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Merchandiser Terms + Conditions

Merchandiser Terms & Conditions

Effective 10/25/16

Chloe + Isabel Sales Representative Agreement

IMPORTANT NOTICE

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, (3) YOU RESIDE IN THE UNITED STATES, 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 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 retail destination designed to please all of the Chloes and Isabels out there! chloe + isabel, Inc. ("chloe + isabel", "Chloe + Isabel", "Chloe and Isabel", "we" or "us") was created to provide a financial opportunity for fashion-loving, tech-savvy, entrepreneurial individuals 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 (a) our Training Manual ("Manual"), (b) the disclosures and policies available on our website at www.chloeandisabel.com ("Policies") and (c) the policies and procedures posted on the Merchandiser Resource Center or otherwise made available to you (collectively with the Policies, "Procedures"), in each case as may be in amended and updated from time to time, 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 ("Merchandiser’s Services"). You will receive a fee from Chloe + Isabel when you sell Chloe + Isabel products (excluding products you purchase yourself). The fee structure is described in more detail in the Manual. Please refer to 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 Procedures and the Manual. You acknowledge that we may change the Procedures and the Manual from time to time, and you agree to comply and follow any changes. You also 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 to not engage in any activity or action that may damage our reputation or the reputation of our products;

(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 (as described in the Manual) 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 us via an order submitted to us accompanied by credit card charge for the full amount due, plus applicable shipping charges;

(f)   [intentionally left blank]

(g)   allow us to release your name and telephone number in response to a customer’s request for a Chloe + Isabel Merchandiser in the area;

(h)   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;

(i)   comply at all times with the Chloe + Isabel Procedures, Terms of Service and Privacy Policy, the terms of which are incorporated by reference; and

(j)   comply with any changes to this Agreement that may be made by us.

2.              Privacy of Customer Information: As a Merchandiser, you will receive, collect, use and store Personally Identifiable Information of customers, including names, email addresses, phone numbers, and postal addresses. You have a legal obligation to secure and protect all Personally Identifiable Information collected from customers via an order form or otherwise, in compliance with the terms and conditions of the Chloe + Isabel Privacy Policy, our policies and procedures, this Agreement, and in compliance with applicable law. This means that all hard copies of customer information must be kept in a secure, locked file which may be accessed only by you. All customer information in electronic form must be password protected. Any customer information on a laptop or mobile device, including a thumb drive, must be encrypted.

When you end your services as a Merchandiser, all customer information must be securely destroyed and/or returned to Chloe & Isabel. You may not share, disclose, store or use customer information for any purpose other than to provide Chloe & Isabel services, merchandise and information and as requested by the customer. Any use, storage, disclosure or access of a customer’s Personally Identifiable Information for any other purpose or 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.

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 customer Personally Identifiable Information, and you agree to cooperate with Chloe & Isabel in addressing any 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 Personally Identifiable Information, requests information about disclosure of her/his information to 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 and securely shred all hard copies of Customer Personal Information that you no longer need to provide services and to promptly and securely delete and destroy all Personally Identifiable Information 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.             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.

4.             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 between twenty-five and forty percent (25-40%) of the purchase price of Chloe + Isabel products you sell, excluding any Chloe + Isabel products you purchase for personal use. The exact percentage of earned commission is based on sales volume thresholds that may be modified over time. 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 (each of whom you agree to require to apply to be a sales representative with us). We may unilaterally, upon 10-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. We pay all Merchandisers through ACH Direct Deposit. In order to receive compensation you will need to provide us 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 us and you agree to accept such determination.

5.             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 and the following other locations: Australia, Belgium, Canada, Chile, China, Costa Rica, Dominican Republic, France, Germany, Hong Kong, Ireland, Italy, Japan, Kuwait, Mexico, Netherlands, New Zealand, Philippines, Russia, Saudi Arabia, Singapore, South Korea, Sweden, Switzerland, Thailand, UAE, and the UK. ("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 venture, 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, and you agree to abide by 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 us that you are legally authorized to work in the Territory.

6.             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:

(a)   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;

(b)   accept the return of any of our products except as described in our Return Policy that is part of the Procedures;

(c)   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;

(d)   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;

(e)   sell our products to or through retail stores, other fixed commercial outlets or any e-commerce outlets (by way of example, E-Bay, Amazon, Gilt Group, Etsy);

(f)   sell or resell the Chloe + Isabel products at any price other than the retail prices listed by Chloe + Isabel;

(g)   fail to follow any of our policies and procedures, including the Manual and Procedures;

(h)   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;

(i)   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;

(j)   show or sell any of our products at a non-Chloe + Isabel trunk show or demonstration, without Chloe + Isabel’s express written authorization;

(k)   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;

(l)   promote Chloe + Isabel or our products through unsolicited emails or SPAM or otherwise violate any state or federal laws regulating electronic communications; and

(m)  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.

(n)  Use, disclose or share customer Personally Identifiable Information in a prohibited or unauthorized manner.

7.             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 or 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. You also agree that you will not at any time incorporate or permit to be incorporated any Chloe and Isabel IP into any products or designs of yours or of any third-party or otherwise use the Chloe and Isabel IP for the purposes of developing a competing product. During the term of this Agreement, you will be granted a limited, revocable, non-exclusive, non-transferable 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 (the "License"). We have the right to limit or restrict the License at our sole discretion or to otherwise provide you with guidelines regarding how you use the Chloe and Isabel IP, in each case, as a supplement to any limitations or restrictions contained in the Manual. Upon the termination of this Agreement, the License will terminate immediately and you will return all Chloe and Isabel IP to us in accordance with Section 14 below. We reserve all rights, title and interest in and to the Chloe and Isabel IP not otherwise expressly granted in connection with the License and you agree that we shall own all rights, title and interest in and to any improvements, modifications, refinements, or enhancements to the Chloe and Isabel IP, even if such changes result from input, feedback, requests or ideas generated by you (it being understood that you hereby transfer and assign to Chloe and Isabel all rights, title, and interest that you may have in and to such changes).

8.               Merchandiser Content Grant. You hereby grant us 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 and 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 us and you hereby waive any rights you may at any time have to any such compensation. You may revoke the permission to use your Content by providing us with written notice consistent with Section 27, provided, however, that you accept and agree that (a) any such revocation will only apply to the use of Content that occurs thirty days after the date that we receive your written notice so that we have adequate time to process such notice, (b) any such revocation will not apply to any action taken in reliance of the grant contained in this Section 7 prior to the expiration of such thirty day period and (c) any such revocation will not apply to, or in any way alter, the perpetual worldwide license granted in this Section 7 with respect to any Content that does not personally identify you. 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.

9.             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. You acknowledge and accept that there are certain restrictions on, and exclusions from, our returns policy as described in the Procedures. You may elect to return the Merchandiser Starter Kit (described in the Manual) within thirty days from the effective date of this Agreement and we will refund you 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. You acknowledge and understand that, consistent with the Chloe + Isabel returns policy, under no circumstances are you able to return the Merchandiser Starter Kit after thirty days from the effective date of this Agreement.

10.             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 as set forth in Section 27 below or via the Merchandiser Resource Center located in your Merchandiser dashboard. Prices do not include shipping fees or 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.

11.             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 the Chloe + Isabel Terms of Service and Privacy Policy as described in the Procedures, and if you make any unauthorized use or disclosure of any customer’s Personally Identifiable. Information.

12.             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.

13.             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 as may be updated from time to time.

14.             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 13. 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.

15.             Events Upon Termination of this Agreement: Upon termination of this Agreement, you will: (i) immediately return all Chloe and Isabel IP and Confidential Information to us, and certify to such return in writing if requested by use, (ii) within five days of termination pay all amounts due to us; (iii) immediately stop representing yourself as a Chloe + Isabel Merchandiser; and (iv) 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 Procedures or the Manual. You further understand and agree that upon termination of the Agreement, you will immediately 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 any of our products. You further understand and agree that you will immediately stop making any use or disclosure of customer Personally Identifiable Information.

16.             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 or otherwise use any Confidential Information 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 15, we will be entitled to pursue any lawful remedies whether at law or equity including, but not limited to, enforcing this Agreement by injunction or specific performance, without bond and without prejudice to any other rights and remedies that we may have.

17.             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.

18.             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 OR 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, HOWEVER, 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.

19.             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. 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.

20.             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 through your personal credit card.) 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.

21.             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.

22.             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.

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.             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.

25.             Severability: If any item of this Agreement is determined to be invalid or unenforceable, the remaining provisions will be unaffected.

26.             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. 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.

27.             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.

28.             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 your service as a Merchandiser shall be in writing, signed by you or an authorized representative and sent to Chloe + Isabel at 122 Hudson Street, 6th floor New York, New York 10013. 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 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 to update Chloe + Isabel in writing 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.