chloe
+ isabel Sales Representative Agreement
Download PDF copy
IMPORTANT
NOTICE
THIS
AGREEMENT IS FOR UNITED STATES RESIDENTS OVER THE AGE OF 18 ONLY
PLEASE READ
CAREFULLY THE TERMS OF THIS SALES REPRESENTATIVE AGREEMENT
(“AGREEMENT”) AND ONLY CLICK ON THE “I AGREE” BUTTON IF YOU
AGREE TO BE BOUND BY THESE TERMS.
BY CLICKING ON THE
“I AGREE” BUTTON, YOU AGREE TO BECOME A CHLOE AND ISABEL, INC.
SALES REPRESENTATIVE (HEREINAFTER REFERRED TO AS A “MERCHANDISER”)
AND (1) YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO
BE BOUND TO THE TERMS OF THIS AGREEMENT THAT FOLLOWS, (2) YOU CONFIRM
THAT YOU ARE 18 YEARS OF AGE OR OLDER, A CITIZEN OR PERMANENT
RESIDENT OF THE UNITED STATES, AND HAVE A VALID SOCIAL SECURITY
NUMBER.
IF YOU DO NOT AGREE
TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT, OR IF YOU DO NOT MEET
THESE CRITERIA, YOU MUST CLICK ON THE “CANCEL” BUTTON TO
DISCONTINUE THE PROCESS OF BECOMING A CHLOE AND ISABEL SALES
REPRESENTATIVE.
YOU AGREE THAT WHEN
YOU CLICK “I AGREE TO BECOME A CHLOE AND ISABEL MERCHANDISER AND
AGREE TO THE TERMS AND CONDITIONS OF THE CHLOE AND ISABEL SALES
REPRESENTATIVE AGREEMENT”, YOU WILL “SIGN” THIS AGREEMENT
ELECTRONICALLY AND THAT YOU WILL BE BOUND BY THE TERMS AND CONDITIONS
SET FORTH BELOW.
Welcome to the world
of chloe + isabel, a social shopping destination designed to please
all of the Chloes and Isabels out there! chloe + isabel, inc.
(“chloe + isabel”, “we” or “us”) was created to provide a
financial opportunity for fashion-loving, tech-savvy, entrepreneurial
young woman like you. We are a team of industry experts from
fashion, technology, marketing and direct selling that want to pass
our skills and knowledge on to you! In order for you to become a new
independent sales representative for us, we need to agree on the
terms that will govern our relationship.
Set forth below are
the terms and conditions governing the relationship between each
independent sales representative (hereinafter referred to as a
“Merchandiser”) and us. The terms and conditions of our then
current Training Manual (“Manual”) and the chloe + isabel
policies posted on the Merchandiser Resource Center (“Policies”)
are incorporated into and made a part of this Sales Representative
Agreement (“Agreement”).
1. Merchandiser’s
Rules and Responsibilities: As one of our Merchandisers, you
will promote and sell our products and recruit other independent
sales representatives (“Merchandiser’s Services”). You will
receive a fee from chloe + isabel when you: (a) sell chloe + isabel
products (excluding products you purchase yourself); and (b) recruit
a new Merchandiser who has accepted and signed a chloe + Isabel sales
representative agreement. The fee structure for both sales and
recruiting are described in more detail in the Manual. Please refer
Section 3 of this Agreement and/or the Manual for additional details
on the current compensation structure. In performing the
Merchandiser’s Services, you agree to follow the policies and
practices described in the Policies and the Manual. You acknowledge
that we may change the Policies and the Manual from time to time, and
you agree to comply and follow any changes. You also agree to:
behave in a
legal, ethical, professional, and businesslike manner and maintain
the highest standards of integrity, honesty and responsibility in
your dealings with us, customers and our other sales
representatives;
present our
products in a truthful and sincere manner and to not engage in any
activity or action that may damage our reputation or the reputation
of our products;
protect the
chloe + isabel trademarks and trade names by obtaining our written
permission prior to using them in any advertising, on the Internet
or in literature other than material published by us;
purchase the
Starter Kit (as described in the Manual) from us, via an order
submitted to us accompanied by a credit card charge, for the full
amount due;
place orders
from your customers for chloe + isabel products with us via an order
submitted to us accompanied by credit card charge for the full
amount due, plus applicable shipping charges;
protect all
personally identifiable information collected from customers via an
order form in compliance with the terms and conditions of the Chloe
+ Isabel Privacy Policy. Any use of a customer’s personally
identifiable information in a manner inconsistent with the Chloe +
Isabel Privacy Policy will be a deemed a breach of your obligations
under this Agreement and grounds for immediate termination of this
Agreement;
allow us to
release your name and telephone number in response to a customer's
request for a chloe + isabel Merchandiser in the area;
allow us to
perform a background check on you, including character and
credit-standing, and provide any information we request for the
purpose of determining whether you may be appointed by us as a chloe
+ isabel Merchandiser;
comply at all
times with the Chloe + Isabel Terms of Service and Privacy Policy;
and
comply with any
changes to this Agreement that may be made by us.
2. Pop-up Shops:
In performing services as a Merchandiser, you may conduct Pop-up
shops from time to time as described in our Manual. When you hold a
Pop-up shop, you agree that you will use good judgment and will
comply with all applicable federal, state and local laws, regulations
and ordinances, including those prohibiting alcohol consumption by
minors. You, and not chloe + isabel, will be entirely responsible
for any liabilities, claims, costs, expenses, or damages arising from
any Pop-up shop you hold.
3. Compensation:
In consideration for your services as a Merchandiser, we will pay you
commissions and fees in accordance with the chloe + isabel
Pay/Incentive Program (“Pay Plan”) which is described in more
detail in Section VIII of the Manual. Upon acceptance of this
Agreement by us, once you begin placing orders with us on behalf of
your customers, you will be eligible to earn a commission calculated
as thirty percent (30%) of the purchase price of chloe + isabel
products you sell, excluding any chloe + isabel products you purchase
for personal use. You will be responsible for all costs and expenses
you incur in hosting Pop-up shops or marketing, promoting and selling
our products or recruiting other potential sales representatives. We
may unilaterally, upon 14 day written notice to you modify our Pay
Plan, by posting notice on our web site or otherwise giving you
notice at the email address or physical address you provide to use
when registering as a sales representative. As explained in the
Policies, we may pay earned commissions to you through a debit card,
in which case, in order to receive compensation, you will need to
agree to and accept the standard terms and conditions of the
applicable banking institution. chloe + isabel will make the final
determination as to the amount of commissions you will be paid based
on the orders you place with us.
4. Independent
Contractor Relationship: Under this Agreement, you will be one
of our Merchandisers to market and sell chloe + isabel products to
the public in the United States, U.S. Territories, and U.S. Military
Bases (“Territory”). This is a non-exclusive relationship and
chloe + isabel reserves the right to sell its products through other
sales channels. These sales channels may be authorized by chloe +
isabel to offer chloe + isabel products at alternate retail prices,
however, Merchandisers are only authorized to sell chloe + Isabel
products at retail prices set by chloe + isabel. You will be an
independent contractor and not our employee, joint venturer,
franchisee, partner, or agent. Accordingly, you will have no
authority to incur any debt, obligation or liability on behalf of us
– and you are not authorized to sign any contracts on our behalf.
We will pay you the fees we owe you, as explained above, but you will
be responsible for all self-employment (Social Security), income
taxes, and other reports required by your activities as a sales
representative. You agree to abide by all federal, state and local
laws applicable to your activities. You will, at your own expense,
file all reports and obtain any licenses that are required by law or
regulation for you to perform your activities under this Agreement or
the, holding, selling, or advertising of our products. You certify
to us that you are legally authorized to work in the Territory.
5. Restrictions:
Once you agree to the terms of this Agreement, you agree that you
will not do any of the following without our written consent, and
that it will be a material breach of this Agreement for you to:
make any
representations or warranties on behalf of chloe + isabel, other
than the ones contained in the chloe + isabel marketing and
promotional information we give you;
accept the
return of any of our products except as described in our Return
Policy that is part of the Procedures;
represent, sell
or promote, or display, directly or indirectly, any other line(s) of
jewelry, watches or belts, or any jewelry, watches or belts not
purchased directly from us; work for, be employed by, consult with
or be an advisor to any other direct selling jewelry company which
competes with the products and services of chloe + isabel, whether
or not you are paid for your services;
work for, be
employed by, consult with or be an advisor to any other direct
selling jewelry company which competes with the products and
services of chloe + isabel, whether or not you are paid for your
services.
sell our
products to or through retail stores, other fixed commercial
outlets, other e-commerce outlets, that may engage in selling
products at discounts or engage in wholesale sales (by way of
example, E-Bay, Amazon, Gilt Group, Etsy);
sell or resell
the chloe + isabel products at any price other than the retail
prices listed by chloe + isabel;
fail to follow
any of our policies and procedures, including the Manual and
Procedures;
directly, or
indirectly, including through a spouse or anyone else, sell, market,
solicit, show, or promote any other direct selling jewelry company’s
products or services to our other sales representatives;
solicit or
recruit prospective chloe + isabel sales representatives or
customers on behalf of any other company at a chloe + isabel Pop-up
shop (as described in the Manual), demonstration, or event or
conference;
show or sell
any of our products at a non-chloe + isabel trunk show or
demonstration, without chloe + isabel’s express written
authorization;
use any of our
intellectual property, products, printed or Web-based photographs,
marketing materials or forms, the Manual or Procedures, or our
registered name, prestige or drawing power together with or in
support of non- chloe + isabel activities or to solicit, show,
promote, market or sell any non- chloe + isabel products or services
without prior written permission from us;
promote chloe +
isabel or our products through unsolicited emails or SPAM; and
If you are
ranked at the Merchandise Manager rank or above (as defined in the
Manual), to directly or indirectly or on behalf of anyone else, sell
for, recruit for, manage or own any other direct sales company.
6. Ownership of
Intellectual Property: As between you and us, we own all
intellectual property rights in and to our products and materials,
and all designs, data, information or other content in our products
and materials (collectively the “Chloe and Isabel IP”). You
acknowledge that by agreeing to become a chloe + isabel Merchandiser,
you will not own or acquire any interest or right of any nature to
and in any intellectual property rights in our products or materials
and that you will not use any of our designs, except as specifically
authorized by us. During the term of this Agreement, you will be
granted a limited, non-exclusive license to use the Chloe and Isabel
IP for the sole purpose of marketing and selling the chloe and Isabel
products as described in the Manual. Upon the termination of this
Agreement, the license granted under this Agreement will terminate
immediately and you will return all Chloe and Isabel IP to us in
accordance with Section 13 below.
7. Orders and
Returns: We will have the right to accept or reject any order
submitted by you. If you submit an order submitted for products that
are no longer available in the quantities you ordered, we will have
to reject all or part of that order, and you will not be entitled to
receive compensation in connection with orders that we don’t accept
or in connection with products that are returned by customers. We
reserve the right to chargeback (debit) the amount of any commissions
paid to you on products that are returned by a customer for credit.
We reserve the right to discontinue any product at any time. You will
be solely responsible for any cash or checks tendered as payment to
you by customers for products and for providing cash refunds to such
customers in accordance with the chloe + isabel returns policy. All
orders you place with us are conditioned on the terms of this
Agreement being in full force and effect. We have no obligation to
accept any orders from you if we determine that this Agreement is not
effective for any reason, including the invalidity of your electronic
signature. You will be solely responsible for the payment of all
fees and charges for orders and any associated shipping fees, and, if
we have to take further action to collect any fees owed to us, you
will be responsible for our collection costs, attorney’s fees,
court costs and expenses in collecting those amounts
8. Prices: We
will set the retail prices for all of our products, and we may change
retail prices at any time. We will give you at least five (5) days'
prior written notice of increases in our retail prices, by posting
notice on our web site or otherwise giving you notice or otherwise
giving you notice via the Merchandiser Resource Center located in
your Merchandiser dashboard. Prices do not include shipping fees nor
applicable sales and use taxes. Prices charged for all products are
determined solely by us and you will not sell products at prices
other than the published retail prices for such products under any
circumstance, unless authorized by chloe + isabel in accordance with
a limited time promotion or discount offer.
9. World Wide Web
Restrictions: With our prior written approval, you will have the
opportunity to maintain a personalized page(s) on our web site, known
as a “Merchandiser Boutique” in accordance with the guidelines
described in the Manual. You further agree that it will be a
material breach of this Agreement if you do anything on the internet
in violation of our the chloe + isabel Terms of Service and Privacy
Policy as described in the Procedures.
10. Sales Tax:
You authorize us, on your behalf, to collect and remit to the proper
governmental agencies the applicable sales and use taxes in
connection with the sale of our products as permitted by this
Agreement.
11. Customer
Disputes: You are solely responsible for resolving disputed
charges, insufficient funds checks, and stop-payment checks from
customers who placed orders for chloe + isabel products with you as
their Merchandiser and paid for such orders with cash or check to
you. All disputed charges will be your responsibility. All refunds
and exchanges will be managed by chloe + Isabel in accordance with
the chloe + Isabel returns policy located at www.chloeandisabel.com.
12. Term and
Termination of this Agreement: The term of this Agreement will
begin upon our acceptance of this Agreement, and will continue until
terminated as described in this Section 12. This Agreement may be
terminated immediately: (a) by you for any reason upon written notice
to us; or (b) by us (i) for any reason upon written notice to you;
(ii) if you have not sold a minimum of one hundred dollars (U.S.
$100.00) in commissionable sales during any six- month period; or
(iii) if you are in breach of any of your obligations and/or
responsibilities described in this Agreement, the Procedures or the
Manual.
13. Events Upon
Termination of this Agreement: Upon termination of this
Agreement:
You will: (i)
within five days of termination pay all amounts due to us; (ii)
immediately stop representing yourself as a chloe + isabel
Merchandiser; and (iii) immediately become ineligible to receive any
compensation or benefits as a sales representative, except for
amounts that you earned before the termination date, less any
amounts you may owe chloe + isabel under this Agreement, the
Policies or the Manual. You will stop all use of the Chloe and
Isabel IP and Confidential Information and will stop holding Pop-up
Shops, classes, workshops and presentations or otherwise selling,
displaying, or offering for sale of our products.
You will
immediately return all Chloe and Isabel IP and Confidential
Information to us.
Only if we
terminate this Agreement without cause, you may elect to return the
Merchandiser Starter Kit (described in the Manual), and we will
refund you, within one year or termination, a pro-rated amount, for
all items you elected to return, provided that, (i) you must return
all items, including marketing materials in their original condition
in compliance with the Merchandiser Dashboard online instructions on
how to handle returns, and (ii) damaged or used items cannot be
returned. Any sample jewelry you may have purchased after the date
you purchased the Merchandiser Starter Kit and which is not required
for purchase as a Merchandiser, is not eligible for return.
14. Confidential
Information: Our “Confidential Information” means all of our
information that we mark as confidential or that should reasonably be
considered confidential based on the nature of the disclosure, and
includes, without limitation, our training manuals, training tapes
and/or CD-Roms, agreements, business forms, pricing or cost
information, knowledge as to sources, information concerning our
business, our manner of operation, our plans, processes or other data
and especially any information regarding chloe + isabel customers and
sales representatives, including, names, addresses, credit histories
and customer purchasing histories. You will keep all Confidential
Information in strict confidence. You will not use Confidential
Information except to perform your obligations under this Agreement,
and you will not disclose Confidential Information in any manner to
any third party except as set forth in this Agreement, without our
prior express written consent. You will use the same degree of care
in handling and safeguarding Confidential Information that you use in
handling and safeguarding your own confidential information, and in
any case, you will not use less than reasonable care. If you breach
the provisions of this Section 14, we will be entitled to pursue any
lawful remedies whether at law or equity including, but not limited
to, the remedies of injunction and specific performance.
15. Non-Solicitation:
You agree that during the term of this Agreement and for a period of
twelve (12) months following termination, you will not, for yourself
or on behalf of any other party, solicit, recruit or hire any of our
employees or sales representatives that is either under contract with
us or who has been under contract with us in the six months prior.
16. Disclaimer:
CHLOE + ISABEL DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND
WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, OF ANY
PRODUCTS INFORMATION PROVIDED UNDER THIS AGREEMENT. IN NO EVENT SHALL
CHLOE + ISABEL BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL,
SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING,
WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFIT, OR ANY OTHER
COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED THE
OBLIGATIONS DESCRIBED IN THIS AGREEMENT, HOWVER, CAUSED, REGARDLESS
OF THE THEORY OF LIABLITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF
CHLOE AND ISABEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABLITY FOR
PERSONAL INJURY, OR OF INCIDENTIAL OR CONSEQUENTIAL DAMAGES, SO THIS
LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL CHLOE AND
ISABEL’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY
BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY,
EXCEED THE LESSER OF TWO HUNDRED FIFTY DOLLARS (U.S.$250.00) OR THE
VALUE OF THE PRODUCTS WHICH ARE THE SUBJECT OF THE DISPUTE. THE
FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY
FAILS ITS ESSENTIAL PURPOSE.
17. Limitation on
Claims: You agree that any claim or lawsuit filed by you relating
to this Agreement or services as a Merchandiser must be filed within
six (6) months of the conduct or event giving rise to the claim or
lawsuit. You waive any statutes of limitations providing for a
longer period to bring a claim or lawsuit.
18. Indemnity:
You will indemnify and hold us, our licensors and subsidiaries,
affiliates, officers, directors, employees, attorneys and agents
harmless from and against any and all claims, costs, damages, losses,
liabilities and expenses (including attorneys' fees and costs)
arising out of or in connection with a third party claim arising from
your acts or omissions or any violation by you of this Agreement.
(By way of example only, you will indemnify chloe + isabel against
any such as claims for cash refunds asserted by your customers for
whom who purchased chloe + isabel products through your personal
credit card.)
19. Remedies:
In the event of any breach, violation or evasion of this Agreement
by you, you agree to pay all our costs to enforce or protect our
rights, including all reasonable attorney fees and court costs.
20. No Waiver:
Failure by you or us to insist upon or enforce any of our rights
will not be considered a waiver of those rights.
21. New York Law:
This Agreement will be governed, construed and enforced under the
laws of the State of New York, without giving effect to conflicts of
laws principles.
22. Entire
Agreement: The terms and conditions of this Agreement, together
with the Manual and Procedures, represent the entire agreement
between us and will supercede any other representations, discussions,
prior understandings or agreements between us. No oral modification
will be binding upon us, and except as otherwise expressly provided
in this Agreement, any modification must be in writing and signed by
both of us.
23. Severability:
If any item of this Agreement is determined to be invalid or
unenforceable, the remaining provisions will be unaffected.
24. Conflict:
In the event of any conflict between a provision of this Agreement
and the Manual or Procedures, the provision of the Manual or
Procedures most recent in time will govern.
25. Dispute
Resolution: All disputes, claims, or controversies arising out
of or relating to this Agreement that are not resolved by mutual
agreement may be resolved by binding arbitration in accordance with
the Commercial Arbitration Rules of the American Arbitration
Association, and judgment upon the award rendered by the arbitrator
may be entered in any court having jurisdiction thereof. Unless
otherwise agreed by the parties, arbitration will be held in New
York, NY before a single arbitrator mutually agreed upon by the
parties, or if the parties cannot mutually agree, a single arbitrator
appointed by the American Arbitration Association (“AAA”) and
will be conducted in accordance with the rules and regulations
promulgated by AAA. The arbitration must commence within forty-five
(45) days of the date on which a written demand for arbitration is
filed by either party. The arbitrator's decision and award shall be
made and delivered within sixty (60) days of the conclusion of the
arbitration and within three (3) months of the selection of the
arbitrator. The arbitrator will not have the power to award damages
in excess of the limitation on actual compensatory, direct damages
set forth in the Agreement and may not multiply actual damages or
award punitive damages or any other damages that are specifically
excluded under the Agreement, and each party hereby irrevocably
waives any claim to such damages. The arbitrator may, in his or her
discretion, assess costs and expenses (including the reasonable legal
fees and expenses of the prevailing party) against any party to a
proceeding. Any party refusing to comply with an order of the
arbitrator will be liable for costs and expenses, including
attorneys' fees, incurred by the other party in enforcing the award.
The provisions of this arbitration section will be enforceable in any
court of competent jurisdiction.
chloe
+ isabel merchandiser agreement
v.
december 2012
