PRO MEMBER SUB-CONTRACTOR AGREEMENT

THIS IS AN INDEPENDENT CONTRACTOR AGREEMENT BETWEEN YOU (the “Subcontractor”) and Minaxi Ventures Limited (the “Client”)

1. BACKGROUND:

a) The Client is of the opinion that the Subcontractor has the necessary qualifications, experience and abilities to provide services to the Client.

b) The Subcontractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

2. IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Subcontractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

Services Provided

a) The Client hereby agrees to engage the Subcontractor to provide the Client with services (the “Services”) consisting of but not limited to: Digital Web Marketing and Consulting Services that can include: Website Funnel Services, Social Media Network Marketing Services, Local Marketing, Video Services,

b) Mobile App Services and Pay-Per-Click Campaign Management.

c) The Services will also include any other tasks which the Parties may agree on. The Subcontractor hereby agrees to provide such Services to the Client.

3. Term of Agreement

a) The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect for 90-days and then renew for 30-day periods until terminated as provided in this Agreement.

b) In the event that either Party wishes to terminate this Agreement, that Party will be required to provide at least 30 days notice to the other Party.

c) After the first 90-day term this Agreement may be terminated at any time by mutual agreement of the Parties.

d) Except as otherwise provided in this Agreement, the obligations of the Subcontractor will end upon the termination of this Agreement.

4. Performance

The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

5. Currency

Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are determined by the Client and specified in specific relevant iMe DFY Services Project Proposal.

6. Compensation

a) For the services rendered by the Subcontractor as required by this Agreement, the Client will provide compensation (the “Compensation”) to the Subcontractor as agreed in writing on any relevant iMe DFY Services Project Proposal and as described in specific eligible iMe Partner Program Commission Fee plan

b) The Compensation will be payable following completion of the work to the satisfaction of the Client.

c) The Compensation as stated in this Agreement does not include sales tax or other applicable duties as may be required by law.

7. Reimbursement of Expenses

a) In connection with providing the Services hereunder, the Subcontractor will only be reimbursed for expenses that have been approved in advance by the Client.

b) The Subcontractor will furnish vouchers to the Client for all such expenses.

8. Additional Resources

The Client agrees to provide to the Subcontractor applicable content and other specific resources as detailed in applicable iMe DFY Services Project Proposals.

9. Confidentiality

a) Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

b) The Subcontractor agrees that it will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client. This obligation will end on the expiration or termination of this Agreement.

c) All written and oral information and materials disclosed or provided by the Client to the Subcontractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Subcontractor.

10. Non-Competition

Other than with the express written consent of the Client, which will not be unreasonably withheld, the Subcontractor will not be directly or indirectly involved with a business which is in direct competition with the particular business line of the Client, divert or attempt to divert from the Client any business the Client has enjoyed, solicited, or attempted to solicit, from other individuals or corporations, prior to the expiration or termination of this Agreement. This obligation will end on the expiration or termination of this Agreement.

11. Ownership of Materials and Intellectual Property

a) All intellectual property and related materials (the “Intellectual Property”) including any related work in progress that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.

b) The Subcontractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Subcontractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.

12. Return of Property

Upon the expiry or termination of this Agreement, the Subcontractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

13. Capacity/Independent Contractor

In providing the Services under this Agreement it is expressly agreed that the Subcontractor is acting as an independent contractor and not as an employee. The Subcontractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

14. Notice

All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as via email or to such other address as any Party may from time to time notify the other.

15. Indemnification

Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

16. Additional Clause

a) The initial term of service is 90-days and is nonrefundable and cannot be canceled. After the first 90-day term the service agreement renewal of this agreement is automatic for 30 days.

b) Legal Expenses. In the event that legal action is brought to enforce or interpret any term of this Agreement, the prevailing Party will be entitled to recover, in addition to any other damages or award, all reasonable legal costs and fees associated with the action.

17. Modification of Agreement

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

18. Time of the Essence

Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

19. Assignment

The Subcontractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

20. Entire Agreement

It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

21. Enurement

This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns.

22. Titles/Headings

Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

23. Gender

Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

24. Governing Law

It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the United Kingdom, without regard to the jurisdiction in which any action or special proceeding may be instituted.

25. Severability

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

26. Waiver

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

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