Webtalk ‘SocialCPX’ Affiliate Agreement

This Independent Affiliate Agreement (this "Agreement") is made and entered into effective as of the 1st day of May, 2019, (the "Effective Date”) by and between Webtalk, Inc., ("Webtalk") a Delaware corporation ("we," "us," "our," etc.), and the Affiliate signing below ("Affiliate"), collectively, the "Parties".

In consideration of the mutual promises made herein and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

I. Services

Webtalk owns and operates the www.webtalk.co web site (our "Site"), on which we provide a service that enables users to manage all relationship types, personal and professional, in a universal networking and contact management platform. Affiliates have the opportunity to earn commissions by referring users to Webtalk who purchase Premium Subscription Packages and other Webtalk products/services offered to the referred users.

II. Definitions

a. “Affiliate” means a Webtalk user who has agreed to the terms of this affiliate Agreement using a digital signature and has completed their Webtalk profile to 100% using the provided ‘Completeness Meter’ located on every user’s Webtalk profile.

b. "Bonus Qualified Affiliate” means an affiliate who has referred a minimum of ONE (1) PRO customer who is actively paying for a monthly subscription, or who has paid for a year in advance and the year service is still active. ($20 - $40 per month, or pre-paid at an annual amount to be determined at that time).

c. "Premium Subscriber Customer" means any Webtalk member who has upgraded their free account to a paid PRO account to receive additional features and services.

d. "Limited-Time Commission Plan Bonus" means a bonus of additional compensation offerings paid through a multi-level commission plan (levels 2-5) for a limited-time only.

e. “Lifetime Commission Plan Bonus” means a bonus of additional compensation offerings paid through a multi-level commission plan (levels 2-5) for the life of the affiliate account.

f. "Webtalk PRO Premium Subscription Packages" means one of three service packages available to purchase a premium subscription (PRO, PRO Plus & PRO Platinum). Those packages range from $20-$40 per month or $200-$400 per year with prepayment discounts.

g. “SocialCPX Pre-Launch” means the time frame before the official launch, when commissions to affiliates begin to accrue. During this time, Webtalk is releasing and beta testing all features that the affiliate program depends on to work correctly.

h. “Estimated Commissions” are earnings that are payable to an affiliate after all qualifications are met within the required timeframe, after the official affiliate program launch, assuming no chargebacks.

III. SocialCPX Affiliate Program Pre-Launch

a. No commissions will be paid during the pre-launch of the SocialCPX affiliate program.

b. Eligible commissions payments will be tracked as “pending commissions” until the official SocialCPX launch.

c. Every affiliate will have 30 days from the official launch of the SocialCPX affiliate program to get qualified to earn commissions, pursuant to the terms of this agreement, to be eligible to collect any historical “pending commissions”. If the affiliate does not qualify during this 30-day period, pending commissions will be eliminated, and commissions will begin to accrue again once all required qualifications have been met.

d. Official affiliate qualification terms are also posted on the referral dashboard inside your Webtalk account.

IV. Compensation Plan (1-level)

a. Qualified Affiliates will receive a 10% commission, paid on a recurring basis when applicable, on purchases made by direct user referrals to Webtalk (level 1).

Subscription Commissions Per Sale (10% recurring):

· PRO Plus: $3/mo or $30/yr

· PRO Platinum: $4/mo or $40/yr

b. Affiliates will earn 10% commissions on all new revenue sources offered in the future, which are planned to include, but are not limited to; advertising, transaction fees and job services.

Disclaimer: Advertisements currently found on Webtalk are powered by Google AdSense. There are no services offered by AdSense to track how the revenue is generated by specific users, thereby making ads non-commissionable to Affiliates. Since this revenue source is also very nominal, Webtalk plans to replace Google AdSense ads in the near future with a self-service advertising platform where all users can purchase both ad space, and sponsored post ads, directly from Webtalk. Once a self-service advertising platform has been released, the revenue from ads can be tracked by user, and will award commissions in accordance with the compensation plan here within this agreement.

V. Limited-Time (5-level) Bonus Compensation Plan

I. Affiliates will receive a 10% commission, paid on a recurring basis when applicable, on purchases made by direct user referrals to Webtalk (level 1), 10% on the sales generated by the users they personally refer (level 2), and 10% on user referral levels 3, 4 and 5. This is the Affiliate’s “Referral Network” and there are no limits to the amount of referrals on any level.

A. 10% Commissions (direct referrals)

B. 10% Commissions (level 2 indirect referrals)

C. 10% Commissions (level 3 indirect referrals)

D. 10% Commissions (level 4 indirect referrals)

E. 10% Commissions (level 5 indirect referrals)

II. This Bonus offering will end upon 1 MILLION (1,000,000) Affiliates referring a minimum of ONE (1) PRO service customer (any PRO package with a minimum of 12-months of revenue collected from each customer, including annual pre-payments of the PRO service).

III. After the Bonus has ended, all Affiliates who have not qualified for the Lifetime Bonus Compensation Plan will revert to the standard Commission Plan (1 level).

IV. If the bonus period has ended, but an Affiliate has directly referred a PRO customer who hasn’t reached 12-months of consecutive billing, their bonus commission plan will stay in place until (1) they reach 12-months of consecutive billing and are awarded the 5-level commission plan for life (2) their PRO referral customer cancels their PRO account prior to reaching 12-months of consecutive billing, at which time the bonus will be deactivated if there are no other direct referral PRO account customers actively billing.

VI. Lifetime (5-level) Bonus Compensation Plan

a. Compensation terms of the LIFETIME Bonus Compensation Plan are the same the LIMITED-TIME Bonus Compensation Plan.

b. Affiliates are awarded the 5-level Bonus Compensation Plan FOR LIFE if they are one of the first 1 MILLION (1,000,000) Affiliates to refer a minimum of ONE (1) PRO service customer (any PRO package), who has (a) purchased an annual prepayment PRO subscription or (b) has purchased a PRO monthly subscription and has billed for 12-consecutive months.

c. all Affiliates will be provided a digital counter on their referral dashboard within Webtalk that informs them if they are qualified to earn the bonus for life, and if not, how many bonus awards remain before the bonus offer expires.

VII. Requirements

In order to be eligible as an Affiliate, each Affiliate must:

a. be 18 years old or older;

b. agree to the terms and conditions of this Agreement;

c. e-sign and submit this Agreement to Webtalk;

d. personally acquire one (1) PRO premium subscriber customer to earn commissions generated by indirect referrals (levels 2-5); and

e. upload a photocopy of a government-issued ID once the Affiliate reaches $600 in commissions. If Affiliate is a United States resident, Affiliate must also complete an IRS W-9 Form to continue receiving commissions.

VIII. Commission Payments

Commissions payments will begin with the official launch of the SocialCPX affiliate program. All commissions will then be accumulated until Affiliate reaches a gross amount of $100 USD to be eligible to withdraw commissions from their affiliate accounts. Affiliates will be paid monthly, one month in arrears, which will be no later than the last business day of the following month for the previous month’s earnings or withdraw requests.

Webtalk is planning to offer several ways for Affiliates to collect their commissions payments, with one or more of the options below being available at the official affiliate program launch.

a. Direct Deposit via Credit/Debit Card

b. Direct Deposit via Checking Account

c. Direct Deposit via Webtalk Prepaid Debit Mastercard

d. PayPal

e. Coinbase (paid as Bitcoin or Ether)

Your country may affect what payment options are available. Webtalk is not responsible for making payments if you are unable to receive payment via the options listed above. If payments are received in a currency other than USD, your credit or bank card issuer may apply a currency conversion rate or fees to your payment. Other payment methods may have up to a 6% deposit fee as applied by the payment service of choice. All fees will be displayed prior to choosing a payment method and will be deducted from the payment prior to the transfer. Webtalk is not responsible for these fees.

All commissions paid via a Webtalk Prepaid Debit MasterCard will first need the card mailed to the Affiliate after qualifying for the first commission deposit. The card will be pre-loaded with the first deposit upon delivery. There is a one-time $50 setup fee for the Webtalk Prepaid Debit MasterCard that will automatically be deducted from the first commission deposit(s).

If chargebacks are consistently an issue with Affiliate's direct referrals, Webtalk reserves the right to terminate Affiliate's account and seize any unpaid commissions.

If any Affiliate violates or refuses to take part in their responsibilities, or commits fraudulent activity against Webtalk, Webtalk reserves the right to withhold payment and take appropriate legal action to recover its damages. Webtalk reserves the right to recover all paid commissions in the event a fraudulent purchase (as determined solely by Webtalk) was made to acquire the commissions.

IX. Advertising & Anti-Spam

Affiliate shall safeguard and promote the reputation of Webtalk and its products and services. The marketing and promotion of Webtalk and Webtalk products and services shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical, or immoral conduct or practices.

Affiliate shall not advertise Webtalk products, services, and/or marketing plans except as specifically approved by Webtalk. Affiliate agrees to make no false or fraudulent representations about Webtalk or its products or services or compensation plan.

All Affiliate-produced advertising copy, direct mailing, radio, TV, newspaper, and display copy that promotes Webtalk or its products or services must be approved in writing before being disseminated, published, or displayed with the exception of blind ads where no reference is made to Webtalk or its products and services.

Affiliate agrees not to violate any Can-Spam laws and regulations, or any other laws, while promoting Webtalk, and also agrees to put forth good-faith efforts to not send any messages or email to any party not personally known or not send any unsolicited material with reference to Webtalk or any of its brands.

Affiliate agrees not to use any information obtained as an Affiliate of Webtalk for any inappropriate or unauthorized reasons or uses.

X. Disqualifications

a. If any Affiliate voluntarily deactivates their Affiliate or Webtalk account, or is temporarily deactivated for violating the terms of this agreement and any other agreement previously agreed upon with Webtalk, commissions eligibility will be revoked during period of deactivation and no commissions will be paid nor will become payable during the deactivation.

b. Other disqualification include, but are not limited to the following actions as mentioned throughout this agreement:

i. Account Violations (violating terms of use policy)

ii. Incomplete Profile (profile meter not at 100%)

iii. Multiple Accounts (only one personal account per person)

iv. Fake Accounts (not real people, or profile info/photo)

v. Misrepresentation (saying inaccurate/ false things about Webtalk)

vi. Intellectual Property Violations (using Webtalk's IP for individual profit)

vii. Spousal Referral PRO Upgrades (these sales will not qualify the referrer for any bonus or enhanced commission plan)

  1. Intellectual Property

Affiliate agrees that all content and materials available on our Site are protected by our or third parties' rights of publicity, copyright, trademarks, service marks, patents, trade secrets, and other proprietary rights and laws. Except for that information which is in the public domain or for which you have been given express written permission by us, Affiliate agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works of any materials or content available on our Site.

XII. Affiliate's Representations and Warranties

Affiliate represents and warrants as follows: (i) a breach hereof by Affiliate will result in willful forfeiture of commissions; (ii) Affiliate will not spam or send unsolicited email mentioning or promoting Webtalk; (iii) Affiliate is an individual or company in good standing in its jurisdiction and has the absolute right to enter into this Agreement and perform its obligations hereunder; (iv) Affiliate shall not purchase products or services solely for the purpose of qualifying for the payment of commissions, and further agrees that Affiliate shall not encourage others to do so; and (v) Affiliate shall comply with all applicable state and local statutes, laws, regulations and ordinances.

XIII. Disclaimers

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WEBTALK WILL IN NO EVENT BE LIABLE TO ANY AFFILIATE OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES THAT ARISE OUT OF THE USE OF OR ACCESS TO THE SITE (INCLUDING BUT NOT LIMITED TO LOST PROFITS OR COMMISSIONS, LOSS OF OPPORTUNITY, AND DAMAGES THAT MAY RESULT FROM INACCURACY, INCOMPLETENESS, INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE SITE), EVEN IF WEBTALK SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, WEBTALK SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO AFFILIATE OR ANYONE ELSE UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY, OR OTHER THEORY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO.

XIV. Termination

Webtalk reserves the right to terminate this Agreement for any reason or no reason. Termination notice will be provided via e-mail and will be effective immediately. All legitimate moneys due to Affiliate will be paid during the next monthly billing cycle. If Affiliate defrauds the system, then payment is revoked as determined solely by Webtalk. Any Affiliate found to be tampering with the internal systems of Webtalk, hacking, or in any way defrauding the system, will be immediately suspended and any payments will be withheld. Any breach of this Agreement, as determined by Webtalk, will result in termination of the Agreement and forfeiture of any illegitimate commissions earned.

XV. Indemnification

Affiliate irrevocably covenants, promises and agrees to indemnify and defend Webtalk and to hold Webtalk harmless from and against any and all losses, claims, expenses, suits, damages, costs, demands, or liabilities, arising from any and all claims and lawsuits arising in any way in connection with the Site, this Agreement, or any other act or omission of Affiliate.

For any legal action taken by any third party against Webtalk for actions of Affiliate that violate the Agreement, Affiliate accepts that Webtalk will work with the third party to divulge Affiliate's personal information. Affiliate also agrees that Webtalk is not liable for Affiliate's actions, and Affiliate will bear all costs (legal or otherwise) that Webtalk incurs if Webtalk is sued by any third party due to any act or omission of Affiliate.

XVI. General Provisions

Amendments. Webtalk reserves the right to modify or amend any conditions of this Agreement at any time. Amendment notices shall be sent to Affiliate by email, and Affiliate shall be responsible for complying with any changes to the Agreement within 10 calendar days from the date of notice. Failure of Affiliate to terminate the Agreement within those 10 calendar days will constitute acceptance of the changes.

Dispute Resolution. Affiliate agrees to settle any dispute under this Agreement under the laws of the State of Florida. Any litigation arising under this Agreement will be brought in the courts of competent jurisdiction located in Pinellas County, Florida. In the event of any dispute arising out of or related to the terms, conditions and performance of this Agreement, the prevailing party shall be entitled to collect its costs, including without limitation its reasonable attorneys’, paralegals’ fees, and all costs incurred, whether incurred pre-suit, in court-ordered mediation, at trial, on appeal or in bankruptcy or administrative proceedings.

Severability. If any provision of this Agreement shall be held or made invalid or unenforceable by a court decision, statute, rule, or otherwise, the remaining provisions of this Agreement shall not be affected thereby.

Waiver. Webtalk's failure to require strict compliance with respect to the terms and conditions of this Agreement shall not be construed as ongoing or as a waiver of its right to later enforce any term or condition hereof in the event of a subsequent default by Affiliate.

Relationship. The parties are and shall remain independent contractors and this Agreement shall not be construed to establish any fiduciary relationship or other relationship of partnership, joint venture, employment, franchise, or agency between them. Neither party shall have the authority to bind the other or incur obligations on the other's behalf without the other's prior written consent in each instance.

Assignment. Upon the death or incapacity of Affiliate, his or her rights, together with Affiliate responsibilities, shall pass to his or her successors in interest upon written application and approval by Webtalk. Affiliate may not assign, sell, or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. Webtalk may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you.

XVII. Security

International affiliates, outside the United States, agree that their personal information will be sent to the US Department of Defense antiterrorism database for screening.

XVIII. Taxation

All affiliates understand and agree that any compensation earned will be submitted to the US Internal Revenue Service for appropriate taxation requirements. US and US Territory Affiliates must complete a digital IRS W-9 form on, or prior to, earning $600 in commissions. Failure to do so will result in delayed payments of such commissions. Every affiliate who has earned more than $600 in a calendar year will be mailed an IRS 1099 form. Affiliates are responsible for paying any required income tax on such earnings.

Webtalk is not responsible for any foreign, U.S. federal, state, local, municipal, or other governmental taxes, duties, levies, fees, excises, or tariffs, owed by you arising as a result of or in connection with this Agreement. You must pay all applicable taxes or tariffs applied by any national, state, provincial, or local jurisdiction to which you are subject that arise from or are related to these terms.

IN WITNESS WHEREOF, Affiliate has agreed to and executed this Agreement with a digital signature as of the Effective Date.