This Independent Consultant Agreement is made by and between DivaGlam Cosmetics LLC. with its principal place of business located at 1330 Jacobs Place Dixon Ca 95620, and the Independent Diva-Artist Consultant ("Consultant") whose signature, name and address appear on this Agreement.
DivaGlam Cosmetics is engaged in the sale of skin care, mineral cosmetics, and related products under the registered trademark, DivaGlam Cosmetics. The Company is interested in the sale of the products, and the establishment and maintenance of both the good will and image of the Company and its products; the Consultant is equally interested in promoting the sale of the products and good will of the products' name and trademark; therefore, the parties mutually agree as follows:
A. The Diva-Artist Consultant Agrees:
| 1. |
I shall become a Diva-Artist Consultant upon acceptance of this Agreement by the Company. As a Diva-Artist Consultant, I shall have the right to offer the services and to sell the products offered by the Company in accordance with the Company's marketing program and statement of policy, which may be amended and changed from time to time and to which I agree to comply. |
| 2. |
I will sell and deliver products to ultimate consumers only. I understand that the Company sponsors a complete satisfaction or money-back guarantee for each DivaGlam Cosmetics product sold by me to a consumer. As a Diva-Artist Consultant, it is my responsibility to assure consumer satisfaction with respect to personal instruction, to assure proper use and to assure timely delivery of product. I will promptly honor the DivaGlam Cosmetics Product Guarantee. |
| 3. |
I agree to maintain and reflect the highest standards of integrity, honesty and responsibility in dealings with the Company, customers, and other Consultants and Directors, and agree to hold the Company harmless from any damages resulting from actions or misrepresentations by me. |
| 4. |
I will protect my DivaGlam Cosmetics business and the Company from false, deceptive, or misleading advertising. I agree not to use the Company's trademarks or trade names in any type of advertising (including yellow pages advertising or the Internet) or literature (excluding sales literature and advertising formats supplied by the Company) without the Company's prior written permission. I recognize the Company's ownership of its trademarks, and I agree that my usage of such trademarks, in whatever form, will solely benefit the Company. I agree not to use the Company's products, literature, videos or trademarked services to promote or sell products to another company. I will not sell or display DivaGlam Cosmetics products in public, retail or service establishments of any kind and understand that doing so is inconsistent with this Agreement. |
| 5. |
I will present DivaGlam Cosmetics products and all facts concerning a DivaGlam Cosmeticsl career in a truthful and honest manner and will hold the Company harmless from any damages resulting from misrepresentation by me. |
| 6. |
I am an independent contractor. I am not an employee and will not be treated as an employee with respect to any services for federal tax purposes, state tax purposes or otherwise. As an independent contractor, I will file all reports required by law and at all times abide by federal, state and local law requirements of every nature in conjunction with my DivaGlam Cosmetics business, thereby assuming sole liability for all self-employment and income taxes due on income earned in connection herewith. |
| 7. |
I understand that all orders submitted are subject to acceptance by the Company at its offices in Dixon Ca, and to the terms of this Agreement, and all sales are final. |
| 8. |
I understand that I am not a joint venturer with, or franchisee, partner, agent or employee of the Company. I understand that I have no power or authority to incur any debt, obligation or liability on behalf of the Company. I understand that all Independent Diva-Artist Consultants and Independent Directors, regardless of their position in the DivaGlam Cosmetics Career Plan, are independent contractors and are subject to this provision. |
| 9. |
I will not copy or reproduce DivaGlam Cosmetics's materials regardless of the source or format, including, but not limited to, audio, video, print, the Internet, electronic and digital, for any purpose without the Company's advance written consent. |
| 10. |
With respect to any prospective Diva-Artist Consultant recruited by me, I agree and accept the responsibility to ensure that such prospective Diva-Artist Consultant receives training and materials resulting in the general knowledge of the Company's marketing programs and guidelines. I also agree to share genealogy information with those recruited. |
| 11. |
I understand that 12 months must have elapsed since my last order or a direct client order if I am a previous Diva-Artist Consultant seeking to rejoin DivaGlam Cosmetics under another sponsor. | |
| 12. |
I agree that the Company may continue to provide service to my customers through other Diva-Artist Consultants or otherwise if I cease to be an active Diva-Artist Consultant. |
| 13. |
I agree that the Company may release my name and telephone number in response to a customer's request for a Diva-Artist Consultant in my area. If I do not want this information released, I agree to notify the Company in writing and mail the notice to: Diva-Artist Consultant and Director Services, 1330 Jacobs Place, Dixon, Ca 95620. |
| 14. |
I understand and agree that the Company has the right to alter, modify or change the terms and conditions of this Agreement, including such items as discount, commission, at any time upon ten (10) days prior written notice of such changes to me, and I agree to be bound by such altered, modified or changed terms and conditions as reflected in the most current Independent Diva-Artist Consultant Agreement. |
| 15. |
I understand and agree that I will receive ongoing training by video, workshop and personal instruction from my recruiter and Diva-Artist trainers at Corporate level. |
| 16 |
If there is a discrepancy or conflict between the General Terms and Conditions of this Agreement and the guidelines and terms and conditions contained in the Diva-Artist Consultant Guide or other suggestions or guidelines provided by the Company, I agree that the General Terms and Conditions of this Agreement shall control. |
B. The Company Agrees:
| 1. |
DivaGlam Cosmetics will allow a discount on items listed in the Retail section of the Consultant order form, from suggested Retail prices at percentages shown on such Consultant order form. This discount shall not apply to items listed in sales aids section of the Consultant order form, such as, but not limited to, samples, sales aids and Company literature, |
| 2. |
DivaGlam Cosmetics will pay Diva-Artist Consultant commissions calculated in accordance with the then current Company-published commission schedule. |
| 3. |
DivaGlam Cosmetics reserves the right to alter, modify or change the terms and conditions of this Agreement, including such items as discount, commissions at any time upon ten (10) days prior written notice of such changes to the Diva-Artist Consultant. Written notice may be given by e-mail, by posting a notice on the Company's Web site or by publishing a notice. |
| 4. |
DivaGlam Cosmetics does not reserve the right of direction or control with respect to activities of Diva-Artist Consultant, other than the right to question results. |
| 5. |
Upon termination of this Agreement, DivaGlam Cosmetics will repurchase new and unused Retail products that were purchased by the Diva-Artist Consultant within the past twelve (12) months, at not less than ninety (90) percent of the Diva-Artist Consultant's original net cost less appropriate set-offs and legal claims, if any. To be repurchased, products must be: unencumbered, in original and unused condition, currently marketable, not seasonal, limited, discontinued or promotional items. Products must be shipped freight prepaid, accompanied by a return inventory form, to DivaGlam Cosmetics, Dixon, California. DivaGlam Cosmetics cost of any prizes or product bonuses awarded to the Diva-Artist Consultant because of the original purchase, or any indebtedness the Diva-Artist Consultant owes the Company, will be deducted from the repurchase amount. A Diva-Artist Consultant who returns merchandise to the Company will be ineligible to rejoin DivaGlam Cosmetics as a Diva-Artist Consultant. |
This Agreement is the sole and only Agreement between the parties relating to the subject matter hereof, and is not subject to alterations, modification or change, except in writing, signed by an authorized executive of the Company. Nothing contained in this Agreement imposes any obligation on either Diva-Artist Consultant or the Company to enter into any further contracts with, or have any further dealings with, the other.
The parties agree that either party may immediately terminate this Agreement for a breach of any covenant, term or condition of this Agreement or either party may terminate this Agreement at any time, without cause, with 30 days written notice to the other party.
This Agreement is subject to acceptance by the Company at its offices in Dixon, California. The parties agree that this Agreement is governed by the laws of the State of California and that the proper venue of any action commenced by either party shall be in the applicable courts in Sacramento, Yolo County, California. |
