WHEREBY IT IS AGREED AS FOLLOWS:

1. That the Merchant unanimously accepts and engages the Marketer to promote, showcase and market the Merchant’s products and services in the Marketer’s directory, websites, media or however, with a view to attracting more patronage and profit to the Merchant.

2. That in return for the services offered by the Marketer, without charges, the Merchant shall pay to the Marketer as its remuneration, an agreed commission on all deals, transaction or purchases made ONLY by Customers who identify themselves as being directly referred by the Marketer to the Merchant with ONELINK DISCOUNTCARD.

3. That the agreed commission payable to the Marketer shall be as selected and stated in the Merchant s’ Acceptance Form completed and submitted by the Merchant.

4. That the Merchant is under no obligation to pay charges to the Marketer, except the initial subscription fee and the said agreed commission which accrues by virtue of purchases made by Onelink Discount Card Users and which said commission shall be demanded and paid to the Marketer whenever purchase is made by the said Onelink Discount Card Users.

5. That the Merchant accepts the installation of Point-of-Sale (POS) Terminal by the Marketer’s partner bank for ease of payments by the said Onelink Discount Card Users and reconciliation of the said commission.

6. That the Merchant is solely responsible for the warranty of the goods and services it sale/offer; hence, the Marketer shall not be held liable for substandard goods or services supplied/sold by the Merchant.

7. That the accredited Staff of the Marketer shall be allowed access to the Merchant’s Outfit during the normal working hours of the day to ascertain the level of patronage or as shall be scheduled by the parties for the sake of convenience.

8. That in the event either of the parties desire to terminate the contract or vary the commission herein contained, it shall be obliged to give three (3) months notice of its intention to discontinue or to vary the commission payable and which notice shall get to the other party within seven (7) days of the declaration of intent; however, the marketer shall be competent to terminate this contract when it becomes evident that the Merchant is in some way engaging in any form of fraudulent or illegal activity or abusing the system.

9. That in the event of disagreement between the parties, the dispute shall first be referred to an arbitrator to resolve, without prejudice to a dissatisfied or aggrieved party later seeking legal redress.

10. All payments are made to the bank specified by Onelink and notifications must be made after payment to us via email or sms.

11. The parties herein unanimously agree that this agreement shall be binding on them as they expressly covenant to express utmost good faith in the dealings with each other.

TERMS AND CONDITIONS

Upon the application for DiscountCard use and subsequent appointment by Onelink Dynamic Concept Ltd (hereinafter Called Onelink ) of the Independent Marketing Agent (hereinafter called the IMA) the relationship between Onelink and the User/IMA shall be governed by the terms and conditions hereunder set out in the Agreement. Definitions and Interpretations In these conditions the following terms shall be construed as follows; USER An individual or organization who apply for and register with Onelink as a Discount Card holder. IMA A principal, Marketer, Agent and or Distributor doing his or her independent business and not as an employee or agent of Onelink but appointed as one of Onelink’s marketer or distributor for the sole purpose of selling or marketing its products. Products The Goods and services being produced and or proffered by Onelink which include the electronic and manual DiscountCard, Directory/Catalogue, as well as others contained in Onelink website and Directory. DiscountCard The manual/plastic card which guarantees the user thereof to some special discounts from companies, firms and individuals represented by Onelink as well as other benefit attendant to its use. Discount Card Directory/Catalogue The Publication of Onelink that inform and directs the user to companies, firms or individuals offering discounts on their goods and services as well as other allied services thereto . Onelink Means Onelink Dynamic Concept Ltd ,otherwise called Onelink. A registered company and owners of the trade name, Discount Card and Discount Card Directory/Catalogue and Website - www.discountcardng.com. Agreement The terms and conditions, rules and guidelines governing this transaction or contract between Onelink and the User/IMA . Website The Onelink’s Discount Card website hosted at www.discountcardng.com Rules Means those rules applicable to and binding on the User/IMA and which may at the discretion of Onelink be amended from time to time to conform with the changing times and the rules of the trade . Earnings Monies, commissions and benefits accruable to an IMA from Onelink upon the introduction of persons who subscribe and or purchase Onelink products and use them. Team Persons who are introduced by an IMA to subscribe and purchase Onelink’s products and who in turn introduce others forming a group or team up to five(5) earning levels(stages). Seller Means the individual, firm and or company whose names, goods and services are published in the Discount Card Directory and Website herein. Buyer As the individual, firm, company or organization who orders or purchases the goods/services published in the Discount Card Directory and website where Discount Card is accepted by the seller. Goods & services The goods supplied by the seller and or service rendered by same, not necessarily specified in this publication and website being and including installment of the said goods or any parts thereof. Terms & Conditions Means the standard terms and conditions of sales and purchase of goods and services set out in the Discount Card Directory and website, which further includes any special terms and conditions expressly agreed between the seller and the Buyer in writing. Order This means any request or order placed or purchase made by the Buyer with the Seller for the supply of goods and services. Writing Means the comparable means of communication or transmission of information and includes telephone, fax, cable and telex. Intellectual Property Rights This is the registered and unregistered designs, trade and service marks, trade names, Logos, patent application, knowhow, patents, copyright, letters, utility models, inventions, brevets, right in the nature of copyright and all other similar right arising from the materials and products. Debit Card An electronic purse issued by the Bank to registered DiscountCard Users.

IT IS HEREBY AGREED BY THE PARTIES AS FOLLOWS

1.0 ACQUISITION AND USE OF DISCOUNT CARD

1.1 The Discount card is a product of Onelink which guarantees discounts for its user from firms, companies, shops and organizations having their names, goods and services published in the Discount Card Directory / Catalogue, websites, and other added values and incentives accruable to its user.

1.2 The Discount Card and Discount Card Directory are obtained from the Onelink Offices, designated Bank branches, through IMAs, and Onelink sales personnel.

1.3 To obtain the Discount Card and the Discount Card Directory, an interested User shall be expected to complete the Discount Card User/IMA Application Form and the Bank account opening form. The Discount card, a Discount Card Directory and a Debit Card shall be issued to the User on payment of a non-refundable registration fee (of N12,000 or) as may be fixed by Onelink from time to time.

1.4 The Discount card may only be used by the user and which shall be in strict compliance with the terms and conditions herein stated.

1.5 The user shall be expected to exercise utmost care in safeguarding the Discount Card in his possession and most not disclose the PIN of his/her Debit Card to any other party as Onelink shall not be liable for any loss or damage the user may suffer, arising from non- confidentiality of the PIN as well as the user not exercising due care and diligence in securing the safety of the Discount Card and the Debit Card. There must not be any inscription on the Discount Card suggesting the PIN or on anything that is wont to be kept with it.

1.6 Information obtained from the Discount Card User may be stored and processed by the computer or other means of processing information by Onelink. It may also disclose information on the user to any person who may assume Onelink right under this agreement or processes debit card transaction for the purpose of controlling card fraud, such as the Police.

1.7 A report must be made to Onelink at MBM Plaza, #48, Old Aba Road, Rumuobiokani, Port Harcourt, Nigeria in the event the card is stolen, lost in transit, misplaced, mutilated or the PIN disclosed to someone likely to subject the card to abuse. Onelink shall require all necessary information from the user regarding the theft, the loss, misplacement or the disclose of the PIN and shall need the full cooperation and assistance of the user in the bid to recover the said card. Where an oral notice in given to Onelink, effect shall be given to the notice when confirmed in writing by user, and where the prescribed form of the notice is not given, the user shall be liable wholly to the use of the card. In the case of theft, loss, misuse or disclosure of PIN being suspected, any information which Onelink considers necessary and relevant may be furnished to the Police.

1.8 Subject to any statutory limitations, no action by a card user against a third party shall be the subject of a claim against Onelink. The card user shall not assign, dispose or otherwise abdicate its right under this agreement. Non-performance of a contract between a seller and a Buyer shall in no wise be subject of litigation against Onelink; neither would a default in the system render Onelink liable in damages to the Card User.

1.9 Onelink may at any time vary the terms and conditions of this agreement but may be required to give notice of such variation may be in writing, publication or any other means which Onelink may deem necessary under the circumstance, and a notice so given of the variation shall have a binding effect on the card user.

1.10 The Discount card is the property of Onelink, ipso facto, Onelink may at any time and with notice to the card user, recall, cancel, suspend, withdraw the card user’s right to the use of the Discount Card entirely or in respect to specific facilities and or refuse to renew, issue, replace validate the Discount Card without affecting any obligation the user may have under the agreement. The Discount Card may, upon request made to the card user, be recalled or requisitioned at any time, and on such demand, all Discount Cards issued to the card users must be returned within 36 hours to Onelink or to whosoever is authorized by Onelink to collect same. A card user may also unsubscribe to Discount Card by a notice in writing to Onelink, without prejudice to the card user settling all indebtedness to Onelink as well as returning the said card in his possession.

2.0 SALE AND PURCHASE OF GOODS AND SERVICES

2.1 The seller is solely responsible for the warranty of the goods and services it sale/offer hence, Onelink shall not be held liable for substandard goods or services supplied/sold by the seller.

2.2 Payment shall be made with the Debit Card slicing through the point of sale machine at the sellers’ premises and the required amount deducted there from.

2.3 The Card User shall be required to display his/her Discount Card to the seller at all times in order to get the special discount accrued to card users courtesy of Onelink.

2.4 The return of goods may not be accepted unless agreed in writing with the Seller.

3.0 IMA

3.1 That Onelink hereby appoints the IMA and the IMA herby accepts the appointment to be one of Onelink’s marketers for the purpose of selling, marketing and or distributing Onelink’s products, Discount cards and Discount Card Directory/Catalogue.

3.2 That the IMA shall be a principal of his /her business and engaged in his/her business as an independent marketer, not a staff, agent or contractor of Onelink but only appointed to buy and sell the aforesaid Onelink’s products.

3.3 That being an IMA does not in anyway whatsoever entitle him/her to any benefits available to Onelink’s employees nor must he/she have access or operate from Onelink’s premises but shall be liable for his/her operational cost, even in the event of the termination of this agreement, shall not be entitled to redundancy or retrenchment benefits nor severance pay or any rights and benefits generally accrued to employees of Onelink .

3.4 The IMA shall procure and sell Onelink’s products throughout the country but on a non–exclusive basis.

3.5 The IMA shall procure and sell the products in strict compliance with the terms of this Agreement and any directions as may be given by Onelink from time to time and shall undertake to observe all applicable rules, regulations, codes of conduct, service standards and laws regarding the manner of the performance of his/her obligations under the agreement.

3.6 a That the IMA shall solely be responsible for the training and motivation of the other IMAs, agents and or distributors which he/she may introduce and which such marketing agents and or distributors may in turn introduce to the business of Onelink (hereinafter called “Happy life”). Nevertheless, it shall be lawful for notice of such trainings be given to Onelink and approval obtained too.

3.6 b That Onelink shall not be liable for any expenses, costs, disbursement or liabilities of whatever nature incurred by the IMA in the bid to fulfill his/her obligations under this agreement.

3.7 That the IMA shall on the consideration of his/her application and subsequent appointment by Onelink as an IMA be obliged to procure Onelink’s products at a fee prescribed by Onelink to show acceptance.

3.8 That the IMA shall not recruit any existing IMA for any multi level marketing, network marketing or any pyramid schemes or for the purpose of attaining any the ultimate reward level for the duration of this agreement and should the IMA fail to comply with this article or clause, Onelink may be inclined to rescind this agreement and cancel the IMAs distributorship and shall withhold any payments or benefits that are wont to have accrued to the IMA under this agreement.

3.9 The IMA shall not move from one sponsor to another without the prior consent of Onelink which has the discretion to accede to such movement or not.

3.10 The IMA shall at all mutual times supply Onelink with feedback or necessary information requested by it as it relates to sales, marketing and or distribution of Onelink’s products .

3.11 The IMA shall absolutely be responsible for any tax liability (VAT and withholding tax inclusive) levy, charge or deduction of any kind which may arise by virtue of the agreement and or the implementation of same.

3.12 That in the event of a termination of this agreement or indication of intention of discontinuation with the transaction with Onelink, the IMA shall be required to return all Onelink’s property in his or her possession in addition to any products which have not been paid for by the IMA. The IMA undertakes to handle with care all Onelink’s products in his or her care and control; as Onelink shall not accept any damaged products caused by the IMA’s negligence .

3.13 The IMA shall not cede or be entitled to cede or assign any of his/her rights or obligation under this agreement to any person without the prior consent of Onelink, the said consent first sought and obtained .

3.14 The IMA undertakes not to be involved whatsoever in the sale or rendering of the same service which puts Onelink in competition with another company rendering same or similar service.

3.15 The parties hereto shall be entitled this agreement with or without cause, by giving not less than thirty days (30) written notice of intention to terminate the agreement to the other.

3.16 In the breach of any of the terms or conditions herein contained, Onelink reserves the right to terminate the IMAs distributorship summarily if a period of seven (7)days had elapsed from the date of the breach and the IMA fails to remedy the breach ,and or IMA falsifies any document or records required by Onelink or makes false representation which misleads Onelink in not making a right judgment.

3.17 An IMA may procure Onelink product and use same but shall only be entitled to the usual discounts attendant to the use of the product without more.

3.18 An IMA will only be entitled to earnings upon the IMA’s introduction of one or more persons who subscribe to and purchase Onelink’s products as well as use them.

3.19 That the IMA who introduces the said one or more persons shall be entitled to earnings in accordance to the IMA compensation plan published by Onelink and other motivating bonuses that Onelink in its discretion may come up with from time to time.

3.20 Earnings can be appropriated or earned in respect of stages (levels) 1-5 of an IMA’s team. The earnings accruable to such an IMA in each such level can be calculated in accordance with Onelink’s earning calculation schedule.

3.21 At each stage new IMAs or introductions made by an IMA and the other introductions made by those introduced by the aforesaid IMA shall remain his/her Team member(s) streaming through the levels (stages) and he reserves the right to monitor the progress of his/her team.

3.22 Any IMA wishing to associate themselves with Onelink by featuring the Onelink name, a photograph of Discount Card, a logo or the Compensation Plan must obtain prior, written permission from Onelink.

3.23 An IMA may pass his/her Distributorship unto an heir as part of his/her estate, provided the beneficiary has attained majority as at the death of the IMA. In the event of an IMA’s death the company will transfer the Distributorship to the designated beneficiary as nominated by the IMA on his/her IMA application form. The onus is, however, upon the heir to the Distributorship to notify the company, in writing, of the IMA’s death. The heir must continue to manage the Distributorship according to the Rules of the IMA Business Opportunity and abide by the Distributor’s agreement. The company reserves the right to suspend or cancel the Distributorship of the deceased IMA if the heir to that distributorship does not uphold the company’s rules.

4.0 ARBITRATION v4.1 In the event of a dispute arising between parties in relation to the interpretation or application of this terms and conditions, which cannot be resolved by mutual consultation, such dispute shall first be referred to arbitration for resolution in accordance with the Arbitration Act, Cap 19, Laws of the Federation, 1988 and any amendment thereto, without prejudice to any dissatisfied party seeking legal redress thereafter.

5.0 GENERAL

5.1 Onelink is not accountable to the seller, the Buyer and the card user and shall not be liable to same in the event that Onelink is unable to directly or indirectly perform its obligations under this agreement due to the failure of the data processing system, machine failure, industrial dispute, transmission link or any other factor beyond the control of Onelink, contractors, subcontractors, agents or hirelings. Onelink is not under obligation to the seller to source for buyers to purchase its products and services. Any notice required to be given to any party under this conditions shall be in writing and addressed to its registered office or principal place of business or any other address where the party normally is want to have been using. Any notice addressed to such a place is deemed served. In event there is a change in address of a card user, Onelink must be notified forthwith of such change. This agreement shall be governed by the laws of the Federal Republic of Nigeria, and if any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions and the remainder of the provision in question thereof shall not be affected. The entitlement to incentives and discount to card user is entirely at Onelink discretion and prerogative and determined what to give or not to give at any point in time.

5.2 Any notice or communication required or permitted to be given under this agreement shall be valid if and only if made in writing, nevertheless Onelink shall be competent to give notice by telephone and SMS, e-mail or fax.

5.3 That notice sent by prepaid post in a correctly addressed envelop to an address replied by the IMA shall be deemed to have been received on the seventh (7) day of its delivery or postage, but if sent by hand to a responsible person, email, SMS, or fax. It shall be deemed to have been received on the day of such dispatch (unless the contrary in proved).

5.4 That in the event of a dispute arising out of the transaction herein, necessary efforts shall be made to reach same amicably, but where such effort fails, recourse shall be had to an independent and impartial arbiter or an arbitrary of not less than ten years standing at the bar to arbitrate appointed by Onelink on the matter but without prejudice to a dissatisfied party seeking legal redress thereafter.

5.5 Onelink shall not be liable to the IMA for any damage, injury, death, or for any indirect or consequential lose of any kind however arising from or suffered by the IMA or a person introduced by him/her by equipment failure, vehicle accident while attending the Onelink Meeting, Rally, or Seminar regardless of whether coursed by the negligence of Onelink, its staff, directors, employees, or consultants.

5.6 That this agreement completes the whole agreement between the parties and supersedes any other discussion, prior agreement or understandings regarding the transaction herein. No addition or modification of same shall be binding on the parties unless made in writing and rigid by the authorized representative of Onelink.

5.7 That the rule of construction that a contract or agreement shall be construed or interprets against the party responsible for the making of same or preparation of the agreement shall not apply herein, nevertheless in the event that any of this terms or conditions are held to be invalid or non-enforceable, such invalidity shall not affect the validity or enforceability of this agreement as a whole and it shall be construed that the invalid provision had been omitted.