Rock & Rose Stylist Agreement
FOR UNITED STATES RESIDENTS ONLY
As a new Stylist, I understand and agree with Rock & Rose (referred to as "Rock & Rose" or the "Company"), that our relationship will be governed by the terms of this Agreement as follows:
- Definition of this Agreement. As a Stylist, I understand I am responsible for the means and methods by which I make sales. I also understand that I must comply with the Company's Policies and the Company's Payment Plan. To the extent not reflected in this document, my agreement with Rock & Rose also requires me to promote the sale of Rock & Rose products actively, to honor the Rock & Rose tradition of integrity, honesty and responsibility in my behavior and actions with Rock & Rose, my customers and my fellow Stylists, including and without limitation, presenting and promoting Rock & Rose products in a truthful manner. I agree to make no statements, claims or representations, or do any act that would impair the name, reputation and goodwill of Rock & Rose. All of the duties and obligations reflected in this document and the Guide constitute my agreement with Rock & Rose (referred to as "this Agreement").
- Independent Contractor Status. I am entering this Agreement as an independent contractor and not an employee of Rock & Rose. I will be solely responsible for paying all expenses incurred by me, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other expenses. I will have and maintain control of the manner and means of my performance under this Agreement and will not be treated as an employee with respect to any services for federal or state tax purposes. The Company is not responsible for withholding, and shall not withhold or deduct from my payment plan amounts, if any, FICA or taxes of any kind, unless such withholding becomes legally required. I will be responsible for payment of all applicable income, self-employment and other taxes. I will not be eligible for and will not participate in any pension, or fringe benefit plan sponsored by Rock & Rose and will not be covered by its workers' compensation or unemployment insurance or retained coverage. I am not entering into a partnership or joint venture with Rock & Rose, nor will I have power or authority to incur any debt, obligation or liability on its behalf.
- Products Purchased from Rock & Rose. I agree to purchase the Rock & Rose Starter Kit and that the Starter Kit is not commissionable.
- Products for Sale. I agree to only sell to consumers and not to sell Rock & Rose products for resale to or through third parties, any business entity or any type of retail establishment or any web site or any online auction (e.g., eBay) unless authorized by Rock & Rose in writing.
- Sales Tax. I understand that a sale is not final until input into the Rock & Rose on-line order system and that the appropriate sales/use tax amount will be charged, collected and remitted to the appropriate agencies. When my orders are placed with the Company, sales tax is charged on the actual selling price. I agree to be bound by all sales tax collection agreements between the Company and all appropriate taxing jurisdictions, and all related rules and procedures.
- Services to be Performed by Stylist. I will promote and sell Rock & Rose Products by personally conducting Rock & Rose Parties and/or community events using the Rock & Rose system of social selling. I will sell Rock & Rose Products only to ultimate consumers. I will inform my customers that Rock & Rose offers a Return Policy with respect to all Rock & Rose Products, and will assist my customers in making a claim under the policy with respect to any Rock & Rose products.
- Use of Rock & Rose Intellectual Property. I acknowledge that, upon Rock & Rose acceptance of the Agreement, Rock & Rose has granted me a limited, non-exclusive license to use its trademarks, service marks, trade names, patents and copyrighted materials ("Rock & Rose Intellectual Property"), all of which is owned solely by Rock & Rose, and that my use of Rock & Rose Intellectual Property is strictly limited by the terms of the Guide. Examples of Rock & Rose Intellectual Property include, but are not limited to, Rock & Rose®, the Rock & Rose logo. I may use Rock & Rose Intellectual Property only (a) after obtaining written permission from Rock & Rose prior to use, or (b) where the Rock & Rose Intellectual Property appears on materials distributed by Rock & Rose for use by Stylists. I agree to use only written, recorded or other promotional or advertising materials that have been produced, distributed and approved in writing by Rock & Rose. All rights and licenses granted in or under this Agreement shall terminate automatically upon the termination of this Agreement.
- Site Downtime. Each party acknowledges that the Rock & Rose web site, may be subject to temporary shutdowns from time to time for maintenance and/or due to causes beyond the operating party's reasonable control, and that neither party shall have any liability to the other by reason of any such shutdowns.
- Ownership Stylist agrees that Rock & Rose shall own all software coding (including source code), all technology owned or otherwise controlled by Rock & Rose, all design and materials and/or information created and/or delivered by Rock & Rose, and any and all rights, licenses or other permissions necessary to allow Stylist to use the site under this Agreement.
- Ownership and Use of Confidential Information. I acknowledge that Rock & Rose owns all product and customer information and data that I may create or compile, including but not limited to product purchase information, customer profile data, Stylist lists, operating and manufacturing procedures, product development information, financial data and marketing materials (collectively, "Confidential Information"), and that all Confidential Information is confidential and that its disclosure could cause great harm to Rock & Rose. I will not use or disclose Confidential Information to any person except in strict accordance with this Agreement. I will not use Confidential Information to sell products or services other than Rock & Rose Products and services or in connection with any other business during the term of and after termination of this Agreement.
- Sale of Other Products, Sales to Stylists. I understand that I may not market, sell, offer for sale to anyone, or promote any ancillary products related to Rock & Rose business other than those manufactured, distributed or approved in writing by Rock & Rose, including Rock & Rose Products.
- Non-Solicitation. As an inducement to Rock & Rose to enter into this Agreement and in consideration of the mutual covenants contained herein, during the term of this Agreement and for a period of one year thereafter I shall not directly or indirectly, on my own behalf or on the behalf of any other person or entity, solicit, induce or hire or attempt to solicit, induce or hire any Stylist to terminate or alter his or her business relationship with Rock & Rose. Additionally, for a period of one year after the termination of this Agreement, I will not own or operate a shapewear or lingerie related home party plan based business with a compensation plan.
- Photo and Video Release. I hereby give Rock & Rose and its agents or assign a non-exclusive license to use, for any purpose, photographs or videos submitted by me to Rock & Rose. Rock & Rose may use any photographs or videos taken of me at a Rock & Rose event for any purpose. I hereby waive my right to inspect or approve the finished photographs or advertising copy or printed matter that may be used in conjunction therewith or to the eventual use that the photographs might be applied.
- Termination of this Agreement. Termination without Cause. This Agreement is effective from the date of acceptance by Rock & Rose and will terminate in one year unless a Stylist renews this agreement in the terms set out in the Policy and Procedures Guide. We may terminate the Rock & Rose Independent Stylist Agreement with any Stylist at any time and for any reason by notifying you in writing of our election to terminate. With Cause. Rock & Rose may immediately terminate this Agreement without notice in the event of my death, insolvency, assignment for the benefit of creditors, or misrepresentation in or breach of any provision of this Agreement, as herein defined. If you are terminated by the Company for cause, we reserve the right to reject any future re-applications by you.
- Events upon Termination of this Agreement. Upon termination of this Agreement,I will (i) cease representing myself as a Stylist of Rock & Rose; and (ii) be ineligible to receive any unaccrued compensation or benefits as a Stylist. I will cease all use of Rock & Rose Intellectual Property and Confidential Information and will cease holding parties, events and presentations or otherwise displaying, offering for sale or selling Rock & Rose Products. If requested by Rock & Rose, I will return all Confidential Information to Rock & Rose. Starter Kits cannot be returned.
- Transferability. Neither this Agreement nor my Rock & Rose business may be transferred or assigned by me or operated in partnership with any other person. Rock & Rose may assign this Agreement at any time.
- Entire Agreements: Amendment. This Agreement supersedes all prior communications, understandings and agreements between the parties and contains the entire agreement between the parties relating to its subject matter. Rock & Rose may amend this Agreement without prior notice, at any time, effective upon publication or transmittal of such amendment in official company publications, literature or voice mail as applicable. In the event of any conflict between the terms of this Agreement or any other document and such amendment, the amendment shall control.
- Indemnification/Offset. I will indemnify and hold harmless Rock & Rose and its agents and assigns from and against any damages, claims or liabilities and expenses (including attorneys' fees) incident to my: (a) activities as a Stylist including, without limitation, any unauthorized representations made by me; (b) breach of the terms of this Agreement; or (c) violation of or failure to comply with any applicable federal, state or local laws or regulations. Rock & Rose shall have the right to offset any amounts owed by me to Rock & Rose (including, without limitation, the repayment of commissions as a result of product returns) against the amount of any commissions owed to me.
- Cumulative Remedies/Waiver. All rights, powers and remedies given to Rock & Rose are cumulative, not exclusive and in addition to any and all other rights and remedies provided by law. No failure or delay of Rock & Rose to exercise any power or right under this Agreement or to insist upon strict compliance by me with any obligation or provision shall constitute a waiver of Rock & Rose' right to demand exact compliance therewith. Waiver by Rock & Rose can be effective only in writing by an authorized officer of Rock & Rose.
- Injunctive Relief. Upon any breach of this Agreement by me, Rock & Rose will be immediately and irreparably harmed and cannot be made whole solely by monetary damages. Because the remedy at law for any breach of any provision of this Agreement shall be inadequate, in addition to any other remedies in law or in equity that it may have, Rock & Rose shall be entitled, without the necessity of proving actual damages, to temporary and permanent injunctive relief to prevent the breach of any provision of this Agreement and/or to compel specific performance of this Agreement. In addition, Rock & Rose shall be entitled to its costs and expenses, including reasonable attorneys' fees, in enforcing its rights under this Agreement.
- Other Terms. I have full legal capacity to enter into this Agreement in the state in which I reside. I agree to comply with all laws, rules and regulations governing the conduct of my business. There are no territorial restrictions on the conduct of my business within the United States or Puerto Rico. Except as approved in writing by Rock & Rose, I am the only person in my household who is or who seeks to be a Stylist. If I terminate this Agreement after the first three days following its effective date, I will be ineligible to reapply for Stylist status for six months. If any portion of this Agreement is judicially determined to be invalid, that invalidity will not affect the remaining portion of this Agreement. The headings in this Agreement are inserted for convenience only and are not part of the Agreement. All written notices required by this Agreement to be given to me will be deemed received if delivered to my most current address on file with Rock & Rose.
- Governing Law/Venue/Arbitration. This Agreement is entered into and is to be performed in material part in the State of California and accordingly is subject to and will be construed under the substantive laws of the State of California. Rules governing conflicts of laws for all states do not apply. Except as set forth in the Policies & Procedures guide, any claims or actions arising out of this Agreement will be submitted to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and all arbitration hearings will be held in California. The party that prevails at arbitration will be entitled to reimbursement by the other party of its costs and expenses incurred in the arbitration, including without limitation the prevailing party's reasonable attorneys' fees.
I acknowledge that I have read, understand, and agree to the terms set forth in this Stylist Agreement. I am 18 years of age or older, I am a citizen or permanent resident of the United States, and I have a valid Social Security number.