By accessing, browsing, or otherwise signing up for the affiliate program, you represent that:

You acknowledge that you have read, understand and agree to these terms of use. You are of a legal age to form a binding contract with #BEMEGA Mentors. You have the authority to enter into these terms personally or on behalf of the entity you represent. If you do not agree to be bound by these terms, you may not access or sign up to the #BEMEGA Mentors Affiliate Program.

The “Effective Date” of this Agreement is the date on which the you sign up for the Affiliate Program by becoming a #BEMEGA Member which grants you access to the Affiliate Partner Program. The terms of the Affiliate Program (“Agreement”) is entered into by and between #BEMEGA Mentors, a service and brand operation #BEMEGA Enterprises in the Jurisdiction of Panama, and the person or entity signing up for the Affiliate Program (“Affiliate Partner/You”).In consideration of the terms and conditions set forth below, the parties agree as follows:

1. Purpose

Subject to the terms and conditions of this Agreement, #BEMEGA Mentors hereby grants to Affiliate Partner during the term a limited, non-transferable, revocable and non-exclusive right to market and refer #BEMEGA Mentors Products and/or Services to prospective customers.

2. Scope of the Referral Process

A. Qualified Referrals: Affiliate Partner is eligible to receive a referral commission only if Affiliate Partner submits a referral to #BEMEGA which meets the requirements set forth under this Agreement (“Qualified Referral”). #BEMEGA shall, at its sole discretion, decide whether a referral constitutes a Qualified Referral. Affiliate Partner shall submit all referrals through the referral URL provided by #BEMEGA for the same (“Referral Link”).For abundant clarity, a referral submitted by Affiliate Partner through any other mode of communication, including without limitation, via a phone call or an e-mail including self-referrals shall not be considered Qualified Referrals.

B. Negotiation Rights: Affiliate Partner agrees not to negotiate terms or make commitments on behalf of #BEMEGA. #BEMEGA shall collect the applicable subscription charges for the #BEMEGA Products and/or Services directly from the Customer.

C. Eligibility: Affiliate Partner shall be entitled to a commission only if a Qualified Referral turns into a paying Customer of #BEMEGA within three (3) months from the date a referral is submitted by the Affiliate Partner (“Conversion Period”) and with a subscription term equal to or greater than one (1) month for the Membership Product. Additionally, all one time payments for courses or events shall be result in commissions earned.

On a case-by-case basis, the parties may mutually agree in writing to waive or extend the Conversion Period for a Qualified Referral.

D. Ineligible Referrals: When someone subscribes to a #BEMEGA Products and/or Services pursuant to the Affiliate Partner’s sales and marketing efforts in accordance with this Agreement, #BEMEGA shall, at its sole discretion determine if such subscriber is a Qualified Referral. Referrals ineligible for a referral commission are set forth as per described below.

Existing customers Referrals who are #BEMEGA’s existing Customers prior to the referral are not eligible to receive referral commission. Existing Opportunities: Referrals that convert into leads that are materially the same (i.e., same entity) as opportunities that are in #BEMEGA’ or #BEMEGA’ resellers active sales process at the time of the referral or were in process during the ninety (90) days prior to the referral submission, are not eligible for referral commission. Failure to Follow Process: Referrals where the Affiliate Partner has failed to follow the process set out in this agreement are not eligible for referral commission. Self-Referrals: Referrals referred by Affiliate Partner are not eligible for referral commission where (i) the referred lead is the Affiliate Partner itself or an entity that the Affiliate Partner owns or is an employee in; or (ii) where the referred lead is an affiliate of the Affiliate Partner. If the Affiliate Partner makes a self-referral, #BEMEGA may, at its discretion, terminate this Agreement and cease paying commissions for such self-referral. Referral Link: Referrals submitted by the Affiliate Partner without using the Referral Link or before signing up for the Affiliate Program are not eligible to receive any commissions under this Agreement.

E. Commission: Affiliate Partner shall be entitled to receive a commission equivalent to 50% (fifty percent) of the net monthly revenue paid by the Affiliate Partner’s Customers to #BEMEGA.F. Payment Process:#BEMEGA will calculate referral commission for each Qualified Referral on a monthly basis, and such commission will be disbursed to the Affiliate Partner within 30 days from the date of receipt of invoice amounts from the Customer.

3. Affiliate Partner Responsibilities

A. Affiliate Partner represents and warrants that it shall:

Not send unsolicited communications, junk email, spam or other forms of duplicative or unsolicited messages to leads. Not use banners or links on newsgroups, chatrooms, message boards, banner networks, hit farms, guest books etc. Not run any pay-per-click campaigns competing with #BEMEGA advertising activity. Use only materials given by #BEMEGA for Affiliate Partner’s sales and marketing efforts as distributed on Social Media and Events. Not engage in excessive telemarketing activities for promoting #BEMEGA Products and/or services. Not promote #BEMEGA on sites containing unlawful, hateful, abusive or pornographic content. Not promote #BEMEGA by promoting incentive programs such cash back, vouchers, retro-commission, or any other derivative incentive programs aiming to offer a lower pricing than #BEMEGA.

Including (“Standards”) and all applicable laws in the performance of its obligations under this Agreement.

4. Intellectual Property Rights

#BEMEGA and its licensors retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to #BEMEGA products and/or services.

5. Marketing

#BEMEGA hereby grants Affiliate Partner a revocable right to display, publicly perform and publish #BEMEGA trade name, logo or trademark (“Marks”) solely with regard to the promotion of the #BEMEGA products and/or services to potential customers. While in exercise of rights under this license, it shall be the responsibility of Affiliate Partner to ensure that :

A. The Marks are used only to denote the origin and ownership of #BEMEGA products and/or services.

B. It will comply with #BEMEGA’ effective policies (current or updated version thereof) relating to the use of its marks.

C. It shall not materially modify the marketing materials provided by #BEMEGA in any way that causes Affiliate Partner to misrepresent the technical capabilities, features or functions of the #BEMEGA products and/or services. It is clarified that Affiliate Partner will not, by virtue of the foregoing license, acquire any right, title or interest in #BEMEGA’ Marks or Products and all rights thereto are reserved by #BEMEGA.

6. Confidentiality

Each party (as “Receiving Party”) will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to :

A. Not use any Confidential Information of the other party (the “Disclosing Party”) for any purpose outside the scope of this Agreement.

B. Except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. If Receiving Party is required by law or court order to disclose Confidential Information, then Receiving Party shall, to the extent legally permitted, provide Disclosing Party with advance written notification and cooperate in any effort to obtain confidential treatment of the Confidential Information. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. To the extent the information shared under this Agreement constitutes personal data as defined under applicable data protection laws, both Affiliate Partner and #BEMEGA will comply with the same. Any personal data of the Affiliate Partner that #BEMEGA may receive shall be processed in accordance with #BEMEGA private policy which is included herein by reference.

7. Termination

This Agreement will continue until either party terminates this Agreement. #BEMEGA or Affiliate Partner may terminate this Agreement at any time without cause and without liability upon intimation to the Affiliate Partner. Effect of Termination

Upon termination of this Agreement, Affiliate Partner agrees to cease all marketing and promotional activities and all further use of the #BEMEGA products and/or services, and the parties shall return or confirm destruction of the other party’s Confidential Information provided pursuant to this Agreement.

All commissions owed up to date of termination shall be paid. All future products, services or payments made to #BEMEGA will no longer be eligible for compensation to the Affiliate Partner.

8. Indemnification

Affiliate Partner will indemnify and hold #BEMEGA and its affiliates harmless against any claim brought by a third party against #BEMEGA and its respective employees, officers, directors, and agents arising from or related to use of the Marks by Affiliate Partner in breach of this Agreement.

10. Limitation of Liability

10.1 Neither party shall be liable for any exemplary, special, indirect, consequential or incidental damages of any kind (including without limitation lost profits, loss of use, loss of business, or loss of profit or revenue), even if such party has been advised of the possibility of such damages. The limitations on either party’s liability under this section shall not apply to lability for death, personal injury of a physical nature or damage to tangible property caused by either party’s gross negligence or intentional misconduct. The foregoing states the entire liability of each party with regard to this agreement, the products and/or services provided hereunder.

11. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of Panama, without regard to conflict of laws principles. Any dispute or claim arising out of or relating to this Form shall be determined by arbitration in Panama City. The arbitration shall be administered by Panamanian competent authority pursuant to its arbitration rules and procedures.

12. Miscellaneous

A. Non-solicitation: During the Term and one (1) year thereafter, Affiliate Partner shall not, either directly or indirectly engage with a #BEMEGA Employees, Members, Customers or Business Partners outside the scope of this Agreement; or induce a #BEMEGA employee to terminate their employment. “#BEMEGA Employee” shall mean and include the Employees, business partners or consultants of #BEMEGA, its holding, subsidiaries and affiliates.

B. No Assignment: Except to its affiliates and/or within group companies, neither Party shall assign any part of this Agreement or its respective rights or obligations under this Agreement without the prior written consent of the other Party (which consent shall not be unreasonably withheld). Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

C. Modifications: From time to time, #BEMEGA may modify this Agreement. Unless otherwise specified by #BEMEGA, changes become effective for Affiliate Partner after the updated version of this Agreement goes into effect.

D. Severability – No Waiver: If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by applicable law, and the remaining provisions of this Agreement shall remain in effect. Delay or non-exercise of any right under or provision of this Agreement by either party does not constitute a waiver of that right or provision of this Agreement.

E. Survival: Sections 4 (Intellectual Property), 5 (Marketing), 6 (Confidentiality), 9 (Indemnification), 10 (Limitation of Liability), 11 (Governing Law), 12 (F) (Survival), 12 (H) (Notices), 12 (I) (Entire Agreement) and will survive any termination of the Agreement. Termination of this Agreement will not limit either party’s liability for obligations accrued as of or prior to such termination or for any breach of this Agreement.

G. Relationship between the Parties:The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the Parties.

F. Notices: All notices to be provided by either Party to the other under this Agreement may be delivered in writing by email or postal delivery service (“Courier”) to the contact mailing address provided by the parties.

I. Entire Agreement: This Agreement constitutes the entire agreement and supersede any and all agreements between #BEMEGA and Affiliate Partner with regard to the subject matter hereof.

13. Definitions

13.1 Customer means a Qualified Referral that has entered into an agreement with #BEMEGA to procure the #BEMEGA products and/or services pursuant to the Affiliate Partners marketing and promotional activities under this Agreement.

13.2 Affiliate Program means the program initiated by #BEMEGA where entities and persons who sign up as Affiliate Partners are required to market and refer eligible #BEMEGA products and/or services to prospective customers in consideration for a commission from #BEMEGA.