ONLINE INDEPENDENT CONTRACTOR AGREEMENT-Paid Members

This Online Independent Contractor AGREEMENT is made and entered on the date of Registration by and between the Independent Contractor ("you") and Company with its principal place of business at 6346-65 Lantana Rd #106, in the City of Lake Worth, and the State of Florida and sets forth the terms, conditions and consideration pursuant to which Independent Contractor will perform the Services as hereinafter set forth by Company.

WHEREAS, the Company is engaged in the business of Social networking, and the Independent Contractor has agreed to recruit members to Paid2Bpopular.com as an Affiliate and be compensated for each membership they recruit as outlined in this agreement.

NOW, THEREFORE, the parties agree as follows:

Article 1-General Agreement Terms

1. Definitions. Unless otherwise required by the context, the following terms shall have the following meanings respectively:
-"Contractor"-An Independent Contractor paid on a per membership recruited basis as outlined in this agreement.
-"Company"-Valutech Services, LLC who owns Paid2Bpopular.com

2. Entire Agreement. This Agreement, including Schedule A, which shall be and hereby is incorporated herein, contains the final and entire agreement of the parties and all other agreements whether oral or written made with the respect to the subject and the transactions contemplated by this Agreement shall have no force or effect. No amendment, supplement or waivers of any provision of this Agreement shall be valid, other than with respect to compensation, unless by an instrument in writing, signed by authorized representatives of both parties.

3. Independent Contractor. Nothing contained herein or any document executed in connection herewith, shall be construed to be an Employer-Employee relationship between the Company and Contractor. Contractor is an independent contractor and not an employee of the Company or any of its subsidiaries or affiliates. The consideration set forth shall be the sole consideration due Contractor to for the services rendered hereunder. It is understood that the Company will not withhold any amounts for payment of taxes from the compensation of Contractor hereunder. Consultant will not represent to be or hold itself out as an employee of the Company and Contractor acknowledges that h/she shall not have the right or entitlement in or to any of the pension, retirement or benefit programs now or hereafter available to the Company's regular employees. Any and all sums subject to deductions, if any, required to be withheld and/or paid under any applicable state, federal or municipal laws or union or professional guild regulations shall be Contractor's sole responsibility and Contractor shall indemnify and hold Company harmless from any and all damages, claims and expenses arising out of or resulting from any claims asserted by an taxing authority as a result of or in connection with said payments.

4. Laws, Regulations, and Permits. Contractor shall comply with all applicable federal, state, and local laws, regulations and ordinances as they relate to this Agreement applicable to contractors, consumer protection, and telephone solicitation.

5. Confidentiality. The Contractor acknowledges that during the engagement he/she will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the Company and/or used by the Company in connection with the operation of its business including, without limitation, the Company's business and product processes, methods, customer lists, accounts and procedures. The Contractor agrees that he/she will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or any time thereafter, except as required in the course of this engagement with the Company. All files, records, documents, specifications, information, letters, notes, media lists, and similar items relating to the business of the Company, whether prepared by the Contractor or otherwise coming into his/her possession, shall remain the exclusive property of the Company. The Contractor shall not retain any copies of the foregoing without the Company's prior written permission. Upon the expiration or earlier termination of the Agreement, or whenever requested by the Company, the Contractor shall immediately deliver to the Company all such files, records, documents, specification, information, and other items in his/her possession or under his/her control. The Contractor further agrees that he/she will not disclose the terms of this Agreement to any person without the prior written consent of the Company and shall at all times preserve the confidential nature of his/her relationship to the Company and of the services hereunder.

6. Term. This Agreement shall commence on the signature date and shall not terminate unless terminated by either party hereto. Either party may terminate this Agreement at any time in writing.

Termination and Amendment. Your ability to use or access the Site may be terminated immediately by Valutech Services LLC if you fail to comply with any term or conditions. Upon termination, you must immediately cease using the Site and recognize that the company reserves the right to block or deny your access to the Site. Valutech Services LLC reserves the right in its sole discretion, to modify, change, discontinue (temporarily or permanently) the Site at any time. Valutech Services shall not be liable to you for such modification, suspension, or if discontinued except as expressly provided within this contract.

7. Duties of Subcontractor. The Contractor's duties, compensation, and provisions for payment thereof shall be as set forth in the estimate previously provided to the Company by the Contractor and which is attached as Exhibit A, which may be amended in writing from time to time, or supplemented with subsequent estimates for services to be rendered by the Contractor and agreed to by the Company, and which collectively are hereby incorporated by reference.

8. Choice of Law. The laws of the State of Florida shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

9. Waiver. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.

10. Assignment. The Contractor shall not assign any or his/her rights under this Agreement, or delegate the performance of any of his/her duties hereunder, without the prior written consent of the Company.

11. Notices. Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given as follows:

If to the Company: Valutech Services LLC
6346-65 Lantana Rd #106
Lake Worth, FL 33463


Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.

12. Modification or Amendment. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.

13. Professional Responsibility. Nothing in this Agreement shall be construed to interfere with or otherwise affect the rendering of services by the Contractor in accordance with his independent and professional judgment. The Contractor shall perform his services substantially in accordance with generally accepted practices and principles of his trade. This Agreement shall be subject to the rules and regulations of any and all organizations and associations to which the Contractor may from time to time belong and to the laws and regulations governing the practice of the Contractor's trade in this State.

14. Can-Spam Act. I have read the Can-Spam Act that is located in the Affiliate section and will comply with these laws. I understand that Paid2Bpopular is not liable if I decide not to follow these laws that were created by the Federal Trade Commission (FTC).

15. Indemnity and Release. The Contractor indemnifies Company, its Affiliates, and their respective directors, officers, agents, successors, and/or assigns, from and against any all against all damages, loss, liability, cost actions, causes of action, claims, demands or expense both direct and indirect (including without limitation reasonable legal and accounting fees and expenses actually incurred) arising in any way from your use of the Site by whomsoever asserted.

IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first written above. The parties hereto agree that facsimile signatures shall be as effective as if originals.

This is an Online Independent Contractor Agreement. The acceptance of the agreement acts as a digital signature on the date of registration. Please note before your first commission payment, a signed hard copy of the Independent Contractor Agreement and a Signed W-9 form located in the Welcome Package in the "Affiliate section" under Profile will need to be submitted.


Valutech Services, LLC
Paid2Bpopular Affiliate Program
6346-65 Lantana Rd #106
Lake Worth, FL 33463



Its: Independent Contractor [title or position]




SCHEDULE A

DUTIES, TERM, AND COMPENSATION

DUTIES: The Contractor will recruit members to join Paid2Bpopular and pay a monthly membership to be a part of the Paid2Bpopular social networking community. As a part of the membership, the member has the ability to be an Affiliate for the company. As an Affiliate (Independent contractor), you have full access to the Paid2Bpopular networking website and have access to the Member Management System (MMS) where your recruits are tracked. For each member you recruit, you get paid a commission for as long as they pay their monthly membership fee of $20.

If the member you recruit cancels their membership, you will cease getting paid for that recruit. You only get compensated for paying members that you recruit directly. You must remain an active member of Paid2Bpopular in order to continue to get paid for recruiting members as the Affiliate opportunity is a benefit of the membership.


COMPENSATION: As compensation for the services rendered pursuant to this Agreement, the Company shall pay the Contractor a 50% Commission of the $20 membership fee for each member they recruit per month or $10 per month per paying member on their team. You only get compensated for the members you directly recruit to Paid2Bpopular that join the membership. The calendar runs from the first of the month until the end of the month. Your earnings for the members you recruited will be paid within the first 10 days of the following month. For example, all members recruited and paid from June 1 until June 30th, you will get paid between July 1st and July 10th.

Free Member:
As a Free member of Paid2Bpopular, you will have limited access to the site and its features. You will have access to your profile, the Marketplace for your listings, the Blog section, and the forum section. You will not have access to the Affiliate business opportunity as a free member as that is a benefit of the paid membership. You will NOT have access to the other features of the full social network as a free member including the ability to upload photos, videos, music, arcade, friend section, social integration (facebook, twitter, etc), among other activities. These features are only for paid members.

At any time, you can upgrade your membership to a paid membership and will have access to the noted features as well as the Affiliate business opportunity.


Terms and Conditions


Welcome to Paid2Bpopular!

Paid Members: Paid2Bpopular is a social networking website that gives you an opportunity to make money off of social networking. Every paid member of our website pays a monthly membership fee of $20. If you as an Affiliate recruit a member to be under your team, you get paid a 50% commission or $10 per member per month that they pay their membership. The more members you recruit, the more money you make. If a member that you recruited cancels their membership, you will no longer get paid for that member.

You are required to set up an Affiliate account so that the person who referred you gets credit for the referral but you are not required to be a recruiting Affiliate of Paid2Bpopular. You can utilize Paid2Bpopular as a social networking website where you can share your thoughts, upload and share photos, create events, etc. If you choose to become a recruiting Affiliate, there is no extra charge as the affiliate opportunity is a part of your Paid2Bpopular membership. In order to be an active Affiliate, you must maintain your Paid2Bpopular membership as the Affiliate opportunity is one of the benefits of the actual membership. If you cancel your membership or if your monthly membership is delinquent, pay outs will be delayed until the membership is in good standing.

As an Independent contractor (paid member), you can recruit members to join the website for a monthly membership fee of $20. You understand that the monthly membership is for access to the social networking website and as a member, you have the right to become an affiliate free of charge. You do not have to be a recruiting Affiliate as a member. The Affiliate program is for motivated members who would like to make extra money by recruiting friends, family, coworkers, etc to join the website. For each member you recruit, you make a 50% commission of the membership fee or $10 a month per member that you recruit as long as they remain a member of the website. You understand that if a member cancels their membership, we are not liable to pay you for that member. You will only get paid for paying members. Your goal as a recruiting Affiliate is to recruit as many members as possible as to make the most money.

As an example, you recruit 10 friends the very first month you start. You will be making $100 (10 members x $10=$100) each month that those members pay. If the next month you recruit another 20 friends for a total of 30 friends, you will be making $300 a month (30 friends x $10=$300). Once a month, you will receive a check for your earnings for the previous month within the first 10 days of the following month. For example, if you have 30 paying members by the end of June, you will be paid $300 within the first 10 days of July.

As an Affiliate, you recognize that as you recruit members and make money, you will be responsible to pay income taxes at the end of the year. As an Independent contractor, you will receive an IRS form 1099 at the end of the year which will report all your earnings for that calendar year to the IRS. It is your responsibility to claim this income on your tax returns and pay the income taxes. As an Independent contractor, you are only an Affiliate of Paid2Bpopular and may not present yourself as an employee of Paid2Bpopular.

Nothing contained herein or any document executed in connection herewith, shall be construed to be an Employer-Employee relationship between the Company and Contractor. Contractor is an independent contractor and not an employee of the Company or any of its subsidiaries or affiliates. The consideration set forth shall be the sole consideration due Contractor for the services rendered hereunder. It is understood that the Company will not withhold any amounts for payment of taxes from the compensation of Contractor hereunder. The Independent Contractor will not represent to be or hold itself out as an employee of the Company and Contractor acknowledges that h/she shall not have the right or entitlement in or to any of the pension, retirement or benefit programs now or hereafter available to the Company’s regular employees. Any and all sums subject to deductions, if any, required to be withheld and/or paid under any applicable state, federal or municipal laws or union or professional guild regulations shall be Contractor’s sole responsibility and Contractor shall indemnify and hold Company harmless from any and all damages, claims and expenses arising out of or resulting from any claims asserted by an taxing authority as a result of or in connection with said payments.

You can also reference the FAQ section for Frequently Asked Questions. If you have further questions after reviewing the FAQ section, please feel free to email affiliate@paid2bpopular.com


Statement of Rights and Responsibilities
Paid and Free Members

The statement of Rights and responsibilities derives from Paid2Bpopular.com and governs our relationship with users and others who interact with the website. You are responsible for your use of the services, the content provided, and the comments that you post or submit. The content you submit will be viewed by others of the services so you should only provide content that you are comfortable sharing with others. You own all the content and information you post on Paid2Bpopular and you are control how it is shared.


Content on Paid2Bpopular

All content posted is the sole responsibility of the person who posted, submitted, or originated the content. We may not monitor or control the content and cannot take responsibility for the content. We do not endorse or support the content posted nor do we guarantee the truthfulness or accuracy of the content. You understand that you may come across content on this website that might be offensive or inaccurate. Under no circumstances will Paid2Bpopular be liable for any content posted in any way including but not limited to any errors or omissions of any content.

You retain your rights to any content you submit or post through or on our services. For content like photos and/or videos, you give us permission and grant us a non-exclusive, transferable, royalty-free, worldwide license (with the right to sublicense) to use any IP content you post on the website (subject to your privacy settings). This IP license ends when you delete your IP content unless your content has been shared with others and they have not yet deleted it. When you publish content or information using the “network setting” or “everyone”, it means that everyone will have access to that information and we may not have control over what is done with the content (this includes people on Paid2Bpopular and people off the website).

Paid2Bpopular gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided by Paid2Bpopular as part of our services. This license is for the sole purpose to use, to enjoy the benefit of the services, and an ability to earn monthly income in the manner permitted by these terms.



Registration, Safety, and Account Security

Paid2Bpopular users provide their real names and information which is required to be a part of our services. To stay in compliance with your membership, you will not provide any false personal information on Paid2Bpopular or create an account for anyone other than yourself. You will not use Paid2Bpopular if you are under 18 (will be verified) as our services are for Adults Only. You will keep your account information up-to-date and accurate. You will not share your log in or password with anyone or let anyone access your account for security purposes. You will not and cannot transfer your account to anyone without the written permission of a Paid2Bpopular Manager, director, or owner.

We reserve the right to:

1) Remove or reclaim a username if we believe appropriate.
2) To remove or refuse content on the services and to terminate users.
3) To access and disclose any information to satisfy applicable law, regulation, legal process, to enforce the terms, investigate potential violations, and to detect, prevent, or address fraud or security.
4) To protect the rights and property of Paid2Bpopular, its users, and the public.
Paid2Bpopular does not share or disclose any personal information of its members or users in accordance with our Privacy Policy.

Paid2Bpopular is an Adult only website. Although we try our best to keep it safe, we cannot guarantee it. There are certain commitments to follow when using our services which include:

-You will not send spam on Paid2Bpopular
-You will not bully or harass anyone
-You will not use Paid2Bpopular to do anything unlawful, discriminatory, or malicious
-You will not solicit login information or any account information not belonging to you
-You will not do anything to affect or impair our services on Paid2Bpopular.com
-You will not upload viruses or malicious information or sites.
-You will not offer any promotions or contents using the Paid2Bpopular name without our prior written consent. Under the circumstances where Paid2Bpopular consents to any promotions or content, you take full responsibility for the promotion.


Your rights and the Rights of Others

You are responsible for the content you post or submit. You will not post content or take any action against Paid2Bpopular that violates someone else’s rights or the law. We can remove any content or information that you post if it violates this statement or the law. If your content is removed due to a violation of this statement, you will have a right to appeal it if you believe it was removed by mistake. Your account will be disabled if you have multiple infringements for violating other people’s rights. You will not use our copyrights or trademarks without our written permission (including Paid2Bpopular, P2B).

If you collect information from users, you will obtain their written consent and make it clear that you are obtaining that information for your purposes and not Paid2Bpopular.com. You will not post anyone’s identification documents, any financial information, or any sensitive information on Paid2Bpopular.

Can-Spam Act. I have read the Can-Spam Act that is located in the Affiliate section and will comply with these laws. I understand that Paid2Bpopular is not liable if I decide not to follow these laws that were created by the Federal Trade Commission (FTC).


Paid2BPopular Rights

All rights, title, and interest in the Services (website) are the exclusive property of Paid2Bpopular and its licensors (excluding content provided by users). The Services are protected by copyright, trademark, and other laws of the United States. Nothing in the Terms gives you a right to use the Paid2Bpopular name or any of the logos and trademarks.

Paid2Bpopular expects the users to respect the intellectual property of the website. We will respond to allegations of copyright infringement that comply with the law.


The Services

Your access to and use of our Services is available “as-is” and “as-available” without any express or implied warranties including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We try to keep Paid2Bpopular safe and bug-free but you use it at your own risk. We do not guarantee that Paid2Bpopular will be safe or secure.

We make no warranty and disclaim all responsibility and liability for the accuracy, availability, or completeness of the services or contact on the website. Paid2Bpopular will not be responsible or liable for any harm to your computer, laptop, desktop, or any computer system, loss of data, or other harm that results from your access to or use of the services or any content. Paid2Bpopular has no responsibility or liability for any content deleted or not stored or maintained by the services. We make no warranty that the services will be available at all times, uninterrupted, or an error-free basis. No information or advice obtained from Paid2Bpopular or the services will create any warranty or guarantee.


Limitation of Liability

Paid2Bpopular and its subsidiaries, directors, affiliates, officers, employees, agents, and partners will not be liable for any direct, indirect, incidental, special, consequential or punitive damages, including without limitation loss of profits, data, use or intangible losses resulting from your access to or use of our services. We are not liable for any conduct or content of any third party on the services including without limitation to offensive, illegal, or discriminatory content. We are not liable for any content obtained from the services that is altered or misused by third parties. Paid2BPopular is not responsible for the actions, content, or information of third parties, and you release and indemnify us, our subsidiaries, directors, affiliates, officers, employees, agents, and partners from any claims and damages arising out of or in any way connected with any claim you have against any such third parties.

The failure of Paid2Bpopular to enforce any right or provision of the Terms will not be deemed a waiver of such right or provision. In the event that any provision of these terms is held to be invalid or is unable to be enforced, the remaining provisions of the Terms will remain in full force and effect.

These Terms and any action related will be governed by the laws of the State of Florida without regard to or application of its conflict of law provisions in your state or country. All conflicts, claims, or legal proceeding or litigation arising in connection with the services will be brought solely in Palm Beach County, Florida. You consent to the jurisdiction of Palm Beach County, Florida in such courts and waive any objection as to inconvenient forum. If anyone brings a claim against us related to your account, actions, content, or information on Paid2Bpopular, you will indemnify and hold us harmless from and against all damages, losses, and expenses of any kind related to such claim (including legal fees and costs).


Users other than Individuals (Business, Charity, Political, etc)

A business, non-profit organization, Charity, or other commercial, political, bands, Celebrities, etc can promote themselves or their businesses by signing up as such. You may only administer a Paid2Bpopular account if you are an authorized representative of the subject. Contents under this type of account can only be posted under the “network setting” or “everyone setting”. You have no obligation to distribute your content to users. If you collect user information, the section named “Your rights and the Rights of Others” applies to you. You may not establish terms beyond those set forth in this statement to govern the posting of content by users but you may disclose the types of content you will remove from your page and grounds for which you may ban a user from accessing your page. You will restrict access to your page in order to comply with applicable laws.


Amendments

We may change the Statement and Terms if we provide you notice by posting the change on the Paid2Bpopular.com website. We will give you a minimum of a 3 days notice.


Terminate

If you violate the Statement and Terms or cause legal exposure for us, we can stop providing you any part or all of Paid2Bpopular. We will notify you via email or when you attempt to log in into your account. We may also disable your application at any time if you violate any provision of the Terms. You can terminate your membership at any time as there are no contracts. You understand that you are required to be an active member in order to continue being an Affiliate of Paid2Bpopular and receiving commissions for your recruits as the Affiliate opportunity is a benefit of the membership.


Definitions

1) By Paid2Bpopular we mean the features and services we make available online at our website www.Paid2bpopular.com
2) By “us”, “we”, “our” we mean Valutech Services LLC
3) By “content” we mean anything you post or submit on Paid2Bpopular
4) By “information” we mean facts about you
5) By “post” we mean make comments on Paid2Bpopular


Entire Agreement

These Terms and Statements make up the entire agreement between Paid2Bpopular (owned by Valutech Services LLC)and you regarding the Services and supersede any prior agreements. We may revise these Terms from time to time and the most current version will always be available at www.Paid2Bpopular.com/terms. If any portion of these Terms and Statements is unenforceable, the remaining portion will remain in full force and effect. All of our rights and obligations under this Statement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law.