I.INDEPENDENT BUSINESS PARTNER AGREEMENT IMPORTANT DISCLOSURES. Congratulations on taking the first step to becoming an MEGASOCIALPRO® Partner! As a Partner you will be able to participate actively in the growth of our business and you will be rewarded for your efforts. Remember that you are not an employee. You are an Independent Contractor. As an independent contractor, you are free to build your business the way you want to, within legal standards and our policies, standards, and rules. MEGASOCIALPRO may send you text and email messages regarding your MEGASOCIALPRO business. Your compensation is in the form of a commission as set forth in the Partner Compensation Program. Your compensation will depend on the membership type and product sales/referrals you make as well as the sales/referrals made by those you refer to us, directly or otherwise. Payment of compensation is through commission schedules tied to the sale of memberships and/or products through our site. You do not get paid or receive compensation of any kind for signing up other Partners on our site. SIGNATURE Clicking “I accept” on the Independent Business Partner Agreement terms at signup and including your tax id number (or social security number, if applicable) serves as your electronic signature and you agree that this is a valid method to obtain your signature. The electronic signature on these screens will serve as you acceptance to be bound by the terms of the Independent Business Partner Agreement on our site. Your electronic signature also affirms that the answers provided on the signup process past and present are complete, true and correct. THIS IS A BINDING CONTRACT. READ IT CAREFULLY. INDEPENDENT BUSINESS PARTNER AGREEMENT This is a contract between you and MEGASOCIALPRO. 1. As used herein, the term “Agreement” refers to this Independent Business Partner Agreement and the Partner Compensation Program, which is incorporated into and made a part of this Agreement. By entering into this Agreement, you acknowledge that you have read, understand, and agree to the commission structure set forth in the Partner Compensation Program. This Agreement covers important matters about your relationship with MEGASOCIALPRO and any other company authorized by MEGASOCIALPRO to enter into agreements with, or to offer products or services through, Partners in the MEGASOCIALPRO sales force. “MEGASOCIALPRO sales force” is the group of MEGASOCIALPRO Partners who are currently parties to this Agreement. This agreement does not void or alter any other agreements you have with MEGASOCIALPRO including the Terms of Service, Privacy Policy Agreement, and Payment agreement. 2. You agree that MEGASOCIALPRO has the right, at its sole discretion, to amend this Agreement and the Partner Compensation Program disclosure as well as the prices of its products and services at any time, and you agree to abide by any such amendment(s). Amendments shall be effective 30 days after publication or notice to you by MEGASOCIALPRO that the Agreement has been modified. Amendments shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. MEGASOCIALPRO shall provide notification of amendments by one or more of the following methods: a) posting at the MEGASOCIALPRO website; b) e-mail; or c) posting in your Partner Back Office. The continuation of your MEGASOCIALPRO business, your acceptance of any benefits under the Agreement, or your acceptance of commissions following any amendment constitutes your acceptance of the same. 3. While this Agreement is in force, you may use certain trademarks (including service marks, slogans, logos, designs or trade names) relating to MEGASOCIALPRO, but only in connection with your marketing activities for MEGASOCIALPRO. MEGASOCIALPRO may change or discontinue these trademarks or your rights to use them at any time. These trademarks, including all associated goodw ill, are the property of MEGASOCIALPRO. You agree to use these trademarks only in the manner approved by MEGASOCIALPRO. 4. You may refer other Partners to join the MEGASOCIALPRO sales force. A version of this Agreement must be signed by the person you refer in order for that person to be considered a “Partner”. The only way to earn money from MEGASOCIALPRO is through the sale of MEGASOCIALPRO memberships, products and services. You earn no money for recruiting or referring other Partners to the site. You may not profit from selling recruiting and sales materials, etc. to the MEGASOCIALPRO sales force. You are not required to buy a membership plan or any product or service from MEGASOCIALPRO in order to represent MEGASOCIALPRO. 5. Your “Partner Team” means the total number of Partners on whose sales you may be entitled to receive commissions. For purposes of determining commissions as well as lines of reporting, MEGASOCIALPRO will keep records of your referred Partners and client commissions. Although no Partner, client or customer has a right to transfer from or to another Partner; MEGASOCIALPRO may transfer Partners, clients or customers, but only for good reason (e.g., failure by their direct Partner to comply with our operational guidelines, rules, or violations of statutory or regulatory laws and regulations). 6. Provided you qualify, you will earn commissions as specified in the Partner Compensation Program. The commissions that you earn are based on the sale of MEGASOCIALPRO products and services to end consumers. In the event a refund is issued to a customer and you received a commission on the refunded product or service, those commissions will be deducted from future commission payments made to you until such time as they are completely recaptured by MEGASOCIALPRO. If you believe that errors have been made regarding your commission payment(s), you must notify MEGASOCIALPRO in writing within 30 days of the purported error. MEGASOCIALPRO will not be responsible for any errors, omissions or problems not reported to it within such time frame. 7. The commissions you earn as a Partner are paid to you via a third party payment provider upon the completion of your first sale of an MEGASOCIALPRO product or service to a customer. Commission payments to you under this Agreement are processed and handled by a third party as outlined in the Partner Compensation Program. Applicable account set-up fees and funds transfer fees will be withheld from your earned commissions as specified in agreement, terms of service and conditions that you enter into with the third party payment provider. 8. You are an independent contractor (and not an employee or officer of any MEGASOCIALPRO Company, or an owner of any part of the MEGASOCIALPRO sales force or customer base), which means that you may exercise considerable discretion in how you conduct your business. You may not, in the name of any MEGASOCIALPRO, MEGASOCIALPRO.com or any of our companies, enter into any contract or lease, incur any liability or obligation, maintain any bank account or secure credit. You may not deposit into your account any check or money order made payable to “MEGASOCIALPRO”. “MEGASOCIALPRO.com” or any MEGASOCIALPRO Company. You understand that you will not be treated as an employee of MEGASOCIALPRO for Federal or State tax purpose and you are responsible for your own expenses, including federal and state selfemployment taxes. MEGASOCIALPRO is not responsible for withholding, and shall not withhold or deduct from your commissions, if any, FICA or taxes of any kind. MEGASOCIALPRO may periodically change products, services, compensation and marketing programs. 9. As an independent contractor, you are responsible for paying local, state and federal taxes on any income that you generate as a Partner. 10. You do not need to be active full time within the MEGASOCIALPRO sales force. While you are an MEGASOCIALPRO Partner you may not engage in any activity that interferes with the business of the MEGASOCIALPRO, MEGASOCIALPRO.com, the MEGASOCIALPRO sales force or any authorized MEGASOCIALPRO Companies. The indemnification provision under this Agreement includes any harm resulting from your failure to comply with this Section. 11. You will: comply with applicable laws, regulations and licensing requirements if any apply; and comply with your agreements with the MEGASOCIALPRO Companies; conduct your business in an honest, ethical manner; honestly and fairly describe the business opportunity and the products and services of the MEGASOCIALPRO Companies and those of their competitors; act in a manner that will protect and promote the goodwill and reputation of the MEGASOCIALPRO Companies; honestly and accurately assist in the completion of applications for any products or services of each MEGASOCIALPRO Company you are authorized to represent; sign any new form of agent agreement that a MEGASOCIALPRO Company requires be signed by the MEGASOCIALPRO sales force. 12. If you wish to promote the MEGASOCIALPRO Partner business opportunity and MEGASOCIALPRO products and services, you agree that you will use only the promotional and advertising materials made available to you by MEGASOCIALPRO. The use of any other promotional or advertising materials is prohibited. Accordingly, you agree that you will not develop or produce your own literature, advertisements, sales aids, business tools, promotional materials, videos, or web pages or web sites to promote the MEGASOCIALPRO products, services or Partner business opportunity. Approved MEGASOCIALPRO advertising materials are available for download and distribution through your Partner Back Office. The MEGASOCIALPRO Partner business opportunity and products and services may only be advertised and promoted in accordance with the guidelines posted therein. 13. Except as provided in this Section 12, you agree that you will not send unsolicited emails or unsolicited faxes to promote either the MEGASOCIALPRO products and services or the MEGASOCIALPRO Partner business opportunity. To the extent they are available, you may make use of the email marketing tools located in your Partner Back Office or otherwise available from MEGASOCIALPRO. When sending emails using any such MEGASOCIALPRO provided tool, you must strictly comply with the guidelines associated therewith to assure that you do not inadvertently violate state or federal laws regarding the sending of unsolicited commercial emails (aka Spam). In no event may you send unsolicited faxes. 14. You agree that you will not engage in telemarketing in the promotion of the MEGASOCIALPRO products and services or the Partner business opportunity. You may not use automatic dialing systems or software relative to the promotion or operation of your independent MEGASOCIALPRO business. Additionally, you agree that you will not place or initiate any outbound telephone call to any telephone number that delivers any pre-recorded message (a “robocall”) regarding or relating to the MEGASOCIALPRO products or services or Partner business opportunity. 15. You agree that you shall not register or attempt to register “MEGASOCIALPRO” or any of MEGASOCIALPRO’ trademarks, trade names, or product names, or any derivative thereof, for any Internet domain name or email address or incorporate any such name or derivative thereof into any Internet domain name or email address. 16. When promoting the Partner business opportunity to prospective Partners you agree that you: a) will make it clear that financial success as an Partner requires commitment, effort and sales skills; b) will not make any representation to a prospective Partner that would lead him or her to reasonably believe that he or she can be successful as an Partner without commitment, effort and sales skill; c) will not make any income projections or income claims; and d) will not disclose your commission income from MEGASOCIALPRO. 17. (a) “Confidential information” is non-public information pertaining to the business of the MEGASOCIALPRO and it’s authorized companies provided to you or other MEGASOCIALPRO Partners by MEGASOCIALPRO or developed by you or other MEGASOCIALPRO Partners while acting as a MEGASOCIALPRO Partner, or obtained by you as a result of being a MEGASOCIALPRO Partner. Confidential information developed by you or other MEGASOCIALPRO Partners is considered owned by MEGASOCIALPRO because it results from your or their activities as MEGASOCIALPRO Partners for which you and they are being compensated. Confidential information includes, among other things, customer lists, referred Partner information, customer data, and proprietary information of MEGASOCIALPRO that could be considered “trade secrets”. Confidential information, under the law, may be a trade secret, which is a property right protected by law. The MEGASOCIALPRO Companies protect confidential information because it helps their businesses and your MEGASOCIALPRO business. You agree to treat this information as confidential, and not to use or disclose this information except as necessary to conduct your MEGASOCIALPRO business. This restriction will continue to apply after termination of this Agreement for only two (2) years. (b) To protect the confidential information, you agree that you shall not, on your own behalf or on behalf of any other person or entity: i) directly or indirectly disclose any confidential information to any third party; ii) directly or indirectly disclose the password or other access code to your Partner Back Office; iii) use any confidential information to compete with MEGASOCIALPRO or for any purpose other than promoting your MEGASOCIALPRO business; or iv) in any manner attempt to influence or induce any Partner or customer of MEGASOCIALPRO listed in any report or in your Partner Back Office to terminate their relationship with MEGASOCIALPRO. 18. The term of this Agreement is one year from the date of its acceptance by MEGASOCIALPRO, subject to prior termination as provided herein. The Agreement shall automatically renew for additional one year terms on the anniversary date of its acceptance by MEGASOCIALPRO unless either party notifies the other at least 30 days prior to any such annual renewal date that it does not wish to renew the Agreement. 19. You may terminate this Agreement at any time with or without any reason or cause by submitting written notice to MEGASOCIALPRO to support@MEGASOCIALPRO.com. MEGASOCIALPRO may terminate this Agreement at any time for cause as set forth in this Agreement. 20. In the event you: a) violate any term of this Agreement; b) violate any common law duty owed to MEGASOCIALPRO (including but not limited to any applicable duty of loyalty); c) engage in any illegal, fraudulent, deceptive or unethical business conduct; or d) commit any act or omission that is damaging to the reputation or business of MEGASOCIALPRO, such action or inaction may result, at MEGASOCIALPRO’ discretion, in one or more of the following corrective measures: - Issuance of a written warning to you; - A requirement that you take immediate corrective measures; - Imposition of a fine, which may be withheld from your commission payment(s); - Loss of rights to one or more commission payments; - Suspension of your Partner Agreement for one or more commission periods; - Transfer or removal of some of the members of your Partners team; - Suspension or termination of your MEGASOCIALPRO website or website access; - The involuntary termination of the Agreement; or - Any other measure expressly allowed within any provision of the Agreement or which MEGASOCIALPRO deems practicable to implement, and appropriate to equitably resolve injuries caused partially or exclusively by your violation of the Agreement. 21. In the event the Agreement is suspended pursuant to Section 20 above, you agree that MEGASOCIALPRO may withhold payment of commissions to you during the term of the suspension. In the event the Agreement is terminated under Section 20 following such suspension, you agree that you will not be able to recover any commissions withheld during the suspension period. 22. MEGASOCIALPRO reserves the right to terminate all Partner Agreements (including this Agreement) upon 30 days’ notice in the event it elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its products and/or services via this Partner marketing channel. 23. If you fail to earn any commissions under the Partner Compensation Program for 12 consecutive months, the Agreement will be automatically terminated for inactivity. In that event, if you are a subscriber to any MEGASOCIALPRO products or services, your subscription will continue in force until such time as you cancel the subscription(s). 24. Upon termination of this Agreement for any reason, you will lose all rights as an Partner and agree that you: a) shall cease holding yourself out as a MEGASOCIALPRO Partner; b) shall not have the right to sell MEGASOCIALPRO products or services or refer Partners to the MEGASOCIALPRO business opportunity; c) must immediately stop using all trademarks, trade names and copyrighted material of the MEGASOCIALPRO Companies; and d) must promptly deliver to MEGASOCIALPRO all materials on any media in any form that contain customer or agent information, other confidential information and all inventory that reflects a MEGASOCIALPRO Company name (unless MEGASOCIALPRO otherwise agrees in writing). 25. If you are in breach, default or violation of the Agreement at termination, you shall not be entitled to receive any further commissions, whether or not the sales for such commissions have been completed. You agree that MEGASOCIALPRO may deduct, withhold, set-off, or charge to any form of payment you have previously authorized, any amounts you owe or am indebted to MEGASOCIALPRO. 26. As an MEGASOCIALPRO Partner, you have the opportunity to refer other Partners and to earn commissions based on their sales of MEGASOCIALPRO products and services. As such, you agree that you have an obligation to assist and train such Partners in the proper operation of their independent MEGASOCIALPRO businesses. You agree that you will have ongoing contact and communication with such referred Partners and timely respond to their requests for support and assistance. Additionally, you agree that you will monitor such individuals to ensure that they are not making improper product or business claims or engaging in any illegal or inappropriate conduct. 27. If you refer another Partner to the MEGASOCIALPRO Partner business opportunity, you may assist the referee in completing the Partner Agreement. However, the applicant must personally review and agree to the terms of the Partner Agreement and the Partner Compensation Program. You agree that you may not complete and submit the Partner Agreement on behalf of the applicant. 28. You agree that you will not at any time directly or indirectly induce any MEGASOCIALPRO Partner or former MEGASOCIALPRO Partners to violate any of his or her agreements with any MEGASOCIALPRO Company. 29. You will indemnify the MEGASOCIALPRO Companies, their Partners, officers, directors and employees and any referring Partner of yours against any harm you cause them at any time, and against any claim by a third party because of harm you caused to the third party at any time. The indemnified party may assert its rights to indemnification outside of arbitration if made a party to a proceeding by a third-party asserting a claim against the indemnified party. 30. Your “principal address” is your home address provided by you when completing the signup application and/or form. You will inform MEGASOCIALPRO in writing or in the setting page of the site of any changes in this address. 31. To protect the MEGASOCIALPRO sales force and the MEGASOCIALPRO Companies, each MEGASOCIALPRO Company (and, if specifically authorized in writing by that MEGASOCIALPRO Company, any of your referring Partners) may enforce your compliance with any restrictive covenant, confidentiality provision (including the return of confidential information) or trademark provision in your agreements with that MEGASOCIALPRO Company to the fullest extent permitted by law by injunction or other equitable remedies (without having to arbitrate), and will not be required to post a bond to do so. You agree that you are not excused from complying with any restrictive covenant or confidentiality provision because of any claim you have against an MEGASOCIALPRO Company. 32. This Agreement is intended for the benefit of you and each MEGASOCIALPRO Company (and, if specifically authorized in writing by that MEGASOCIALPRO Company, any of your referring Partners). The MEGASOCIALPRO Companies may assign any portion of their rights or obligations to others. If any such assignment is made and notice of the assignment is given to you or generally to the MEGASOCIALPRO sales force, you will look only to the entity to whom the assignment is made for performance of that part of the Agreement after that assignment. You may not assign this Agreement or your rights or obligations under the Agreement and nor may you assign or give a security interest in any of your commissions before they are received by you. 33. Any unusual or frequently used, or additional and future agreements between you and an MEGASOCIALPRO Company must be in writing and signed by an authorized officer of that MEGASOCIALPRO Company. Each agreement may be waived or amended only by a similarly signed writing. Any waiver will apply only in the specific instance and will not constitute a general waiver. Even if a part of this Agreement is held to be void or unenforceable, the remainder of this Agreement will be enforceable and any part may be severed from the remainder, as appropriate. 34. All agreements, commission records and all other records retained by any MEGASOCIALPRO Company may be preserved or their relevant provisions may be retained in electronic or image form (and, for purposes of any proceeding, any such form will be admissible in lieu of the original documents). II. MEMBERSHIP TERMS 1. To become a Member of the program you must be 18 years of age. 2. MEGASOCIALPRO may refuse to accept any Membership Application at its sole discretion. 3. Membership in the program becomes effective only when the Membership Application is accepted by MEGASOCIALPRO, the Initial Membership Fee is paid and received by MEGASOCIALPRO, and when upon your first visit to the Website you accept to be bound by the Terms and Conditions of the Membership. Continued Membership is at all times after acceptance, conditional. Your Membership and benefits of the Membership can be canceled at any time at the sole discretion of MEGASOCIALPRO. This Agreement will be effective when you click the “I Agree” box and proceed to become an Independent Business Partner.