By The Click LLC.
I agree to the following:
Section I: Acceptance of the Agreement
I hereby apply to become an Independent Representative of By The Clique LLC, (hereinafter "Company") marketing program. By executing or electronically agreeing to the By The Clique Influencer Program Agreement (hereinafter “Agreement”), you apply for legal authorization to become a By The Clique Influencer Independent Representative (hereinafter “IR” or “Influencer”), and enter into contract with Company. This Agreement is created to provide detailed guidelines and limitations for all By The Clique Influencers.
The purpose of the By The Clique Wholesale Program is to provide individuals and small businesses with the opportunity to introduce exciting products to customers at a reduced price in order to make a profit. .
As a wholesaler, I understand and agree that:
To become a By The Clique reseller, an applicant must comply with the following requirements:
I. Be of the age of majority (not a minor) in his or her state of residence;
II. Reside or have a valid address in the United States, a U.S. territory;
III. Have a valid Social Security Number, Federal Tax ID Number, or Taxpayer Identification Number (TIN);
IV. Submit a properly completed Reseller Program Agreement to By The Clique, either written and/or agreed to electronically;
As an Independent Representative (hereinafter "R" or “ Reseller”), I understand and agree that:
1. I shall become a Company R upon acceptance of this application by the Company. As an R, I shall have the right to sell the products and services 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.
2. Because federal, state, and local laws, as well as the business environment, periodically change, By The Clique reserves the right to amend the Agreement and Discouunt Plan in its sole and absolute discretion. Notification of amendments shall appear in Official By The Clique Materials. Any such amendment, change, or modification shall be effective thirty days following one of the following communication methods:
I. posting on the official By The Clique Web site;
II. electronic mail (e-mail); or
III. In writing through the By The Clique newsletters or other By The Clique communication channels.
Upon notification toIRs, the Company, at its discretion, may amend the marketing plan, product pricing, statement of policy, etc.
3. By The Clique Wholesale Discount Plan
-Reseller receives a 35% discount on all purchases. (No other compensation or rewards are applicable)
-Larger discounts can be negotiated on orders over $500 wholesale.
4. The term of the Company R agreement is one year. Company Rs, who wish to continue their R positions, must apply to renew their R agreement annually. The Company reserves the right to accept or reject your application for renewal and the renewal shall be deemed accepted if it has not been rejected in writing by the Company within 30 days of receipt of the renewal fee (if applicable) and application agreement.
5. A R shall be entitled to cancel participation in the marketing program at any time and for any reason upon notice to the Company. By The Clique reserves the right to terminate this Agreement immediately. Upon cancellation or termination, all property rights are forfeited regarding any bonuses, commissions or other remuneration derived through your sales. By The Clique reserves the right to terminate all Wholesale Program Agreements upon 30 days’ notice if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its products via affiliate marketing channels. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.
6. Upon acceptance of this application by the Company, I will be an independent contractor responsible for my own business and not an employee of the Company. I will not be treated as an employee in regard to any laws covering employees, including but not limited to the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act, income tax withholding at source or for any federal or state tax laws. It is my responsibility to pay self-employment, state and federal income taxes as required by law. The By The Clique reseller is an independent contractor, and not a purchaser of a franchise or business opportunity. Therefore, each R’s success depends on his or her independent efforts. The agreement between By The Clique and its resellers does not create an employer/employee relationship, agency, partnership, or joint venture between By The Clique and the reseller. . Influencers have no express or implied authority to bind By The Clique to any obligation or to make any commitments by or on behalf of By The Clique. As a self-employed independent contractor, you will be operating your own independent business selling products available through By The Clique on your own account.
7. I will not use the Company's trade name and/or trademark except in the advertising provided to me by the Company or in other advertising without prior written approval by the Company. You agree to make no representations or claims about any product or services beyond those shown in official By The Clique literature. Under no circumstances may you print your own labels or repackage By The Clique products. Products are to be sold in their original packaging only.
8. The R acknowledges that R is a wholly independent marketing representative who establishes and services retail customers for Company products as an independent contractor. The position of R does not constitute either a sale of a franchise or a Influencership, and absolutely no fees have been or will be required from the R for the right to distribute the Company's products pursuant to this agreement. This agreement is not intended and shall not be construed to create a relationship of employer employee, agency, partnership, or joint venture between any R, sponsor and/or the Company.
a. As an independent contractor, the R shall:
i. Abide by any and all federal, state, county and local laws, rules and regulations pertaining to this agreement and/or the acquisition, receipt, holding, selling, distributing or advertising of Company products.
ii. At the R's 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.
iii. Be solely responsible for declaration and payment of all local, state and federal taxes as may accrue because of the R's activities in connection with this agreement.
9. No purchase or investment is necessary to become a Company R.
10. Returned Product:
By The Clique has a no return policy for lip products
11. The Company may immediately terminate an R who discredits the Company's name, violates any requirement contained in this Agreement, Company Policy and Procedures, or training manuals or misrepresents the Company's products or business opportunity by making claims contrary to the Company's product literature and labels.
12. Entire Agreement.
This agreement constitutes the entire agreement between the R and Company and no other additional promises, representations, guaranties or agreements of any kind shall be valid unless in writing.
13. This agreement shall be governed by the laws of the state of Illinois.
14. A faxed, emailed and/or online acceptance of the Agreement shall be treated as an original in all respects.
15. Dispute Resolution: All disputes and claims relating to By The Clique, its products and services, the rights and obligations of A Reseller and By The Clique, or any other claims or causes of action relating to the performance of either a Reseller or By The Clique under the Agreement or the By The Clique Marketing Guidelines shall be settled totally and finally by arbitration in Illinois or such other location as By The Clique prescribes, in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association, except that all parties shall be entitled to discovery rights allowed under the Federal Rules of Civil Procedure. This agreement to arbitrate shall survive any termination or expiration of the Agreement. Nothing in the Agreement shall prevent By The Clique from applying to and obtaining from any court having jurisdiction a writ of attachment, garnishment, temporary injunction, preliminary injunction, permanent injunction or other equitable relief available to safeguard and protect its interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.
16 . Indemnification:
A reseller is fully responsible for all of his or her verbal and/or written statements made regarding By The Clique products, services, and the wholesale plan, which are not expressly contained in Official By The Clique. resellers agree to indemnify By The Clique and hold it harmless from any and all liability including judgments, civil penalties, refunds, attorney fees, court costs or lost business incurred by By The Clique as a result of the reseller’s unauthorized representations or actions. This provision shall survive the cancellation of a Influencer’s Influencer Program Agreement.
17. Class Action Waiver. Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither reseller or By The Clique group will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or other proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the balance of the Agreement will remain in full force and effect. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The provisions of this Agreement, including all documents incorporated herein by reference, embody the whole agreement between you and By The Clique and supersedes any prior agreements, understandings and obligations between you and By The Clique concerning the subject matter of your contract with By The Clique.
19. Language. This Agreement may be translated into different language versions and, except as provided by applicable law, the English language versions of this Agreement and Network Policies are the controlling versions thereof and shall prevail.
20. This agreement is not in force until accepted by the Company.
21. Assignability. You shall not assign or delegate any of the rights or obligations under this Agreement, and any such attempted assignment or delegation shall be void. Subject to the preceding sentence, this Agreement is binding on and inures to the benefit of the respective successors, heirs and assigns of each party.
22. This agreement supersedes any previous agreements between R and Company.
23. I acknowledge that I have read and understand and agree to the terms set forth in this agreement.