Club Member Terms & Conditions
Effective 08/21/16
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PLEASE READ CAREFULLY THE TERMS OF THIS CLUB MEMBERSHIP AGREEMENT. THE PURCHASE OF OUR PACKAGE BOUNDS YOU BY THESE TERMS ELECTRONICALLY AND THAT YOU WILL BE BOUND BY THE TERMS, AND CONDITIONS SET FORTH BELOW.
YOU HEREBY AGREE TO BECOME A KANDI BEADZ LLC. REPRESENTATIVE (HEREINAFTER REFERRED TO AS A "CLUB MEMBER") AND YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND TO THE TERMS OF THIS AGREEMENT THAT FOLLOWS.
Set forth below are the terms and conditions governing the relationship between each independent representative (hereinafter referred to as a "Club Member") and us. The terms and conditions of (a) our Training Manual ("Manual"), (b) the disclosures and policies available on our website at www.kandibeadz.com policies and procedures posted on the Club Member Resource Center amended and updated from time to time, are incorporated into and made a part of this Representative Agreement ("Agreement").
1. Club Member’s Rules and Responsibilities: As one of our representatives, you will promote and give away our products, via running a workshop in your area. You will be charging a fee from attendants when you create a Kandi Beadz LED beading workshop event/mingle. The fee structure is described in more detail in the Manual. The fee you charge for a workshop should not exceed $20 per person without a written permission from Kandi Beadz, but you have a chance to raise extra funds with the donation box provided. Please refer to the Manual for additional details on the current compensation structure.
In performing the Club Member's Services, you agree to follow the policies and practices described in the Manual. You acknowledge that we may change the Procedures and the Manual from time to time, and you agree to comply and follow any changes. You also agree to:
(a) behave in a legal, ethical, professional, and businesslike manner and maintain the highest standards of integrity, honesty and responsibility in your dealings with us, customers and our other sales representatives;
(b) present our products in a truthful and sincere manner and to not engage in any activity or action that may damage our reputation or the reputation of our products;
(c) protect the Kandi Beadz trademarks and trade names by obtaining our written permission prior to using them in any advertising, on the Internet or in literature other than material published by us;
(d) purchase the Starter Kit from us, via an order submitted to us accompanied by a credit card charge, for the full amount due, plus any due tax and free shipping; Allow anywhere from 1-3.5 weeks for delivery
(e) If buying more than once, purchase the replacement refill supplies from us exclusively, via an order submitted to us accompanied by a credit card charge, for the full amount due, free shipping;
(f) protect all personally identifiable information collected from customers via an order form in compliance with the terms and conditions of the Kandi Beadz Privacy Policy. Any use of a customer’s personally identifiable information in a manner inconsistent with the Kandi Beadz Privacy Policy will be a deemed a breach of your obligations under this Agreement and grounds for immediate termination of this Agreement;
(g) allow us to release your name and telephone number in response to a customer's request for a Kandi Beadz Workshop in your area;
(h) comply at all times with the Kandi Beadz Procedures, Terms of Service and Privacy Policy, the terms of which are incorporated by reference; and
(i) comply with any changes to this Agreement that may be made by us.
(j) you will be responsible for reordering the refill materials on the monthly basis in order to get the discount of 20%. You can order more than one refill at a time if you want to run a bigger workshop
2. While promoting our line you agree that you will use good judgment and will comply with all applicable federal, state and local laws, regulations and ordinances, including those prohibiting alcohol consumption by minors. You, and not Kandi Beadz LLC, will be entirely responsible for any liabilities, claims, costs, expenses, or damages arising from any unauthorised actions. We do not provide workers comp., unemployment or other compensation.
3. You will be responsible for all costs and expenses (except for the kit we send you) you incur putting together events, weather you are renting space or hosting at your house. We may unilaterally, upon 10-day written notice to you modify our payout plan by posting notice on our web site or otherwise giving you notice at the email address or physical address you provide to use when signing up for Club Membership.
4. Independent Contractor Relationship: Under this Agreement, you will be one of our representative to present Kandi Beadz image to the public in the United States and U.S. Territories.
Club Members are only authorized to give away Kandi Beadz products and charge workshop fees set by Kandi Beadz. You will be an independent contractor, and not our employee, joint venturer, partner, or agent. Accordingly, you will have no authority to incur any debt, obligation or liability on behalf of us – and you are not authorized to sign any contracts on our behalf. You agree to abide by all federal, state and local laws applicable to your activities. You certify to us that you are legally authorized to work in the Territory.
5. Restrictions: Once you agree to the terms of this Agreement, you agree that you will not do any of the following without our written consent, and that it will be a material breach of this Agreement for you to:
(a) make any representations or warranties on behalf of Kandi Beadz, other than the ones contained in the Kandi Beadz marketing and promotional information we give you;
(b) accept the return of any of our products except as described in our Return Policy;
(c) represent, sell or promote, or display, directly or indirectly under our name, any other line(s) of jewelry, beads,LEDs or other items not purchased directly from us;
(d) sell our products (without our written permission) to or through retail stores, other fixed commercial outlets or any e-commerce outlets (by way of example, E-Bay, Amazon, Etsy, etc);
(e) sell or resell the Kandi Beadz products and take away braclets, at any price other than the prices listed by Kandi Beadz;
(f) fail to follow any of our policies and procedures, including the Manual and Procedures;
(g) directly, or indirectly, including misrepresent our image;
(h) solicit or recruit prospective Kandi Beadz sales representatives or customers on behalf of any other company at a Kandi Beadz demonstration, or event or conference;
(i) show or sell any of our products at a non-Kandi Beadz trunk show or demonstration, without Kandi Beadz’s express written authorization;
(j) use any of our intellectual property, products, printed or Web-based photographs, marketing materials or forms, the Manual or Procedures, or our registered name, prestige or drawing power together with or in support of non- Kandi Beadz activities or to solicit, show, promote, market or sell any non- Kandi Beadz products or services without prior written permission from us;
(k) promote Kandi Beadz or our products through unsolicited emails or SPAM or otherwise violate any state or federal laws regulating electronic communications; and
(l) Directly or indirectly or on behalf of anyone else, sell our products for any other direct sales company, without notifying us.
6. Ownership of Intellectual Property: As between you and us, we own all intellectual property rights in and to our products and materials, and all designs, data, information or other content in our products and materials (collectively the "Kandi Beadz Intellectual Property"). You acknowledge that by agreeing to become a Kandi Beadz Club Member, you will not own or acquire any interest or right of any nature to or in any intellectual property rights in our products or materials and that you will not use any of our designs, except as specifically authorized by us. You also agree that you will not at any time incorporate or permit to be incorporated any Kandi Beadz IP into any products or designs of yours or of any third-party or otherwise use the Kandi Beadz IP for the purposes of developing a competing product. During the term of this Agreement, you will be granted a limited, revocable, non-exclusive, non-transferable license to use the Kandi Beadz IP for the sole purpose of running a workshop and also marketing the Kandi Beadz image. We have the right to limit or restrict the License at our sole discretion or to otherwise provide you with guidelines regarding how you use the Kandi Beadz IP, in each case, as a supplement to any limitations or restrictions contained in the Manual. Upon the termination of this Agreement, the License will terminate immediately and you will return all Kandi Beadz IP to us in accordance with Section 14 below. We reserve all rights, title and interest in and to the Kandi Beadz IP not otherwise expressly granted in connection with the License and you agree that we shall own all rights, title and interest in and to any improvements, modifications, refinements, or enhancements to the Kandi Beadz IP, even if such changes result from input, feedback, requests or ideas generated by you (it being understood that you hereby transfer and assign to Kandi Beadz all rights, title, and interest that you may have in and to such changes).
7. Club Member Content Grant. You hereby grant us permission to use and reproduce any photographs, images, videos, voice, name, personal information, website postings, social media content or data uploaded to the internet related to you, created by you or containing any form of likeness with you (collectively "Content") in all forms and media including composite or modified representations for all purposes, including marketing and commercial purposes throughout the world and in perpetuity. You acknowledge and understand that the term "Content" used herein includes Content that is in both physical and digital form and that such Content may be seen by members of the general public, in addition to those persons who regularly visit our website. You hereby grant to Kandi Beadz a non-exclusive, worldwide, royalty-free license to use any Content and derivative works of any Content in connection with our business, including the marketing and promotion thereof, and you waive the right to inspect or approve any versions of any Content used at any time by us, including any words, descriptions, data or images that may accompany such Content. You understand and accept that you will not be compensated for the grant contained in this Section 7 or for any use of any Content by us and you hereby waive any rights you may at any time have to any such compensation, unless offered by as and agreed by you in written form. You may revoke the permission to use your Content by providing us with written notice consistent with Section 27, provided, however, that you accept and agree that (a) any such revocation will only apply to the use of Content that occurs thirty days after the date that we receive your written notice so that we have adequate time to process such notice, (b) any such revocation will not apply to any action taken in reliance of the grant contained in this Section 7 prior to the expiration of such thirty day period and (c) any such revocation will not apply to, or in any way alter, the perpetual worldwide license granted in this Section 7 with respect to any Content that does not personally identify you. You agree that you will not, at any time, create, distribute or otherwise make available any Content that directly or indirectly violates any rights of any third-party.
8. Returns: We will have the right to accept or reject any return request submitted by you. We reserve the right to discontinue, or add on any beads or extra items at any time. You will be solely responsible for any cash or checks tendered as payment to you by attendants, and for providing cash refunds for event cancelations in accordance with the Kandi Beadz returns policy. All orders you place with us are conditioned on the terms of this Agreement being in full force and effect. We have no obligation to accept any orders from you if we determine that this Agreement is not effective for any reason. You acknowledge and accept that there are certain restrictions on, and exclusions from, our returns policy as described in the Procedures. You may elect to return the Workshop Kit (described in the Manual) within thirty days from the effective date of this Agreement and we will refund you a pro-rated amount for all items you elected to return, provided that, (i) you must return all items, including marketing materials in their original condition in compliance with the online instructions on how to handle returns and (ii) damaged or used items cannot be returned. Any sample items you may have purchased after the date you purchased the Kit and which is not required for purchase as a Member, is not eligible for return, unless you've received a damaged item. The two extra bracelets led mechanisms included- will serve as replacement, in case one or two mechanisms from the main batch arrive broken. You acknowledge and understand that, consistent with the Kandi Beadz returns policy, under no circumstances are you able to return the Starter Kit after thirty days from the effective date of this Agreement.
9. Prices: We will set the retail prices for all of our products, and we may change retail prices at any time. We will give you at least five (5) days' prior written notice of increases in our retail prices, by posting notice on our web site or otherwise giving you notice. Prices do not include shipping fees or applicable sales and use taxes. Prices charged for all products are determined solely by us and you will not sell products at prices other than the published retail prices for such products under any circumstance, unless authorized by Kandi Beadz in accordance with a limited time promotion or discount offer.
10. World Wide Web Restrictions: You further agree that it will be a material breach of this Agreement if you do anything on the internet in violation of the Kandi Beadz Terms of Service and Privacy Policy.
11. Sales Tax: You authorize us, on your behalf, to collect and remit to the proper governmental agencies the applicable sales and use taxes in connection with the sale of our products as permitted by this Agreement.
12. Customer Disputes: You are solely responsible for resolving disputed charges, insufficient funds checks, and stop-payment checks from customers who placed orders for Kandi Beadz workshops with you and paid with cash or check to you. All disputed charges will be your responsibility. All refunds and exchanges will be managed by Kandi Beadz in accordance with the Kandi Beadz returns policy located at www.kandibeadz.com and may be updated from time to time.
13. Term and Termination of this Agreement: The term of this Agreement will begin upon our acceptance of this Agreement, and will continue until terminated as described in this Section 13. This Agreement may be terminated immediately: (a) by you for any reason upon written notice to us; or (b) by us (i) for any reason upon written notice to you; or (ii) if you are in breach of any of your obligations and/or responsibilities described in this Agreement, the Procedures or the Manual.
14. Events Upon Termination of this Agreement: Upon termination of this Agreement, you will: (i) immediately return all Kandi Beadz IP and Confidential Information to us, and certify to such return in writing if requested by use, (ii) within five days of termination pay all amounts due to us; (iii) immediately stop representing yourself as a Kandi Beadz Club Member; and (iv) immediately become ineligible to receive any compensation or benefits as a a member, except for amounts that you earned before the termination date, less any amounts you may owe Kandi Beadz under this Agreement, the Procedures or the Manual. You further understand and agree that upon termination of the Agreement, you will immediately stop all use of the Kandi Beadz IP and Confidential Information and will stop holding presentations or otherwise selling, displaying, or offering for sale any of our products.
15. Confidential Information: Our "Confidential Information" means all of our information that we mark as confidential or that should reasonably be considered confidential based on the nature of the disclosure, and includes, without limitation, our training manuals, training materials, agreements, business forms, pricing or cost information, knowledge as to sources, information concerning our business, our manner of operation, our plans, processes or other data and especially any information regarding Kandi Beadz customers and sales representatives, including, names, addresses, credit histories and customer purchasing histories. You will keep all Confidential Information in strict confidence. You will not use Confidential Information except to perform your obligations under this Agreement, and you will not disclose Confidential Information in any manner to any third party or otherwise use any Confidential Information except as set forth in this Agreement, without our prior express written consent. Support line is available to you online and via telephone.
16. Disclaimer: KANDI BEADZ LLC. DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ENJOYMENT, OF ANY PRODUCTS OR INFORMATION PROVIDED UNDER THIS AGREEMENT. IN NO EVENT SHALL KANDI BEADZ LLC. BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFIT, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED THE OBLIGATIONS DESCRIBED IN THIS AGREEMENT, HOWEVER, CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF KANDI BEADZ LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY), EXCEED THE LESSER OF TWO HUNDRED FIFTY DOLLARS (U.S.$250.00) OR THE VALUE OF THE PRODUCTS WHICH ARE THE SUBJECT OF THE DISPUTE. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS ITS ESSENTIAL PURPOSE.
17. Limitation on Claims: You agree that any claim or lawsuit filed by you relating to this Agreement or services must be filed within six (6) months of the conduct or event giving rise to the claim or lawsuit. You waive any statutes of limitations providing for a longer period to bring a claim or lawsuit. You further waive any claims that you may at any time have with respect to any use of any Content, including any claims for compensation related thereto.
18. Indemnity and Release: You will indemnify and hold us, our licensors and subsidiaries, affiliates, officers, directors, employees, attorneys, representatives and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) (i) arising out of any breach or violation by you of the terms of this Agreement or (ii) in connection with any third-party claim arising from your acts or omissions or any violation by you of this Agreement. (By way of example only, you will indemnify Kandi Beadz against claims for cash refunds asserted by your customers that purchased Kandi Beadz products through your personal credit card.) Additionally, you hereby release us, our licensors and subsidiaries, affiliates, officers, directors, employees, attorneys, representatives and agents from any claims that may arise regarding the use of your Content, including any claims of defamation, invasion of right to privacy, infringement of moral rights, rights of publicity or personality, or copyrights.
19 Remedies: In the event of any breach, violation or evasion of this Agreement by you, you agree to pay all our costs to enforce or protect our rights, including all reasonable attorney fees and court costs.
20. No Waiver: Failure by you or us to insist upon or enforce any of our rights will not be considered a waiver of those rights.
21. New York Law: This Agreement will be governed, construed and enforced under the laws of the State of New York, without giving effect to conflicts of laws principles, regardless of your current or past locations.
22. Entire Agreement: The terms and conditions of this Agreement, together with the Manual represent the entire agreement between us and will supersede any other representations, discussions, prior understandings or agreements between us. No oral modification will be binding upon us, and except as otherwise expressly provided in this Agreement, any modification must be in writing and signed by both of us.
23. Sever-ability: If any item of this Agreement is determined to be invalid or unenforceable, the remaining provisions will be unaffected.
24. Conflict: In the event of any conflict between a provision of this Agreement and the Manual, the provision of the Manual or Procedures most recent in time will govern. You represent and warrant that your execution of this Agreement will not in any way violate any third-party agreement to which you are a party or otherwise breach or conflict with any obligation that you have with, or duty that you owe to, any third-party.
25. Dispute Resolution: All disputes, claims, or controversies arising out of or relating to this Agreement that are not resolved by mutual agreement may be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
26. Notice and Electronic Communications. All notices, requests, claims, demands and other communications from you to Kandi Beadz in connection with this Agreement or otherwise relating in any way to your contract shall be in writing, signed by you or an authorized representative and sent to Kandi Beadz LLC at 130 30th St, Floor 24, Brooklyn, NY. 11232. With respect to any notices, requests, claims, demands and other communications from us, you acknowledge that sending written notice may be impractical and you therefore agree that Kandi Beadz may communicate with you by delivery in person, by courier service, by mail, by facsimile, by electronic mail, by phone, by text message or by our website, in each case, at the sole discretion of Kandi Beadz to the address or contact information that we have for you in our records. You hereby acknowledge and agree that our posting any notice or information to our website shall constitute notice and delivery for so long as you reasonably have the ability to access our website. You further agree to provide Kandi Beadz with your full and correct contact information upon execution of this Agreement and to update Kandi Beadz in writing should any such contact information change. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver. By selecting the "I Agree" button, you agree that it constitutes as your electronic signature and is the legal equivalent of your manual signature on this Agreement and that you have accessed, reviewed and accepted the terms of the consent and notice regarding electronic communications that is available on our website. You also agree that no certification authority or other third party verification is necessary to validate your e-signature and that the lack of such certification or third party verification will not in any way affect the enforceability of the terms of this Agreement. If you do not consent or at any time withdraw your consent to receive electronic communications from us, we reserve the right to terminate this Agreement.