AFFILIATE MEMBERSHIP AGREEMENT

Created by:

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+SYRONA Health Org. (a subgroup and/or brand, and private property of LifeShield Health Co., which is an unincorporated non-profit association, which manages and is affiliated with associations, limited liability companies, integrated auxiliaries, assemblies, and fellowships under Divine Jurisdiction, in the private):

 

Receiving Correspondence at:

 

info@syrona.org

 

and

 

501 Union St, Ste 400

Nashville, Tennessee [37219]

 

(Office not open to public)

 

 

 

 

Prepared for:

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​All those seeking Affiliate Membership and/or official marketing & promotion rights with +SYRONA, which is a LifeShield Health Co. brand.

 

THIS AFFILIATE MEMBERSHIP AGREEMENT (“Agreement”) becomes effective as of the date on which the prospective individual (seeking to become an “Affiliate Member”) applies for Affiliate Membership, as well as marketing & representation rights with +SYRONA, and submits (acceptance of and enters into this Agreement) this agreement, whether online as a digital signature and acceptance, or on tangible paper.  This Agreement is made by and between +SYRONA and LifeShield Health Co., and the individual listed in this agreement as the Affiliate Member (“AM”)*

 

*An Affiliate Member is defined as one who is approved to market and promote the +SYRONA brand in exchange for **revenue sharing (which is defined below), as a Member of the +SYRONA Private Member Association (“PMA”).  (One may apply to become an AM as an existing member in the PMA, or as an outsider, simultaneously seeking membership in the PMA and official AM status.  One must be a member of the PMA, in good standing, in order to be granted and/or maintain the official status of AM.)

 

** “Revenue Sharing” is defined as the shared revenue with AM’s from orders placed by other AM’s or Members in the PMA.

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THIS AGREEMENT IS BETWEEN:

 

+SYRONA HEALTH ORG., which is a subgroup and/or brand, and private property of LifeShield Health Co., which is a non-profit unincorporated association, which manages and is affiliated with associations, limited liability companies, integrated auxiliaries, assemblies, and fellowships under Divine Jurisdiction, in the private, which receives correspondence at 501 Union St, Ste 400, Nashville, Tennessee [37219] and info@syrona.org (“Company”), and 

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____________________________, with an address located at __________________________________________ (“Affiliate Member").

Preamble

 

Company creates, and offers to its members, certain benefits, products, and services (“Ameliorates") listed in Section 1.b below.  The AM desires to be granted the official right to market and promote the Ameliorates of the Company, in exchange for revenue sharing, in the territories or geographic areas as defined in Section 1.b (the "Territory"). Company desires to appoint the AM as a non-exclusive marketer and/or promoter of the Ameliorates in the Territory, and the AM desires such appointment, subject to the terms and conditions set forth in this Agreement, including any addendums, exhibits, or schedules attached hereto, as well as all policies, and terms and conditions stated on official Company websites.  Company reserves the right to amend this Agreement at any time (usually in the form of an addendum), upon written notice to the AM. The AM will have thirty (30) days to accept or reject any amendments to this agreement.  Lack of response within the thirty (30) day window will result in automatic acceptance of the amended agreement. Rejection of any amendment made to this agreement by Company may result in the immediate termination of the appointment and/or membership of the AM.  Company does not wish to arbitrarily force any negative or unfavorable change on any of its Members or AM’s (as our goal is to always grow and help others grow), however, from time to time, updates and/or amendments to this Agreement may be necessary in order to adjust factors outside of Company’s control; especially factors which would threaten the health and continued existence of Company. Each AM is granted the protections of a Bill of Rights (listed herein as an exhibit) and is entitled to be heard in an official capacity with Company, in the private, for any issues, concerns, disputes, or controversies that may arise.  Nothing in this Agreement will ever be considered or construed to be invalid, unbinding, or ineffectual, in the event that it may be found (at some point) that any portion of this Agreement is found to contain errors, such as, but not limited to grammatical errors, typos, misspellings, etc.; and no individual portion of this Agreement shall be held to invalidate or nullify the Agreement in its entirety, nor any other portion of this Agreement, in the event that it may be found to be unlawful, wanting, erroneous, or contradictory, or lacking in any way concerning Natural Law, Divine Jurisdiction (defined in Section 12.b of this Agreement, and also in exhibits of this Agreement, and more extensively in various places on official Company websites), or if it is found to not be in alignment with Natural Law, Divine Jurisdiction, or the policies, and terms and conditions of the PMA or Company, or what has been mutually agreed upon collectively in our Bill of Rights, by the PMA, Company, and its Members.  No argument will be held as valid which attempts to invalidate any portion of this Agreement based on any typos that may be found later, or on punctuation, linguistic or literary/writing style, font type, capitalization of certain letters (or no capitalization), bold type, italic type, underlined (or not underlined), etc.  The words in this Agreement will never be construed to fall under the definitions of any legalese or any type of language used by attorneys, lawyers, judges, courts, etc.  Any reference to this Agreement must be done using the definitions of all words (“Glossary”) herein, as held and used by the PMA and Company.  A copy of the Glossary used in and for this Agreement can be requested by submitting an official request for said Glossary by anyone at any time.

 

All Parties entering into this Agreement agree to be bound by it in its entirety and to uphold this Agreement, Natural Law, and Divine Jurisdiction, in the private, rather than to any public system or national (or international) man-made system of law or jurisdiction.  It is the Constitutionally protected, natural, and unalienable right that all natural persons (“flesh and bone” / “men and women”) may choose the form of law which governs their private agreements, and the officers, agents, and/or representatives of any other nation, church, or government, have no right to interfere with the affairs of the Parties of said private agreements in any way.  No officers, agents, and/or representatives of any other nation, church, or government will ever have any legal or lawful authority of any kind, and no standing, regarding any matters related to this private Agreement made cognizantly and mutually by full and complete consent of any and all Parties involved in this Agreement.  Anyone attempting to violate the rights of any of the Members of the PMA, Company, or anyone involved in this Agreement, especially using color of law, will be met with swift, maximum lawful recourse and full restitution (see 18 U.S. Code § 242 - Deprivation of rights under color of law).

 

The Spirit of the Law of this Agreement (which is Natural Law; see Exhibit C of this Agreement) will always be held supreme, over any “Positive Law” or “letter of the law” opinions or rulings (outside of this Agreement), in all circumstances surrounding this Agreement; and this agreement will always remain in alignment with Natural Law and Divine Jurisdiction.  Every single aspect and written word of the policies, and terms and conditions of the PMA and Company (which are stated on the main Company website: syrona.org) are considered to an inseparable and intimate part of this Agreement.

 

The PMA and Company have not been formed in nor under the jurisdiction of any of the following forms of law and/or tradition, this agreement is not formed in nor under the jurisdictions of the following forms of law and/or tradition, and the following forms of law and/or tradition shall never have any jurisdiction over this Agreement, the PMA, Company, or any of its Members regarding anything related to this Agreement in any way:

 

    (i) Legal precedent set by/in the courts (or tribunals) of law of various nations, churches, or governments (including, but not limited to the governments of the several United States of America or the United States federal government)

    (ii) UCC (Universal Commercial Code) or Admiralty/Maritime Law, or any Administrative, Corporate, or Military laws, codes, regulations, doctrines, mandates, by-laws, statutes, et al.

By entering into this Agreement, all Parties agree to be bound by these principles and all tenets herein.

 

Note for the Executive, Judicial, and Legislative branches of government (and their agents, agencies, representatives, etc.): The Contract Clause of the Constitution for the United States of America forbids any State of the Union from interfering with private contracts and agreements, as long as they do not harm, damage, or violate anyone’s unalienable rights, and said contracts and agreements are entered into lawfully, with all of the vital elements of a valid and lawful contract/agreement (Offer, Acceptance, Awareness, Consideration, Capacity, and it contains no unlawful provisions or aspects of any kind).  The Ninth (9th) Amendment to the Constitution for the United States of America states that “The enumeration in the Constitution, of certain rights, shall not be construed to deny or disparage others retained by the people.”  It is widely known and accepted that the Ninth (9th) Amendment was James Madison’s attempt to ensure that the Bill of Rights was not seen as granting to the people of the United States of America only the specific rights it addressed, one of which is most certainly the right to private contracts/agreements free from State or government intervention.  The Tenth (10th) Amendment to the Constitution for the United States of America states that “the powers not delegated to the United States by the Constitution, nor prohibited by it to the States, are reserved to the States respectively, or to the people.”  Therefore, seeing as how the Contract Clause prevents any State from interfering with valid private contracts/agreements, and the Ninth (9th) and Tenth (10th) Amendment both prevent the Federal Government from interfering with valid private contracts/agreements, the PMA (and all of its Members) and Company honorably declare its right to operate with and fully and completely execute this Agreement in the private, without any interference or overreach by any form of government.  Any attempt by any form of government, or its agencies, agents, representatives, et al, to violate the rights of Company and the Members of this PMA, will be met with swift, maximum lawful action, and all persons involved (whether natural or legal fiction), will be held accountable on a personal level.  No immunities shall hold any weight or merit to arbitrarily protect those who violate the rights of Company and the Members of this PMA.  Everyone is fully responsible and liable for their own actions.  No exceptions.  Any agent, agency, or representative (et al) of any government may attempt to communicate with us, but only by means of the certified delivery of a sworn affidavit under penalty of perjury, and only if said agent, agency, or representative (et al) has sworn a valid and binding oath to completely uphold the Constitution for the United States of America at all times and in all circumstances.  All other actions and communications will automatically be considered null and void.  The PMA and Company always act in honor and transparency and we expect the same of our fellow man and woman (as well as any entity being represented by them).  Any attempt to act otherwise is most certainly an act of deceit, attempted theft, war, extortion, coercion, etc., and Company and the PMA will not tolerate such unlawful, or disgusting, and infantile behavior.

 

Supremacy Clause: If necessary, Company reserves the right (at its careful discretion) to raise issues of tort, injury, harm, damage, libel and/or slander, trespass, or violation of any unalienable rights, and/or violation of any portions of this Agreement in a public court if the AM refuses to remain in alignment with and fulfill its duties and agreements here, and/or the AM refuses to honor the private arbitration rules set forth in this Agreement (in Section 12), and/or refuses to remain in honor to this Agreement under Divine Jurisdiction.  This exceptional right of Company to raise said specific issues in a public court, can override the statements made in any other portion of this Agreement.  This exception will never be used lightly nor in a cavalier manner.

 

Therefore, in consideration of the foregoing, and of the mutual benefit contained herein, the Parties, intending to be ethically and lawfully bound, and the AM personally guaranteeing their performance, in alignment with, and in full accordance with this Agreement; this Agreement is fully acknowledged and accepted by the Parties as follows:

 

 

 

Agreement of the Parties

 

 

1. Appointment, Acceptance & Scope

 

 

a. Non-Exclusive Appointment. Subject to the terms and conditions of this Affiliate Member Agreement, Company hereby appoints and grants the AM the non-exclusive right to market and promote the Ameliorates* to persons (natural persons, corporations, limited liability companies, organizations, et al) located in the Territory (the “Patrons”), for Company, as set forth herein. The AM shall limit its activities with respect to the Ameliorates to Patrons located within the Territory, and refrain from selling or otherwise transferring, directly or indirectly, the Ameliorates to any person outside the Territory, without the express written consent of Company.  AM shall not sell, attempt to sell, or otherwise supply, directly or indirectly, the Ameliorates in the Territory except by official ordering through official Company provided avenues, such as official Company provided AM websites and approved marketing materials.  The AM may, in reasonable quantities (not to exceed 20% of the AM’s Ameliorates Volume, in any calendar month on the Gregorian Standard Calendar), order Ameliorates (such as the +SYRONA nutraceutical supplements) in bulk for use of promotion and re-sale at events, and/or gatherings, as well as for use of promotion and re-sale to professional persons or companies (i.e. health practitioners, beauty salons, etc.).  However, none of the Company Ameliorates (namely the +SYRONA nutraceutical supplements) can ever be displayed or resold in a retail capacity, such as in an online store of any kind (i.e. Ebay, Amazon, etc.), or in a physical store, salon, or studio, without the express written consent of Company. 

 

*An Ameliorate is defined as any of the beneficial offerings of the +SYRONA brand, the PMA, and Company. These Ameliorates consist of, but are not necessarily limited to: Membership in the PMA and access to its benefits, courses, events, et al; physical/tangible products, items, nutraceuticals, etc.

 

 

b. Territory. The rights granted to the AM hereunder are granted for the following geographical areas and markets:

 

    (i) Geographical Areas. The AM is permitted to recruit and promote the Ameliorates of +SYRONA, the PMA, and Company in any geographical area on the Earth.  The AM accepts full responsibility and liability in recruiting and promoting in any geographical area and agrees to hold Company and the PMA harmless in all circumstances arising from their own recruiting and promotion efforts.

 

    (ii) Markets. The AM is permitted to promote all Ameliorates created and offered by the PMA and/or Company on the official Company websites, and the AM may market and promote hereunder as follows:

 

c. Subagents. The AM may appoint sub-agents, sub-distributors, sub-representatives or other persons to act on the AM's behalf or to otherwise perform any of the AM's obligations under this Agreement within the Territory; provided that (i) any compensation to such sub-agent, sub-distributor, sub-representative or other person to act on the AM's behalf or to otherwise perform any of the AM's obligations shall be solely the AM's responsibility, and (ii) such appointment does not deprive the PMA and/or Company of the essential rights to which it is entitled under this Agreement. Any agreement with such sub-agent, sub-distributor, sub-representative or other person shall not extend beyond the term of this Agreement.

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d. Relationship of Parties. The AM is a Member of the PMA and an independent contractor; the AM is not and shall not be deemed to be an employee, legal representative, dealer, general agent, joint venturer or partner of the PMA and/or Company for any purpose. The AM acknowledges that the PMA and/or Company has not granted it any authority to make changes to any of the PMA and/or Company’s policies, terms and conditions, grant any warranties in excess of those extended by the PMA or Company, or limit its liabilities or remedies less than the PMA and/or Company limits its liabilities and remedies; the AM is not authorized to sign quotations, incur obligations (expressed or implied), or in general enter into contracts on behalf of the PMA or Company, nor to bind the PMA or Company in any transaction with Patrons, governmental agencies, or third parties, or persons of any kind.

 

 

 

2. Orders, Prices, Terms of Sales & Payments

 

 

a. Communications Pursuant to this Affiliate Member Agreement and Orders. All orders shall be placed or made with Company, through official Company provided websites. If there are any issues with placing orders on any official Company websites at any time, the AM may opt to order via phone or email, with realistic and practical expectations for each. Company understands that its timely acceptance of orders from the AM hereunder is an important element of this Agreement. Company shall have three (3) business days after its receipt to accept (or reject) any order submitted by the AM, for any reason it sees fit. Should Company fail to timely accept or reject an order from the AM, in accordance with this Section, such order shall be deemed accepted and shall become binding on Company. All orders shall be fulfilled (packaged and sent to the appropriate courier service) by Company within five (5) business days of order acceptance, unless there is a fulfillment center shortage of any kind, or a “back-order” situation at the time any order is placed, which would prevent Company from fulfilling said order(s).

 

b. Prices and Shipment. Company agrees to offer Ameliorates (as described on its official websites), and the AM agrees to market and promote said Ameliorates in accordance with the Prices set forth on Company’s official websites. Prices are always subject to change at company discretion, and Prices shall only be subject to increase when deemed absolutely necessary. Any such change shall not apply for any order(s) accepted prior to the effective date of the increase. 

 

c. Company shall package any physical products for shipment in accordance with its own policies and to meet the usual standards of shipping. All shipments of any physical products ordered from official Company websites, for AM’s and/or Patrons, and any freight and shipping costs related thereto, will be Company's responsibility. All shipments will be made from Company’s officially designated fulfillment centers, currently based within the continental United States of America. If the AM orders any physical products for their own personal use or for promotional purposes, the AM or Patrons will promptly inspect the products upon receipt at AM's or Patron’s shipping address to determine whether any products included in the shipment are in short supply, defective, or otherwise not in conformance with this Agreement. Within two (2) days of receipt of such physical products, the AM or Patron will notify Company of any shortages, defects, or damage, and Company will promptly replace such products free of charge, as long as clear pictures of the package and products are taken and sent to Company along with the notice of shortage, defect, or damage, as pictures are necessary in order to process claims with various parties for these matters. Title to any and all products shall pass to the courier (as a steward) upon pick-up from Company’s fulfillment center(s), and will then pass to the AM and/or Patron upon delivery by the courier. 

 

d. Terms of Sale. All sales by Company shall be in accordance with the policies, and terms and conditions of this Agreement, as well as all policies, and terms and conditions listed on all official Company websites.  It is the AM’s responsibility (as well as the Patron’s responsibility) to regularly check for updates, amendments, or addendums to this agreement and all policies, and terms and conditions of the PMA and Company.

 

e. Payment. All payments made on official Company websites (by anyone) are processed by third party payment processors, banks, etc., which the Company has no control over and no access to any Patron or AM information, except for what information appears on the order form, such as names, addresses, and phone numbers.  All financial information is collected and stored solely by third parties.  Company does not have access to nor does it store any financial information entered on any official Company website for the purposes of placing orders. In the event that a third party financial institution places a hold on any amount of funds, at any time, for any reason, orders and revenue sharing for those orders may be paused. Company will issue refunds (when possible) to Patrons or AM’s upon request for any funds which are arbitrarily held up by any of its payment processing providers, if those funds are not released by the payment processing provider within five (5) business days.  Orders may be re-entered and processed again after such refunds are issued, as Company will always do everything in its power to work around arbitrary fund withholding by third party financial institutions.  The AM understands and acknowledges that, while this is a rare occurrence in the world of online, debit, and credit card processing, financial institutions will at times, at their own discretion (and oftentimes without warning), place a temporary hold on funds for any number of orders or for an entire company or website account.  Company has employed the use of multiple payment processing companies and websites as a bulwark against these occurrences, but even by so doing, not all disruptions or hold-ups are always possible to avoid.

 

f. Resale of physical products. AM shall be free to resell the Ameliorates which are classifieds as physical or tangible products for such prices and upon such terms and conditions as the AM may see fit in its sole discretion, but no more than 20% of an AM’s total group volume (also known as “Ameliorate Volume” or “AV”) may come from reselling physical or tangible Company products. Company shall have no control over nor any liability to or in connection with the price at which the AM resells any physical or tangible products, and the AM shall hold Company harmless and indemnify and defend Company from and against any liability resulting therefrom.  As Company does not itself operate in commerce or sell any of its physical or tangible products (see official Company website for full explanation: syrona.org), the AM will accept sole and full responsibility for any tax liabilities created in the resale of any of the Company’s physical or tangible products. The AM is contractually obligated, under the policies, and terms and conditions of Company and this Agreement, as an independent contractor and a Member of the PMA, to market and promote the Ameliorates of Company, but no physical or tangible products are ever sold by Company to the AM or any Patron or Member of the PMA, nor are any physical or tangible products ever sold to the public by Company; therefore, it should be understood that the AM is contracted and treated solely as a Member of the PMA and a service provider for Company only. Company does not engage in commerce of any kind.  All services offered are deemed to be ministerial services (under Divine Jurisdiction), which are listed with a United States Dollar (“USD” or “$”) offering amount needed to be collected from Members to complete the services, based on operating and material costs (charged by others), which the PMA and Company absorbs.  All products come free with each Membership package listed on the official Company websites.  Products are never sold by the PMA or Company. The PMA and Company do not operate in nor engage in commerce of any kind.*

 

*See official Company websites for full explanation of how it offers Ameliorates as the beneficial offerings (under ministerial duty and Divine Jurisdiction) of the +SYRONA brand, the PMA, and Company.

 

 

 

3. Representations  

 

 

The AM and Company, as applicable, make the following representations, warranties and covenants: 

 

a. The AM is either a natural person (“flesh and bone” man or woman) or a lawful entity duly organized, validly existing, and in good standing (in the nation or jurisdiction of its origin), or under Divine Jurisdiction and/or in the private, and is qualified to promote the Ameliorates, and is in good standing with the PMA and Company, and is and will remain in compliance with all applicable laws and ethics in the conduct of its actions and claims, marketing and promotion of the Ameliorates, and specifically, in its promotion, and re-sale of the physical or tangible products and provisions of any services hereunder.

 

b. Company is a non-profit unincorporated association, and it manages and is affiliated with associations, limited liability companies, integrated auxiliaries, assemblies, and fellowships under Divine Jurisdiction, in the private., duly organized, validly existing and in good standing in all pertinent jurisdictions, and is and will remain in compliance with all applicable laws and ethics in the conduct of its actions and claims, and marketing and promotion of Ameliorates. 

 

c. Company warrants and represents that the Ameliorates will be free from defects in design, materials and workmanship, and conform with any specifications provided.

 

d. Company has all rights, power, and authority to enter into this Agreement,

 

e. Company's execution of this Affiliate Member Agreement, and Company's performance of its obligations and duties hereunder, do not and will not violate any agreement to which Company is a party or by which it is otherwise bound, and

 

f. Neither Party is subject to any pending or threatened litigation or action that could interfere with its performance of this Agreement.

 

g. This Agreement is the binding lawful obligation of each Party and is enforceable in accordance with its terms.

 

 

 

4. Responsibilities of AM (Affiliate Member)

 

 

AM agrees that it will diligently perform the services and obligations detailed in this Agreement. The operations of the AM are under its sole and exclusive control, including without limitation of supervision of, and liability for expenses and taxes (if applicable) incurred with respect to employees or contractors. The AM will use best reasonable efforts to distribute the Ameliorates in the Territory and will always represent Company in a positive manner.  While contracted/appointed with Company, the AM agrees to not engage in any activities that would hinder, endanger, or damage the Company in any way.  The AM is permitted to sell or promote any products that it deems necessary for its own good, but the AM may not engage in any activity or business that would constitute a direct conflict of interest, such as attempting to create companies, businesses, or contracts with manufacturers, fulfillment centers, formulators, business consultants, counselors, partners, et al, with whom Company is already contracted and in a working relationship with.  The AM also agrees to never “Cross Recruit” within the PMA or Company without express written consent from Company.

 

    *Cross Recruiting is defined as and seen as when one uses the networks that they gain in one network marketing style company and requests the members of those networks/companies to join a competing company or when one leaves a network marketing style company (or simply joins another one) and then contacts others, that they did not personally sponsor, about the new opportunity.

 

 

 

5. Responsibilities of Company

 

 

In addition to any other responsibilities stated in this Agreement, Company will:

 

a. provide to the AM all forms of necessary training online, or in-person (only when deemed necessary by Company), with regard to any characteristics of the Ameliorates, and to the AM's employees, contractors, and agents, to fulfill the purposes of the AM's appointment,

 

b. provide to the AM, without charge, reasonable quantities of promotional videos, printable brochures (available online for download and reprint by the AM), and professional and technical information regarding the Ameliorates; 

 

c. provide marketing and promotional support, and technical training to the AM and its personnel, as deemed reasonably appropriate by Company.

 

 

 

6. Confidential & Proprietary Information

 

 

a. As used herein, the term "Proprietary Information" means any information, technical data, or know-how (including, but not limited to, information relating to products, software, services, development, inventions, processes, techniques, customers, pricing, internal procedures, business and marketing plans or strategies, finances, employees, contractors, Patrons, business partners and affiliates, and business opportunities) disclosed by one Party (the “Disclosing Party") to the other (the “Recipient Party") either directly or indirectly in any form whatsoever, including, but not limited to, in writing, in machine readable or other tangible form, orally or visually. 

 

b. Unless otherwise expressly authorized by the Disclosing Party, the Recipient Party agrees that it and any of its personnel receiving Proprietary Information under this Agreement shall treat such Proprietary Information in strict confidence with the same degree of care applied to its own Proprietary Information of like importance, which it does not wish to disclose, publish, or disseminate to third parties.  Anything published on the official Company websites, that is visible to the public out of necessity or out of normal and usual or customary practices, does not fall under the definition of Proprietary Information provided in this Section six (6). If the AM does not wish for any of its information (including, but not limited to, name, addresses, phone numbers, etc.) to be publicly displayed on any official Company website, the AM must present Company with a specific request to keep said information private.  AM will hold Company harmless for anything related to or arising from information publicly displayed on official Company websites, which the AM enters into its public profile on official Company websites.

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c. In no event will the Recipient Party divulge, in whole or in part, such information to any third party (including government agents, agencies, courts, representatives, et al) without the prior written consent of the Disclosing Party; provided, further, that any third party must also agree in writing to restrictions comparable to those provided in this Section six (6), and also be held under the policies, terms and conditions, and principles of the PMA, as well as Divine Jurisdiction, being held as the inherent, eternal Supreme Jurisdiction of the Universe, superseding the arbitrary man-made laws of any land or nation. As stated in Isaiah 40:17 (“All nations before Him are as nothing; and they are counted to Him less than nothing, and vanity.”).  The AM agrees to abide by and uphold every aspect of the PMA agreement, as well as every principle, point, policy, term and condition, of Company, listed and stated on its official websites, in every circumstance, and especially in matters of disclosure of Confidential & Proprietary Information. As a member of the PMA, the AM agrees and understands that man-made governments, organizations, and bodies are often filled with ineptness and ignorance, and are driven by corruption and manipulation for private interest or special interest groups, and this is why we organize ourselves, honorably and lawfully, in the private, outside of public jurisdiction.

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d. Notwithstanding any other provisions of this Agreement, each party acknowledges that Proprietary Information shall not include any information that: (i) is already known to the Recipient Party at the time of disclosure, or becomes publicly known through no wrongful act of the Recipient Party's part; (ii) is rightfully received by the Recipient Party from a third party without breach of this Agreement; (iii) is independently developed by the Recipient Party without benefit of information received under this Agreement; (iv) is furnished to a third party by the Disclosing Party without a restriction on the third party's right to disclose it; or (v) is explicitly approved for release by written authorization by the Disclosing Party.

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e. It is understood that all Proprietary Information disclosed under this Agreement, is, and shall remain, the property of the Disclosing Party. Upon completion of this Agreement, or upon written notice from the Disclosing Party, the Recipient Party agrees to return all Proprietary Information in its possession.

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f. The Recipient Party acknowledges that the Disclosing Party, because of the unique nature of the Proprietary Information, would suffer irreparable harm in the event that the Recipient Party breaches its obligation under this Agreement and that monetary damages would be inadequate to compensate the Disclosing Party for such a breach. The Parties agree that, in such a circumstance, the Disclosing Party shall be entitled, in addition to such monetary relief as may be applicable, to injunctive relief as may be necessary to restrain any continuing or further breach by the Recipient Party, without showing or proving any actual damages sustained by the Disclosing Party.

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g. The obligations of the Recipient Party under this Section six (6) shall survive termination or non-renewal of this Agreement for a period of twelve (12) years. For the avoidance of doubt, the customer and sub-distributor lists of the AM shall be deemed to constitute Proprietary Information under this agreement.

 

 

 

7. Duration & Termination

 

 

a. Effective Date and Duration. This Agreement shall become effective on the date first written above and shall continue in effect for a period of twelve (12) months (on the Gregorian Standard Calendar), unless terminated by Company for breach of contract by the AM, which would include, but not be limited to misconduct, policy violations, misrepresentations, disrespectful behavior, endangering the existence or health of Company, defamation of character, libel and/or slander, harassment, deception, falsification of records, theft, damage or destruction of Company property or the property of its members, etc.

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b. Affiliate Member (AM) Option to Renew. After the above stated twelve (12) month period, the AM may opt to renew its appointment, contract, and/or membership with Company (if appointment and/or contract and/or membership have not been terminated by Company prior to renewal). The renewal of the AM’s appointment, contract, and membership with Company and the PMA will be considered to automatically renew at the end of the twelve (12) month period, unless otherwise stated in writing, and both the AM and Company are made aware of an intentional non-renewal and both receive official notice.

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c. Termination. Either Party may terminate this Agreement prior to its expiration upon the occurrence of either of the following: (i) the other Party becomes insolvent, or institutes (or there is instituted against it) proceedings in bankruptcy, insolvency, reorganization or dissolution; or (ii) the AM becomes completely inactive with the PMA and/or Company for a period of six (6) months or more, with no orders placed and no new Members or AM’s recruited into the AM’s group (also called “Downline” or “Recruitment Tree”)*; or (iii) the other Party (in this case, the “breaching Party") fails to perform any of its obligations hereunder and fails to correct such failure within seven (7) calendar days after receiving written demand therefore from the non-breaching Party, specifying the failure in sufficient detail for the breaching Party to correct such failure; provided, however, that upon a second breach of the same obligation by such Party, the other Party may forthwith terminate this Agreement upon notice to the breaching Party. Company retains the right to forego the aforementioned seven (7) day grace period allowed for corrections, in extreme circumstances, such as, but not limited to, open flagrant, damaging, and/or violent behavior of the AM, and to therefore then immediately terminate this Agreement.

 

*A “Downline” or “Recruitment Tree” is defined as the hierarchical structure of AM’s and/or Members who are recruited by, and/or brought into the PMA or Company by, the AM’s or Company. Each AM or Member placed in this hierarchical structure underneath another AM and/or Member, are all Members of the +SYRONA Private Member Association (“PMA”) or become Members by default, by being placed into the “Downline” or “Recruitment Tree” in the PMA.

 

 

 

8. Right of Parties at Termination

 

 

a. Obligations After Termination. In the event that this Agreement is terminated or expires due to non-renewal, Company shall have no further responsibilities to the AM. Company retains the right to continue to service and process orders for any person or entity whom the AM has marketed to, or recruited/brought into the PMA and/or Company. The AM will continue to receive Revenue Sharing from the persons or entities (and whoever is structured in their “Downline” or “Recruitment Tree”) they have recruited or brought into the PMA and/or Company, only for thirty (30) days after termination of this Agreement if the AM was terminated by Company for breach or other damaging cause.

 

b. Survival. Notwithstanding anything to the contrary set forth herein, no termination of this Agreement shall relieve any Party from any obligations hereunder which are outstanding on, or relate to matters or claims occurring or arising prior to, the date of such termination or which survive such termination by their own terms or nature.

 

 

 

9. Indemnification & Limitation of Liability

 

 

a. Indemnification. Each Party (“Indemnifying Party") shall indemnify, hold harmless and defend the other Party (“Indemnified Party") and its officers, directors, agents, employees, contractors, members, customers, affiliates, et al, from and against any and all claims, demands, actions, costs, expenses, liabilities, judgments, causes of action, proceedings, suits, losses and damages of any nature, which are threatened or brought against, or are suffered or incurred by, the Indemnified Party or any such person to the extent caused directly by acts or omissions of the Indemnifying Party relating to this Agreement, including without limitation (i) any negligent or tortious conduct, (ii) any breach of any of the representations, warranties, covenants or conditions of the Indemnifying Party contained in this Agreement, (iii) any violation of applicable laws or regulations, (iv) infringement or violation of any patent, copyright, trade secret, or other proprietary interest of any third party, and (v) any breach of any express or implied warranties relating to the Ameliorates (and especially physical/tangible products), including implied warranties of merchantability and fitness for a particular purpose.

 

b. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR PURCHASE OR USE OF THE AMELIORATES (AND ESPECIALLY PHYSICAL/TANGIBLE PRODUCTS).

 

 

 

10. Force Majeure

 

 

Neither Party shall be held liable for any failure to perform that is due to any cause or circumstance beyond the reasonable control of such Party, including without limitation a demand for such Ameliorates and other products manufactured by Company (or anyone contracted to manufacture products for Company) which exceeds Company's ability to supply them, earthquakes, fire, accidents, floods, storms, other Acts of God, pandemics or epidemics, riots, wars, rebellions, economic/market recessions, strikes, lockouts or other labor disturbances, national or international emergencies, failure to secure materials or equipment from usual sources of supply, failure of carriers to furnish transportation, recalls, government rules, regulations, acts, orders, restrictions or requirements or any other cause or circumstance beyond the reasonable control of such Party. No such inability to deliver or delay in delivery shall invalidate the remainder of this Agreement.

 

 

 

11. Trademarks

 

 

The AM shall not dispute or contest for any reason whatsoever, directly or indirectly, during the term of this Agreement and thereafter, the validity, ownership or enforceability of any of the trademarks of Company, nor directly or indirectly attempt to acquire or damage the value of the goodwill associated with any of the trademarks of Company, nor counsel, procure or assist any third Party to do any of the foregoing. The AM will not institute any proceedings with respect to the trademarks of Company either in the AM's own name or on behalf of Company without express written permission of Company. The AM shall assign to Company, without charge, any rights in the trademarks of Company that may inure to the benefit of the AM pursuant to this Agreement or otherwise. The AM shall execute any documents or do any acts that may be required to accomplish the intent of this Section.

 

 

 

12. General Provisions

 

 

a. Amendments. This Agreement may be amended from time to time by Company, but only in writing, and issued within a reasonable and timely notice, upon all concerned Parties, and any such amendment shall be effective only to the extent specifically set forth in such writing. The AM may request an amendment to this agreement, based on reasonable life or business changes, and such request will be reviewed by Company, and Company may or may not issue such amendments at its own discretion. Company will always attempt to make reasonable and fair accommodations to all AM’s, however it is not the general practice or nature of Company to issue exceptions or special favor, as Company holds the belief in and stands on the neutral and natural principles of merit.

 

b. Governing Law. This Agreement is a contract in the private, not subject to public jurisdiction, and for all purposes shall be governed by Divine Jurisdiction,* and is construed in accordance with Natural Law (the Foundational Principles of the Declaration of Independence of 1776 and the original scriptures written by the Apostles of Christ, in their proper form and translation, using proper hermeneutics and exegesis of scripture), without regard to its principles of conflicts with any other publicly recognized or accepted forms of law or governance. The PMA, its Members, and Company are not at or in controversy with any earthly nation or government, do not wish to create nor enter into any contract or controversy at any time with any earthly nation or government, and will never accept any attempt of any person, government agent/agency or body, corporation, or entity of any kind to create a controversy, or attempt to create a contract with any earthly nation or government. By signing this Agreement, the AM agrees to be held to these truths, and to defend the PMA and Company from any attempt by any outside entity (third party not a part of this Agreement) whatsoever, to create a controversy and make a motion, suit, or charge in any court of public jurisdiction, in any earthly nation or government, regarding any matter related to this Agreement, or any matter that arises from this Agreement.

 

*Divine Jurisdiction is defined as the eternal Universal Jurisdiction over mankind (“flesh and bone” men and women), rooted in and led by the Laws of Nature (“Natural Law”), and their divine establishment by Nature’s Creator, which are self-evident to the prudent and objective mind, as described extensively in original scripture (Holy Bible), and as spoken of by the authors of the Declaration of Independence of 1776, the Virginia Declaration of Rights of 1776, the Bill of Rights of 1789 (rat. 1791), and extensively (in various writings) by many of the Founders of the United States of America and great philosophers such as Ayn Rand (Objectivism), John Locke, Thomas Aquinas, et al. These Natural Laws declare that freedom (being one of mankind’s many natural rights) is inherit, natural, and God-given**, and it is man’s most valuable possession.  Freedom is the heritage of flesh and bone men and women at birth, the extension of the volition of the Soul as the uncaused cause of man’s (including woman) thought and action. Freedom is self-determination, autonomy, and the function of free will uncoerced by threat or violence and not determined by environment, genetics, society, majority opinion or rule, assumed powers, or government bodies of any kind. When mankind observes the laws of divine establishment, he restrains the lower animal nature (which seeks to control and manipulate others) and exhibits the highest expression of individual freedom, and the unwavering resolve to act in honor, and defend that natural and innate individual freedom against all forces, organizations, societies, governments, and entities of any kind.  (See exhibits and the policies, terms and conditions on official Company websites for further clarification on Divine Jurisdiction.)

 

**God is defined as Nature’s Creator, irrespective of one’s opinion on the nature, form, origin, and/or likeness of said Creator (i.e. even a self-proclaimed atheist must acknowledge and accept an origin point of the universe, which, by default, is a “creator,” regardless of whether or not that Creator is viewed as a sentient, intelligent, self-aware, and/or anthropomorphic entity or not).

 

 

c. Disputes. With exception to the Supremacy Clause stated in the Preamble of this Agreement (which will only be used in exceptional cases, or cases where the AM causes serious issues, and/or refuses to remain in honor and to fulfill their duties and agreements herein, which would leave Company with no other choice or lawful remedy) the Parties shall seek to resolve any dispute, grievance, presumed controversy, or claim arising out of or in connection with this Agreement, including without limitation, any dispute regarding the enforceability of any provision, through good faith negotiations between them (in the private) within twelve (12) days of any notice of dispute being served or such longer period of time as may be mutually agreed between the Parties. If the Parties are unable to resolve the dispute within this timeframe, and one or both parties desire to pursue the dispute, the complaining party must submit the dispute to binding arbitration in accordance with the rules and regulations of the American Arbitration Association, regardless of the nation in which they reside. The Parties will share equally the cost of arbitrating such dispute. The arbitrator(s) shall not be empowered to award punitive or other damages in excess of compensatory damages, and both parties irrevocably waive the right to any such damages. Judgment on the award rendered by the arbitrator(s) may not be entered into any public court, as all Parties of this agreement have entered into this private contract, into a Private Member Association (for the mutual benefit of all involved), and therefore (as previously stated in this Agreement and in the official websites of Company), this Agreement and the PMA for which it is created, are not subject to public jurisdiction of any kind, over any disputes arising from the Agreement and/or anyone’s involvement in the PMA or Company. All matters relating to or arising from this Agreement must be completely and fully settled in the private. In the event that the Parties of this Agreement, in matters of any type of dispute, presumed controversy, or claim, cannot agree upon an arbitrator within a twelve (12) day period, each party shall designate an arbitrator and those two (2) arbitrators shall choose a third (3rd) arbitrator, with that third (3rd) arbitrator serving as the sole arbitrator of the dispute. In the event that it is discovered by any party involved, that the third (3rd) arbitrator, chosen by the initial two (2) arbitrators, has any conflict of interest attached to them in any way, regarding the matters of dispute, presumed controversy, or claim, that arbitrator must recuse themselves and a different arbitrator will be chosen by the initial two (2) arbitrators chosen at the outset of this process.

 

d. Assignment. Neither Party shall assign, pledge or otherwise transfer any of its rights, interest or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party. 

 

e. Counterparts; Electronic Execution. This Agreement may be executed in any number of counterparts, and by each of the Parties on separate counterparts, each of which, when so executed, shall be deemed an original, but all of which shall constitute but one and the same instrument. Delivery of an executed counterpart of this Agreement by email or similar electronic execution (with confirmation of delivery and receipt by the recipient) shall be equally as effective as delivery of a manually (tangible) executed counterpart of this Agreement. Any Party delivering an executed counterpart of this Agreement by any electronic means should also confirm delivery, or send a manually executed physical counterpart of this Agreement via registered or certified mail/delivery, but the failure to deliver a manually executed physical counterpart shall not affect the validity, enforceability or binding effect of this Agreement.

 

f. Cumulative Remedies. The rights and remedies of the Parties hereunder are cumulative and not exclusive of any rights or remedies which the Parties would otherwise have. No single or partial exercise of any such right or remedy by a Party, and no discontinuance of steps to enforce any such right or remedy, shall preclude any further exercise thereof or of any other right or remedy of such Party. 

 

g. Entire Agreement. This Agreement, including all exhibits, schedules, and addendums, as well as all policies, and terms and conditions stated on official Company websites, contains the entire agreement of the Parties with respect to the interactions and transactions contemplated hereby and supersedes all prior written and oral agreements, and all contemporaneous oral agreements, relating to such transactions. Company reserves the right to change/amend all Company policies, and terms and conditions at any time. Those policies, and terms and conditions are spelled out on official Company websites and are posted publicly and are readily accessible to anyone, at any time, via internet access. The AM agrees to uphold, honor, defend, and be perpetually bond to all Company policies, and terms and conditions, as part of this Agreement, at all times, even in the event of changes to Company policies, and terms and conditions. Notice of any changes to Company policies, and terms and conditions will be sent out (usually via electronic communication such as email) within three (3) calendar days of any change (with the exception of minor verbiage changes/corrections which do not alter the whole, or any major part of the principles or foundation of the policies, and terms and conditions of Company).

 

h. Addendums, Exhibits, and Schedules.  Any addendums, exhibits, or schedules attached hereto are considered an inseparable and integral part of this Agreement and all references herein to this Agreement shall include such addendums, exhibits, and schedules. 

 

i. Notices. Unless otherwise specifically provided herein, all notices, consents, requests, demands and other communications required or permitted hereunder: (i) shall be in writing; (ii)) shall be sent by messenger, certified or registered U.S. mail, a reliable express delivery service or telecopier (with a copy sent by one of the foregoing means), charges prepaid as applicable, to the appropriate address(es) or number(s) set forth on the main official Company website (syrona.org); and (iii) shall be deemed to have been given on the date of receipt by the addressee, as evidenced by (A) a receipt executed by the addressee (or a responsible person in his or her office), the records of the Person delivering such communication or a notice to the effect that such addressee refused to claim or accept such communication, if sent by messenger, U.S. mail or express delivery service, or (B) a receipt generated by the sender's electronic mail service showing that such communication was sent to the appropriate address on a specified date, and opened by the recipient, if sent by electronic mail. All such communications shall be sent to the addresses for each Party as first set forth above, or to such other addresses or numbers as any Party may inform the others by giving two (2) days prior notice.

 

j. Severability. This Agreement in its entirety is only entered into ethically and lawfully by consenting Parties (of the age of consent), or by lawful entities to which the concept of the age of consent does not apply (such as LLC’s, organizations, et al).  All Parties are of sound mind and are in consensual agreement that this Agreement is in line with the commonly accepted essential elements of a valid lawful contract, with an Offer, Acceptance, Awareness, Consideration, Capacity, and it contains no unlawful provisions or aspects of any kind. No opinion or ruling of any public court of any kind will be considered valid, which attempts to prohibit this Agreement or deem it to be unenforceable, as this contract is made ethically, honorably, and lawfully, in the private, under Divine Jurisdiction. Public courts have no standing in any matter related to this Agreement. There is no proof to the contrary and all Parties to this Agreement have mutually agreed and consented to the private nature of this contract. 

 

k. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of each of the Parties and their respective successors and permitted assigns. AM’s have the right to sell their position in the PMA and/or Company, but an offer must first be made to Company for the sale of said position before making an offer to any other third party. The AM must present their offer of sale to Company in writing and Company will have twelve (12) calendar days to respond with an acceptance, rejection, or counter offer. The AM may elect to accept or reject any counter offer made by Company for the buyback of any position in the PMA or Company and in the event of the AM rejecting a counter offer made by Company, the AM may then choose to sell their position to another third party. The sale of the AM’s position to a third party must be made known to Company, in writing, with a minimum of a twelve (12) calendar day notice. Company reserves the right to reject the appointment of a specific third party to the AM’s position, from the sale of the AM’s position to said third party, if there is a conflict of interest or an inherent danger to the health, reputation, or life of Company in regard to said third party, which the AM’s position is being sold and reappointed. If the AM and Company cannot agree on the third party to which the AM is attempting to sell their position, the AM may opt to enter into the aforementioned private arbitration process to settle the matter, or to officially enter into a Retired Member Status, which simply means that they would continue to hold their current position in the Recruitment Tree, and would continue to receive what would be their normally received revenue shares, as if they were still an active Member in good standing with the PMA and Company. The AM would then continue to receive 100% of the Revenue Sharing from that position for life. The AM may also elect to appoint a beneficiary to their position/appointment in the event of their declared retirement or their own death (or dissolution, if the AM is an organization, LLC, etc.), however, that beneficiary may not be one who holds a conflict of interest or presents an inherent danger to the health, reputation, or life of Company. Company may reject the appointment of a beneficiary at its own discretion based on the aforementioned reasons and/or criteria.

 

l. Exhibits, Schedules, and Addendums. This Agreement contains information in exhibits and schedules related to organizational and structural elements of the concepts of the PMA and Company, including, but not limited to Downlines, Recruitment Trees, Revenue Sharing, and other pertinent information related to the nature and function of this Agreement. Any future amendments made to this Agreement will follow the policies and procedures aforementioned in this Agreement and will be attached as an addendum to this Agreement. The PMA Agreement of Company will always exist as an amendable exhibit to this Agreement, and will always be an integral and inseparable part of this Agreement, as no entity of any kind can hold an appointment as an AM without being a Member of the PMA. The Revenue Sharing schedule will always exist as an amendable schedule to this Agreement, and will always be an integral and inseparable part of this Agreement, in order to ensure that there is always a form of Revenue Sharing in place for AM’s. The Bill of Rights for Members will always exist as a static and unchanging exhibit to this Agreement, and will always be an integral and inseparable part of this Agreement, so as to ensure the rights of all Members of the PMA.

 

*IN WITNESS WHEREOF, this Agreement was signed by the Parties under the hands of their duly authorized officers and/or agents, and made effective as of the date first written above.

 

 

 

​Affiliate Member (full name):

 

____________________________________________

 

Address:

_________________________________________________

_________________________________________________

_________________________________________________

 

Phone Number: __________________________________

Email: ___________________________________________

 

Signed By (if applicable): __________________________ 

 

Signature: _______________________   Date: _________

 

 

 

 

+SYRONA Health Org.:

 

Receiving Correspondence at:

 

info@syrona.org

 

and 

 

501 Union St, Ste 400

Nashville, Tennessee [37219]

 

(Office not open to public)

 

 

Phone: 888-959-0507

Email: info@syrona.org

 

 

 

Signed By: ______________________ 

 

Signature: _______________________   Date: _________

​

 

 

*IF AGREEMENT IS SUBMITTED ONLINE, ALL BLANK SPACES (OR SECTIONS INTENDED FOR NAMES, DATES, SIGNATURES, ETC.) IN THIS AGREEMENT ARE CONSIDERED FILLED OUT, DATED, AND SIGNED (USING THE DATE SUBMITTED ONLINE), UPON REGISTERING AS AN AFFILIATE MEMBER, USING THE INFORMATION ENTERED ON THE +SYRONA WEBSITE OR ANY OTHER ELECTRONIC MEANS BY WHICH THIS AGREEMENT MAY BE COMPLETED AND SUBMITTED.  IF YOU DO NOT WISH TO BE AN AFFILIATE MEMBER OF THE +SYRONA AND/OR LIFESHIELD HEALTH CO. PMA, YOU MUST SUBMIT TO US YOUR REQUEST, IN WRITING, TO DISSOLVE YOUR MEMBERSHIP.  UPON DISSOLUTION OF YOUR MEMBERSHIP, YOU WILL NOT BE ABLE TO RECEIVE ANY PROVISIONS, SERVICES, PRODUCTS, OR BENEFITS FROM +SYRONA OR LIFESHIELD HEALTH CO., UNLESS YOU JOIN THE PMA AGAIN.  ANY ORDER OR TRANSACTION CONDUCTED BY YOU IN THE STORE ON THIS WEBSITE, OR ANY +SYRONA OR LIFESHIELD HEALTH CO. WEBSITE, BY DEFAULT, WILL AUTOMATICALLY ENROLL YOU INTO THE +SYRONA AND/OR LIFESHIELD HEALTH CO. PMA (EVEN IF YOU PREVIOUSLY HELD A MEMBERSHIP WITH US AND IT WAS DISSOLVED), AS ONE CANNOT TAKE PART IN THE MINISTRY'S PROVISIONS, PRODUCTS, SERVICES, OR BENEFITS IF ONE IS NOT A MEMBER OF THE PMA. CURRENTLY THERE IS NO MEMBERSHIP FEE TO JOIN THE PMA, AND YOU HAVE NO OBLIGATIONS AS A MEMBER, OTHER THAN WHAT IS SPELLED OUT IN THE PMA AGREEMENT AND OUR POLICIES AND TERMS & CONDITIONS.