Chloe + isabel Sales Representative Agreement
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chloe + isabel Sales Representative Agreement
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
CHLOE + ISABEL MERCHANDISER AGREEMENT
V. DECEMBER 2012
-1-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:
(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) 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;
(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 Terms of Service and Privacy Policy; and
(j) 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
CHLOE + ISABEL MERCHANDISER AGREEMENT
V. DECEMBER 2012
-2-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:
(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,
CHLOE + ISABEL MERCHANDISER AGREEMENT
V. DECEMBER 2012
-3-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;
(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, 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);
(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; 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.
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.
CHLOE + ISABEL MERCHANDISER AGREEMENT
V. DECEMBER 2012
-4-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
CHLOE + ISABEL MERCHANDISER AGREEMENT
V. DECEMBER 2012
-5-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:
(a) 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.
(b) You will immediately return all Chloe and Isabel IP and Confidential Information to us.
(c) 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
CHLOE + ISABEL MERCHANDISER AGREEMENT
V. DECEMBER 2012
-6-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.
CHLOE + ISABEL MERCHANDISER AGREEMENT
V. DECEMBER 2012
-7-20. 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
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