SAVINGS

YOUR NETWORKFOR EVERYDAY

ultimatedailysavings.com

Welcome to the Ultimate Daily Savings program! Our exclusive benefits will provide you with a network of everyday savings. Browse your membership book for the full details of how you can start saving.

3 Cash Rebates Mall

5 Discount Merchandise

9 Online Coupons

10 Movie Ticket Discounts

13 Theme Park Discounts

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CASH REBATES MALL

In today’s tech-driven day and age, most people make online shopping and research a regular part of their shopping experience. Cash Rebates Mall brings you the convenience of shopping at over 1,100 online stores through one easy to use online shopping portal. For an even better online shopping experience, we offer cash back for every purchase made through the Cash Rebates Mall. Yes, cash back for making purchases that are already part of your shopping budget. With no annoying forms to mail in, we make receiving online cash back rebates easy. Just sign-up, shop while logged in and earn cash back!

OVER 1,100 ONLINE STORESWith access to cash back at over 1,100 online stores, we provide a one-stop destination for most of your online shopping needs. Stores can change at any time, but typically include large online retailers such as Target, Office Depot, Walgreens and more.

HOLIDAYS AND SPECIAL OCCASIONSChaotic Christmas shopping season approaching? Need a last minute birthday gift? Reward yourself next holiday season or birthday by shopping for your loved ones in the comfort of your own home. Some Americans spend hundreds (if not thousands) of dollars for their loved ones each holiday season. Why not earn cash back on all of those purchases?

HOW CAN WE DO IT?We are able to offer cash back at over 1,100 online retailers because the stores we list on Cash Rebates Mall pay us a commission per sale generated. Cash Rebates Mall is out to reward our members for shopping through us and we encourage them to compare our available cash back with the cash back offered on other shopping websites in order to receive the highest savings.

» How it worksSimply vist our website at ultimatedailysavings.com and click on the Cash Rebates Mall link in the “quick links’ section. Each member must be signed into their Cash Rebates Mall account when they access a merchant through the portal to receive cash back rebates for any purchases. Cash back percentages are posted on the site prior to reaching the shopping portal to ensure members are able to see and take advantage of the offer. After making the purchase through the Cash Rebates Mall, a member will see their rebate has a “Pending” status for 60 days. After the 60-day return window has passed, the amount is considered “Posted” and becomes eligible for payment to the member.

Account informationMembers will have access to an account center that will allow them to track the purchases that are reported to Cash Rebates Mall. Once the merchant reports a purchase, the Cash Rebates Mall will post the details of the purchase to the member’s account center. The details of the purchase include the purchase date, the merchant name, the amount of the purchase (prior to shipping and taxes), the amount of the cash back available to the member and the running cash back total.

Request paymentAll cash back rebates in “Posted” status are eligible for payment when the member’s account reaches a posted balance of $20.00 or greater. To request a payment, login and view your account to confirm that your posted balance is greater than $20.00. The Cash Back Mall will process member payment requests twice monthly. Payment processing takes approximately five (5) business days. For your convenience, members have the option for rebate payment to be fulfilled through a PayPal transfer or a mailed check.

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FAQSWhat is Cash Rebates Mall?Cash Rebates Mall is an online shopping portal that combines the buying power of our members with the variety of hundreds of merchants. At Cash Rebates Mall, the only difference is the cash back savings. Same stores, same products, same prices.

How do I make purchases?Once you are signed-in, browse the SHOP section on Cash Rebates Mall to find the store you want to shop. Then click to view details about that store. From there you can click “SHOP NOW” to open up the store site and start shopping.

How soon is my cash credited to my online account?Because of the reporting logistics with our merchants, it usually takes 3-5 business days but can take as long as 3 months as some merchants wait until after the return period expires to report purchases.

When do I get my cash?Cash Rebates Mall pays members cash on purchases once you have accrued $20.00 and the 60 day return window has passed. You have the option to receive payment via PayPal or check. When you become eligible for payment, you will receive an email from us to select your cash back method and request your payment.

What’s the catch?There’s no catch! We are dedicated to the idea of giving our members maximum value in cash! We don’t mark up prices or shipping and handling charges. By going through Cash Rebates Mall, you have access to the same products as when shopping directly at the store – at the regular or sale prices.

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DISCOUNT MERCHANDISE

Tired of scouring the clearance racks for that bargain buy, comparing prices from store to store or surfing the Net for hours only to come up with meager discounts on inferior goods? Why not start with rock bottom prices on a wide selection of quality merchandise you use every day! With Ultimate Daily Savings, you can get a better deal on a wide selection of merchandise items online or by phone. Whether you buy through us or use our quote to get a better price locally, you can shop with confidence that you’re getting the best deal!

» How it worksOrder onlineSign into ultimatedailysavings.com and follow the links to “Discount merchandise” to browse through thousands of items available through the Ultimate Daily Savings discount shopping service.

Order by phoneOur customer satisfaction specialists will quote you our best price, which includes shipping and handling, and sales tax if applicable. Simply call the toll-free number listed within your membership materials, and provide the customer satisfaction specialist with your group and membership numbers from the front of your membership card. You will also need to provide the item’s specifics including the name, make, model, color, size and any other information that might be helpful such as fabric numbers and styles.

Order statusYou can check on the status of your order any time online or by phone. Click here or call the toll-free number located within your membership materials.

Please do not request information on department store brands, as “private label” brands are not available. Certain items may only be available for shipment in the 48 contiguous states. Some products or services may not be available due to legal restrictions or as required by the applicable provider or manufacturer.

Most items purchased through Ultimate Daily Savings are shipped within 2 weeks in factory-sealed packaging. Small packages are usually delivered by UPS. Larger items, such as furniture, will arrive by common carrier. Any special delivery instructions will be discussed at the time you place your order. We must know which models, and how many of each model you wish to purchase in order to quote delivery charges.

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FAQSHow will my order be shipped?Small packages are usually delivered by UPS. Larger items will be shipped by common carrier. Although we are not able to prearrange delivery for a specific day or time, we will attempt to notify the common carrier to contact you prior to delivery. Common carrier shipments are curbside deliveries. Please make arrangements to be available at the time of delivery. An in-house delivery can be arranged for some furniture and appliance shipments. Quotes on this method of delivery are available when you place your order.

When do I pay for shipping?Shipping and handling options and charges are discussed at the time of your initial quote. Your order may be shipped freight collect or freight prepaid. Should the carrier request payment for a freight shipment in error, please accept the merchandise, pay the freight charges and keep a copy of the freight bill. Send us a copy of this bill with your purchase order number and your member number. We will promptly refund any additional charges that have been made in error.

What should I do when my order is delivered?Inspect the order immediately. Do not sign for merchandise until you inspect for damage. If a shipment arrives with apparent damage, sign the freight bill “With Exception” and note which pieces are damaged. Accept the shipment, call the trucking company to report the damage and call our toll-free number immediately for further assistance. Open the cartons immediately and completely inspect your order. If you find concealed damage:

1. Notify the trucking company or UPS immediately – no more than 6 hours after receipt of shipment.

2. Call our office within 6 hours after receipt of shipment to report the damage and for further assistance. We will assist you in settling your claim as expeditiously as possible.

3. If possible, do not unpack or move the cartons.4. Save all packing materials, cartons, etc. for inspection.

If the above procedures are followed, the damaged pieces should be replaced or repaired at no cost to you. We cannot be responsible for delivery damage if it is not reported to the trucking company and our office within 6 hours of the delivery.

What if I pick up my order from the carrier’s terminal?If you pick up your order from the carrier’s terminal, you must inspect the order and note any damage on the freight bill before leaving the carrier’s terminal.

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ORDER CANCELLATIONSYou may cancel your order any time prior to shipment, unless your item is a special order such as custom furniture, computers and cars.

RETURNSYou may request return authorization within 10 days of the receipt of your order. Items must be returned in their original, new and unused condition. Packages must be in their original carton, unopened with all accessories, packing material and printed material. Provided that the requirements above are met, a credit or refund will be processed when we receive the returned order. In the event that authorization to return is issued for any other reason than that the member has received merchandise other than that which was ordered, the member shall be responsible for shipping and handling charges, as well as any restocking fees charged by the vendor. Certain restrictions may apply, so call us toll-free for instructions on how to return your purchase. Merchandise that has been special ordered or customized may not be returned.

MANUFACTURER WARRANTIES AND GUARANTEESPurchases come with the manufacturer’s original warranties and/or guarantees. If an item needs service, please contact the manufacturer’s authorized service center. We make no warranty of merchandise fitness for a particular purpose, warranty of merchantability or any other warranties, expressed or implied, with respect to merchandise purchased. To receive a copy of the manufacturer’s warranty on a specific model, simply send your request and a self addressed envelope to: Member Services, Manufacturer’s Warranty, PO Box 14655, Minneapolis, MN 55414.

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LOW PRICE GUARANTEE We’re so confident in our low prices that we offer a double-the-difference low price guarantee. Purchase merchandise through Ultimate Daily Savings with confidence. If you find an identical product selling for less from an authorized retail business (excluding any manufacturer, store or other rebates), submit valid proof of the lower price to claim your double-the-difference savings guarantee payment! Important restrictions apply, so please read the following definitions and your membership guide for all the details. Please note that you must be an active member of the program and purchase the item through the Ultimate Daily Savings shopping service in order to qualify. The comparison item must be sold for less by a retail business at its regular price within 30 days of the date your order was placed with Ultimate Daily Savings.

DEFINITIONSIdentical productThe comparison item must be new (current model year), in stock and perfect merchandise carrying the identical manufacturer’s model number, color, description and warranty and/or guarantee. New merchandise that is damaged in any way, defective, discontinued, not perfect, gray market or parallel merchandise or merchandise for which the price does not include the full US warranty, seconds, re-packs or floor samples do not qualify as identical products for purposes of the low price guarantee.

Retail businessAn authorized retail business means a dealer selling consumer goods at a profit in an arms length transaction to the general public on a regular basis. This does not include charities, internet sales, government subsidized outlets, other subsidized businesses, buying or membership clubs, builders, contractors or any special arrangement.

Regular priceRegular price means the price at which the retailer ordinarily sells the product to the general public in accordance with its usual and ordinary policy of doing business. Sale prices which are available to the general public are considered regular prices. Prices not qualifying for the low price guarantee include prices for left-over models, floor samples, discontinued products or closeouts, from or through buying services, bankruptcy sales or loss leaders, depressed merchandise prices, construction package deals on products, employee discounts, prices obtained through the internet, prices obtained through an employee benefit program, prices obtained through an arrangement, cash only or limited availability sales or government subsidized outlet prices.

Valid proof

You must submit valid proof of the lower price for the comparison item. A verifiable advertisement or verifiable written quotation on a firm’s business stationery which shows the item, price (including any shipping or delivery charges), brand name, model number and when the price is in effect, as well as the name and address of the retail business which is selling the identical product, will be considered valid proof. The difference will be calculated on the merchandise cost excluding any taxes or shipping charges quoted by the retail business and Ultimate Daily Savings. Ultimate Daily Savings reserves the right to verify and correct shipment charges should there be a miscalculation. All prices submitted for comparison must be verifiable. Prices will be compared prior to any applicable rebates.

The savings guarantee does not apply to loss leader or limited availability items, cash only sales, closeouts, returned items, computer industry products, employee discounts, automobile or other vehicles, pricing attained through the internet, DVDs, CDs, loose or set stones, movie tickets, travel, gourmet foods, tires, special or negotiated arrangements, returned items, canceled orders, incorrect prices quoted due to vendor or employee errors or any product or service not purchased directly through the Ultimate Daily Savings shopping service.

The member is entitled to one (1) “double-the-difference lowest price guarantee” in the US per item quoted. To illustrate, a member does not receive the payment back on five (5) identical items, but only on one (1) item per item purchased through Ultimate Daily Savings. To qualify, products must be delivered to members who reside in the Continental US. Please allow 30 days for processing.

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EXTENDED WARRANTYBuy merchandise through the Ultimate Daily Savings shopping service and double the repair period of your manufacturer’s warranty. That’s up to 12 months extra, and it’s free!

• A 3-month warranty extends to 6-months• A 12-month warranty extends to 2-years• A 2-year warranty extends to 3-years

» How it worksWithin 30 days from the time you receive your product, please send the following:

• Proof of purchase: A copy of the bill, packing slip or Ultimate Daily Savings shopping service order acknowledgment form.

• A copy of the manufacturer’s warranty, including the product description, model number and serial number.

• Your individual member number, group number and zip code. You must be an active member for your product registration to be processed.

Send to: Ultimate Daily Savings, Member Services, Extended Warranty, PO Box 14655, Minneapolis, MN 55414

You will be sent confirmation of your product registration, along with a special toll-free number to call in the event that you need service on your product.

Special terms and conditions1. Only products that come with valid US warranties are covered. Certain

terms, conditions and limitations apply.2. In the event of a split manufacturer’s warranty, the shortest period will be

doubled.3. Repairs during the extended part of your warranty are normally “carry-in”.

Exception: If the manufacturer requires in-home service, you will be paid only for the parts and labor, not for travel time or mileage.

Ultimate Daily Savings has excluded products on which the manufacturer does not provide proper warranties or national service facilities, as well as the following items: fuel oil, heating systems, building materials, animal food, farm equipment, home improvements, snow skis, dry cleaning, marine equipment, repairs, diving equipment, clothing (limited), toys (limited availability), swimming pools, central air conditioning and motorcycles.

Additional informationAdditionally, a product may be removed from its service or unavailable if [instance-name] determines that the product cannot be delivered within a reasonable amount of time or if Ultimate Daily Savings determines that shipping and handling costs will eliminate the majority of the savings on a purchase. Delay or failure of performance by Ultimate Daily Savings shall be excused if normal operations are hindered or prevented by strikes, lockouts, acts of God, acts of the government, acts of the civil military authorities, material shortages, dollar fluctuations and or/ other conditions, availability of products, delays of public carriers, fire, theft, accident, human error on the part of anyone connected with Ultimate Daily Savings or its suppliers and vendors or distributors and laws of any kind limiting or conditioning the conduct of Ultimate Daily Savings or its suppliers, vendors or distributors. Ultimate Daily Savings shall not be responsible for non-delivery or discontinuances of any product by the manufacturer, distributor or vendor. Ultimate Daily Savings reserves the right to update, modify or change its policies and procedures, products, brands, pricing and programs at any time without notice. Ultimate Daily Savings reserves the right to limit quantities. Ultimate Daily Savings and its suppliers, vendors and distributors make no warranty, express or implied, in connection therewith respect to any products offered or sold through the program or information furnished, including any warranty of merchantability or fitness for a particular purpose.

It is the policy of Ultimate Daily Savings to comply with all federal, state and local laws pertaining to the regulation of various consumer services. We have made every effort to ensure the accuracy of the information in this manual; however, we are not liable for printing errors and/or omissions.

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ONLINE COUPONS

To make saving you money as easy as possible, the Ultimate Daily Savings online coupon program has been conveniently positioned into 4 categories: pre-clipped grocery, dining, shopping and attractions. Each category contains separate and unique benefits which enable our members to save literally thousands of dollars every year! Membership entitles you to discounts on a wide range of products and services. Please read below for additional information about how each benefit can help you save.

PRE-CLIPPED GROCERY COUPONSThat old ritual of sifting through newspapers for coupons to clip and store can be time consuming, and you’ve got a lot on your plate. Put the scissors away and snag savings. Order your favorite name-brand grocery coupons online from any of the over 130,000 supermarkets nationwide. You have the choice of browsing through the coupons by category, viewing the entire coupon inventory at once or using the search option to find specific coupons. Once the desired coupon is found, you can see information about that specific coupon including face value and expiration date. You are able to choose any quantity of each coupon, up to a max of 5 per specific coupon. There is no limit to the number of different coupon selections you can request.

Clipping, shipping and handling feesUpon check out, you will be charged a 10% clipping fee and a small shipping and handling charge. This amount will be shown in total, before you are asked for any credit card information. To offset this postage and processing fee, you will receive additional “bonus” coupons from your selections that are equal to or greater than the cost of processing and postage.

DININGSave up to 50% while dining out at thousands of restaurant locations nationwide. With coupons such as buy one get one free, dining out is more affordable than ever! Whether you’re looking for fine dining, fast food or something in between, we have discounts available at great restaurants throughout the United States. From Red Lobster, Olive Garden and Hard Rock Cafe, to Denny’s, KFC and Pizza Hut – we’ll save you money on the food you love! Find a great deal at a restaurant near you and print their coupon with your own printer!

SHOPPINGYou can earn up to 30% in cash back rebates on a monthly basis! Shop online at national retail stores such as Walmart, Target, Marshalls, American Eagle, Kohl’s and many, many more! In addition, save locally when you shop at retailers in your area by printing coupons right from you own printer! Save money when you shop at Dick’s Sporting Goods, Blockbuster, Gamestop, GNC, Midas and Zales.

ATTRACTIONSIn addition to saving money on dining and shopping, you can save money on the price of local attractions while you’re on vacation too! Save up to 50% at places such as Disneyland, Disney World, Six Flags and Universal Studios. With a Ultimate Daily Savings membership, your dream vacation is finally affordable.

» How it worksSign in to ultimatedailysavings.com and follow the links to “Online Coupons”.

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Make it a movie night with our exclusive savings. Whether you’re going solo, hoping to impress a date, treating the kids or enjoying the night out with your spouse, your membership can save you 40% on movie tickets at major theatre chains all over the US.

Going to the movies shouldn’t cost an arm and leg. We give you access to new releases at prices you can afford. Splurge on popcorn with your ticket savings or reinvest in our other discount offers.

» How it worksOrder onlineSign in to ultimatedailysavings.com and follow the links to “Movie tickets”. Choose your favorite theatre chain and order movie tickets. Tickets can be purchased in increments of 5, up to a maximum of 40 per order. Purchase your movie tickets using any of the listed credit card options. A shipping and processing fee in the amount of $3.25 will be added to your total. Orders for movie tickets are typically processed the next business day.

Order by mailFill out the order form in this book. Choose your preferred theatre chain and multiply the number of tickets desired by the listed price per ticket. Be sure to add the $3.25 processing fee to your total. You are entitled to a minimum of 5 tickets up to a maximum of 40 per order.

We accept checks and the listed credit card options. Select your payment type, enclose the appropriate payment information and mail to: Membership Services, Movie Tickets Program, PO Box 14655, Minneapolis, MN 55414

MOVIE TICKETS

Theater chain Discount price

AMC TheatresAMC Showplace, Loews, Cineplex Odeon, Magic Johnson and Star Theaters

Yellow Ticket $9.25*

Cinemark Theaters

Platinum Supersavers Ticket $8.75

Regal Entertainment GroupRegal Cinemas, Edwards Theatres and United Artists Theatres

Premier Super Saver Ticket $8.50

Showcase and Multiplex Cinemas

Premiere Ticket $9.00

Order and delivery termsThere is a minimum of 5 and a maximum of 40 tickets per order. Please allow 1 – 2 weeks for delivery.

Movie theater termsTickets must be redeemed at box office. Tickets will not be replaced if lost or stolen, are non-refundable and carry NO EXPIRATION date. Resale of tickets is prohibited. Tickets are subject to an additional surcharge for IMAX, large format and 3-D films. Exclusions apply for special events/engagements, private screenings or motion pictures with contractual obligations. Ticket prices are subject to change without notice.

*These tickets EXCLUDE ALL movies distributed by The Walt Disney Company, including the Disney, Pixar, Marvel and Lucasfilm, Ltd.NOT VALID IN: CALIFORNIA, NEW YORK, and NEW JERSEY

Present at box office. Not valid for online redemption. Valid at AMC Theatres® U.S. locations only (excluding California, New York, and New Jersey). Unauthorized reproductions not allowed. AMC exchange tickets are NOT eligible toward earning AMC Stubs® reward.

Subject to surcharge for 3D, premium large screen format (e.g., IMAX®, AMC Prime®), alternative content, dine-in-theatres, film festivals, special theatrical presentations and premium services; location surcharges may also apply at select locations, including Disney and Universal properties operated by AMC. AMC reserves the right to change these terms and conditions without notice, including changes and additions to surcharge fees, restrictions or exclusions. For current terms and conditions, a complete listing of applicable surcharges, exclusions, AMC Theatre brands and restrictions, please visit www.amctheatres.com/exchange-tickets-terms.

Member Price: $46.25

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*Availability and participating theme parks are subject to change without notice.

THEME PARK DISCOUNTS

Many families are taking budget-minded vacations this year and saving a few extra dollars is what your membership is all about. With access to our regional attractions & theme park discounts, you can save even more money while visiting your favorite attractions!

These discounts are not available to the general public, and can vary from park to park. Typically you will receive up to 60% off the admission price.

» How it worksTo view all the money-saving member only discounts, simply sign in to ultimatedailysavings.com and follow the links to “Theme Park Discounts” to purchase your tickets at up to 60% off the general admission price.

+ many more

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

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

Membership Terms Your Membership is effective immediately upon your enrollment in the program and shall continue on a month-to-month basis until cancelled as described below. You may cancel your Membership at any time by calling Us at the toll-free number listed on your membership card or by writing Us at the address indicated below. Unless You notify Us that You wish to cancel your membership by following these instructions or your membership is otherwise cancelled as provided herein, your Membership will continue automatically and You will be billed the then-current membership fee which will appear on your statement, depending upon how You enrolled. Payment of Membership Fee The payment of your membership fee (which, if applicable, includes any trial period fee as well as enrollment or processing fees and shipping and handling charges) is made automatically by a charge to the payment source authorized by You (the “Payment Source”) in accordance with the payment terms to which You agreed. In the event that the program offer to which you agreed includes a trial period, You may cancel your membership at any time during the trial period and not be charged, other than any one time enrollment or processing fees, and shipping and handling charges, in each case depending on the program offer to which you agreed, as well as money paid for program benefits ordered by You. We reserve the right to terminate your Membership at any time without notification, including in the event that We are unable to bill the membership fee to your specified billing source.

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

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

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

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

Disclaimer of Liability You agree that We and our subsidiaries, affiliates, partners and providers are not responsible or liable for any Benefits provided by participating vendors and, if You have any claims relating to such Benefits, You will make your claim against the vendors providing the Benefit. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY OF THE BENEFITS OR RELATED INFORMATION PROVIDED TO YOU. We do not guarantee, nor are responsible for, the quality of products or services provided by any independent vendors. We reserve the right to eliminate, add, change and substitute Benefits and participating vendors without notice to You in our sole discretion. We assume no responsibility for the payment of or contribution to any use or sales tax on the Benefits which may be imposed by taxing authorities, and such taxes, to the extent imposed, shall remain your sole responsibility or that of the provider of the Benefits, as the case may be. IN NO EVENT SHALL WE OR ANY OF OUR AFFILIATES, PARTNERS AND PROVIDERS OR

ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR AGGRAVATED DAMAGES OR ANY OTHER DAMAGES OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM, PROGRAM WEBSITE, MEMBERSHIP GUIDE, ANY MATERIALS, INFORMATION, QUALIFICATION AND RECOMMENDATIONS APPEARING ON ANY PROGRAM WEBSITE, ANY SOFTWARE, TOOLS, TIPS, PRODUCTS, OR SERVICES OFFERED THROUGH, CONTAINED IN OR ADVERTISED ON ANY PROGRAM WEBSITE, AND/OR ANY LINK PROVIDED ON ANY PROGRAM WEBSITE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. THIS PROVISION SHALL SURVIVE THE TERMINATION OF YOUR MEMBERSHIP.

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

Termination of Membership YOU MAY TERMINATE THIS MEMBERSHIP AGREEMENT AND YOUR MEMBERSHIP AT ANY TIME BY CALLING US AT THE TOLL-FREE NUMBER LISTED ON YOUR MEMBERSHIP CARD/MATERIALS OR BY NOTIFYING US IN WRITING AT CUSTOMER SERVICE, USA ULTIMATE BENEFITS, 1671 NW 144 TERRACE, SUITE 107, SUNRISE, FLORIDA 33324. YOUR CANCELLATION WILL BE EFFECTIVE PROMPTLY UPON THE RECEIPT OF YOUR CANCELLATION REQUEST. UPON CANCELLATION, YOU WILL NOT OWE ANY FURTHER MEMBERSHIP FEES AND WILL NOT BE ENTITLED TO A REFUND OF PAST FEES CHARGED TO YOUR ACCOUNT. DEPENDING UPON THE TERMS YOU AGREED TO, ANY ENROLLMENT, PROCESSING AND/OR TRIAL PERIOD FEES MAY NOT BE REFUNDABLE. ANY OTHER FEES OR CHARGES INCURRED IN CONNECTION WITH THE PROGRAM (INCLUDING BANK OR OVERDRAFT CHARGES) ARE YOUR RESPONSIBILITY. WE WILL TERMINATE YOUR MEMBERSHIP IF IT IS NOT USED IN ACCORDANCE WITH THIS MEMBERSHIP AGREEMENT OR YOU HAVE NOT PROPERLY ENROLLED IN THE PROGRAM. IN SUCH A CASE, WE RESERVE THE RIGHT TO: (1) NOT REFUND MEMBERSHIP FEES (INCLUDING, WITHOUT LIMITATION, ANY ENROLLMENT OR PROCESSING FEES, SHIPPING AND HANDLING CHARGES AND OTHER FEES, IN EACH CASE TO THE EXTENT APPLICABLE) PAID BY YOU AND/OR (2) NOT FULFILL ANY PENDING ORDERS FOR BENEFITS PURCHASED PRIOR TO CANCELLATION OF THE MEMBERSHIP. WE RESERVE THE RIGHT TO TERMINATE YOUR MEMBERSHIP AT ANY TIME FOR ANY OTHER REASON. A MEMBER IS PROHIBITED FROM RE-ENROLLING IN THE PROGRAM FOR TWELVE (12) MONTHS FOLLOWING CANCELLATION.

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

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

Arbitration PLEASE READ THIS PROVISION CAREFULLY. IT PROVIDES THAT ANY DISPUTE MAY BE RESOLVED BY BINDING ARBITRATION. ARBITRATION REPLRRF THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING. IN ARBITRATION, A DISPUTE IS RESOLVED BY AN ARBITRATOR INSTEAD OF A JUDGE OR JURY. THE ARBITRATOR’S DECISION WILL GENERALLY BE FINAL AND BINDING. ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN COURT PROCEDURES. Any claim, dispute or controversy between You and Us (or made by or against anyone connected with You or Us, or claiming through You or Us) arising from or relating to your membership (“Claim”), including Claims regarding applicability or validity of this arbitration provision, shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association (“AAA”) (except for any AAA rules providing for class claims or class arbitration) then in effect, subject to this Membership Agreement. Any Claim regarding the validity or enforceability of this arbitration provision shall be governed by the laws of the State of New York, without giving effect to the choice of law provisions thereof. This arbitration provision is made pursuant to a transaction involving interstate commerce and, in all other respects, including the determination of any questions about whether Claims are within the scope of this arbitration provision and therefore subject to arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §1-16 (“FAA”), and shall be resolved by interpreting the arbitration provision in the broadest way the law will allow it to be construed. All Claims are subject to arbitration, no matter what theory they are based on or what remedy they seek. This includes Claims based on contract, tort (including intentional tort), fraud, agency, negligence, statutory or regulatory provisions, or any other source of law. Claims made and remedies sought as part of a class action, private attorney general or other representative action are subject to arbitration on an individual (non-class, nonrepresentative) basis. As an exception to arbitration, You and We retain the right to pursue in a small claims court located in the federal judicial district that includes your billing address at the time of the Claim, any Claim that is within the court’s jurisdiction and proceeds on an individual basis. The arbitration shall be conducted before a single arbitrator, applying to the Claims the substantive laws of the State of New York without giving effect to the choice of law provisions thereof. The arbitrator’s authority is limited solely to the Claims between You and Us alone. The arbitration will not be consolidated with any other arbitration proceeding. You and We do not agree to any arbitration on a class action or representative basis, and the arbitrator shall not be authorized to treat any Claim on a class action or representative basis. If You prevail in the arbitration of any Claim against Us, We will reimburse You for any fees that You paid to the AAA in connection with the arbitration. Any decision rendered will be final and binding on the parties, and judgment may be entered in a court of competent jurisdiction. Arbitration rules and forms may be obtained from the AAA at http://www.adr.org/. Claims shall be filed in any AAA office. However, any participatory hearing that You attend shall take place in New York, New York, unless You chose to have the hearing take place in the federal judicial district that includes your billing address at the time the arbitration Claim is filed. This arbitration provision applies to all Claims now in existence or that may arise in the future. The arbitration provision shall survive termination of your membership as well as voluntary payment of the debt in full by You or any bankruptcy by You. IF YOU DO NOT CHOOSE TO ACCEPT THIS BINDING ARBITRATION PROVISION, YOU MUST NOTIFY US IN WRITING BY REGISTERED MAIL AT ARBITRATION OPTOUT, USA ULTIMATE BENEFITS, 1671 NW 144 TERRACE, SUITE 107, SUNRISE, FLORIDA 33324. WITHIN TWENTY (20) DAYS AFTER RECEIPT OF THIS MEMBERSHIP AGREEMENT. IF YOU SO NOTIFY US BY THAT TIME THAT YOU DO NOT ACCEPT THE BINDING ARBITRATION PROVISION, YOU MAY CONTINUE TO BE A MEMBER FOR THE CURRENT MEMBERSHIP TERM UNLESS THE MEMBERSHIP IS OTHERWISE TERMINATED HEREUNDER. HOWEVER, IN THE EVENT YOUR MEMBERSHIP IS CONTINUED, WE SHALL HAVE THE RIGHT NOT TO RENEW YOUR MEMBERSHIP AT THE END OF THE TWELFTH MONTH ANNIVERSARY DATE.

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

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

MOVIE TICKET ORDER FORMTheater chain Price/ticket # of tickets Total

AMC

Yellow Ticket* $9.25

Cinemark Theaters

Platinum Supersavers Ticket $8.75

Regal Entertainment GroupRegal Cinemas, Edwards Theatres, and United Artists Theatres

Premier Super Saver Ticket $8.50

Showcase and Multiplex Cinemas

Premiere Ticket $9.00

Sub total:

+ postage: $3.25

Total:Order and delivery termsThere is a minimum of 5 and a maximum of 40 tickets per order. Please allow 1 – 2 weeks for delivery.

Movie theater termsTickets must be redeemed at box office. Tickets will not be replaced if lost or stolen, are non-refundable and carry NO EXPIRATION date. Resale of tickets is prohibited. Tickets are subject to an additional surcharge for IMAX, large format and 3-D films. Exclusions apply for special events/engagements, private screenings or motion pictures with contractual obligations. Ticket prices are subject to change without notice.

*These tickets EXCLUDE ALL movies distributed by The Walt Disney Company, including the Disney, Pixar, Marvel and Lucasfilm, Ltd.NOT VALID IN: CALIFORNIA, NEW YORK, and NEW JERSEY

Present at box office. Not valid for online redemption. Valid at AMC Theatres® U.S. locations only (excluding California, New York, and New Jersey). Unauthorized reproductions not allowed. AMC exchange tickets are NOT eligible toward earning AMC Stubs® reward.

Subject to surcharge for 3D, premium large screen format (e.g., IMAX®, AMC Prime®), alternative content, dine-in-theatres, film festivals, special theatrical presentations and premium services; location surcharges may also apply at select locations, including Disney and Universal properties operated by AMC. AMC reserves the right to change these terms and conditions without notice, including changes and additions to surcharge fees, restrictions or exclusions. For current terms and conditions, a complete listing of applicable surcharges, exclusions, AMC Theatre brands and restrictions, please visit www.amctheatres.com/exchange-tickets-terms.

Member Price: $46.25

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