NB would not enter into this Agreement in the absence of such agreements. Marketer agrees, acknowledges and understands that any breach of the terms Sections of 6, 7, 8 and/or 9 by Marketer would cause irreparable harm to NB. Marketer acknowledges that breaches if it 

Agreement 

or threatens to breach the Sections referenced in this clause and/or any applicable portion of the 

NB 

subject to such equitable relief, NB will not have an adequate remedy in money or damages, and that shal I be entitled, in addition to any other remedies at law or in equity, to specific performance, including without limitation, injunctive relief, without posting a bond and/or any other security for any such breach or threatened breach. 

NB

Agreement 

's agreements contained in Sections 6, 8 and 9 are central and material to Marketer's entering into this and selling the Program Benefits, 

and Marketer would not enter into this Agreement in the absence such agreements. of NB agrees, acknowledges and understands that any breach of the tenns of Sections 6, 8 and by NB would 

/or 9 cause irreparable harm to Marketer. NB acknowledges that if it breaches or threatens to brea Sections 

ch the 

Marketer 

referenced in this clause and/or any applicable portion of the Agreement subject to such equitable relief, will not have an adequate remedy in money or damages, and that Marketer shall be entitled, in addition 

CONFIDENTIAL- Marketing Agreement Financial Education Benefits 

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Page 7 of 14 

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Rev. 6/2017 
Vasquez Exhibit A-8

12. ASSIGNMENT 

Neither this Agreement nor any of the benefits to accrue hereunder shall be assigned or transferred, either in whole 

or in part by Marketer or NB, without the prior written consent of the other party, which consent shall not be unreasonably withheld. If either party assigns this Agreement and its rights and obi igations hereunder in accordance herewith, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns. Otherwise, such assignment shall be null and void. 

13. WAIVERS 

The failure of any party to insist upon the prompt and punctual performance of any terms or conditions in this Agreement, or the failure of any party to exercise any right or remedy under the terms of this Agreement on any one or more occasions shall not constitute a waiver of that or any other tenn, condition, right, or remedy on that or any subsequent occasion, unless otherwise expressly provided for herein. 

14. CONSTRUCTION 

This Agreement shall be interpreted as though it were mutually drafted. The masculine shall be deemed to include the feminine and vice versa, and the singular shall be deemed to include the plural and vice versa. All references to dollar amounts in this Agreement means amounts in currency of the United States of America. In the event of a dispute hereunder, this Agreement shall be interpreted in accordance with its fair meaning and shall not be interpreted for or against any party hereto on the grounds such party drafted or caused to be drafted this Agreement or any part hereof, nor shall any presumption or burden of proof or persuasion be implied by virtue of the fact this Agreement may have been prepared by or at the request of a particular party or their counsel. 

15. CAPTIONS 

The paragraph captions contained in this Agreement are intended for purposes of convenience or reference only and shall not be considered in construing this instrument. 

16. FORCE MAJE URE Neither party shall be deemed to be in default of any provisions of this Agreement, or for failure in performance, resulting from acts or events beyond the control of any such party provided that the party claiming force majeure shall give the other party prompt notice of such condition. Such acts shall include, but not be limited to, acts of God, civil or military authority and disturbance, war, strikes, fires, other catastrophes, or other events beyond the parties' reasonable control. Force majeure conditions shall not excuse payment obligations provided services remain current. 

17. MISCELLANEOUS SERVICES 

Should Marketer request additional services including, but not limited to, programming, programming changes, commission disbursement restructure, system development, etc., services will be performed at NB's current Time 

CONFIDENTIAL - Marketing 

Agreement Financial Education Benefits 

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Page 8 of 14 

6/30/2017 

Rev. 6/2017 
Vasquez Exhibit A-9

will be entitled to recover its reasonable costs and expenses in enforcing this Agreement, including, but not limited to. attorneys' fees. 

20. PARTICIPATION NB and Marketer and their respective counsel participated in the preparation of this Agreement. In the event of any ambiguity in this Agreement, no presumption shall arise 

based on the identity of the draftsman of this Agreement. 

21. OPPORTUNITY TO CONSULT AN ATTORNEY The parties hereto acknowledge and agree they have had an opportunity to review this Agreement and consult with an attorney prior to accepting its tenns, and by signing below agrees there was no duress placed upon them and there were no representations made other than those contained in this 

A

greement. 

22. RESPONSIBILITY TO AND RIGHTS OF THIRD PARTIES Marketer acknowledges and agrees (a) NB does not practice medicine 

or any other licensed profession, (b) 

NB does not control the provision of services to Marketer's members, (c) NB does not control the actions of its Vendors and is 

not responsible in the event one or more of these Vendors terminate, cease, or modify the service(s) and/or product(s) offered in the Program Benefits, and (d) NB is not responsible for the care and treatment rendered by participating professionals from the respective network in which they are associated; such care and treatment being the sole responsibility 

of the participating professionals from the respective network in which they are associated. Further, Marketer acknowledges and agrees Members shall be solely financially responsible for paying the contracted discount rate/fee at the point of service. 

23. LEGAL COMPLIANCE In relation to the subject of this Agreement, each party shall perform its duties in compliance with all applicable laws, ordinances, regulations and other requirements, state 

or federal, that are 

now governing or may in the future govern the subject matter of this Agreement. Additionally, each party shall secure and maintain all licenses, registrations and permits by any local, state, federal, or governmental authority required of them in the performance of its obligations under this Agreement. Upon request, each party agrees to supply any documentation to the other party in order to assist in resolving any Member complaint. 

24. AUDIT The parties agree to allow each other access to, and audit privilege of, proprietary, pertinent and relevant records, document and data in 

order to validate compliance with the terms and conditions of this Agreement during regular business hours, 

9:00 am to 5:00 p.m. Central Time. 

Upon receipt and acknowledgement of a thirty (30) day prior written notice, either party will reasonably grant such access and audit privileges (all expenses to be paid by the requesting party). The auditing party shall only have access to information that is directly relevant, as determined in the disclosing party's sole discretion, to such compliance. 

CONFIDENTIAL - Marketing Agreement 

Financial Education Benefits 

Center 

Page 9 of 14 

6/30/2017 

Rev. 6/2017 
Vasquez Exhibit A-10

, 

75244 

San Ramon, CA 94583 

All notices, requests and other communications delivered personally will be deemed given upon delivery. All notices, requests and other communications provided by express delivery to the addresses provided in this Section will 

may 

be deemed given upon deposit with the established express delivery company. Any party from time to time change its address or other information for purposes of notices to that pa11y by giving notice specifying such change to the other party hereto. 

26. GOVERNING LAW This Agreement is made in the County of Dallas, State of Texas, and shall be construed and interpreted in accordance with the laws of the State of Texas. Venue for any disputes is in Dallas, Dallas County, Texas. 

27. ENTIRE AGREEMENT 

Agreements 

This Agreement contains the entire and only Agreement between the parties hereto and supersedes other prior between the parties whether written or oral. Except as otherwise provided in this Agreement, no provision of this Agreement may be amended, modified or waived except by a written agreement signed by both parties. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument. A copy of this Agreement containing signatures of all parties hereto shall constitute an original document for all purposes. 

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK 

CONFIDENTIAL - Marketing 

Agreement Financial Education Benefits 

Center 

Page 10 of 14 

6/30/2017 

Rev. 612017 
Vasquez Exhibit A-11

Address: 20 IO Crow Canyon Place, Suite I 00 

San Ramon, CA 94583 

Phone: 

Email: brandon@febcp.com 

Fed. Tax ro: 475462389 

Marketer#: - (assigned by NB) 

Aug 15, 2017 

THE REMAINDER OF THIS PAGE JS INTENTJQNALl.cY LEFT BLANK 

CONFIDENTIAL- Marketing 

Agreement f inancial Education Benefits 

Center 

Page 11 of 14 

6/30n0t7 

Rev. 6/2017 
Vasquez Exhibit A-12

Durable Medical Equipment .. 

Global Travel Assistance' 

Health AdvocateTM Solutions .. (Health Advocacy. Medical Bill Saver7M, 

& NurseLineTM) 

Hearing Aids 

Lab Testing Long Term Elder Care• 

MRI & CT Scans 

MyEWellness.com Pharmacy 

Retail Health Clinics• .. 

Telehealth .. (Teladoc') 

With No Consultation Fee 

With $ I 5 Consultation Fee With $45 Consultation Fee 

Telehealth •• (MeMD1) 

With No Consultation Fee With $10 Consultation Fee 

With $45 Consultation Fee 

Telehealth ., (MDLivet) 

With No Consultation Fee 

Telephonic EAP'·§ 

Vision Vitamins .. 

Work I ife Services• 

LIFESTYLE BENEFITS 

BonusDrive Advantage Financial Helpline 

Fitness Advantage" 

ID Sanctuary 

Enhanced Individual Enhanced Family Enhanced Premium Individual (Includes: Roadside Assistancettf 

& Global Travel Assistance) 

Enhanced Premium Family (Includes: Roadside Assistancettt 

& Global Travel Assistance) 

Complete Individual Complete Family 

Complete Premium Individual (Includes: Roadside Assistancettt 

& Global Travel Assistance) 

Complete Premium Family (Includes: Roadside Assistancettt 

& Global Travel Assistance) 

CONFIDENTIAL- Marketing 

Agreement Financial Education Benefits 

Center 

Page 12 of 14 

6/30/2017 

Rev. 6/2017 
Vasquez Exhibit A-13

g

My VIP Savings 

Pet Care•• 

Roadside Assistance .. 

Small Business Legal Plan• 

Tax Hotline' 

The Expense Tracker 

Ticket Monster' 

AddiCi0 l Iecms: 

• Member is defined as the card purchaser and legal dependents. 

• All benefits 

• 

provided 10 Marketer at No Charge are subject to modification or termination without notice to Marketer. Pricing includes benefi

• 

t access and customer service. (List billing only available for monthly statements over $50.00.) Except as provided below, pricing does not include membership kit fulfillment. NB can provide membership fulfillment which materials, include two membership cards, a full-color 5"x8" booklet with a description of benefits, and a listing of participati the five c ng l p osest roviders of each applicable benefit, under the following terms and conditions: o Employer Paid Memberships: Membership kit fulfillment included at no additional charge. o 

member 

Voluntary Payroll Deduct Memberships: Membership kit fulfillment included for an additional thirty-five cents per month. ($0.35) per 

o Voluntary Memberships: Membership kit fulfillment provided to eligible members for a nonrefundable payment of three dollars and ninety-five cents ($3.95) per membership kit including postage. Marketer agrees to establish a prepaid fulfillment account 

members. 

by 

Marketer 

submitting n minimum of five hundred dollars ($500.00) to NB prior to the registration of Marketer's initial acknowledges it is their responsibility to keep appropriate funds in the prepaid account NB will not or mail print fulfillment materials unless there are available funds in the prepaid account Upon receiving written notice, NB to agrees refund any unused portion of the prepaid account to Marketer within two (2) business days. All individual membership returned kits to NB for invalid addresses will be sent to Marketer for remailing. NB will deduct payment for each fulfillment requested package as set forth herein. 

• Pricing 

• 

does not include marketing/registration materials. 

Upon mutual agreement by the parties, NB will provide payment processing for an additional four percent (4%) fee of the sale gross price, which amount will be deducted from any commissions and/or other compensation due Marketer. 

uo

CONFIDENTIAL - Marketing Agreement Financial Education Benefits 

Center 

6/30/2017 

Rev. 6/2017 

Page 13 of 14 
Vasquez Exhibit A-14

Marketer is responsible for all costs associated with designing and printing any marketing and fulfillment materials it desires to use in connection with the Discount Pharmacy Program. Marketer may order a minimum of one t housand (l,000) Pharmacy Card brochures at a cost of seven cents ($0.07) per brochure, payable by Marketer prior to printing. This p1ice includes a 3.5'' x 7" dual panel card stock brochure (full-color front, black-and-white back) with two perforated membership cards and benefit description as well as Marketer's desired logo. Marketer sha ll have 1he right to approve the materials prior to printing. Price does not include applicable tax or shipping charges. Alternatively, Marketer's members may print a Pharmacy Card directly from Marketer's website. 

Addjtiooal Terms; 

• Marketer is prohibited from charging the member a monthly fee to access the Discount Pharmacy Program. • It is understood that any marketing fees paid by NB to Marketer will be made out of monies actually received by NB. If for any reason (whether by the terms of any contract, termination, default, breach, tort, or otherwise) NB shall not actually receive marketing fees from the PBP, then NB shall not be obligated to Marketer for that marketing fee . 

BONUSDRJYE ADVANTAGE PROGRAM 

• Marketer's Participants may be eligible for a five hundred dollar ($500.00) rebate• for each new vehicle .. purchase or lease entered into by Participants with Original Equipment Manufacturers ("OEM") identified at http://bonusdriveadvantage.comf. • NB agrees to pay Marketer a commission of two dollars ($2.00) for each vehicle purchase or lease certified by OEM as eligible for rebate. In the event OEM, for any reason, does not certify 0 • the purchase or lease to be eligible for a rebate, then no commission will be paid to Marketer for said purchase or lease. 

• Any commission paid by NB to Marketer will be made out of monies received by NB from BoousDriveTM_ • OEM reserves the right to refuse a client or Marketer any time at their sole discretion. 

• Marketer is prohibited from charging the member a monthly fee to access the BonusDrive Advantage program. This prohibition does not preclude Marketer from including the BonusDrive Advantage program in a package of benefits for which a monthly fee is collected. 

• Marketer must provide eligibility information for each Group. 

• Member is the head of household and legal dependents. 

• The BonusDrive Advantage program can be canceled at any time for any reason. 

• Marketer's Participants will not be counted towards Marketer's active member minimum requirement in the Marketing Agreement. 

• The rebate for any purchase or lease using Hyundai Circle program will 0 be one hundred dollars ($100). Eligible vehicles are designated by participating OEMs at http:/fbonusdriveadvantage.com/ and are subject to change, without not by OEM. ice, 

0 • The decision of participating OEMs is final. 

CONFIDENTIAL- Marketing 

Agreement Financial Education Benefits 

Center 

Page 14 of 14 

6/30/2017 

Rev. 6/2017 
Vasquez Exhibit A-15

Schedule 1 of the Marketing Agreement entered into by the parties hereof on 

____ , 2017 (the "Agreement" ) through the use of inbound telephone sales. 

Marketer agrees to the following terms and conditions related to such marketing techniques: 

I. Telemarketing. 

Telemarketing means any plan, program, or campaign that is conducted to induce the purchase of goods or services, or a charitable contribution, by use of one or more telephones. For the purposes of this Addendum, Telemarketing includes conducting business through the use of inbound only calls. 

2. Legal Compliance. 

Marketer agrees that its call procedures are in compliance with the requirements of The Telephone Consumer Protection Act (47 U.S.C. § 227), as amended. Marketer agrees it is responsible for 

complying with time limit requirements established by applicable state and federal Do Not Call registries pertaining to pennitted calls to a consumer. 

Marketer fu11her agrees to maintain legal compliance with any and all applicable rules, regulations, statutes or other requirements related to call recording for the states in which Marketer markets. 

3. Call Center Compliance. 

Marketer agrees to require each call center operated by or contracted with Marketer for the marketing, promotion, sale or distribution of the Program Benefits to execute a Marketing Representative Acknowledgement (MRA}, together with a copy of this Telemarketing Addendum and agree to the terms and conditions herein. 

4. Approved Scripts. 

Marketer agrees to submit to NB for approval a Closing Script to be read to members at the end of 

every sales call. further, Marketer will submit to NB for approval all "talking points" used by Marketer when discussing the Program with a member. Marketer agrees, on behalf of itself and its agents, to adhere to the telemarketing scripts as approved in writing by NB and agrees it shall not make any deviations from the approved scripts. 

5. Ongoing Call Monitoring. 

Marketer agrees to submit to NB all telephone numbers used by Marketer or call center(s) for marketing of the Program. NB reserves the right to conduct Secret Shopper Calls wherein NB places calls to Marketer's telephone numbers in order to verify Marketer's compliance with 

requirements related to the Program, in addition to those set forth herein. NB shall maintain the 

confidentiality of such telephone calls and only discuss with Marke1er' s management. 

Confidential - Telemarketing Addendum 

Financial Education Benefits Center Rev. 6.2017 
Vasquez Exhibit A-16

statutes or other requirements related to telemarketing. NB may visit Marketer's call center(s) at 

any time for any reason, but no more than twice a year, including but not limited 10, the following: 

(a) If NB receives three (3) or more member complaints within a thirty (30) day period ; or, (b) Should NB have concerns with Marketer's telemarketing practices based upon NB·s Secret Shopper Calls 

Any expenses incurred by NB related to any on-site visit(s), including airfare, hotel and meals, shall be at Marketer's expense, but shall be capped at $500 per year unless the parties agree to another amount. NB shall make every effort not to interrupt or disturb normal business operations during its on-site visits, if any. 

7. Outbound Calls. 

In the event Marketer, at any time during the Term or any Renewal Term of the Agreement, conducts outbound calls, other than in response to requests for a return telephone call or outside of marketing, not contemplated by the terms of this Addendum, Marketer acknowledges and agrees this Addendum shall become void and Marketer shall be required to execute NB's standard Telemarketing Addendum. Failure to execute NB's standard Telemarketing Addendum as required shall result in the immediate termination of the Agreement and forfeiture of any compensation due Marketer under the Agreement thereafter, but not commissions previously earned thereunder. 

In the event of such termination, existing Memberships will continue to be serviced, upon the mutual agreement of the parties, so long as Membership Fees are received and compensation/commissions are paid as otherwise set forth in the Agreement. Jf either party notifies the other party in writing existing Memberships are to be terminated, notification thereof to Members, and refunds due as a result thereof, if any, shall be handled as set forth in the Agreement. 

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK 

Confidential - Telemarketing Addendum 

Financial Education Benefits Center Rev. 6.2017 
Vasquez Exhibit A-17

B:~wnHPlC

!Aur.~~-20i'.'! 

Name: Brandon Frere 

Title: President & CEO 

Name: Joel Ray 

Title: CEO 

Date: Aug 15, 2017 

Confidential - Telemarketing Addendum 

Financial Education Benefi ts Center Rev. 6.2017 

Agreed by Call Center: 

Name of Entity: Financial Education Benefits Center 

Address: 20 IO Crow Canyon Place, Suite I 00 

City: San Ramon 

State: CA 

Zip Code: 94583 

Telephone: 800-953-1 388 

Name: Brandon Frere 

Title: President & CEO 

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK 
Vasquez Exhibit A-18

highest standards, New Benefits requires completion of this profile. Your information will be kept confidential and used for internal purposes to learn more about your company and help provide an effective roadmap for the sales process. Please return completed profile together with your corporate filing documentation to 

Company Information 

Legal Entity Name (as it will appear on the contract including Inc., LLC, LLP, etc.) Financial Education Benefits Center 

OBA Name (if applicable) Please provide legal documentation of OBA. 

Contract Signatory Name Brand0n Frere litle President/CEO 

Email Address brandon@febcp.com 

Phone Number Fax Number 

__________ _ 

Physical Address Mailing Address (if different) 2010 Crow Canyon Place Ste. 100 

San Ramon, CA 94583 

Tax ID 475462389 

Website URL(s) www.febcp.com 

Implementation Contact (if different than above) _T_o_m __ K_n_i_c_k_e_r_b_o_c_k_e_r _________ _ 

Phone ----- Email 

_

to

_m_@_fe_b_c_p_.c_o_m ________ _ 

Are you working with a specific New Benefits sales representative? ~ Yes O No 

If yes, who? - '-------------------------

How did you learn about New Benefits? 

D Internet • Trade Publication D Trade Show D Competitor 

D NB Oient (Please Specify) _ ______ _ f!IOther (Please Specify) Referral 

PROPRIETARY & CONFIDENTIAL (Rev. 7/15) Page 1 of• 
Vasquez Exhibit A-19

_

_

_

_

_

_

_5 _________________________ _ 

Better Business Bureau (BBB) Rating _A _______ ______________ _ _ _ 

Names of Affiliates: (Any company Involved in the sale and/or solicitation of benefits/services whether or not 

they're under your control) 

None 

Is your company or any of its subsidiaries, affiliates, or officers currently involved in any arbitration, litigation, or 

any state or federal Jnvestigation(s)? If yes, please explain. 

None 

Has your company or any of its subsidiaries, affiliates, or officers ever filed bankruptcy or had a llen filed against 

it or themselves? If yes, please explain. 

None 

Has your company previously contracted with another Discount Medical Plan Organization (DMPO) for the same or similar 

benefits? D No Iii Yes If yes, what company? _A_o_n_B_e_n_e_fi_1t_S_o_lu_t_io_n_s ______________ _ 

Will members be transferred to New Benefits? Iii No D Yes If yes, how many? ____________ _ 

What is your projected enrollment volume over the next 12 months? _5_5_0_0 ______________ _ 

Marketing Information 

What is your primary business? 

At The Financial Education Benefits Center we strive to promote financial, mental and lifestyle wellness by providing benefits through a variety of specialty services designed to help you achieve your life goals. Whether your priority is personal financial wellness, physical or mental health, or simple everyday saving plans that work, we are here to exceed your expectations. 

PROPRIETARY & CONFIDENTIAL (Rev. 7/15) Page 2 of 4 
Vasquez Exhibit A-20

Who is your target audience? 

The services offered at FEBC aren't tailored to a specific demographic, as long as they are an adult and a US citizen 

In what states are you currently marketing? AL,AK,AZ.AR.CA.OC.FL,IA.IN,K.Y,LA.MO,Ml _______________________ ,MO,MT.NE.NJ.NM,NV,NY,OK.PA.SO,TN.TX.UT,VA _ 

In what states do you intend to market our products and services? Same as above 

Will benefits be offered voluntary or non-voluntary? _V_o_lu_n_ta_ry ______________ _ 

Will discount benefits be bundled with any Insured or indemnity products? 0 Yes [j] No 

If yes, how so? 

NIA 

What is your intended method(s) of distribution for the discount benefits? 

0 Direct Mail 0 Field Sales Force D Complimentary/Value Add 

lil Internet • Multilevel Marketing D Other (Please Specify) _________ _ 

D Worl<slte Marketing (employee benefits): Number of dients ___ _ Avg. size of group ___ _ 

D Telemarketing (*NOTE: If you have sele

• 

cted Telemarketing, please provide further detail.) Inbound • Outbound D Internal D External (Name of call center __________ -J 

PROPRIETARY & CONFIDENTIAL (Rev. 7/15) Page 3 of 4 
Vasquez Exhibit A-21

By signing below, I _B_r_a_n_d_o_n_F_r_e_re ____________ warrant and represent that the information included herein is true and accurate. 

Brandon Frere Digilaly signed by Brandon Frere Date: 2017.05.25 17:47:01 -OT0O" 5/25/2017 

Signature of Applicant Date 

Please return completed profile together with your corporate filing documentation to 

PROPRIETARY & CONFIDENTIAL (Rev. 7/15) Page 4 of 4 
Vasquez Exhibit A-22

Proton Road, Dallas, Texas 75244 (hereinafter referred to as "NB"), and FINANCIAL EDUCATION BENEFITS CENTER, its affiliates, related entities, and subsidiaries, (hereinafter referred to as "Marketer") whose principal place of business is located at 2010 Crow Canyon Place, Suite I 00, San Ramon, California 94583. 

This Addendum serves add benefit pricing and terms on Schedule 1 of the Agreement. All other terms and conditions of the original Agreement shall continue to apply. 

SCHEDULE 1 

Benefit Pricing for Financial Education Benefits Center 

LifeLock Pricing 

Standalone Retail Rate* Wholesale Rate 

per member per month per member per month 

Standard Individual 

Standard Family 

Advantage Individual 

Advantage Family 

Package*"' Retail Rate* Wholesale Rate 

•• per Must be pu member rchased per wilh at month least two per member per month 

Olher aid benefits. 

Standard Individual** 

Standard Family** 

Advantage Individual** 

Advantage Family""' 

• benefit must be sold at this retail 1·a1e 

Additional Terms: 

• Member is defined as the card purchaser and legal dependents. 

• Pricing includes benefit access and customer service. (List billing only available for monthly statements over • $50.00.) Pricing does not include membership kit fulfillment and marketing/registration materials. 

• Marketer is responsible for submitting an up-to-date List Bill agreement to NB any time a package and/or Membership Fee changes for a group. In the event Marketer fails to submit an up-to-date List Bill agreement, Marketer will be for responsible the difference should the group dispute the change in fees. Any such sho11fall will be collected NB's from right Marketer of under offset. 

CONFIDENTIAL- Addendum 1 

Financial Education Benefits Center Page I of2 I0/2/2017 

Rev. 11/2016 
Vasquez Exhibit A-23

Signature: Brandon Frer() Br 3'1,1~u rr,•r-,• ton 1. • .!1>l i1 

Name: Brandon Frere 

Title: President/CEO 

Marketer#: 

Signature: 

~~ 

Name: Joel Ray 

Title: CEO 

-

Date: Oct 4, 2017 

A copy of this Agreement containing signatures of all the parties hereto shall constitufe an original document for all purposes. 

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. 

CONFIDENTIAL- Addendum I 

Financial Education Benefits Center Page 2 of 2 10/2/2017 

Rev. 11/2016 
Vasquez Exhibit A-24

14240 Proton Road, Dallas, Texas 75244 (hereinafter referred to as "NS"), and FINANCIAL EDUCATION BENEFITS CENTER, its affiliates, related entities, and subsidiaries, (hereinafter referred to as "Marketer") whose principal place of business is located at 20 l O Crow Canyon Place, SUite 100, San Ramon, California 94583. 

This Addendum serves to delete Section 27 in its entirety and replace with the following Section 27. This Addendum also serves to delete the BonusDrive Advantage benefit pricing and terms on Schedule 1 of the Agreement. All other terms and conditions of the original Agreement shall continue to apply. 

27. ENTIRE AGREEMENT 

This Agreement contains the entire and only Agreement between the parties hereto and supersedes other prior Agreements between the parties whether written or oral. Except as otherwise provided in this Agreement, no provision of this Agreement may be amended, modified or waived except by a written agreement signed by both parties. Changes related to Vendors, Program Benefits or pricing are subject to the notice requirements set forth in Section l and do not require a written agreement signed by both parties. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument. A copy of this Agreement containing signatures of all parties hereto shall constitute an original document for all purposes. 

In the event both parties do not sign this Addendum on or before the last day of April, 2018, it will be deemed null and void, and may affect the status of your Agreement. 

UNLESS OTHERWISE SPECIFIED HEREIN, THIS ADDENDUM SHALL BE EFFECTIVE UPON THE DATE EXECUTED BY AN AUTHORIZED REPRESENTATIVE OF NEW BENEFITS, LTD. 

MARKETER 

Signature: 8r e.,.,rtdtin ,wil<ttt: ;,._., .. Ectt:t: {,'\{'It~,;-.~ l~J 

Name: Brandon Frere 

Title: President/CEO 

Marketer#: -

Email: brandon@febcp.com 

CONFIDENTIAL - Addendum 

NEW BENEFITS. LTD. 

Signature: ~ ~ 

Name: Joel Ray 

Title: CEO 

Date: Apr 2, 2018 

Page I of I 4/2/20 18 

Rev. 1/2018 
Vasquez Exhibit A-25

New Benefits' (NB) agreement with BonusDrive (the vendor) requires each marketer submit a "Marketing Plan" for approval before beginning any marketing or promotional efforts of the benefit. The Marketing Plan must indude for each potential client: the name of the potential client; date of contact; number of eligible lives; copy of the marketing materials distributed to the potential dient; date of distribution; method of distribution; how often each year the eligible lives will receive marketing materials; and, number of eligible lives who actually received materials. 

Due to the strict Marketing Plan requirements recently enacted by the vendor, NB is terminating the BonusDrive benefit with marketers not actively promoting it. NB's records indicate you have not included BonusDrive in any package made available to your customers. As such, endosed is an Addendum to 

your Marketing Agreement deleting BonusDrive from Schedule 1. 

Should you have any additional questions, please contact your NB account executive. 

Sincerely, 

Gilbert A. Vasquez, Esq. 

General Counsel and VP of Compliance 

14240 Proton Road, Dallas, Texas 75244 + 800.800.8304 + 972.404.8192 + 972.991.5218 fax + www.NewBenefits.com 
Vasquez Exhibit B

Case 4:18-cv-00806-SBA Document 114-2 Filed 04/19/18 Page 1 of 2
FEBC Members as of April 9, 2018

DELILAH CASTRO FL -WD-WB-VI-QT-PJ-PE-IM-HA-D1-CV-AW-2EJESSICA SCHMIDT PA -WD-WB-VI-QT-PJ-PE-IM-HA-D1-CV-AW-2ELISA SHEWCHUK FL -PT-I4-FA-

-WD-WB-VI-T3-SU-QT-PJ-PE-IM-HA-D1-CV-AWHOMER M CAMPBELL TX 7A-2E-

-WD-WB-VI-V-U-QT-PJ-PE-IM-HA-EP-D1-CV-AWMARTIN ROWINSKI CA 8A-2ETHOMAS -WD-WB-VI-V-U-QT-PJ-PE-IM-HA-EP-D1-CV-AWKNICKERBOCKER CA 8A-2EVasquez Exhibit B-1

Case 4:18-cv-00806-SBA Document 114-2 Filed 04/19/18 Page 2 of 2
Vasquez Exhibit C

Case 4:18-cv-00806-SBA Document 114-3 Filed 04/19/18 Page 1 of 2
Vasquez Exhibit C-1

To

Cc 

FN>m

: 

: 

efem,

~ 

T~ mar •~ Subject: FEBC - Member could not be processed. 

Date: Monday, April 02, 2018 1:39:02 PH 

lmponance: H9h 

Good Afternoon, 

The following member could not be processed because the group is not currently compliant in the state of UT. 

Utah requires t hat all marketers register with the Commissioner of Insurance in Utah prior to marketing/selling in that state. 

A license issued to a Health Discount Program Marketer is valid for one year and expires every December 3 1st. The registration form may be found at 

https://jnsurance.utah.gov/licensee/jnsurers/hdp (select M arketer Application in middle of page). This does NOT apply to Rx only programs. There is an initial application 

fee of $300.00 and a yearly renewal fee of $450.00. 

Also, the same member was submitted three times. 

i : 

The system has finished processing the Disk File: MANAGEMEMBERS\PROCESSED\MANAGEMEMBERS_20180402_152801 TXT 

Start Date: 04/02/20 I 8 

Start Time: 15:32:25 

End Date: 04/02/20 I 8 

End Time: 15:32:50 

Processing Results: 

Number of Records processed: 3 

Number of Duplicate Members: 0 

Number of Processing Errors: 0 

Number of Processing Warnings: 0 

Number of Compliance Errors: 3 

Number of Members Set for Termination: 0 

Compliance En-or File: MANAGEMEMBERSIERROR\COMPDISK20180402_01 CSV 

Gtoup id: FEBC 

Number of members Added: 0 

Number of members Deactivated: 0 

Number of members Renewed: 0 

Number of members ReActivated: 0 

Number of members Modified: 0 

Number of members not Changed: 0 

Number of Fulfillments produced: 0 

Number of Dependents piocessed: 0 

Number of Spouses processed: 0 

Number of Active Members: 6 

Thanks, 

I :0 I Jaime Keils 

L_ __J Account Coordinator 

rewbenefits com 800.800.8304 x1651 ill ill ill ill 

NEW BENEFITS CONFIDENTIALITY NOTICE: 

The information in this e-mail message, including any attachments, is for the sole use of the intended recipient(s) and may contain confidential and privileged 

information Any unauthorized review, use, disclosure or distribution is prohibited 

If you are not the intended recipient, and have received this communication in error, please contact the sender by reply e-mail and destroy all copies of the 

original message Thank you 

--

Case 4:18-cv-00806-SBA Document 114-3 Filed 04/19/18 Page 2 of 2