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Merchandiser Agreement + Conditions
Merchandiser Agreement & Conditions
Chloe + Isabel Independent Merchandiser Agreement
PLEASE READ CAREFULLY THE TERMS OF THIS INDEPENDENT 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, LLC INDEPENDENT SALES REPRESENTATIVE (HEREINAFTER REFERRED TO AS A "INDEPENDENT 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, (3) YOU RESIDE IN THE UNITED STATES, PUERTO RICO, APO OR FPO AND (4) YOU ARE AUTHORIZED TO WORK IN THE UNITED STATES.
IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT, OR IF YOU DO NOT MEET THESE CRITERIA, YOU CANNOT BECOME AN INDEPENDENT MERCHANDISER AND YOU MUST CLICK ON THE “CANCEL” BUTTON.
YOU AGREE THAT WHEN YOU CLICK “I AGREE TO BECOME A CHLOE AND ISABEL INDEPENDENT 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.
Set forth below are the terms and conditions governing the relationship between each independent sales representative (hereinafter referred to as an “Independent Merchandiser”) and Chloe + Isabel LLC (hereinafter referred to as “Chloe + Isabel” or the “Company”).
1. Independent Merchandiser’s Rules and Responsibilities: As one of our Independent Merchandisers, you will promote and sell our products. You agree to:
(a) 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;
(b) present our products in a truthful and sincere manner and not engage in any activity or action that may damage our reputation, the reputation of our products, or the reputation of the Company’s affiliates;
(c) 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;
(d) purchase the Starter Kit from us, via an order submitted to us accompanied by a credit card charge, for the full amount due;
(e) place orders from your customers for Chloe + Isabel products with the Company via an order submitted to the Company accompanied by credit card charge for the full amount due, including shipping charges;
(f) allow the Company to release your name and telephone number in response to a customer’s request for a Chloe + Isabel Independent Merchandiser in their area;
(h) comply with any changes to this Agreement that may be made by us.
You must immediately inform Chloe + Isabel in writing in the event of a suspected or actual breach, loss or unauthorized access, use or disclosure of PII, and you agree to cooperate with Chloe + Isabel in addressing any such breach or suspected breach, loss or unauthorized access or use.
You agree to immediately inform Chloe + Isabel if a customer requests access to his/her PII, requests information about disclosure of her/his information to a third party, or complains about the privacy, use or handling of his/her information. You agree to cooperate with Chloe + Isabel in response to any such requests.
You agree to promptly destroy all hard copies of PII that you no longer need to provide services and to promptly destroy all PII of any customer who informs you that she/he wishes to delete their account and/or end their relationship with Chloe + Isabel. You agree to reimburse Chloe + Isabel for legal fees and costs relating to enforcement of the terms of this paragraph.
3. Selling at Physical Locations: In performing services as an Independent Merchandiser, you may sell our product in a variety of locations. 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. As an Independent Merchandiser, you, and not Chloe + Isabel, will be entirely responsible for any liabilities, claims, costs, expenses or damages arising from any on-site sale you conduct.
4. Compensation: In consideration for your services as an Independent Merchandiser, we will pay you commissions in accordance with the Chloe + Isabel Career Plan. We may unilaterally, upon 10-day written notice to you, modify our Career Plan by posting notice in the online back office or otherwise giving you notice at the email address or physical address you provide to us when registering as a sales representative. We pay all Independent Merchandisers through ACH Direct Deposit. In order to receive compensation, you will need to provide the Company with valid bank account and routing information. Chloe + Isabel will make the final determination as to the amount of commissions you will be paid based on the orders you place with the Company and you agree to accept such determination.
5. Independent Contractor Relationship:Under this Agreement, you will be an Independent Merchandiser authorized to market and sell Chloe + Isabel products to the public in the United States, Puerto Rico, 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, as an Independent Merchandiser you 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 venture, franchisee, partner or agent. Accordingly, you will have no authority to incur any debt, obligation or liability on behalf of the Company, and you are not authorized to sign any contracts or make any representations or commitments on our behalf. We will pay you the commissions we owe you, as explained above, but you will be responsible for all self-employment (Social Security), income taxes and other reports and taxes required by your activities as an Independent Contractor. You agree to abide by all federal, state and local laws applicable to your activities, including all applicable data privacy laws. 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 the Company that you are legally authorized to work in the Territory.
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”). Additional provisions related to intellectual property may be found in the Policies & Procedures.
7. Independent Merchandiser Content Grant. You hereby grant the Company permission to use and reproduce any photographs, images, voice, name, personal information, website postings, social media content or data uploaded to the internet related to you, created by you or containing any form of likeness with you (collectively “Content”) in all forms and media including composite or modified representations for all purposes, including marketing and commercial purposes throughout the world and in perpetuity. You acknowledge and understand that the term “Content” used herein includes Content that is in both physical and digital form and that such Content may be seen by members of the general public, in addition to those persons who regularly visit our website. You hereby grant to Chloe + Isabel a non-exclusive, worldwide, royalty-free license to use any Content and derivative works of any Content in connection with our business, including the marketing and promotion thereof, and you waive the right to inspect or approve any versions of any Content used at any time by us, including any words, descriptions, data or images that may accompany such Content. You understand and accept that you will not be compensated for the grant contained in this Section 7 or for any use of any Content by the Company and you hereby waive any rights you may at any time have to any such compensation. You agree that you will not, at any time, create, distribute or otherwise make available any Content that directly or indirectly violates any rights of any third-party.
8. Orders and Returns: We will have the right to accept or reject any order submitted by you. If you submit an order for products that are no longer available in the quantities you ordered, we will reject all or part of that order. 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 the Company 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. You acknowledge and accept that there are certain restrictions on, and exclusions from, our returns policy as described in the Policies & Procedures.
9. Repurchase of inventory upon termination of Independent Merchandiser’s relationship with Chloe + Isabel:: Chloe + Isabel will repurchase undamaged, marketable inventory, promotional materials, sales aids, tools and kits which you purchased from the Company as an Independent Merchandiser in the 12 months prior to the termination of your relationship with Chloe + Isabel at a price equal to 90 percent of your original net cost less any appropriate set-offs, including those that are subject to dispute between you and the Company. This repurchase commitment does not include seasonal, discontinued or special promotion products which are no longer available for sale at the time of the buy-back.
10. 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 Independent Merchandiser and paid for such orders with cash or check to you. All disputed charges will be your responsibility. All refunds and exchanges of products made directly through the Company will be managed by Chloe + Isabel in accordance with the Chloe + Isabel returns policy located at www.chloeandisabel.com as may be updated from time to time.
11. 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 agreement or the Policies & Procedures.
12. 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 are either under contract with the Company or who have been under contract with the Company in the six months prior.
13. Disclaimer and Limitation of Liability: 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 OR INFORMATION PROVIDED UNDER THIS AGREEMENT. IN NO EVENT SHALL CHLOE + ISABEL BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE 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, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF CHLOE AND ISABEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CHLOE + 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. THE FOREGOING LIMITATIONS APPLY TO THE MAXIMUM EXTENT ALLOWABLE BY LAW.
14. Disputes. All disputes relating to your activities or status as an Independent Merchandiser must be filed in accordance with the Dispute Resolution process contained in the Policies & Procedures within six (6) months of the conduct or event giving rise to the claim. You waive any statutes of limitations providing for a longer period to bring a claim. You further waive any claims that you may at any time have with respect to any use of any Content, including any claims for compensation related thereto.
15. Indemnity and Release: You will indemnify and hold us, our licensors and subsidiaries, affiliates, officers, directors, employees, attorneys, representatives and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) (i) arising out of any breach or violation by you of the terms of this Agreement or (ii) in connection with any 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 claims for cash refunds asserted by your customers that purchased Chloe + Isabel products directly from you.) Additionally, you hereby release us, our licensors and subsidiaries, affiliates, officers, directors, employees, attorneys, representatives and agents from any claims that may arise regarding the use of your Content, including any claims of defamation, invasion of right to privacy, infringement of moral rights, rights of publicity or personality, or copyrights. Additional indemnities and releases are included in the Policies & Procedures.
16. Remedies: In the event of any breach, violation or evasion of this Agreement by you, you agree to comply with the Dispute Resolution provisions contained in the Policies & Procedures.
17. No Waiver: Failure by you or the Company to insist upon or enforce any of our rights will not be considered a waiver of those rights.
18. 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. You hereby irrevocably consents to the dispute resolution provisions set forth in the Policies & Procedures, as the same may be modified from time to time by Chloe + Isabel.
19. Entire Agreement: This Agreement, together with the Policies & Procedures, the Career Plan and the Privacy Plan represent your entire agreement regarding your affiliation with the Company, and will supersede 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.
20. Severability: If any item of this Agreement is determined to be invalid or unenforceable, the remaining provisions will be unaffected.
21. Conflict: In the event of any conflict between a provision of this Agreement and the Policies & Procedures, the provision or Policies & Procedures most recent in time will govern. You represent and warrant that your execution of this Agreement will not in any way violate any third-party agreement to which you are a party or otherwise breach or conflict with any obligation that you have with, or duty that you owe to, any third-party.
22. Dispute Resolution: Dispute Resolution provisions are included in the Policies & Procedures.
23. 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.
24. Notice and Electronic Communications. All notices, requests, claims, demands and other communications from you to Chloe + Isabel in connection with this Agreement or otherwise relating in any way to you as an Independent Merchandiser shall be in writing, signed by you or an authorized representative and sent to Chloe + Isabel at 155 44 th Street, S.W., Grandville, Michigan 49418. With respect to any notices, requests, claims, demands and other communications from us, you acknowledge that sending written notice may be impractical and you therefore agree that Chloe + Isabel may communicate with you by delivery in person, by courier service, by mail, by facsimile, by electronic mail, by phone, by text message or by our website, in each case, at the sole discretion of Chloe + Isabel and to the address or contact information that we have for you in our records. You hereby acknowledge and agree that our posting any notice or information to our website shall constitute notice and delivery for so long as you reasonably have the ability to access our website. You further agree to provide Chloe + Isabel with your full and correct contact information upon execution of this Agreement and agree to update this information on your Chloe + Isabel online back office page should any such contact information change. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver. By selecting the “I Accept” button, you agree that your electronic signature is the legal equivalent of your manual signature on this Agreement and that you have accessed, reviewed and accepted the terms of the consent and notice regarding electronic communications that is available on our website. You also agree that no certification authority or other third party verification is necessary to validate your e-signature and that the lack of such certification or third party verification will not in any way affect the enforceability of the terms of this Agreement. If Chloe + Isabel chooses to communicate with you via our website, via your mobile phone, via e-mail or via other electronic means, you acknowledge and agree that you will be solely responsible for any fees that your provider or any third party charges for SMS, data services, etc. If you do not consent or at any time withdraw your consent to receive electronic communications from us, we reserve the right to terminate this Agreement.