Upon acceptance of this Application by Opulenza Designs, as evidenced and acknowledged by Opulenza’s issuance of an authorized Opulenza Designs Representative number (ODR#) this application becomes a binding legal agreement and the applicant will become an authorized Opulenza Designs Representative (hereafter ODR or Representative). Independent Contractor Relationship. Opulenza Designs, pursuant to the terms of this Independent Retail Sales Agreement hereby retains the Representatives services to market and sell Company’s products to the public subject to Company’s approval and Representative’s adherence to Company’s operational guidelines. The parties intend that their relationship shall be as independent contractor and not as employee/employer. Representative shall not be treated as an employee for Federal and State tax purposes. The Representative agrees that if she/he is eligible to receive an IRS Form 1099, the Company may provide this form to the Representative by sending it to their email address of record. Representative shall be solely responsible for control of her/his activities, manner and methods of performance of work, conduct and control of work. Representative shall, at her/his own expense, make, execute or file all such reports and obtain such licenses as are required by law or public authority with respect to this Agreement and/or the receipt, holding, selling, distributing or advertising of Company products. The Representative hereby certifies to the Company that he/she is duly authorized to work in the United States, U.S. Territories, or U.S. Military Bases. World Wide Web Restrictions. With prior written approval of Opulenza Designs, Representatives shall have to opportunity to maintain a personalized page on the new Opulenza Designs Corporate Web Site once it is launched. Certification Fees. There is a sign up fee for new reps. They can choose between a $49, $199 or $399 kit for their sign up. Both include jewelry (the first 3 pieces, the former 7 pieces, and the latter 15 pieces), a polishing cloth, catalogs, packet of earring backs, a ring sizer, 50 order forms (not included with the $49 kit), a personalized website, no credit card processing fees, and free returns. However, Representative agrees to purchase his/her own customized display at 50% off retail in order to qualify as a Company Representative during the first 7 days as an ODR. Only one item of each piece in the collection is allowed at 50% off retail. Representative will be able to purchase new items at 50% off as they are launched if the representative has sold $500 in retail sales in the month prior to and days leading up to launch of new jewelry. The only exception will be if new jewelry is launched during the first 30 days of a new representative’s business. Compensation. As compensation for services provided hereunder, Representative shall be paid 25% commission on their personal sales. Representative must provide to Company IRS Form W-9 with tax ID prior to compensation being made. There is no minimum required amount of sales. Additionally, as a convenience to you, we are authorized by you to credit or debit from your on file bank account(s) through direct drafts, the amount of weekly Sales Commissions due (owed). This authority shall continue in effect until: (a) you revoke said authority, in writing; (b) until we actually receive such notice; and (c) we and the Bank have a reasonable opportunity and sufficient time to act on it.
Customer Disputes. Representative is responsible for resolving disputed charges, insufficient funds checks, and stop payment checks from customers. All disputed charges will be the responsibility of the Representative.
Term. This Agreement shall run for a period of one year from the effective date hereof whereupon it may be renewed only with the mutual agreement of both parties for successive periods of one year each upon the payment of the applicable recertification fee and the execution of an Applicant Recertification Agreement. There is a $99 re- certification fee each year. Company retains the right to reject the initial certification application or the re-certification application of any Representative for any reason. The re-certification fee shall be renewed automatically for succeeding terms of one (1) year each (“Renewal Terms”) unless either party gives notice to the other at least 30 days prior to the expiration of any term of said party’s intention not to renew this Agreement.
Termination. This Agreement may be terminated (a) at the end of its term without notice (b) by the Representative for any reason upon 30 days written notice to the Company (c) by the Company for any reason upon written notice in which case, if such termination is not for cause, Representative is entitled to a pro-rated refund of the current year’s certification fee. The pro-ration will be calculated on the basis of a 365 day year (d) by the Company for cause with written notice whereupon the current year’s certification fee will not be refunded to the Representative.
Confidential Information. The Company deems all Company printed, Web-based, audio and video marketing materials, newsletters, agreements, business forms names and address lists of other Opulenza Designs Representatives, customer lists, vendor information, pricing information, knowledge as to sources, and customer purchasing histories to be confidential and/or proprietary to the Company whether these items are specifically marked confidential or not. Representative may not use the name and address lists of other Opulenza Designs Representatives or customers to solicit, promote, market or sell non- products and services. Representatives shall not sell or promote any other jewelry line while under contract with Opulenza. The parties acknowledge and agree that the Company has legally protectable interests in, among other things, maintaining confidential its business and commercial information, including but not limited to all confidential and proprietary information itemized above. Representative agrees that at no time will Representative directly or indirectly divulge, disclose or communicate to any person, firm or corporation in any manner whatsoever any information of any kind, nature or type concerning any matters affecting or relating to the business of Company including, without limitation, Company marketing and training materials, agreements or business forms, the names and addresses of its other Opulenza Designs Representatives , customers, the prices it obtains or has obtained or for which it sells or has sold its services or products, cost information, knowledge as to sources of business, the purchasing history of its other Opulenza Designs Representatives or customers, computer data with respect to its Representatives, customers and suppliers, goods and services purchased by Company, goods and services sold by Company to its customers, including the type and value thereof and quantity of items, credit history of its Representatives or customers or any other information about or concerning the business of Company, its manner of operation, its plans, processes or other data of any kind, nature or description without regard to whether any or all of the foregoing matters would be
deemed confidential material or important. Representatives acknowledge and agree that all such information is confidential and gravely affects the successful conduct of the company’s business, its goodwill and that any breach of the terms of this Agreement shall be deemed a material breach hereof. Representative will not use or describe such confidential information except as authorized by Opulenza Designs. The Representative agrees that while under contract with the Company and for a period of 24 months thereafter, whether termination of Agreement is occasioned by Company , Representative or by mutual agreement, or whether Agreement is terminated with or without cause, to directly or indirectly, for herself/himself, or in or on behalf of any other party or entity, solicit or recruit or cause any other person or entity to solicit or recruit any employee of Company or any Independent Opulenza Designs Sales Representatives either under contract with the Company (or who has been under contract with the Company in the six months prior to termination of the Agreement) to any such business.
Non-Compete. Additionally, upon termination of the contractual agreement with Opulenza Designs, for a period of six months, and within a twenty mile radius of any active Representative for Opulenza Designs, Representative, as well as any of Representatives immediate family members who were in any manner involved in the sale of Opulenza Designs jewelry, agree that they shall not directly or indirectly, or through, on behalf of, or in conjunction with any other person, partnership, corporation, or other business entity; own, maintain, engage in, be employed by, or have any interest in any other business venture which offers, sells or provides the products and/or services offered by Opulenza Designs and which might be considered in direct competition with Opulenza Designs.
Privacy. Opulenza Designs Respects your privacy and takes precautions to ensure that your information is safe and secure. Only your Opulenza Designs upline, authorized Opulenza employees, agents or contractors have access to this information. Opulenza Designs will never sell your personally identifiable information to third parties.
Remedies. Representative acknowledges that any breach, violation or evasion by Representative of the terms of this Agreement will result in immediate and irreparable injury and harm to Company and will cause damages to Company in amounts difficult to ascertain and for which remedies at law may be inadequate. In such event Company shall be entitled to pursue any lawful remedies whether at law or equity including, but not limited to, the remedies of injunction, and specific performance or either or both of such remedies. In the event of any breach, violation or evasion of this Agreement by Representative, Representative agrees to pay all costs of Company to enforce or protect its rights including all reasonable attorney fees and court costs.
No Waiver. Failure by Company or Representative to insist upon or enforce any of their rights shall not constitute a waiver thereof, and nothing shall constitute a waiver of Company’s or Representative’s right to insist upon strict compliance with the provisions hereof.
Alabama Law. This Application – Agreement shall be governed, construed and enforced under the laws of the state of Alabama.
Entire Agreement. The terms and conditions of this Application-Agreement represent the entire agreement between the Representative and Opulenza Designs and include no others and shall supersede any other representations, discussions, prior understandings or agreements between the parties. No oral modification hereof shall be binding upon the parties, and any modification shall be in writing and signed by the parties.
Representative Understanding. Representative has read and understands all the terms and conditions of this Agreement, is 18 years old or older, executes this Agreement of her/his own free will intending to be bound by this Agreement.
Severability. Should any term of this Agreement be determined to be invalid or unenforceable, the remaining provisions hereof will be unaffected.