Retail Partner Terms & Conditions

The Beauty Cloud Partner Agreement

 This Agreement dated this day, [Effective Date] is by and between The Beauty Cloud (The Beauty Cloud) located at 521 N. Milwaukee Ave Libertyville IL 60048 and (INSERT BUSINESS NAME/Key Contact), whose address is listed below (collectively the “Parties”).

The Beauty Cloud is in the business of selling professional Beauty Boxes. Under this Agreement, Partner agrees to use its best efforts to market and sell The Beauty Cloud products service to Customers.

The parties agree to the following:

  1. Definitions

1.1. “Customer” – any third party introduced by Partner which becomes a paying customer of The Beauty Cloud.

1.2. “Partner Revenue” – shall mean the amount paid to a Referral Partner by The Beauty Cloud for each Beauty Cloud Box sold outside of their Brick-and-Mortar business.

  1. Partner Responsibilities

 2.1. Sales.

Referral Partners will use its customers and contacts to prospect and sell Beauty Cloud boxes at their discretion and not exclusively but only as they seem beneficial.

2.2. Commitments on behalf of The Beauty Cloud.

Partner agrees to make no promises, warranties, contracts, or other commitments on behalf of The Beauty Cloud. Partner shall have no right or responsibility to enter into any agreements on behalf of The Beauty Cloud, either written or verbal.

  1. The Beauty Cloud Responsibilities 

3.1. Beauty Cloud Boxes.

The Beauty Cloud will provide Beauty Cloud boxes for display and selling with a minimum order of 25 boxes. 

3.2. Marketing Materials.

The Beauty Cloud will provide marketing materials and social media images to market Beauty Cloud Boxes with minimum orders of 25 boxes. 

3.3. Execution of services.

Upon execution of sale The Beauty Cloud will deliver all virtual services to Referral partners and their customers.

3.4. Referral Fees.

The Beauty Cloud will pay Partner Revenue on business closed according to the following schedule: 

3.4.1.

The Beauty Cloud will pay Partner 15% of the sales price for all Beauty Cloud Boxes, and skincare products sold online.

  1. Invoicing and Payment

The Beauty Cloud will invoice customers. The Beauty Cloud will pay Partner Revenue owed

within 90 days following execution of sales with customer and payment of monies.

  1. Non-Exclusivity

Nothing herein is intended or shall be construed as creating any exclusive arrangement with Partner. This Agreement shall not restrict either party from acquiring similar, equal or like goods and/or services from other entities or sources. Neither Party shall use the other’s Confidential Information to develop, promote, or market such similar or competing products or services. 

  1. Trademark License Grant

The parties grant each other a non-exclusive, non-transferable, non-assignable license to use their trademarks and logos (collectively, the “Marks”) for the sole purpose of marketing the Services. Each use of a Party’s Marks shall require prior approval by the Party’s marketing department. Neither Party shall use each other’s Marks or any other confusingly similar mark in connection with the marketing or sale of products and/or services not covered by this Agreement. Neither Party shall register or attempt to register any of each other’s Marks or any Marks that could be reasonably deemed to be confusingly similar to any of the other’s Party’s Marks. Each Party’s right to use Marks is expressly limited to those rights granted herein and is revocable immediately at the other party’s sole discretion.

  1. Confidentiality

7.1. Access to Confidential Information.

Each Party acknowledges that by reason of its relationship to the other under this Agreement it shall have access to materials concerning the other Party’s Confidential Information. As used herein, “Confidential Information” of either Party means any information, technical data or know-how, including, but not limited to, that which relates to research, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, facilitated content, marketing or finances of such Party, which Confidential Information is designated at the time of disclosure to be confidential or proprietary or which from the circumstances surrounding disclosure should be understood to be confidential or proprietary. Confidential Information includes confidential information of a third Party which is in the possession of one of the parties hereto and is disclosed to the other Party in confidence hereunder. Confidential Information does not include information, technical data or know-how which (i) is in the possession of the receiving Party at the time of disclosure as shown by the receiving Party’s files and records immediately prior to the time of disclosure; (ii) prior or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving Party; (iii) is approved for release by the disclosing Party, or (iv) is independently developed by the receiving Party without the use of any Confidential Information of the disclosing Party. In addition, this Section shall not prohibit disclosure of Confidential Information (A) to either Party’s counsel, accountants and similar advisors which are under obligations of confidentiality, or (B) to the extent necessary in connection with the enforcement of this Agreement or any Related Agreement. This Section also shall not prohibit disclosure of Confidential Information as required by subpoena, court order, or similar process or applicable governmental regulation; provided that the receiving Party will provide the disclosing Party with prompt notice of such obligation so that the disclosing Party may seek an appropriate protective order or procedure if it elects to do so.

7.2. Restrictions on Confidential Information.

Each Party as a receiving Party agrees to use the Confidential Information disclosed to it by the disclosing Party only to carry out the receiving Party’s rights and obligation under this Agreement and for no other purpose. Neither Party will disclose the Confidential Information of the disclosing party to third parties or to the receiving Party’s employees, except employees who are required to have the information in order to carry out the activities contemplated by this Agreement.

Each Party agrees that it will take all reasonable steps to protect the secrecy of and avoid disclosure or use of Confidential Information of the other in order to prevent it from falling into the public domain or the possession of unauthorized persons. 

Each Party agrees to notify the other in writing of any misuse or misappropriation of Confidential Information of the other by a third Party that may come to the receiving Party’s attention.

The provision of this Agreement will survive for two years after the termination of this agreement.

  1. Default

Notwithstanding any other provision of this Agreement, either Party may immediately terminate this Agreement by written notice to the other Party if either Party breaches any term or condition of this Agreement, including, but not limited to, failure to pay any fee as it becomes due. Upon termination of this Agreement, each party shall immediately: (a) cease any further use of the other Party’s Marks; (b) cease any promotions, demonstrations, or marketing of or relating to the Services; and (c) return all intellectual property and materials related to the Services. Termination of this Agreement shall not be an exclusive remedy and shall be in addition to any other remedies which either party may have under this Agreement. Upon any breach of this Agreement by either Party, the other Party may seek whatever damages and/or injunctive relief relation to the breach that it is entitled to under law.

  1. Indemnity

Each Party will defend, indemnify and hold the other Party harmless for any claim by a third Party against the indemnified party for violation of right of privacy or right of publicity due to the indemnifying Party’s use of such third-party data.

  1. Limitation of Liabilities

AGGREGATE LIABILITY OF EITHER PARTY FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, WHETHER THE CLAIM IS IN CONTRACT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT PAID BY THE OTHER PARTY UNDER THIS AGREEMENT FOR THE PARTICULAR SERVICE GIVING RISE TO SUCH CLAIM. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR ANY

OF ITS LICENSORS BE LIABLE FOR SPECIAL, INDIRECT, EXEMPLARY, INCIDENTIAL AND/OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LEGAL FEES, LOSS OR PROFITS, OR LOSS RESULTING FROM BUSINESS DISRUPTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  1. Term and Termination

11.1. This Agreement will become effective on the date last signed below and shall be in effect for a period of one (1) year at which time it shall automatically renew for a period of one (1) year unless either Party desires to terminate this Agreement in such case, it shall give the other Party written notice of such termination at least 30 days prior to the end of the then current term. Either Party shall have the right to terminate this Agreement prior to its expiration for any reason upon 90 days written notice to the other Party.

11.2. Upon termination for any reason, Partner shall continue to receive contracted amounts of fees owed from The Beauty Cloud for Services sold prior to termination of agreement.

 

  1. No Representation

Neither Party shall make any representation or warranty concerning the quality, performance, limitation of damages, or other characteristics of the Services other than those which are consistent in all respects with, and do not expand the scope of, the warranties contained in the Agreements, accompanying the Services, including without limitation those limited warranties, and the limitation of damages associate with the copyrights and other proprietary rights associated with the Services.

  1. Assignment

This Agreement may not be assigned, sublicensed, or otherwise transferred by either Party without prior written consent from the other Party, except if a Party undergoes a change of control, then such Party shall give written notice to the other Party of the assignment. To the extent either Party is permitted by the other Party or by operation of law to assign this Agreement or any part of it, all provisions of this Agreement shall be binding upon the assigned Party’s successors or assigns.

  1. Notices

All notices under this Agreement shall be in writing and either delivered personally, sends by first class mail, express carrier or by confirmed facsimile transmission to the address set forth below. 

  1. Non-Solicitation

Each Party agrees that during the period of this Agreement each Party, without the other Party’s express written consent, for the period of this Agreement and for one (1) year thereafter, will not (i) directly or indirectly, for itself or on behalf of any other person, corporation, or entity, employ, solicit, encourage, or attempt to induce to leave any employee of either company for any reason either (A) a current employee or consultant of either company or (B) any person who, at any time during the three (3) months prior to the date of termination of this Agreement, was an employee or consultant of either company.

  1. General

The failure of either Party to enforce at any time any provision of this agreement, or to exercise any option which is herein provided, or to require or fail to require at any time performance by the other Party shall in no way affect the validity of, or act as a waiver of this Agreement, or any part hereof, or any right of the waiving Party thereafter to enforce it.

 

  1. Other

This Agreement constitutes the entire agreement between the parties, and no representation, condition, understanding, or agreement of any kind, oral or written, shall be binding upon the parties unless incorporated herein. This Agreement may not be modified or amended, nor will the rights of either Party be deemed waived, except by an agreement in writing signed by authorized representative of the Parties. This Agreement shall be governed and enforced exclusively in accordance with the laws of the State of Illinois.

 

  1. Effective Agreement

Signature below constitutes acceptance of this Agreement and the terms and conditions stated above.

  1. Relationship of the Parties

The relationship of the Parties is that of independent contractors, and not of partners, employees, joint venturers or agents.

  1. Force Majeure

Neither Party shall be liable for failure, inability or delay in performing hereunder, if such failure, inability or delay is due to war, strike, fire explosion, sabotage, accident, government intervention or any other cause beyond the reasonable control of the affected Party. The affected Party shall give written notice to the other Party of any such event.

 

  1. Taxes

All amounts payable under this Agreement are exclusive of all sales, use, value-added, withholding and other taxes and duties. Each Party will be liable for any taxes accrued in connection with its solution as sold under this Agreement.

 

Accepted and Agreed:

The Beauty Cloud Strategic Referral Partner

By: By:

Name: Name:

Title: Title:

Date: Date:

Sales Tax ID #:_______________

Address: The Beauty Cloud Partner Address:

521 N. Milwaukee ave

Libertyville IL 60048