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Before you may continue with your application, please review the terms and conditions of the Hairstory Hairdresser Agreement and Policies and Procedures located below.
This HAIRSTORY STYLIST AGREEMENT (this “Agreement”) is made and entered into as of the 21st day of January, 2018 (the “Effective Date”), by and between Hair Ventures, LLC, a Delaware limited liability company, (together with its subsidiaries whether currently existing or hereafter acquired or formed, the "Company"); and _______ _______(“Stylist”). The Company and Stylist may be referred to collectively as the Parties.
1. Term and Termination. This Agreement shall begin on the Effective Date and shall be effective until the earlier of:
a. The Company terminates this Agreement by written notice to Stylist and such termination shall become effective 30 days after delivery of such notice; provided, however, that the Company may terminate the Agreement effective immediately in the event Stylist breaches this Agreement.
b. The Company terminates this Agreement upon written notice to Stylist if the Company ceases operations or sells all or substantially all of its assets.
c. This Agreement automatically terminates, without any notice or other action required by the Company or Stylist, if neither the Stylist nor any of the Stylist’s clients make a monthly product purchase of any Products, excluding any initial purchase.
d. Stylist terminates this Agreement by providing written notice to the Company of its intent to terminate this Agreement and such termination shall become effective 30 days after delivery of such notice.
The period beginning on the Effective Date and ending upon the date the termination of this Agreement becomes effective shall be the ‘Term”. All compensation, benefits and commissions payable hereunder, if any, shall cease as of the effective date of termination, and be prorated as necessary; provided; however, that the provisions of paragraphs 6-18 shall survive termination.
2. Activities. Stylist shall perform any of the following sales and recruiting activities pursuant to this Agreement:
a. Stylist may purchase Products (“Stylist Inventory”) directly from the Company at the official “Wholesale Price” (as defined in the Commission Rules) applicable to the Product. Stylist may sell Stylist Inventory at a prices determined by the Stylist, provided however, that the price for a Product shall not exceed the ”Retail Price” as defined in the Commission Rules) applicable to the Product.
b. Stylist may also market Products for sale by the Company to clients of the Company or the Stylist (any such Products sold by the Company, the “Commissioned Products”), which products are purchased from the Company and not from Stylist Inventory. Sales made to a Star Client must be made through the Fan Club Program to be considered Commissioned Products. Any Product purchased by a Star Client outside of the Fan Club Program is considered, in reference to such Star Client Hairdresser’s Stylist, a “Second Level Star Client Sale.” If Stylist, through sales of Commissioned Products or from Stylist Inventory, meets the “Minimum Monthly Purchase” amount, then the Stylist will be qualified as an Active Hairstory Stylist.
c. Stylist may recruit clients to become Active Hairstory Clients. An “Active Hairstory Client” is a client who purchases Product in any ninety (90) day period and/or a client who is registered and active in the Fan Club Program (Auto-ship).
e. Stylist may recruit clients to become Star Clients. A “Star Client” is a client who executes and delivers a Star Client Agreement with the Company and has recruited currently Active Hairstory Clients.
f. Stylist may recruit other individuals to act as stylists (any such recruited stylist shall be considered one of Stylist’s “downstream” stylists). If Stylist recruits any stylist who becomes qualified in any month as an Active Hairstory Stylist, then Stylist will be qualified as a Star Hairstory Stylist. As part of recruiting prospective stylist, Stylist must pay shipping & handling fees to send a bottle of New Wash to said prospective stylist. The Company will provide said bottle of New Wash gratis, provided Stylist has fully registered the prospective stylist in the Company’s reporting system. The prospective stylist must trial the New Wash product for two weeks before becoming and Active Stylist.
3. Compensation. Stylist acknowledges and agrees that Stylist shall not be entitled to any consideration from the Company regarding Stylist Inventory. In addition, Stylist acknowledges the Rules and Definitions for Hairstory Commissions set forth in Appendix A that will be applicable to all employees, consultants and third party contractors involved in the sale of the Products from time to time as may be amended and notified to Stylist in writing from time to time (the “Commission Rules”). In consideration of the Services performed by Stylist, the Company agrees to pay the following compensation (the “Commission”):
a. First-Level Commission. Stylist will be paid twenty-five (25%) percent of any sales on Commissioned Products where the sale was initiated by Stylist (“First-Level Commission”).
b. Second-Level Commission. Stylist will be paid twelve and one-half (12.5%) percent of any sales of Products made by or on behalf of Stylist to Active Hairstory Clients who were recruited by Stylist’s downstream stylists (“Second-Level Commission”).
c. Star Client Inventory. Stylist will be paid seventeen and one-half (17.5%) percent of any sales of Products made by or on behalf of Star Clients who were recruited by Stylist (“Second-Level Star-Client Commission”).
For the avoidance of doubt, if a Stylist earns a Commission with respect to the sale of a Product, Stylist shall only be entitled to one type of Commission (e.g. a First-Level Commission, Second-Level Commission or a Second-Level Star-Client Commission). Stylist and the Company shall work in good faith to resolve any dispute regarding the nature or type of Commission payable to Stylist.
4. Payment. Commission payments to Stylist will be made on the second Monday of each month following the month during which Stylist closed the sales resulting in the earned Commission payment (the “Payment Date”). If the Payment Date falls on a state or Federal holiday, then the Payment Date will be the next business day of that month. If the Stylist chooses he/she can receive commission payout as a credit on Hairstory.com to offset future purchases.
5. Other Terms. The following restrictions apply to the Business and Service of the Stylist:
a. Upon registering as a Stylist, Stylist must also complete an initial purchase of Product (the “Initial Purchase”). Stylist will receive with the Initial Purchase a complimentary back bar and free shipping for the entire order.
b. Stylist may not change the upstream Stylist who recruited Stylist to the Company without first terminating this Agreement and refraining from any activity with the Company for a full year, including making any purchases from the Company.
c. If Stylist terminates this Agreement and then chooses to re-register as a Stylist, Stylist will be required to make the Initial Purchase at that time.
d. Stylist may not transfer any client to another Stylist, and no client can receive a transfer to any other Stylist.
e. If Stylist or any downstream Stylist, regardless of how many levels down, terminates this, or their respective Agreement, such terminating Stylist’s downstream will not be compressed up to fill the gap.
f. If Stylist sells any Product from the Stylist Inventory, then Stylist will not receive a commission on that sale, aside from the Commission payment already allowed from the Direct Purchase. All purchases from Stylist Inventory will be completed using the Company inventory and payment system which will allow new clients to register with the Company and for the Company to send new Product to Stylist to cover the Stylist Inventory reduction.
g. The Fan Club Program is a program that will be highly customized for each individual user and will allow them to set up regular recurring Product purchases and varying intervals of time.
h. Stylist may have downstream Stylists, Clients and Ambassadors located anywhere in the United States.
i. Stylist may not sell Products to any distributor or reseller who is not a client, Active Hairstory Client, Star Client or other individual, company or agent who is party to a contract with the Company regarding the sale of Products.
6. Representations, Warranties and Covenants of Stylist. Stylist makes the following representations and warranties:
a. By entering this Agreement, Stylist is not violating any noncompete, nonsolicitation, confidentiality or other agreements, whether written, verbal or implied between the Stylist and any third party.
b. Stylist is not bringing and will not use any confidential information or trade secrets of any third parties as a Stylist of the Company.
c. To Stylist’s knowledge, Stylist is not a party to any litigation, judgment, order, dispute, claim, or potential claim which would prevent Stylist from entering this Agreement.
d. To Stylist’s knowledge, Stylist is not a party to any litigation, judgment, order, dispute, claim, or potential claim with any company or organization.
7. Relationship of the Parties. Nothing herein contained shall be deemed or construed by the Parties hereto, or by any third party, as creating the relationship of a principal and agent, employer/employee, or a partnership, or a joint venture between the parties hereto, it being expressly understood and agreed that neither the method or computation of compensation nor any provision contained herein, nor any actions of the parties hereto shall be deemed to create any relationship between the parties hereto other than the relationship of an independent contractor.
8. Confidential Information; No Ownership of IP. During the Term of this Agreement and thereafter, Stylist will not use (except to the extent required in connection with his retention hereunder), disclose, divulge, or communicate to any person or entity, for any purpose or reason whatsoever, any confidential information or trade secrets of the Company (or its subsidiaries or affiliates), including without limitation, compensation plans, product ideas, Company sales and marketing tools, Stylist lists and information, designs, plans, secret processes, personnel information, inventions, know-how, supplier lists, patent information, computer programs, data bases, formulas, developmental or experimental work, original works of authorship, business plans, and other technical data (“Confidential Information”) which has been specifically designated as Confidential Information, unless such information (a) becomes generally available to the public through no act of Stylist or (b) is not acquired, directly or indirectly, from the Company or other sources under an obligation of confidentiality. Stylist acknowledges and agrees that any and all information and documents specifically designated as Confidential Information Stylist receives during the Term of this Agreement on any of these matters will be received in strict confidence. The Parties acknowledge the nationwide and international application of technology and trade secrets developed by the Company and therefore agree that the restrictions herein will apply nationwide and throughout the world. Stylist acknowledges and agrees that all intellectual property associated with the Products and the Company is owned by the Company and Stylist has no right, interest or title thereto.
9. Remedies. If any action, suit, or proceeding is brought or taken by either party to enforce its rights and protection under this Agreement because of a breach or threatened breach by the other Party of any provision herein, the breaching party shall reimburse the prevailing party for all costs and expenses arising from such action, suit, or proceeding, including reasonable attorneys’ fees.
10. Equitable Remedies. Stylist acknowledges that a breach of a representation, warranty or covenant contained in Paragraphs 6 or 12 of this Agreement will cause irreparable damage to the Business and the Company, the exact amount of which will be difficult to ascertain, and that any remedy at law for any such breach will be inadequate. Accordingly, Stylist agrees that if he breaches or threatens to breach any representation, warranty or covenant contained in Paragraphs 6 or 12, then the Company will be entitled to injunctive relief, without posting bond or other security, in addition to any and all other remedies available to the Company at law or in equity. No action hereunder by the Company will constitute an election to forego any other remedies available to the Company.
11. Indemnification. Stylist agrees to indemnify, defend, and hold harmless Company, its affiliates, subsidiaries, agents and employees from any and all claims, demands, judgments, damages, losses, liabilities, and costs, including reasonable attorneys’ fees arising from or in connection with any claims caused by the following: (i) acts or omissions of Stylist; (ii) any action or claim brought by any third party as a result of any misrepresentation or breach of any representation, warranty or covenant made by Stylist to the Company; (iii) breach of any agreement with any third party; or (iv) Stylist’s breach of this Agreement. In the event of any future litigation or claim brought against Stylist, the Company agrees to cooperate with the Stylist’s defense, but Stylist will be solely liable for any and all of its attorney fees and costs associated with the defense of any such claim or lawsuit.
12. Confidentiality of Agreement. The Parties agree to hold this Agreement and its terms in strict confidence. Stylist acknowledges, represents and warrants that they will keep all terms and conditions of this Agreement, including, without limitation, the amount of compensation paid by the Company, confidential and that such shall not be disclosed by Stylist or Company to any person or entity, except to a court of competent jurisdiction when required by law, to any department, agency, or representative of the United States and/or any other government department, agency or entity, as required by law, and/or any person, entity, company, corporation or organization requiring such information to comply with tax laws or claiming an interest in or lien on the consideration tendered by the Company under this Agreement. Stylist may disclose the terms and conditions of this Agreement to Stylist's attorney and financial advisors. Company may disclose the terms and conditions of this Agreement to the Company’s Board of Managers, attorneys, financial advisors, lenders and potential sources of debt or equity financing (together with their advisors). Stylist and Company agree to inform these individuals of the confidential nature of this Agreement and instruct those individuals not to discuss this Agreement.
13. Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined in state or federal court in the State of New York, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in New York, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
14. Severability. If and to the extent that any court of competent jurisdiction holds any provision or any part hereof to be invalid or unenforceable, such holding shall in no way effect the validity of the remainder of this Agreement.
15. No Assignment. This Agreement may not be assigned by Stylist without the written consent of the Company, and any such attempted assignment shall be void and of no effect.
16. Notice. All notices, requests and other communications under this Agreement must be in writing and must be mailed by registered or certified mail, postage prepaid, and return receipt requested, or delivered by hand to the Party to whom such notice is required or permitted to be given.
17. Waiver. No failure by either Party to insist upon the strict performance of any covenant, duty, agreement, or condition of this agreement, or to exercise any right or remedy upon the breach thereof shall constitute a waiver of any breach of this Agreement.
18. Entire Agreement. This Agreement is the final, complete, and exclusive Agreement of the Parties with respect to the subject matter set forth herein. All prior discussions, negotiations, communications and preliminary agreements are merged herein. No modification of, or amendment to this Agreement, nor any waiver of any rights under this Agreement will be effective unless in writing and signed by the Parties to be charged. The terms of this Agreement will govern the relationship of the Parties.
All rules and definitions are subject to change by Hair Ventures LLC (DBA Hairstory) without notice or warning.
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