You hereby apply to become a Brand Ambassador (“BA”) for Naterra International, Inc. dba Tigi Cosmetics ("TIGI Cosmetics").
In this Brand Ambassador Agreement (“Agreement”), you understand and agree that:
Acceptance; Right to Sell Products. You shall become a Brand Ambassador upon acceptance of this Agreement by TIGI Cosmetics. TIGI Cosmetics will notify you upon acceptance of this Agreement. After notification of acceptance, you shall have the right to sell the products offered by TIGI Cosmetics in accordance with the policies and procedures in the TIGI Cosmetics Brand Ambassador Sales Guide (“BA Sales Guide”). The terms of the BA Sales Guide are available at tigi-cosmetics.com. You acknowledge that the BA Sales Guide is incorporated as part of this Agreement and may be modified from time to time by TIGI Cosmetics.
Modification. TIGI Cosmetics, in its sole discretion, may amend the BA Sales Guide including, the policies and procedures in the BA Sales Guide, and shall notify you of any such amendments in the Brand Ambassador Website or other official TIGI Cosmetics publications or communications.
No Purchase Necessary. No purchase is necessary to become a TIGI Cosmetics Brand Ambassador.
Term; Renewal. The term of this Agreement is one year. If you desire to continue as a Brand Ambassador, each year you must apply to renew this Agreement. You have no obligation to renew this Agreement, and TIGI Cosmetics has the right to accept or reject your renewal in its sole discretion. Any renewal not accepted within 30 days of receipt by TIGI Cosmetics shall be deemed rejected.
Termination. Either party may terminate this Agreement for any reason and at any time upon thirty (30) days written notice to the other party. However, TIGI Cosmetics may terminate this Agreement with less than thirty (30) days written notice for material violations of the policies and procedures set forth in the Sales Guide.
Independent Contractor Status. Upon acceptance of this Agreement by TIGI Cosmetics, you will be an independent contractor responsible for your own business. This Agreement is not intended and shall not be construed to create a relationship of employer-employee, agency, partnership or joint venture between you and TIGI Cosmetics. This Agreement does not constitute the sale of a franchise or a distributorship, and no fees have been or will be required from you for the right to distribute TIGI Cosmetics' products pursuant to this Agreement. As an independent contractor, you must:
Abide by any federal, state, county and local laws, rules and regulations pertaining to this Agreement and/or the acquisition, receipt, holding, selling, distributing or advertising of TIGI Cosmetics products.
At your expense, make, execute or file all reports and obtain all licenses as are required by law or public authority with respect to this Agreement and/or the receipt, holding, selling, distributing or advertising of TIGI Cosmetics products.
Not an Employee. You are not considered an employee of TIGI Cosmetics under any federal, state or local laws, including but not limited to the Federal Unemployment Tax, Workers' Compensation, income tax withholding, or any other federal, state or local laws. It is your responsibility to pay self-employment, federal, state and local income taxes as required by law.
Retail Sales. As a Brand Ambassador, you may only purchase TIGI Cosmetics products for retail sale to the end consumer.
Trademarks; Advertising. You may not use the TIGI Cosmetics trade name or product trademarks except in the advertising material or literature produced or provided to you by TIGI Cosmetics (“TIGI Advertising Material”), or as otherwise authorized by TIGI Cosmetics in writing. Prior written approval from TIGI Cosmetics is required to advertise TIGI Cosmetics products, or to use or produce any literature other than the TIGI Advertising Material, relating to TIGI Cosmetics, its products, or the Sales Guide. The TIGI Advertising Material may include photographs, videography or other artistic property (collectively, “Imagery”). All use of the Imagery by you must comply with the following requirements (“Imagery Guidelines”): (i) Imagery may only be used in the manner approved by TIGI Cosmetics; (ii) Imagery may not be used in any manner past the image rights expiration date, model expiration date or other applicable expiration date provided with such Imagery and upon such applicable expiration date shall be destroyed or returned to TIGI Cosmetics; (iii) you shall restrict access to any Imagery to your employees, contractors and third parties as is reasonably required for the approved use of the Imagery and all such persons shall acknowledge in writing that they are subject to these Imagery Guidelines; (iv) you are responsible for any breach of the Imagery Guidelines by your employees, contractors or other parties to whom you provide the Imagery; (v) upon termination of this Agreement all Imagery must be destroyed or returned to TIGI Cosmetics; and (vi) Imagery shall be subject to such other requirements as provided in the Sales Guide.
Responsibility for Employees and Sale Representatives. If you have any employees or sales representatives that will sell TIGI Cosmetics on your behalf pursuant to this Agreement, you are responsible for such employees' and independent contractors' compliance with the terms of this Agreement and the BA Sales Guide.
Distributor Grievances. You agree to submit any complaint, grievance, or claim against another Brand Ambassador or TIGI Cosmetics in accordance with the Grievance Procedure set forth in the Sales Guide. You agree not to seek arbitration, take legal action except in accordance with the Grievance Procedure, or contact any regulatory agency regarding your TIGI Cosmetics Brand Ambassadorship until all steps of the Grievance Procedure have been completed. If your breach this covenant, you may be liable to TIGI Cosmetics for damages and legal costs, including reasonable attorney's fees.
Proprietary and Trade Secret Information. You acknowledge that certain information and material which may be provided to you while you are a Brand Ambassador, including, but not limited to, Brand Ambassador lists, Brand Ambassador contact information, Brand Ambassador financial data, other Brand Ambassador personal information (including information related to Brand Ambassador in your sales organization), sales organization linkage information, TIGI Cosmetics' voice mail system, and other matters not made available to the general public and which have been made available to you only because you are a Brand Ambassador, are proprietary and constitute trade secrets of TIGI Cosmetics. You agree not to use or disclose such information and material to anyone except for the purpose of promoting and developing your TIGI Cosmetics business.
Indemnification. You agree to defend, indemnify and hold harmless TIGI Cosmetics, its owners, representatives, officers, employees, agents, and assigns from and against any and all liability, actions, claims, judgments, lawsuits, demands, costs and expenses (including attorney's fees) arising out of, resulting from or in any way connected to your performance under this Agreement, whether occasioned by the actions or omissions to act of you or your representatives, contractors, agents, employees or invitees. This indemnity clause shall apply without regard to whether or not TIGI Cosmetics is actively or passively negligent with respect to the liability, action, claim, judgment, lawsuit and/or demand. You will provide the defense of any and all such actions, claims, lawsuits and/or demands, and will employ counsel who is satisfactory to TIGI Cosmetics for that purpose. Alternatively, TIGI Cosmetics may, in its sole discretion, provide its own defense at your expense.
Non-Waiver. Any failure to enforce any right hereunder shall not constitute a waiver of any right granted herein or existing under Texas law.
Unenforceable Terms. In the event any one or more of the terms contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other term hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable term had never been contained herein.
Choice of Law. Texas law shall govern any dispute arising out of, or related to, this Agreement notwithstanding its choice of law provisions.
Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall ultimately be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrators may be entered in a court of competent jurisdiction. You understand that this arbitration provision means you are giving up the right to have any dispute you have regarding this Agreement heard by a jury and determined in a court of law. The arbitration shall be heard by one arbitrator, and it shall take place in Dallas County, Texas.
Entire Agreement. This Agreement and the Sales Guide constitute the entire agreement between you and TIGI Cosmetics. TIGI Cosmetics has not made any additional promises, representations, guarantees or agreements to or with you. You agree that you shall not rely on any representation made by a Distributor, whether verbal or written, regarding the terms and conditions of this Agreement, as the basis for a claim of misrepresentation against TIGI Cosmetics. To the extent that there is any inconsistency between this Agreement and the Sales Guide, this Agreement controls. No additional promises, representations, guarantees or agreements of any kind shall be valid unless in writing and signed by an authorized officer of TIGI Cosmetics.
Legal Capacity. If you are an individual, you are of legal age to enter into legally binding contracts in the jurisdiction in which you enter into this Agreement. If you are a business entity, you are in good standing in the jurisdiction in which you were created, and in all jurisdictions in which you operate. Also, if you are a business entity, the person signing this Agreement on your behalf has the authority to do so.