THIS AGREEMENT is made BETWEEN


PROFITSH8RE LIMITED (Company No. 11017123), a company duly incorporated in England and Wales and having its registered office at Third Floor, 55 Gower Street, London, United Kingdom (hereinafter called "the Company”) of the first part AND the person, company, corporation or trust identified on the Online Application Form to which this Agreement is attached (hereinafter called "the Premium Member") of the second part


W H E R E A S:-


  1. Sh8pe Limited, a company duly incorporated in England and Wales (hereinafter called “Shape”), in its own right and together with its related entities, associates and affiliates, owns the right, title and interest including intellectual property, licences, agreements, software, hardware, packages and the like in relation to a “lifestyle” business offering various products including but not limited to travel packages, binary options trading, White Label Rewards’ Program (hereinafter called “WLRP”) for shopping with various merchants, forex and currency trading and the like, gaming (only in countries where gaming is permitted), online training and learning, lifestyle and other products and packages from time to time (hereinafter collectively called “the products”).


  2. Shape has, for a fee, granted a licence to the Company for the Company to use the word “Sh8pe” in all its marketing and for the Company to promote and sell the products acquired by Sh8pe through various parties as per the licences, agreements etc referred to in Recital A above.


  3. The Premium Member, by entering into this Agreement with the Company, and complying/completing the requirements as set out in the Compensation Plan, is able to earn compensation as outlined in the Compensation Plan and in the other documents provided by the Company from time to time, all of which documents form part of this Agreement and which the Premium Member is bound by to enable the Premium Member to operate his/her/its Sh8pe business.


IN CONSIDERATION of the mutual covenants and agreements hereinafter provided the parties hereto covenant and agree with each other as follows:-


  1. INTERPRETATION


    1. The provisions of this Agreement shall bind each of the parties hereto and their respective heirs, executors, administrators, successors and assigns.


    2. Unless otherwise required by or repugnant to the context, in this Agreement a reference in the singular shall include the plural and vice versa and a reference to any gender shall include all genders.


    3. The Application Form, this Agreement, the Compensation Plan, the Policies and Procedures (if any) and all other documents and Agreements including amended documents and amended Agreements, all form part of this Agreement, which documents were previously provided to the Premium Member and which are also contained in the “link” which is unique to the Premium Member.


    4. All reference to Premium Members, include Premium Account Members and means a person (who is at least 18 years of age or some other legal age as required in their country of residence), or entity approved and accepted by the Company who has created and credited their Sh8pe Premium Account, or has purchased products and services including packages as outlined in the Compensation Plan.


    5. A Customer means a person or entity approved and accepted by the Company who has created a Sh8pe account for free.


    6. A reference to the “Sh8pe Business” means the business operated by the Premium Member along with other Premium Members and others to sell goods and services to consumers being goods and services offered by the Company pursuant to a licence through Sh8pe as outlined in this Agreement, in the Compensation Plan and in all other documents produced from time to time by the Company.


    7. A reference to “Sh8pe” includes Sh8pe Limited and all its subsidiaries, associated companies, related entities, licensees and duly authorised agencies wherever the context permits.


    8. A reference to “the Company” includes Profitsh8re Limited and all its subsidiaries, associated companies, related entities, licensees and duly authorised agencies wherever the context permits.


  2. RETURNS/BENEFITS TO THE PREMIUM MEMBER


    1. The Premium Member HEREBY ACKNOWELDGES AND AGREES that all reference to income, earnings, remuneration and returns referred to in this Agreement and/or in the Compensation Plan and/or in any other document, material, pamphlet, brochure and the like produced by the Company utilising the name “Sh8pe”, are merely illustrations and examples of the potential income a Premium Member can make and that the Company does not provide any guarantees whatsoever as to what income, if any, a Premium Member will be able to make through the Sh8pe business. The Premium Member FURTHER ACKNOWELDGES AND AGREES that the remuneration the Premium Member receives or may receive, will be based on the Premium Member’s personal effort, commitment and time spent in building their respective Sh8pe business/es.


  3. OBLIGATIONS OF THE PREMIUM MEMBER


    1. The Premium Member hereby agrees to:-


      1. Attend to all aspects of developing/building, expanding and promoting his/her/its Sh8pe business using official material only (including marketing material), guidelines, policies and procedures and directions provided and approved by the Company from time to time.


      2. Be fully responsible for his/her/its Sh8pe Business including paying all fees, charges, taxes, levies, expenses of whatever kind required to be paid to the relevant Government Authorities and to others, registering the business with the relevant authorities if so required and fully complying with all the legal and other requirements in operating the business in the jurisdiction that the Premium Member resides in and conducts his/her/its business in.


      3. Ensure that proper records are kept of all transactions, correspondence and action in relation to the running and the general operation of the Premium Member’s Sh8pe business.


      4. Generally to do all such acts and things as may be necessary and required in operating the Premium Member’s Sh8pe business in the jurisdiction the Premium Member resides in including complying with all legal requirements to operate his/her/its Sh8pe business.


      5. Promptly notify the Company of any changes to the personal information provided to the Company after the completion of the online Application form including but not limited to changes in the home or business address provided to the Company, changes in bank account details, email address/es telephone number/s and any other relevant information required to be provided to the Company from time to time including information required by the Company and/or by the relevant Authorities by virtue of the country/place of residence of the Premium Member.


            1. Ensure that he/she/it does not attempt to represent the Company or Sh8pe in any way or make any representations about the Compensation Plan or business/business model or the amount of income/benefit a potential new Premium Member can derive from becoming a Premium Member.


            2. Not engage in any conduct or activity whatsoever that would adversely affect or damage the Company and/or Sh8pe and the business in general including not collecting or receiving funds from other potential Premium Members or Customers on behalf of the Company and/or Sh8pe.

              .

            3. Not use (without the prior written consent of the Company and/or Sh8pe), any logos, domains, trademarks, symbols, writings, documents, letterheads, style and colours, designs, slogans and any other material belonging to the Company and/or Sh8pe and/or belonging to any merchants included in the WLRP.


            4. Not organise events, seminars, training sessions, information sessions, workshops and the like without the prior written consent of the Company.


            5. Not create and use and distribute any brochures, pamphlets, media content, documents, videos, audios, flyers, advertising material, bulk emails, web content and any material whatsoever without the prior written consent of the Company.


            6. Immediately notify the Company of any breach of any terms and conditions of this Agreement by other Premium Members, Customers and others including immediately notify the Company of any act or thing that the Premium Member is aware of which adversely affects or could adversely affect or damage the Company, Sh8pe and the Company’s business generally.


            7. Not directly or indirectly, personally or otherwise work with or engage in directly or indirectly through a third party, in a business that offers similar products offered by the Company and/or Sh8pe and operates a similar business model or the same business model as the Company, without the prior written consent of the Company, excluding any business that the Premium Member was already involved with prior to entering into this Agreement with the Company.


            8. Not entice or recruit or attempt to recruit any persons and/or Premium Members into any other network marketing/multilevel marketing business.


            9. Comply with and abide by all Federal Laws, State Laws, Rules and Regulations, applicable to the Premium Member’s Sh8pe business in the jurisdiction the Premium Member resides in, including but not limited to complying with all tax laws and regulations, advertising and promotions, consumer protection laws, etc.


            10. Ensure that all official material used are the latest and the most up to date and correct version.


  4. NO LIAIBILITY


    1. The Premium Member hereby ACKNOWLEDGES AND AGREES that, to the fullest extent permitted by law, the Company, its directors, officers, contractors, suppliers, licensees and licensors, employees, agents, affiliates, officers, parents, subsidiaries, legal representatives and subcontractors shall not be liable for and responsible for any legal liability, loss (including economic, indirect and consequential loss eg but not limited to power failure, loss of internet, interruptions caused to the various sites owned and operated by the Company or by third parties, failure of merchants to fulfil product and service orders, etc), loss of anticipated profits or anticipated savings, loss of returns/profits or less return made by the Premium Member than anticipated or projected in the Compensation Plan, any document, pamphlet, material, promotion, or marketing material produced by the Company), damages, claim or proceeding or any other matter or thing whatsoever in respect of any loss or damage whatsoever or howsoever caused including to any property real or personal arising out of or in the course of the performance by the Company of its obligations under this Agreement together with all liability loss claims or proceedings whatsoever arising under any statute or at common law in respect of any loss or damage to the Premium Member howsoever arising out of or incidental to and associated with this Agreement including due to and in the course of the Company’s performance of the terms of this Agreement in the absence of any gross negligence or fraud on the part of the Company.


  5. NOTICES AND CORRESPONDENCE


    1. Any notice or correspondence required to be given by the Premium Member to the Company, will be done so by the Premium Member by email to the correct Department as advised by the Company from time to time.


    2. Any notice or correspondence required to be given by the Company to the Premium Member, will be done so by the Company by email to the Premium Member as per the email address provided by the Premium Member to the Company at the time of the online application made by the Premium Member, which email can be amended by written notification to the Company from time to time. The onus is on the Premium Member to notify the Company of any changes to the Premium Member’s physical address, email address and other details of the Premium Member.


    3. A notice or correspondence can also be sent by the Company:


      1. by delivering it to the physical address noted in the Premium Member’s online application as amended and notified to the Company by the Premium Member from time to time;


      2. by facsimile transmission as advised by the Premium Member to the Company from time to time.


  6. SEVERABILITY


    1. If any provisions of this Agreement or its application to any party or circumstance is unlawful, invalid or unenforceable for any reason the remainder of this Agreement shall not as a result be affected or invalidated. Where the provisions of any law rendering this or any part of this Agreement invalid or unenforceable are able to be waived they are hereby waived by the parties to the full extent allowed by that law and as far as may be necessary (but not to any greater extent) to enable this Agreement to be valid and binding on the parties according to its terms.


  7. GOVERNING LAW AND JURISDICTION


    1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation including non-contractual disputes or claims, is governed by and shall be construed in accordance with the law of England and Wales. The United Nations Convention on Contracts for the International Sale of Goods does not apply.


    2. Each party irrevocably submits to the non-exclusive jurisdiction of the Courts of England and Wales. Where any legal proceedings are brought in England and Wales, each party irrevocably waives any objection to the venue on the basis that the proceedings have been brought in an inconvenient forum.


  8. RATIFICATION AND RE-EXECUTION


    1. A party to this Agreement who may have defectively executed this Agreement may re-execute or ratify its purported execution of this Agreement and that re-execution or ratification will relate back to the date of the original purported execution of this Agreement by that party.


  9. FURTHER ASSURANCES


    1. Each of the parties to this Agreement undertakes upon request by any other party to this Agreement to execute all documents and instruments and do all acts and things necessary or appropriate to give full and complete effect to the transactions contemplated by this Agreement and to the terms of this Agreement.


  10. STATUTORY PROVISIONS


    1. Unless application is mandatory any statute, ordinance, proclamation, regulation or moratorium present or future will not apply to this Agreement so as to limit, extinguish, impair, diminish, fetter, delay or otherwise prejudicially affect any rights, powers, remedies or discretions given or accruing to any party under this Agreement.


  11. WAIVER


    1. No waiver by any party or any provision of or right of that party under this Agreement or of any breach of or default under this Agreement will be effective unless it is in writing and signed by the party giving the waiver. Any waiver is effective only to the extent to which it is expressly made or given. No failure to exercise and no delay in exercising any right, power or remedy under this Agreement by any party shall operate as a waiver by that party of any of its rights nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise of that or any other right, power or remedy. Any rights, powers or remedies provided to a party under this Agreement are cumulative and are not exclusive of any rights, powers or remedies otherwise provided by law. No custom or practice of the parties at variance with the terms of this Agreement shall constitute a waiver of a party's right to demand strict and exact compliance with the terms of this Agreement.


  12. NO ASSUMPTION OF PARTNERSHIP, AGENCY ETC


    1. All acts and things done by the Premium Member in relation to the Premium Member’s the Company business with a view to generally expanding the business and income for the Premium Member, are to be strictly in accordance with the official documents, materials, videos, guidelines, directions of the Company.


      The Premium Member hereby Acknowledges and Agrees that nothing in this Agreement shall constitute a partnership between the parties, nor constitute one the agent of the other, nor constitute an employer/employee relationship between the parties and that at all the times the Premium Member shall operate as an independent business owner/operator and be fully responsible for all aspects of his/her/its business including paying all expenses, taxes, fees and charges levied by all relevant Government and other bodies in relation to the Premium Member’s business.


      The Premium Member hereby Acknowledges and Agrees not to hold himself/herself/itself out as an agent, employee, shareholder, worker, servant, partner, associate and the like of the Company and is prohibited from signing any agreements, contracts or documents on behalf of the Company or and shall at all times remain an independent business owner/operator.


  13. ACKNOWLEDGEMENTS BY THE PREMIUM MEMBER AND/OR CUSTOMER


    1. Notwithstanding anything to the contrary contained herein and in any other document forming part of this Agreement, the Premium Member/Customer ACKNOWLEDGES AND AGREES as follows:


      1. That the Premium Member/Customer is bound by the terms and conditions of trade as outlined by each merchant included in the WLRP and by the terms and conditions stipulated by each and every Affiliate or third party that has entered into an Agreement with Sh8pe (hereinafter collectively called “third parties”), which third parties offer product and services to Sh8pe with Sh8pe in turn granting a licence to the Company whereby the Company in turn can offer those products and services to the Premium Member/Customer, and that the Company bears no responsibility or liability whatsoever to the Premium Member or to the Customer in the event of any loss or damage of any kind whatsoever accruing to the Premium Member/Customer as a result of any act, action, failure to act, breach of the terms and conditions etc, by any of the aforesaid third parties that Sh8pe has an Affiliation, Licence or Agreement with (which third parties in turn provide goods and services through Sh8pe to the Company with the Company in turn providing the goods and services to the Premium Member), including but not limited to any loss or damage whatsoever to the Premium Member/Customer due to removal or replacement of merchants in the WLRP by Sh8pe and/or the removal and replacement of third parties and products and services provided by third parties to Sh8pe in its entire discretion.


      2. That the Premium Member/Customer shall be liable for and shall indemnify the Company against all legal liability, loss (including loss of profit or less profit made than anticipated or projected), claim or proceeding or any other matter or thing whatsoever in respect of any loss or damage whatsoever or howsoever caused including to any property real or personal arising out of or in the course of the performance by the third parties (including breach by the merchants in the WLRP included in the Agreement between Sh8pe and the Company), of their respective obligations to the Premium Member/Customer pursuant to the terms and conditions of trade entered into between the merchants and the Premium Member/Customer together with all liability loss claims (including failure by the third parties to provide goods and services), or proceedings whatsoever and howsoever arising under any statute or at common law or in tort, in respect of any loss or damage to any person whomsoever arising out of or in the course of the performance by third parties under their respective terms and conditions/terms of trade with the Premium Member/Customer who has entered into this Agreement with the Company.


      3. If a Premium Member introduces another Premium Member to the business whereby the New Premium Member (hereinafter called “NPM”), credits his/her/its account or buys a package, the NPM cannot change his/her/its position for a period of at least 6 months from the date of crediting his/her/its account or from the date of purchase of a package. The NPM can elect to have his/her/its position changed at the expiration of 6 months as aforesaid only with the prior written consent of the Premium Member that originally introduced the NPM into the Sh8pe business and further on the condition that all other Premium Members introduced by the


        NPM cannot change their original positions.


      4. That as part of the online Application process and on an ongoing basis the Company will collect personal data pertaining to the Premium Member, NPM and Customer including but not limited to physical addresses, email addresses, telephone numbers, buying patterns and habits etc (hereinafter collectively called “data”), which data the Company can utilise for general marketing purposes only including offering the Premium Member/Customer other products and services, subject to the rights in the jurisdiction the Premium Member/Customer resides in, to unsubscribe or to otherwise withdraw from receiving such offers of goods and services including notifying the Company in writing to cease making such offers.


      5. That from time to time the Company will amend these terms and conditions for various reasons including changes required to comply with the requirements of any laws or amendment to the laws of a specific country or jurisdiction or changes made to improve the business for the mutual benefit of all parties, or changes that are considered necessary in light of additional operational costs incurred by the Company, and the Premium Member hereby agrees to accept all such changes and not make any objections to any such changes notified in writing by the Company, providing that no such changes or amendments shall operate retrospectively unless the same is required to be done by law in any given jurisdiction.


      6. That the Company shall not be responsible for acts beyond its control, including but, not limited to fire, flood, earthquake, storms, power outages affecting the Premium member’s access to the internet and power generally, technical and electronic errors or disruptions, labor difficulty, equipment failure, issues, failures and errors with any applications or platforms provided by the Company and/or Sh8pe and/or the Company’s and/or Sh8pe’s Affiliates, supplier problems, tracking failures and consequent loss of data, malfunctions, non-availability or breakdown of the mobile phone network or terminals or other difficulties or issues or errors that might prevent, adversely affect or hinder performance under this Agreement by the Company.


      7. That in the case of shopping by the Premium Member through WLRP, the benefits (referred to as “BV” in the Compensation Plan) will only accrue to the Premium Member pursuant to the Compensation Plan after the purchase has been paid in full and the cancellation/refund policy period has expired.


      8. That any information or advice provided by the Company or by any of its representatives, agents, employees, or agents, or by any Member, whether oral or written, will not create any representation, warranty, or condition, or vary or amend this Agreement, and the Premium Member may not rely on any such advice or information, unless such information is in writing and is expressly listed as an amendment of this Agreement.


  14. COVENANTS BY THE COMPANY


    1. The Company ACKNOWLEDGES AND AGREES as follows:


      1. To provide an online “back office” to each Premium Member at no charge to the Premium Member for basic services only on condition that the Premium Member shall forthwith notify the Company of any unauthorised access or improper use or access to the services provided by the Company to the Premium Member.


      2. To provide to the Premium Member all material required from time to time to assist the Premium Member to build his/her/its Sh8pe business including but not limited to videos, audio links, training modules and other material, documents, power points, slides and other tools of trade from time to time.


  15. TERMINATION BY THE PREMIUM MEMBER


    1. The Premium Member may terminate this Agreement at any time by giving at least fourteen (14) days written notice to the Company. At the expiration of the notice period, the Premium Member shall no longer have any rights or claims whatsoever against the Company in the absence of any fraudulent acts by the Company.


  16. DEFAULT BY THE PREMIUM MEMBER

    1. If the Premium Member commits a breach of an essential term of this Agreement and the Company considers


      that damages may be an inadequate remedy then the Company may give to the Premium Member a written notice (hereinafter referred to as the "default notice") requiring the Premium Member to remedy the breach. In the event that the Premium Member fails to remedy the breach within a reasonable period from the date of receipt of such notice then the Company shall be at liberty to give to the Premium Member a written show cause notice (hereinafter referred to as the "show cause notice"). The onus shall thereupon be upon the Premium Member to show cause to the Company a reasonable cause within a period of three (3) days (or earlier depending on the seriousness of the breach) from the date of receipt of such notice as to why the Company should not exercise a right of termination of the Agreement.


  17. TERMINATION BY THE COMPANY


    1. In the event that the Company in its reasonable discretion forms the view that that the Premium Member has failed to show a reasonable cause as to why this Agreement should not be terminated, this Agreement shall immediately be terminated by the Company giving written notice of the same to the Premium Member. In the event there is loss and damage caused to the Company as a result of the breach under the terms and conditions of this Agreement by the Premium Member, the loss and damage shall be off set against any moneys owing by the Company to the Premium Member under this Agreement including under the Compensation Plan, Provided Always that any payment made by the Company to the Premium Member upon termination shall not be construed as any waiver of any antecedent breach or the rights of the parties arising out of this Agreement.


    2. Notwithstanding anything to the contrary contained in this Agreement, in the event the Company forms the view, acting reasonably, that the breach by the Premium Member has caused or is likely to cause considerable loss and damage to the Company and to the business in general, the Company may terminate this Agreement with immediate effect.


    3. In the event of breach by the Premium Member under this Agreement, the Premium Member will be liable to the Company for all loss and damage suffered by the Company including but not limited to all legal costs and disbursements and expenses associated with and incidental to the same.


    4. Upon termination of this Agreement, the Premium Member shall forthwith return all marketing and other material, documents and the like belonging to the Company and shall forthwith cease utilising any documents, marketing material websites, the name “Sh8pe”, links and all other material belonging to the Company.


  18. TRANSFER/SALE OF BUSINESS ETC


    1. The Premium Member shall not assign, sell or transfer this Agreement or the rights and obligations arising from this Agreement to third parties or otherwise transfer their Sh8pe business without the prior written consent of the Company. In the event of the death of the Premium Member, upon receipt of a certified copy of the death certificate of the Premium Member by the Company and upon compliance with all applicable local laws in the jurisdiction where the Premium Member resided, the Company hereby agrees to transfer all the rights, titles and interest of the deceased Premium Member’s Sh8pe business to the named beneficiaries.


  19. CONFIDENTIALITY


    1. The Premium Member hereby agrees to take all steps necessary to ensure that all business and trade documents, material, business secrets, acquired or entrusted to the Premium Member during the term of this Agreement is kept strictly confidential and that the Premium Member will continue to maintain strict confidentiality even after the termination of this Agreement.


      19.2. The Premium Member is not precluded from disclosing any confidential information referred to in this Clause 19.1 to any third parties, but only to the extent that such disclosure is necessary for the purposes of the Premium Member’s Sh8pe business under this Agreement.


  20. GENERAL PROVISIONS


    1. The Company reserves the right to transfer/assign/sell all its rights, interest and benefits under this Agreement.