As used in this Agreement, “Tiare Rose” means Tiare Rose Inc., an Idaho corporation, and “You” or “Style Concierge” means the undersigned applicant (if registering for the Services as an individual), or the business employing the applicant (if registering for the Services as a business).
- Style Concierge will be able to open and create their Style Concierge account on the Site where Style Concierge can create Dressing Rooms on the Site for Style Concierge’s customers.
- Closet Cleaning.
- Repairs/Alterations Liaison.
- Consignment Liaison.
- DISCOUNTS. Style Concierge shall receive discounts on purchases through the Site as listed in Schedule A. Style Concierge will set up Dressing Rooms for its Customers and will determine the price Customers will pay up to MSRP. Tiare Rose will pay Style Concierge the difference between the discount and the price paid by the Customer according to the terms in Section 4. Style Concierge may purchase Products for Style Concierge’s own personal use at the above discounts. However, Style Concierge agrees not to re-sell the Products outside of the Site.
- STYLE CONCIERGE ONBOARDING.
- Style Concierge Integration. In order for Style Concierge to start using the Site, Style Concierge will set up their account and create a Dressing Room on the Site for each of Style Concierge’s clients.
- Deliveries. Within five (5) days of entering into this Agreement, Style Concierge will deliver to Tiare Rose:
- Executed W-9 of Style Concierge; and
- Such other documents, if any, as may be necessary to consummate the transactions contemplated by this Agreement, or as may be requested by Tiare Rose.
- Style Concierge’s License Grant.
- License for Content. By entering into this Agreement, Tiare Rose grants, as well as represents and warrants that it has the right to grant to Style Concierge a royalty-free, non-exclusive, worldwide, non-transferable, perpetual, irrevocable right and license to use the Site.
- License for Marks. Style Concierge hereby grants Tiare Rose, its Affiliates and marketing partners a non-exclusive, royalty-free, non-transferable license to publish, use, reproduce, distribute, transmit, and display Style Concierge’s name, trademarks, service marks and logos during the Term in connection with, or for the promotion of, the Dressing Room or for internal purposes.
- Product Information and Other Content.
- Content. Style Concierge agrees and warrants that any and all Style Concierge Content: (a) will be truthful, accurate, and not misleading or otherwise deceptive; (b) will not violate the intellectual property rights of any third party such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy; (c) will not violate any applicable Law; (d) will not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; and (e) will not create liability for Tiare Rose.
- Display. Style Concierge agrees that any and all Style Concierge Content may be publicly displayed by Tiare Rose as Tiare Rose sees fit and at no charge to Tiare Rose. Style Concierge will only provide Style Concierge Content for Products that fit into the categories or parameters approved in writing by Tiare Rose. Style Concierge may provide Tiare Rose with Style Concierge Content for Products in additional categories or parameters only upon the prior written consent by Tiare Rose (which consent may be given by email).
- Annual Fee. The fee (“Fee”) payable by Style Concierge to Tiare Rose in order to create Dressing Rooms for Customers and to offer Products on the Site is listed in Schedule A. The parties agree that Tiare Rose may revise and adjust the Fees upon thirty (30) days prior written notice to Style Concierge (which notice may be given via email).
- Processing Payments. Style Concierge hereby appoints Tiare Rose as its agent for accepting and processing payment from Customers on Style Concierge’s behalf. Style Concierge authorizes Tiare Rose to receive payments on its behalf and to account for such payments after the time for returns has passed on the 15th and last day of each month, when Tiare Rose shall pay Style Concierge net of agreed-upon fees and/or other amounts owed by Style Concierge to Tiare Rose (such resulting amount, “Style Concierge Payment”), to Style Concierge’s Paypal account in accordance with its instructions. Style Concierge represents and warrants that each payment that it directs Tiare Rose to process through the Service is for the completed and fulfilled sale of goods or services from Style Concierge to a Customer.
- PURCHASE, ORDER PROCESSING, FULFILLMENT AND SHIPPING.
- Orders. Customers purchasing Products through the Site will place orders using the Tiare Rose checkout system. Style Concierge will set the prices in each customer’s Dressing Room up to the MSRP, which will be the default price. Tiare Rose will collect all proceeds from such transactions, including shipping costs and applicable taxes based on shipment options and tax designations provided by Style Concierge to Tiare Rose. Style Concierge will access the order information (e.g. Customer full name, shipping address, and email) (“Transaction Information”), including without limitation, Product(s) to be shipped to Customer. Tiare Rose will send an automated email message to each Customer confirming receipt of an order. Style Concierge will provide Tiare Rose with Style Concierge’s customer service contact information which Tiare Rose may include in such confirmation email and/or on the Site.
- Risk of Fraud and Loss. Style Concierge bears the risk of all fraud caused by Style Concierge.
- Fulfillment of orders & Shipping. Tiare Rose will cause the orders to be fulfilled and shipped.
- RESPONSIBILITIES (CANCELLATIONS, RETURNS AND REFUNDS).
- Responsibilities. Style Concierge is responsible for processing all Customer cancellations, returns, refunds, and/or customer service price adjustments. Style Concierge will comply with Tiare Rose’s Customer return, refund and price adjustment policies (“Customer Service Policies”) for display on the Site.
- Refunds. Tiare Rose will provide refunds according to Tiare Rose’s refund policy at Tiare Rose’s sole discretion. In cases where Style Concierge has already been paid, Tiare Rose will obtain a refund of the Style Concierge Payment received by Style Concierge for such returned Products either via (i) offset of any amounts payable by Tiare Rose to Style Concierge or (ii) by billing Style Concierge for such amounts.
- CONFIDENTIAL INFORMATION. Confidential Information means the Agreement, pricing, discounts, customer information, trade secrets, know-how, any proprietary tools, proprietary knowledge or proprietary methodologies disclosed by either Party and not generally available to the public. Each Party shall observe complete confidentiality with respect to the Confidential Information, and shall use commercially reasonable efforts and take all reasonable steps to protect the Confidential Information from any use, reproduction, publication, disclosure, or distribution except as specifically authorized by this Agreement. The receiving Party shall promptly notify the disclosing Party of any known unauthorized use or disclosure of the Confidential Information. The provisions of this section shall survive termination for any reason whatsoever.
- TERMINATION AND SUSPENSION.
- Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect as long as the Style Concierge continues using the Site to sell Products.
- Termination for Breach. This Agreement may be terminated at any time by either Party if the other Party breaches any provision of this Agreement, and has failed to cure such breach within fourteen (14) days of receipt of written notice of breach from the non-breaching party, stating the nature and character of the breach. Tiare Rose may immediately terminate this Agreement if Style Concierge fails to meet any of its tax obligations. Either Party may terminate this Agreement without prior notice or a cure period for breaches that are incapable of cure (including, but not limited to, a Party’s involvement in money laundering or terrorist activity). Upon termination of this Agreement under this Section 8(b), any fees due to either Party at the time of termination shall immediately come due and payable. Termination under this Section does not limit either Party from pursuing any other remedies available to such Party, including but not limited to injunctive relief.
- Tiare Rose Termination. Tiare Rose may terminate this Agreement at any time, for any reason with thirty (30) days written notice.
- Suspension. Tiare Rose may immediately suspend Style Concierge’s Account, at any time and in Tiare Rose’s sole discretion. Upon any termination or suspension of Style Concierge account, Tiare Rose may hold all Style Concierge Payments for ninety (90) days to allow for the settlement of all amounts owed to Tiare Rose.
- Post-Termination Obligations. Style Concierge will continue to have obligations under this Agreement after termination of the Agreement, including without limitation, the obligation to (i) provide customer service to Customers who purchased Products on the Site, (ii) pay any invoices delivered by Tiare Rose in connection with this Agreement, (iii) assist in fulfilling any outstanding orders, and (iv) immediately notify Tiare Rose of any security breach that allows a third party to view or access or otherwise compromise any Transaction Information.
- Survival. The provisions of this Agreement which by their nature are intended to survive termination of the Agreement (including, without limitation, representations, warranties, indemnification, payment obligations, remedies, Tiare Rose’s rights to use Style Concierge’s suggestions and feedback, limitations of liability, choice of law, jurisdiction, and venue) shall survive its termination.
- LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER HEREUNDER FOR ANY LOST PROFITS OR FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. TIARE ROSE’S CUMULATIVE LIABILITY, IF ANY, FOR DAMAGES, INCLUDING (BUT NOT LIMITED TO) LIABILITY ARISING OUT OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, WARRANTY, PATENT OR COPYRIGHT INFRINGEMENT SHALL NOT EXCEED THE AMOUNT OF FEES PAID TO TIARE ROSE BY STYLE CONCIERGE UNDER THIS AGREEMENT.
- WARRANTY DISCLAIMER. THE SITE AND ANY RELATED SERVICES, CONTENT, SOFTWARE, ARTWORK, DATA, AND INFORMATION ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TIARE ROSE EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY OF DATA, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, TITLE, OR NON-INFRINGEMENT. TIARE ROSE DOES NOT WARRANT THAT THE SITE WILL BE ERROR-FREE, FREE OF VIRUSES OR THAT DEFECTS WILL BE CORRECTED.
- NOTICES. Any notice or other communication required or permitted to be made or given to either party under this Agreement shall be deemed sufficiently made or given on the date of delivery if delivered in person, by facsimile, or by overnight commercial courier service with tracking capabilities with costs prepaid, or three (3) days after the date of mailing if sent by certified first class U.S. mail, return receipt requested and postage prepaid, at the address of the parties set forth below or such other address as may be given from time to time under the terms of this notice provision.
For Style Concierge: The address provided by Style Concierge in the onboarding process.
For Tiare Rose:
Tiare Rose Inc
PO Box 1180
760 N Washington Ave
Ketchum, Idaho 83340
Attn: Kim Castellano
- DEFINITIONS. For purposes of this Agreement, capitalized terms will have the meaning specified in their contextual paragraph, or where not otherwise defined herein, will have the meanings specified below:
“Affiliate” will mean, with respect to Tiare Rose, any entity that directly or indirectly controls, is controlled by, or is under common control with Tiare Rose. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Dressing Room” means online virtual portals with Products created by Style Concierge for a Customer.
“Calendar Year” means from January 1st to December 31st.
“Customer” means an individual or organization that purchases a Product(s) on the Site.
“Law” means any law, ordinance, statute, rule, regulation, order, license, permit, judgment, decision or other requirement, now or hereafter in effect, or any governmental authority of competent jurisdiction.
“Net Sales” means all sales at the price the Customer paid minus returns.
“Product” means products available for purchase on the Site.
“Services” means all of the services described in Section 1.
“Style Concierge Content” means all images, product information and content including without limitation, the product data, (i) provided by Style Concierge to Tiare Rose or its Affiliates for use in connection with the Services and (ii) otherwise made available by Style Concierge to Customer on the Site
- Dispute Resolution.
- The Parties shall attempt in good faith to resolve any dispute arising under this Agreement by negotiation and consultation between themselves. If such dispute is not resolved on an informal basis within five (5) business days after the commencement of negotiations, either Party may refer the dispute to executives of each Party.
- If the executives cannot resolve the dispute within ten (10) business days, then the Parties may submit the dispute to any mutually agreed mediation service for mediation. The Parties shall cooperate with each other in selecting a mediation service and shall cooperate with the mediation service and with each other in selecting a neutral mediator and in scheduling the mediation proceedings. The mediator's fees and expenses and the costs incidental to the mediation will be shared equally between the Parties.
- If the Parties cannot resolve the dispute through mediation, then within fifteen (15) business days after completion of mediation, either Party may file suit in a court of competent jurisdiction.
- Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, excluding its conflict of laws principles. Any action seeking enforcement of this Agreement or any provision hereof shall be brought exclusively in the state or federal courts located in the County of Blaine, State of Idaho, United States of America. Each Party irrevocably submits to the exclusive jurisdiction of such courts in such suit, action or proceeding. Service of process, summons, notice, or other document by certified mail to such Party's address set forth in Section 11 shall be effective service of process for any suit, action, or other proceeding brought in any such court.
- Order of Precedence. The express terms and conditions in this Agreement exclusively govern and control each Party's respective rights and obligations regarding the subject matter hereof. If any terms and conditions contained in a customer order conflict with any terms and conditions contained in this Agreement, this Agreement controls.
- Interpretation. This Agreement has been fully negotiated by the Parties and should not be construed either for or against either Party. The Section headings used in this Agreement are for ease of reference only.
- Continuing to Perform. Notwithstanding any other provision in this Agreement, during the pendency of any dispute in connection with this Agreement, and/or any notice and/or cure period in connection with any alleged breach and/or any termination of this Agreement, each Party shall, unless directed otherwise by the other Party in writing, continue to fulfill its obligations under this Agreement. Any failure to comply with this Section shall constitute a material breach of this Agreement not subject to cure.
- Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable under any applicable law, then such provision shall be deemed modified to the extent necessary in order to render such provision valid and enforceable. If such provision may not be so saved, it shall be severed, and the remainder of this Agreement shall remain in full force and effect.
- Modification and Waiver. This Agreement may not be modified except by a written agreement dated and executed after the Effective Date by Style Concierge and Tiare Rose or their respective, duly authorized representatives. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.
- Assignment. Neither Party may assign any of its rights or obligations under this Agreement without the prior written consent of the other Party. Any attempted assignment without the other Party’s consent shall be null and void; provided, however, that Tiare Rose may assign this Agreement without Style Concierge’s consent to an Affiliate or in connection with a sale or assignment of its line of business (or a portion of the business) related to the Products.
- Force Majeure. If either Party is prevented from complying, either totally or in part, with any of the terms of this Agreement by reason of fire, flood, storm, riot, war, pandemic, acts of terrorism, rebellion, or other “acts of God”, then upon prompt written notice to the other Party, the affected provisions of this Agreement shall be suspended during the period of such disability.
- Equal Opportunity. The parties agree to be bound by applicable state and federal rules governing equal employment opportunity and nondiscrimination. The parties will make all reasonable commercial efforts to provide services to Customers without discrimination on account of race, sex, color, religion, national origin, age, physical or mental disability, or veteran’s status.
- Rights and Remedies Cumulative. All rights and remedies under this Agreement are cumulative and not exclusive, and any reference in this Agreement to, and/or the exercise of, a particular right or remedy shall not exclude or constitute a waiver of any other rights or remedies available under this Agreement, at law or in equity.
- Independent Contractors. The Parties are independent contractors, and nothing in this Agreement shall be construed as creating an employer-employee relationship, a partnership, joint venture or other relationship between the Parties. Neither Party has any authority to assume or create obligations or liability of any kind on behalf of the other.
- Survival. Sections 4 (for payments made by Style Concierge and accepted by Tiare Rose prior to termination), 7, 8, 9, 10 and 11 shall survive the expiration or termination (for any reason) of this Agreement.
- Entire Agreement. This Agreement and Schedule A constitutes the entire agreement between the Parties regarding Services and supersedes all prior and contemporaneous agreements or communications with respect to such subject matter.
[Signatures on Following Page]
AGREED AND ACCEPTED:
TIARE ROSE INC. STYLE CONCIERGE:
- 10% off MSRP on the first $99,999.99 Net Sales in a Calendar Year.
- 15% off MSRP on the next $100,000.000 to $499,999.99 Net Sales in a calendar year.
- 20% off MSRP on Net Sales in a calendar year over $500,000.
FEE is $99 per year