Member Agreement

INTRODUCTION

MEMBER AGREEMENT

This is the agreement between you and Secret Energy, S.A. (DBA Secret Energy, collectively known for purposes of this contract as SE), hereafter referred to as SE. Secret Energy is a trademarked brand owned, operated and managed by Secret Energy, LLC. If you do not agree with all of the terms and conditions contained herein, do not submit an application to become a Member of SE.

As used herein, Secret Energy and Spiritech shall include their associates and related companies, and each of their subscribers, agents, directors, officers, employees, contractors, and assigns.

By submitting a registration application to become a Member of SE, you are representing and warranting that you have reviewed, fully understand and agree to all of the following terms and conditions.

MEMBERSHIP REQUIREMENTS

You represent and warrant that if you are an employee, agent or other representative of, or otherwise affiliated with, any media outlet or organization, including without limitation any news or entertainment publication or broadcast agency, you agree to comply with the terms stated in

You represent and warrant that you are not falsely representing yourself as a consumer and you further represent that you will not share material, ideas, or intellectual property from SE in any way unless otherwise stated or proper permissions have been obtained.

SE reserves the right to reject any Membership Application for any reason or no reason at all, in its sole discretion. Approval is at the sole discretion of the officers of SE. Any person or agent who falsely represents their intention when joining SE or Spiritech is subject to immediate termination from the organization.

Any Ohm sponsor who knowingly endorses a Member who is intentionally defrauding and/or not pursuing the best interests of SE is subject to suspension or termination of their Membership. If you suspect that you may in violation of these terms, please report the issue to SE Headquarters immediately at support@secretenergy.com.

INFORMATION & CONFIDENTIALITY  

All transactions with SE shall be in U.S. dollars or Ohms and will be charged by SE or Spiritech. All payments made to SE are subject to review prior to any refund and shall be at the discretion of SE management.

Payment of fees to SE does not entitle Members to any ownership or equity interest in SE or Spiritech.

The information contained on this site, as well as any other information provided directly or indirectly by SE, is for your personal information and education only. None of the information is intended to invite, induce, or encourage any person to make a legal, medical, financial, or investment decision. You should consult with a licensed professional in the appropriate field before acting upon any information or recommendations that are made directly or indirectly by SE. 

The information you receive as a result of your Membership in SE shall be treated as Confidential Information, whether or not it is labeled as such. You agree not to copy, exploit, sell, distribute or otherwise disclose any Confidential Information to anyone except (a) to other Members of SE that are in good standing or (b) to the extent required by judicial or governmental order provided that you have given SE reasonable written notice prior to such disclosure to allow SE a reasonable opportunity to protect the Confidential Information.

You acknowledge that if you breach any of the confidentiality obligations, any of the representations made herein, or the Code of Conduct, SE will suffer irreparable harm for which monetary damages would be inadequate. You agree that, in the event of such a breach, your Membership will be canceled immediately and SE will be entitled to extraordinary relief in any court of competent jurisdiction, including, but not limited to, a temporary restraining order and preliminary and permanent injunctive relief to protect its rights, in addition to any and all remedies available at law. You agree to assign to SE your right to bring an action for violation of any proprietary rights against any third parties in possession of Confidential Information received by you.

You agree to never share your SE Membership account credentials with anyone for any reason. You agree to never allow anyone for any reason to log into your SE account, or to impersonate you in any way, and to maintain the confidentiality of the SE web property.

DISCLAIMERS & WARRANTY  

While SE hopes to provide its Members with accurate and up-to-date information, we make no warranties or representations as to the accuracy of the information and assume no liability or responsibility for any error or omission in the information. No one shall be entitled to claim that there is a duty to update or correct any such information.

SE shall provide information directly or indirectly to its Members in the manner, format, and at such times as SE chooses, in its sole discretion. SE makes no representations, warranties, or guarantees as to the amount of information that will be provided, when or how often that information will be provided, if or when requests from Members will be answered or by whom, if or when Members will receive mentoring or by whom, and if, when or where, webinars or other seminars or workshops will be offered.

SE may modify, suspend, discontinue, or restrict the use of any portion of its website, without liability. SE may deny access to any person or user at any time for any reason.

SE does not guarantee that, as a result of your connection with SE or the information, products or services you receive directly or indirectly from SE, THAT you will receive any money, bonuses, PROFITS, LOANS, CREDIT, personal or real property, business offers or anything else of monetary value, minimize your tax liability, improve your health, lose weight, or live a longer, healthier, or happier life.

THIS INFORMATION IS NOT INTENDED TO REPLACE PROFESSIONAL ADVICE. 

Your use of this site and any other information, products, and services provided directly or indirectly by SE is at your own risk. SE assumes no responsibility, and shall not be liable for any resulting damages to, or viruses that may affect your computer equipment or other property. SE does not represent or warrant that use of such information will not infringe on the rights of third parties.

ALL OF THE INFORMATION, SERVICES, AND PRODUCTS PROVIDED DIRECTLY OR INDIRECTLY BY SE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE REGARDING SUITABILITY OF THE INFORMATION, ACCURACY, RELIABILITY, COMPLETENESS, AND TIMELINESS. SE DOES NOT WARRANT THAT THIS SITE IS FREE FROM ALL BUGS, ERRORS OR OMISSIONS. YOUR USE OF THIS SITE IS AT YOUR OWN RISK.

INDEMNIFICATION  

You agree to indemnify, defend and hold harmless, at your sole expense, SE from any claim or action brought by a third party relating to (a) your use of the site and/or (b) your breach of the Membership Agreement and Terms of Use.

CANCELLATION & REMEDIES  

SE reserves the right to cancel your Membership at any time for any reason or no reason at all, in its sole discretion.

You may cancel your Membership at any time by visiting the Paypal Cancellation page located on their website. Canceling your Ambassador account will not affect your free SE account. 

If your membership is canceled for any reason, you agree that you will return the original and all copies of any Confidential Information to SE within 10 business days of the cancellation.  If you ever wish to come back to SE, you agree to submit a new Membership application that SE finds acceptable in its sole discretion. If your new application is accepted, you are required to pay the appropriate enrollment fee and you will be treated as a new Member. Upon cancellation and rejoining, you will forfeit any previous status, personally recruited Members, Membership Levels, and any associated permissions or recognition, unless otherwise decided by an authorized agent in writing.

You agree that you, the company you represent, any of its officers and directors, or any affiliated companies and their officers and directors, will never file suit for any reason, at any time, in any court, against SE or any of its Members, Associates, staff, owners, agents, directors, officers, and assigns.

Except as otherwise provided herein, if either party ever has a disagreement regarding any issue, both parties agree to try to work out such disagreements in a fair and reasonable manner. If the parties cannot work out their disagreements, your only remedy is to request a binding arbitration with a single arbitrator.

The party that wants to initiate arbitration shall call a well-established arbitration organization located in Costa Rica and request arbitration with a single arbitrator and SE on a date and time that is mutually agreeable to both parties and the arbitrator, but no later than fourteen business days from the date of the request. The party that initiates the arbitration will notify the other party in writing of the arbitration within one day of making that request.

Both parties agree to the following arbitration format

The arbitration shall be attended by each party either in person or via telephone with or without attorneys present.

Each party will privately discuss with the arbitrator the facts as they see it, and their views regarding the disagreement.

The arbitrator will listen to both parties and ask questions or request information to clarify or verify facts.

The arbitrator will then take all the facts and make a decision, which will be binding, within 24 hours.

The arbitrator will be required to base his decision, not on the technicalities of the law, or the technicalities or wording in any specific contract, but he will base his decision on “fairness and equality”, and “under the spirit of true justice and original intention,” and what is “fair” for all parties concerned today.

The arbitrator may award compensatory damages and legal fees, as he or she deems appropriate.

The arbitration award shall be final and binding upon both parties and may be enforced in any court of competent jurisdiction.

INTELLECTUAL PROPERTY  

All material on this website, including, but not limited to, text, graphics, logos, audio clips, video clips, links, digital downloads, and trademarks is owned, controlled by or licensed by SE and is protected by standard copyright, trademark, and other intellectual property laws. As between you and SE, SE exclusively owns all rights, titles and interest in and to the site content.  You agree not to do anything that might impair such rights, nor will you assert ownership claim in any of the above-referenced intellectual property or in the site content.

You may download one copy of the site on a single computer for your personal, non-commercial use only, provided you maintain all copyright and trademark notices. No other use is permitted without the prior written consent of SE.

The site may link to or frame third party websites. Framing allows a visitor to view content provided (and managed) by a third party without losing access to this site’s navigational menu. SE is not responsible or liable for content, products or services on framed sites or any other third party websites and does not promote or endorse any third party websites or the content on those sites.

MISCELLANEOUS  

SE reserves the right to change this Membership Agreement and Terms of Use from time to time at its discretion and to notify Members of any such changes by posting a notice on the site, posting the new Membership Agreement and Terms of Use on the site, sending the new Membership Agreement and Terms of Use to the Members, or in any other way that SE deems fit. Your continued membership in SE after a new Membership Agreement and Terms of Use is in place will constitute your agreement to be bound by that new Agreement.

This Membership Agreement and Terms of Use will be governed by and construed in accordance with the laws of Costa Rica, without regard to its choice of law provisions.

If for any reason, any provision of this Membership Agreement and Terms of Use is found unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties as reflected in that provision, and the remainder of the Membership Agreement and Terms of Use shall continue in full force and effect. The failure of SE to enforce or exercise any provisions of the Membership Agreement and Terms of Use shall not constitute a waiver of that right or provision.

I give SE express permission to call any and all telephone numbers listed on my account, to speak to me in person, or to deliver a previously recorded message, for any purpose including but not limited to informational, promotional, or the marketing of new goods or services. I give SE expressed permission to call my telephone numbers with such calls, even if those numbers are registered on national and/or state do not call lists, while I am an Associate and/or Member in SE. I also give SE express permission to contact me via email, direct mail, or any other method of communication, for any reason, while I am an Associate or Member of SE.

I give SE express permission to use any testimonial I submit, in any format for sales and marketing promotion including, but not limited to, use on the SE website, in written mail and email materials, audio and video productions, any form of social media, and any other method of communication.

MEMBER CODE OF CONDUCT 

All SE Members & Associates agree to strictly adhere to the SE Code of Conduct. Violation of this Code of Conduct may, at the discretion of SE, result in the termination of your account.

I agree to abide by this Code of Conduct at all times.

I agree to adhere to all SE guidelines, rules, policies and procedures.

I acknowledge that this Code of Conduct may change, with or without notice, and that it is my responsibility to regularly review and understand this Code of Conduct.

I acknowledge that any violation of this Code of Conduct may, at the discretion of SE and in accordance with SE procedures, result in the termination of my account.

I agree that my actions will be in compliance with all applicable laws and regulations.

I acknowledge that I am not able to participate in, or benefit by, any promotion that is prohibited by applicable law.

I agree to never jeopardize the reputation of SE, any of its Members and Associates, staff, speakers, owners, presenters, and contractors, in any way, including but not limited to using any social media platform (Facebook, Twitter, Google+, etc.), email, telephone, print, or public announcement.

I agree never to attempt entry to an SE event without registration and/or payment.

I agree to conduct myself in a professional and ethical manner at all times.

I agree to make an honest and fair representation of SE.

I agree to make an honest and fair representation of any current or future Referral, Affiliate, or Bonus Programs.

I agree to never make any false income claims or suggestions.

I agree to never solicit, suggest, entice, in any way, any Member and/or Associate to change to another sponsor.

I agree to abide by all promotions’ terms and conditions at all times.

I agree to maintain a positive and professional relationship with all whom I have sponsored.

I agree to never solicit Members and/or Associates, directly or indirectly, to promote other business opportunities, loans, investments, products, or services unless otherwise given written permission.

I agree to never use the SE website, my account, or status within SE for any fraudulent purpose, including but not limited to allowing non-Members and or Associates access to the protected parts of the SE website or any of SE’s published information.

I agree to never harass any Member and/or Associate in any way, including but not limited to physical stalking, bullying, online stalking, using email or telephone calls. 

I agree to never misrepresent myself, or my status within the organization, including my relationship with staff, speakers, owners, presenters, contractors, or other Members or Associates.

I acknowledge that SE, at its sole discretion, can terminate my Associate account, in accordance with SE procedures, if SE believes that I have violated this Code of Conduct.

ENFORCEMENT OF MEMBER AGREEMENT AND TERMS OF USE, AND MEMBER CODE OF CONDUCT FOR ASSOCIATES

SE reserves the right to enforce the terms and conditions of this Member Agreement and Terms of Use, and the Member Code of Conduct for all free Associates. In order to ensure compliance with the Member Agreement and Terms of Use and Code of Conduct, SE shall have the right to impose any of the following:

Warning- A written warning to an Associate, or group of Associates, identifying the violation and offering a fair amount of time to remedy the violation. A letter shall also advise that failure to comply may result in more severe sanctions.

Probation- a period of probation can be issued at the sole discretion of SE. SE shall disclose to an Associate the specific reason(s) for the probation. Should an Associate continue to violate the reason for the probation, or violate any other clause herein during the period of probation, it may result in more severe sanctions.

Suspension- a period of suspension can be issued at the sole discretion of SE.  SE shall disclose to an Associate the specific reason(s) for the suspension. During a suspension, all Associate privileges are suspended, including but not limited to commissions, website access, Associate codes, promotions and eligibility for promotions.

Expulsion- SE at its sole discretion can expel an Ambassador or Specialist for any violation. SE shall disclose to an Ambassador or Specialist the specific reason for expulsion. Once an Ambassador or Specialist is expelled, the Ambassador or Specialist’s downline will shift up to the expelled Ambassador or Specialist sponsor. The expelled Ambassador or Specialist shall no longer have any right to commissions, website access, or any other Ambassador or Specialist’s privileges. Expelled Ambassador or Specialist may never sign up as a Member and/or Ambassador or Specialist.

Appeals- Ambassador or Specialist may appeal, in writing, any of the above sanctions. To appeal, an Associate shall do all of the following:

Submit a written statement addressing the specific accusation(s) against the Associate. 

Submit any/all evidence pertaining to the specific accusation(s).

Be available for a telephone or in-person interview to discuss the accusation(s).

Act in a professional manner at all times.

During an appeal, the sanction imposed shall stay in force until a final verdict has been rendered.

FREE SPECIALIST REQUIREMENTS

An Ambassador or Specialist Account in SE or Spiritech is held to the same terms as are outlined in this Member Agreement.  

To become an Ambassador or Spiritech Pro of SE, an applicant must:

Be at least 18 years of age or the minimum legal age in an applicant’s jurisdiction. Applicants who are less than 18 years of age, or below the legal age in the applicant’s jurisdiction, will need to provide written permission from a parent or legal guardian to join the club.

Be legally able to enter into legally-binding agreements or be cosigned by a legal guardian.

Complete the registration process, which includes reading, understanding, and agreeing to the Member Agreement and Terms of Use and Member Code of Conduct.

I understand and acknowledge that in order to maintain my Ambassador status that I must pay my Ambassador fees once each calendar month. I understand and acknowledge that failure to pay for my Ambassador account for 30 consecutive days may lead to the cancellation of my Associate account, including any future opportunity to earn or be eligible for bonuses.

Should an Associate account be terminated at any time, and for any reason, that account may be deleted from the succession tree and all first-level Members and/or Associates (and their downlines) may be placed under the terminated account holder’s sponsor without notification from SE.

There is no fee associated with becoming a Specialist. However, you understand that as an Associate, you are not an “Ambassador” of SE nor are you entitled to access any portion of the site that is for “Ambassadors Only,” or any other information, money making opportunities or other perks except as expressly stated herein. If you are already a Member of SE, you are automatically enrolled as a Specialist.

INDEPENDENT CONTRACTOR AFFILIATE AGREEMENT TERMS AND CONDITIONS

1. I understand that as a Spiritech Affiliate:
a. I have the right to offer for sale Secret Energy products and services in accordance with these Terms and Conditions.
I have the right to enroll persons in The Innerversity. 

I will train and motivate the Affiliates in my downline sales organization. 

d. I will comply with all federal, state, county and municipal laws, ordinances, rules, and regulations, and shall make all reports and remit all withholdings or other deductions as may be required by any federal, state, county or municipal law, ordinance, rule or regulation.
e. I will perform my obligations as an Affiliate with honesty and integrity.

2. I agree that as a Spiritech Affiliate I am an independent contractor, and not an employee, agent, partner, legal representative, or franchisee of Spiritech. I am not authorized to and will not incur any debt, expense, obligation, or open any checking account on behalf of, for, or in the name of SE. I agree that I will be solely responsible for paying all expenses incurred by myself, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other expenses. I UNDERSTAND THAT I SHALL NOT BE TREATED AS AN EMPLOYEE OF SPIRITECH FOR FEDERAL OR STATE TAX PURPOSES. Spiritech is not responsible for withholding, and shall not withhold or deduct from my bonuses and commissions, if any, FICA, or taxes of any kind, unless specifically ordered to do so by the Internal Revenue Service or similar government organization.

SECRET ENERGY INCENTIVIZATION PROGRAM TERMS AND CONDITIONS

By becoming a Member of SE I understand that participation in all incentivization programs are done at my own discretion and I hereby release SE from all responsibilities incurred by any loses obtained while utilizing Ohms.

While having use within our ecosystem and within the boundaries of our protocols Ohms are not to be seen as legal tender and have no value outside of our protocols.

Secret Energy reserves the right to depreciate, delete, or terminate any incentivization program and digital points acquired in those programs.
Secret Energy reserves the right to confiscate Ohms, Joules, Badges, Awards, and Rewards if it deems they were obtained illegally.

YOU AGREE TO ALL THE TERMS STATED WITHIN THIS AGREEMENT BY SIGNING UP AND OR UTILIZING SECRET ENERGY OR ANY AFFILIATED WEBSITES.