STATE OF FLORIDA DEPARTMENT OF LEGAL AFFAIRS

OFFICE OF THE ATTORNEY GENERAL

IN THE MATTER OF: Case No.: Lll-3-1065

SA VEOLOGY.COM LLC, SA VEOLOGY DEALS LLC, SA VEOLOGY DINING LLC, MYTECHHELP LLC, TECHZILLA TECHNICAL SERVICES LLC, and TECHZILLA TECHNICAL SUPPORT LLC

Respondent. I ------------

ASSURANCE OF VOLUNTARY COMPLIANCE

PURSUANT to the provisions of Chapter 501, Part II, of the Florida Statutes

(2012), Florida's Deceptive and Unfair Trade Practices Act, the STATE OF

FLORIDA, DEPARTMENT OF LEGAL AFFAIRS, OFFICE OF THE

A TIORNEY GENERAL (hereinafter referred to as the "Department"), conducted

an investigation (the "Investigation") into the advertising and business practices of

Saveology.com, Saveology Deals LLC, Saveology Dining LLC, Mytechhelp LLC,

Techzilla Technical Services LLC, and Techzilla Technical Support LLC

(hereinafter referred to as "Saveology" or "Respondent").

WHEREAS, Saveology (a) has voluntarily and fully cooperated with the

Department's Investigation; (b) denies having failed to comply with any applicable

provision of Florida law; and ( c) is prepared to enter into this Assurance of

Voluntary Compliance (the "Agreement") with the Department without any

admission of liability or wrongdoing and for the purpose of resolving this matter

only.

Pursuant to § 501.207 ( 6), Florida Statutes (2013 ), the Department, by virtue

of the power vested in it by said statute, by and through its undersigned Assistant

Attorney General, does accept this Agreement in termination and full and final

resolution of the Investigation.

STIPULATED FACTS

1. Saveology is a Florida corporation with a principal business address at 5297

West Copans Road, Margate, Florida 33063.

2. It is agreed by the parties that the Department has jurisdiction over

Saveology for the purpose of entering into this Agreement and in any action by the

Department to enforce the Agreement.

3. During the period relevant to the Matters Investigated (as defined below):

Respondent was, among other things, a leading comparison shopping service

focused on a vast array of home products and services including cable, satellite

television, Internet, telecommunications, home security and warranties, moving

services and certain financial products. Respondent marketed, advertised, and sold

various products and services of associated business partners to consumers

commonly referred to as "Daily Deals" through which consumers are offered

discounts on merchandise (hereinafter collectively referred to as "Products.").

Respondent also provided a variety of technical support assistance for various

product brands and tech devices including, but not limited to, personal computers,

PC-related components, printers, scanners, virus and SP AM security, home and

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business networks, telecommunication products, VPN, DSL, broadband, VoIP,

webcams, iPods, and smartphones. Technical support assistance shall be included

in the definition of "Products." Some of the Products were subsequently

supplemented and updated and some of the Products were provided on a

subscription basis. Supplements and updates shall be included in the definition of

"Products."

4. During the period relevant to the Matters Investigated, Respondent

advertised the Products through direct mail solicitations, print advertising, by

telemarketing and oral representations made by telephone, and through the

Internet.

5. During the period relevant to the Matters Investigated, Respondent' s

advertising and sales included the use of Negative Option Plans as defined in this

Agreement.

6. The Department conducted an investigation of Respondent in connection

with its advertising, offering for sale, selling and providing of Products to

consumers. The Department received complaints from consumers alleging such

claims as: (a) the Respondent failed to provide Products to the consumer as

advertised; (b) the Respondent failed to provide Products to the consumer for the

price that was advertised; ( c) the Respondent led consumers to believe that they

were dealing directly with the actual marketing partner of the Respondent, not just

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the Respondent acting in the capacity of an authorized retailer; ( d) the Respondent

used Negative Options in the advertising, selling, distribution and billing of

Products without adequate disclosures for consumers; ( d) the Respondent failed to

provide refunds to consumers as advertised; and ( e) the Respondent failed to

timely make rebate payments (hereinafter "Matters Investigated"). Respondent

denies having violated the law of Florida or any other jurisdiction.

DEFINITIONS

7. "[A]dvertising" (including "advertisement" and "advertise") means any

message disseminated to the public or any segment thereof which promotes or is

likely to promote directly or indirectly any good, merchandise, property, product,

commodity, or any person. The term "advertising" includes messages conveyed by

the name under which a person operates, and includes, but is not limited to,

messages conveyed visually, orally, or in writing:

a. in a newspaper, magazine, periodical, leaflet, flyer, catalog, brochure,

circular, on or in packaging; in telefacsimile material; in any direct mail

literature, including but not limited to notices, invoices and forms; in any

other written, graphic, pictorial, illustrated or printed material;

b. on any recording, radio, television, video, computer, by a telephonic

transmission, telex, facsimile or telecopier transmission, Internet or other

electronic transmission or during any other transmission; or

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c. during any in-person appearance or otherwise during any personal

contact, including telephone contact, with the public or any segment

thereof.

8. "Clear and Conspicuous" (including "Clearly and Conspicuously") means

that a statement, representation, claim or term being conveyed is readily noticeable

and reasonably understandable by the persons to whom it is directed. The

following, without limitation, shall be considered in determining whether a

statement, claim, term, or representation is Clear and Conspicuous:

a. whether it is presented to the person( s) to whom it is directed in a

coherent and meaningful sequence with respect to other terms,

representations claims or statements being conveyed;

b. whether it is in close proximity to the statement, representation,

claim, or term it clarifies, modifies, explains, or to which it

otherwise relates;

c. whether it is of sufficient prommence m terms of print, size,

placement, color, and contrast, as compared with accompanying

statements, claims, terms, or representations so as to be readily

noticeable and reasonably understandable by the person(s), to whom

it is directed;

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d. whether it is contradictory to any representation, statement, claim or

term it purports to clarify, modify or explain, or is otherwise

contradictory or confusing in relation to any other term, statement,

claim or representation being conveyed;

e. whether abbreviations are used and if so whether they are commonly

understood by the public or approved by federal or state law;

f. whether it is legible;

g. whether, if in association with a Negative Option Plan as defined

herein, the terms and conditions of the Negative Option Plan are

segregated from other terms and conditions of the offer.

h. whether, if it is oral, it is at a decibel level equal to the highest

decibel level used and is at a speed equal to or slower than any other

statement, claim, representation or term conveyed so as to be

reasonably understood by the person(s) to whom it is directed;

i. whether it appears for a duration sufficient to allow listeners or

viewers to have a reasonable opportunity to notice, read, or

otherwise understand;

j. whether the language and terms used are commonly understood by the

Consumer in the context in which they are used.

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9. "Effective Date" as used herein shall mean the date of execution of this

Agreement by the last signatory hereto.

10. "Express Informed Consent" means an affirmative act that is clear and

unambiguous evidence of a person's acceptance of the terms of the Negative

Option Plan following disclosure of the terms in the manner consistent with this

Agreement. In order to be unambiguous, the act of consent must clearly apply to

the Negative Option Plan's terms so that Consumers will reasonably understand

that they are accepting enrollment in a Negative Option Plan and its terms, and not

some other offer or other terms of the offer.

11. "Consumer" shall mean a consumer, as that term is defined m §

501.203(7), Florida Statutes (2013).

12. A ''Negative Option" as used herein is any type of sales term or

condition that imposes on Consumers the obligation of rejecting Products in order

to avoid further obligation.

13. A "Negative Option Plan" is a contractual plan or an arrangement that

includes a Negative Option and under which the Consumer's silence or failure to

take an affirmative action to reject the Products or to cancel the plan or

arrangement is interpreted as acceptance of the offer.

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AGREEMENT OF COMPLIANCE

14. The Department and Respondent have negotiated the terms of this

Agreement in good faith and have entered into this Agreement to bring this matter

to an agreed resolution. This Agreement constitutes the full and final resolution

and termination of the Department's investigation and potential civil claims, if any,

between the Department and Respondent relating to its business practices. Neither

the fact of, nor any provision contained in, this Agreement nor any action taken

hereunder shall constitute, or be construed as: (a) an admission by Respondent for

any purpose, of any fact or of any violation of any state law, rule, or regulation, nor

does this Agreement constitute evidence of any liability, fault, or wrongdoing; or

(b) an approval, sanction or authorization by the Department of any act or practice

of Respondent.

15. This Assurance of Voluntary Compliance applies to Respondent's

advertising, selling, distributing and billing of Products to Consumers, whether

Respondent is acting directly or through any entity it directs or controls, as well as

to the same activities by Respondent's future successors and assigns.

16. Respondent agrees to comply, or to continue to comply, in all material

respects with the voluntary injunctive relief set forth in this Agreement.

17. Respondent shall, and shall direct its representatives, agents, employees,

successors, assigns, independent contractors or any other person who acts under,

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by, through, or on behalf of Respondent, directly or indirectly, or through any

corporate or other device to:

a. Comply with the prov1s10ns of Chapter 501, Part II, Florida's

Deceptive and Unfair Trade Practices Act.

b. Clearly and conspicuously disclose to consumers all material terms,

conditions or limitations associated with purchases made from or through

Respondent.

c. Clearly and conspicuously disclose to consumers the identity of the

Respondent and affiliation, if any, with a partner company (e.g., 'Qology

for Partner Company').

d. Assure that no Negative Option Plans for Products are entered into

with a Consumer unless: (1) all material terms are provided to the

Consumer in a Clear and Conspicuous manner; and (2) the Consumer' s

Express Informed Consent to participate in the Plan is obtained.

18. Respondent, in the course and conduct of the business of advertising,

offering for sale, selling, distributing and billing of Products to Consumers shall

not:

a . deceptively represent to a Consumer that it is a business entity other

than the actual legal entity constituting Respondent;

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b. deceptively represent that it is selling a Product for a partner company

when such Product is actually being sold directly by, or on behalf of,

Respondent;

c. fail to honor a cancellation request by a Consumer.

19. Respondent, in the course and conduct of the business of advertising,

offering for sale, selling, distributing, providing, and billing of Products to

Consumers, shall not:

a. represent that a Product has been ordered by the recipient when it has

not been ordered by the recipient; or,

b. represent that a Consumer has agreed to be enrolled in a Negative

Option Plan or has accepted the terms and conditions of such a plan, when

the terms and conditions of the Negative Option Plan have not been

Clearly and Conspicuously disclosed to the Consumer or the Consumer

has not given Expressed Informed Consent to enrollment in such plan.

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20. Respondent, in the course and conduct of the business of advertising,

offering for sale, or selling Products to Consumers, shall obtain the Consumer's

Express Informed Consent to enroll in a Negative Option Plan on the offer terms

required to be disclosed under the terms of this Agreement, before enrolling the

Consumer in the Negative Option Plan, sending or delivering any Products, or

billing or charging a Consumer for such Products.

21. Respondent, in the course and conduct of the business of advertising,

offering for sale, or selling Products to Consumers, shall obtain the Consumer's

Express Informed Consent in one of the following manners:

a. in writing;

b. electronically, memorialized at the time the order is placed by electronic

means; or

c. by oral agreement, memorialized at the time of sale in Respondent's

record of the sale.

22. Respondent, in the course and conduct of the business of advertising,

offering for sale, or selling Products shall not use pre-checked boxes to imply the

Consumer's acceptance of one or more terms of a Negative Option Plan or

enrollment in the Plan.

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23. Respondent, in the course and conduct of the business of advertising,

offering for sale, selling, distributing and billing of Products to Consumers shall

not, in any bills, statements, invoices, notices, letters or dunning communications:

a. deceptively represent that a Consumer ordered a Product;

b. deceptively represent that a Consumer owes money;

c. deceptively represent that the Consumer agreed to pay for a Product;

d. deceptively represent that the Consumer has an obligation to pay for a

Product;

e. deceptively represent that the Consumer has not met an obligation to

pay for a Product.

f. deceptively describe or name a Negative Option Plan;

g. deceptively represent any material term or condition of a Negative

Option Plan;

h. deceptively represent when payment for a Product is due or owed.

CONSUMER RESTITUTION

24. As part of Respondent's marketing of its technology services through

its entities, MyTechHelp and Techzilla, Respondent offered a rebate program to

consumers (the "Rebate Program"), which provided for Respondent to make

certain rebate payments to consumers who submitted rebate forms in accordance

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with the terms and conditions of the Rebate Program (the "Rebate Payments").

Respondent failed to timely make certain Rebate Payments in accordance with the

terms of the Rebate Program. During the course of the investigation, Respondent

ceased offering rebates through the Rebate Program. Respondent represents and

warrants that, since becoming aware of the Department's investigation, and in

accordance with the terms and conditions of the Rebate Program, Respondent

refunded a total of $ 4,496,645 .41 to consumers pursuant to the Rebate Program

and identified as Exhibit A. In executing this Agreement, the Respondent

stipulates and attests to that the payments represented in Exhibit A have been fully

processed and completed.

25. As of the Effective Date of this Agreement, Respondent is not aware

of any Rebate Payments that are outstanding as part of the Rebate Program.

However, Respondent shall make Rebate Payments to any other consumer who,

within one hundred twenty (120) days of the effective date of this Agreement, files

a complaint with the Office of the Attorney General based on Respondent's failure

to make Rebate Payments in accordance with the terms of this Rebate Program

("Subsequent Rebate Complaints"), subject to the following: (a) upon the

conclusion of one hundred twenty (120) days following the effective date of this

Agreement, the Department shall provide Respondent with a list of consumers who

submitted Subsequent Rebate Complaints and the amounts allegedly due to each

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such consumer, (b) within sixty (60) days of receipt of such list, issue Rebate

Payments to each such consumer, except to the extent that Respondent objects to

the Subsequent Rebate Complaints pursuant to clause (c) of this paragraph 25, (c)

to the extent Respondent objects to the Subsequent Rebate Complaints,

Respondent shall submit to the Department, within sixty (60) days of receipt of the

list of Subsequent Rebate Complaints, sufficient documentation to establish to the

Department's reasonable satisfaction that Respondent made full and timely

payment of all appropriate amounts due to the consumers, and ( d) to the extent the

Department is not reasonably satisfied that the documentation submitted pursuant

to clause ( c) of this paragraph 25 is not sufficient to refute any particular

Subsequent Rebate Compliant, the Department shall so advise Respondent in

writing and Respondent shall issue the applicable Rebate Payment to the applicable

consumer within thirty (30) days of Respondent's receipt of the Department's

notification.

26. As of March 1, 2014, Respondent has ceased the practice of renewing,

offering to renew, or accepting renewals of existing Consumer technology service

customer contracts, along with the practice of collecting recurring charges for such

renewals. Respondent agrees that it will no longer renew, offer to renew or accept

renewals of Consumer technology service customer contacts. Respondent

estimates that the last Consumer technology services customer contract expired in

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April 2015. As part of this Agreement, Respondent agrees to continue to be

responsible for providing service for each of its existing Consumer technology

service customer contracts until such time as the last Consumer technological

services customer contract has expired.

27. Respondent agrees that it will provide the Department with a

compliance affidavit attesting to the amount of any additional Refund Payments

made pursuant to the Refund Program set forth in Paragraphs 25 and 26.

Respondent further agrees that, on a quarterly basis, it will provide the Department

with a compliance affidavit attesting to the amount of Rebate Payments then­

outstanding and the amount of Rebate Payments made during the preceding

quarter. Respondent agrees to maintain its records in support of the compliance

affidavit(s) and the Rebate Payments for a period of at least two (2) years from the

effective date of this Agreement and to make such records available to the

Department within ten (10) business days of a written request. In the event that

any Rebate Payments are returned to the Respondent (i.e. incorrect address, etc.) or

remain outstanding for more than 180 days from the date of remittance and are

unable to be processed, Respondent agrees to make reasonable and best efforts to

identify an updated address for the consumer and process the Rebate Payment to

that consumer. The Respondent shall report and remit any unclaimed Rebate

Payments to the Florida Department of Financial Services, Bureau of Unclaimed

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Property in accordance with their guidelines no later than one year from the

Effective Date of this Agreement.

28. Except as provided for in Paragraph 25 above, for any new complaints

submitted to Respondent within a period of one (1) year following the effective

date of this Agreement, either directly by a consumer or by the Department,

Respondent shall continue to respond to and resolve such consumer complaints to

the reasonable satisfaction of the Department. In the event that a Rebate Payment

is issued to the complaining consumer, Respondent shall, within ten (10) days,

provide the Department with written confirmation of the same. In the event that a

Rebate Payment is not issued to the complaining consumer, Respondent shall

provide the Department with a written explanation along with all documentation

used by Respondent in support of its basis for not providing such Rebate Payment

(e.g., absence of bona fide complaint against Respondent, recorded confirmation,

attempts to book travel by the consumer, prior offer and acceptance to resolve the

matter between Respondent and the consumer). Respondent shall use

commercially reasonable efforts to commence and complete the resolution process

within thirty (30) days of Respondent's receipt of a consumer complaint. In order

to facilitate communication between the parties, Respondent has established a

dedicated email address of [AVCCompliance@QologyDirect.com] for

Department-initiated email communications, and the mailing address of Elephant

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Group, Inc., attn: Legal Department, 5297 West Copans Road, Margate, FL

33063, for Department-initiated hard copy communications.

COMPLIANCE MONITORING

29. For the purpose of monitoring and investigating compliance with any

provision of this Agreement, Respondent agrees that, for a period of two years

from the Effective Date, upon the Department's written request, Respondent shall

provide business records or documents and make any requested information

available that is reasonably necessary to enable the Department to monitor

compliance with this Agreement, within thirty (30) days of the request, at its

business office or at the Department's office, at the election of the Department.

30. Respondent shall reasonably monitor its telephone call transactions with

Consumers to ensure that its employees are complying with the terms of this

Agreement. For a period of two years from the Effective Date, such monitoring

shall include the following, at a minimum (the "Guidelines"):

a. periodically monitoring the oral representations made by persons

engaged in sales or customer service by listening to a reasonable sample

of calls not less frequently than once per week (and not fewer than ten

calls during any week in which calls are made);

b. establishing a system whereby trends or particular problems in customer

complaints are timely disclosed to the appropriate managers;

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c. taking reasonable corrective action with respect to any salesperson

whom Respondent determines is not complying with this Agreement; and

d. requiring in writing that any third party telemarketers it uses comply

with the Respondent policies and practices that have been implemented

in compliance with the terms of this Agreement and monitor the activities

and representations made by such telemarketers.

31. Respondent represents that, as of the date of this Agreement,

Respondent has implemented a compliance program to monitor compliance with

the Guidelines (currently provided through services provided by Compliance Point,

including the "Call Miner" program. For a period of no less than one year from the

date of this Agreement, Respondent agrees to provide a quarterly compliance

affidavit to the Department attesting to its conformance with the provisions set

forth in this Agreement. The compliance affidavit(s) shall at a minimum include a

statement indicating the position and title of the affiant, a statement that the affiant

is executing the affidavit on behalf of Respondent pursuant to this Agreement, and

statements outlining the steps taken in compliance with the provisions set forth in

this Agreement.

SETTLEMENT AND RELEASE

32. The Department shall not institute or proceed with any action against

Respondent including but not limited to, an action or proceeding seeking

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restitution, injunctive relief, fines, penalties, attorney' s fees or costs arising out of

any claims with respect to the Matters Investigated, or for any conduct or practice

by Respondent prior to the effective date of this Agreement that were the subject of

the Matters Investigated, except that the Department may institute an action or

proceeding to enforce the terms and provisions of this Agreement. To the extent

that any changes in Respondent's business, advertisements and practices are made

to achieve or facilitate conformance to this Agreement, the fact that such changes

were made shall not itself constitute any form of evidence, explicit or implicit, of

wrongdoing by Respondent or failure to comply with any federal or state statute,

regulation or the common law.

33. The parties acknowledge and agree that Respondent is entering into this

Agreement solely for the purpose of settlement and that nothing contained herein

may be taken as an admission or concession of any liability or violation of law, all

of which Respondent expressly denies. No part of this Agreement constitutes or

shall constitute evidence against Respondent in any action brought by any

person(s) or entity or other party of any violation of any federal or state statute or

regulation or the common law, except in an action brought by the Department to

enforce the terms of this Agreement.

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ATTORNEY'S FEES, COSTS AND CONTRIBUTIONS

34. Respondent shall pay to the Department attorney's fees and costs of

investigation and the cost of future compliance and monitoring in the sum of

ninety-five thousand dollars ($95,000) in three monthly installments of $31,666.66

beginning on November 1, 2015 and subsequent payments on December, 1 2015

and January 1, 2016. This sum shall be deposited in the Department of Legal

Affairs' Revolving Trust Fund, in accordance with Section 501.2101(1), Florida

Statutes. Payment to the Department of Legal Affairs shall be made by certified

check payable to the Department of Legal Affairs' Revolving Trust Fund, and shall

be delivered to Gerald Johnson, Office of the Attorney General, The Capitol, PL-

01, Tallahassee, Florida 32399-1050 or by wire transfer.

MISCELLANEOUS PROVISIONS

3 5. Respondent shall make the substantive terms and conditions of this

Agreement known to anyone responsible for implementing the obligations set forth

in this Agreement including all relevant officers, directors, managers and

successors.

36. Respondent shall not effect any change in its organizational identity

for the purpose of avoiding the terms and conditions set forth in this Agreement.

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3 7. Violations of this Agreement shall subject Respondent to any and all

applicable civil penalties and sanctions provided by law, and payment of attorney' s

fees and costs.

3 8. This Agreement shall become effective upon its execution by the

parties. The receipt or deposit by the Department of any monies pursuant to the

Agreement does not constitute acceptance by the Attorney General, and any

monies received will be returned if this Agreement is not executed by the

Department.

SIGNATURE PAGES TO FOLLOW

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IN WITNESS WHEREOF, Respondent and the Department have caused

this Agreement to be executed by an authorized representative, as a true act and

deed, in the County and State listed below, as of the date affixed thereon.

BY MY SIGNATURE I hereby affirm that I am acting in my capacity and

within my authority as the duly authorized signatory of Respondent and that by my

signature Respondent, whether it is acting through its principals, officers, directors,

members, managers, representatives, employees, agents, independent contractors,

successors and assigns, or acting through any limited liability company,

corporation or other business entity whose acts, practices or policies are directed,

formulated, or controlled by Respondent, is bound to the terms and conditions of

this Agreement.

STATE OF FLORIDA COUNTY OF BROWARD

BEFORE ME, an officer duly authorized to take acknowledgments in the

State of Florida, personally appeared M \ (, h rAP..) IY Drr\ S.Of\ and he I

acknowledged before me that he executed the foregoing instrument for the /VD Vlli/1-1 bp fr

purposes therein stated, on this _3__ day of-AttgttS-t;- 2015. N cVe.\Y\ bu-

Sworn to and subscribed before me this 3 gay. of August,. 2015.

:;t;;;l;, 22

NICOLE PUTTER Commission# FF 19958i My Commission Expires February 15, 2019

NICOlE PUTTER Commission# FF 199586 My Commission Expires February 15, 2019

Personally known 'X or

NOTARY PUBLIC (print, type or stamp commissioned name of Notary Public)

Produced identification (check one) Type of Identification Produced:

FOR THE OFFICE OF THE ATTORNEY GENERAL:

ACCEPTED this E day of Pt--c. 4'1•L, 2015.

By:

By:

By:

PATRICIA A. CONNQRS Deputy Attorney General Department of Legal Affairs Office of the Attorney General PL-01, The Capitol Tallahassee, FL 32399-1050 (850) 245-0140

RIC .' P. LAWSON D?~ision Director, Consumer Protection Division Department of Legal Affairs Office of the Attorney General PL-01, The Capitol Tallahassee, FL 32399-1050 (850) 414-3300

Sean T.

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Assistant Attorney General Department of Legal Affairs Office of the Attorney General PL-01 , The Capital Tallahassee, Florida 32399-1050 (850) 414-3300

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