Any person, group of people, business entity, institution, society or organization, with the exception of publicly owned companies, can become a Member of Pallada and create an Account with the Company by signing and submitting a Membership Application and Agreement (hereafter referred to as Agreement). A Member agrees to be bound by and comply with all the "Terms and Conditions" of this Agreement, which also incorporate, by their reference, the Policies and Procedures of Pallada, and the Business Plan of Pallada, which are annexed as a Rider hereto. By signing and submitting the Agreement, the Member to be (Prospect) acknowledges that he has read, understood and agreed with the contents of the above mentioned documents.

The Agreement can be submitted over the Internet at Pallada's website (https://pallada.com).

There is no entrance fee to become a Member of Pallada and no renewal fees of any kind to maintain a Membership.

Each Member receives a Pallada ID Number, which is permanent.

It is the Member's responsibility to meet all national requirements and regulations for engaging in business in general and specifically in the business and consumptional practices pertaining to Pallada in the Country in which he joins it prior to applying for Membership status with Pallada, and further, to continue to meet these same legal standards and requirements for as long as the Member has an Account with the Company.

The term "Member" or "Membership" does not imply or constitute a relationship of franchisee, licensee, agent, employee, employer, partnership, joint venture, or any other type of relationship with the Company other than that of a regular client when he is a Registered Customer and that of an Independent Contractor after becoming an Organizer.

Each Account must have a Representative, who can be the owner of the Account or someone appointed and fully authorized by the owner(s) to represent the interests of the Account and sign legal documents on behalf of the Account, including the Membership Agreement. The Representative of the Account can be replaced by the owner of the Account at any time, but the Account shall accept full responsibility for the actions of its former and/or current Representative.

An Account Representative can have one or more Representative’s Assistants, and the Account must accept full responsibility for the actions of the Representative's Assistant(s).

An individual can represent more than one Account, as long as there is not, or cannot potentially be, conflict(s) of interest or dispute(s) between them.

Account Representatives will be asked to complete a survey and supply information about themselves. This will assist the Company in compiling statistics which can help to increase the efficiency of the marketing strategy and product development and improve service to individual Members. The information will be kept strictly confidential. Completing the survey is not mandatory and there is no penalty for refusing to do so. The survey form can be filled out along with the Membership Agreement.

A Member is responsible for informing Pallada, in written form, of any changes affecting the accuracy of the original Membership Agreement or amendment thereto on file with the Company. Any Agreement or amendment thereto is void where it contains inaccurate or obsolete information, or is deficient or incomplete in any way.

Pallada reserves the right to engage in partnerships, joint ventures and/or licensing agreements with companies or individuals, or at any time may assign or otherwise transfer any and/or all of its rights and/or obligations under this Agreement to one or more assignees or transferees of its choosing. The Member hereby consents and agrees to be bound by any such business endeavors, assignments or transfers.

A Member understands and agrees that Pallada is not held responsible or liable for any expenses or fines that are created or incurred by the Company's affiliates or Members. In no event will Pallada be liable to a Member for any incidental, special or exemplary damages.

The Member agrees to indemnify the Company of any and all claims, damages or liabilities it may incur that arise out of a Member's breach or failure to comply with this Agreement.

The Member understands and agrees to pay any and all applicable business taxes, self employment, sales, local, and/or local license fees, and any other business related expenses, debts and liabilities that may become due as a result of Members' activities. A Member, when necessary, shall obtain all permits, licenses, and other consents for the operation of the business.

A Member shall not make any written or oral statements, claims or representations which are contrary to this Agreement and/or with regard to Pallada's consumptional or business programs other than those which correspond with the Company's current policies, marketing recommendations and product information.

The Company makes no claims or warranties as to the specific income potential of a Member. A Member must not mislead, misrepresent, intentionally make claims or guarantee earnings or potential income to other Members.

A Member understands that whatever income he or she earns shall be the result of the Member's own effort, effectiveness, diligence and commitment to the Company.

A Member does not have territorial exclusivity. A Member may conduct business in any State, Country, or Territory in which the Company is authorized to conduct business.

The Applicant acknowledges and declares the following, respectively: (a) that he or she is fully and completely informed as to the facts relating to the subject matter and the rights and liabilities of both parties to the Agreement; (b) that he or she enters into this Agreement voluntarily, free from fraud, undue influence, coercion or duress of any kind; (c) that he or she has given careful thought to the making and signing of this Agreement; (d) that he or she fully understands the legal effect of each provision of this Agreement; and (e) that he or she has had an opportunity to present this Agreement to an attorney before submitting it.

A failure by the Company to exercise any of its rights and powers granted to it pursuant to this Agreement with respect to any custom or practice of a Member at variance with this Agreement, shall not constitute a waiver in the event of any subsequent breach by any Member of the Company's right in the future to demand that the Member in breach strictly comply with this Agreement.

The Applicant agrees that, in becoming a Member, he will abide by the decisions of the Councils of Pallada along with its Juries, and/or any other special arbitration commissions assigned by Councils or Initiative Groups to settle disputes and grievances and/or issue rewards and penalties as specified in the Policies and Procedures of Pallada. These decisions shall be binding on a Member in any subsequent arbitration, litigation or other proceeding in any Court.

This Agreement shall be governed in accordance with the laws of the State of New York, USA. If for any reason a Court action is filed, the Member agrees that proper jurisdiction and venue shall be in the Courts of the State of New York.

The Applicant acknowledges that the Company will suffer extremely costly and irreparable harm, loss and damage if any of the provisions of this Agreement are violated by a Member. The Applicant agrees that the Company shall be entitled to seek the appropriate legal relief to enjoin violations of the Agreement by a Member.

The Applicant acknowledges that each and every other approved Member has executed the identical Agreement with Pallada and that any act by a Member attempting to induce any other Member to breach any portion of the Agreeement with Pallada would automatically be deemed a wrongful interference with the contractual rights of Pallada with its other Members.

A Member is encouraged to study information provided in Pallada's up to date materials.

The Company reserves the right to cancel any Membership if it fails to abide by the legal terms of this Agreement in any manner.

In the event that any provision of this Agreement is determined to be legally invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Pallada reserves the right to alter, amend and/or change any "Terms and Conditions" and/or provisions in these documents as would be deemed fit and in the best interest of both the Members and the Company.

Any questions regarding the meaning or intent of any of the provisions found herein should be addressed in writing to the following email address: info@pallada.com.