THIS AGREEMENT made on the date of purchase AULARALE SKIN CARE & COSMETICS, INC., a Georgia corporation, with its principal business address at 4025 Welcome All Road Suite 115, Atlanta, Georgia 30349 (hereinafter referred to as "Aularale") and purchaser of an Aularale Beauty Consultant Starter Kit (hereafter referred to as the "Consultant").
WHEREAS, as the result of the expenditure of time, effort and money in research and development, Aularale has Acquired experience and knowledge with respect to the ingredients, formulae, production, merchandising, distribution, and sale of cosmetics and related products (hereinafter referred to as the "Products"); and
WHEREAS, Aularale has established a reputation, demand and goodwill for cosmetics and related products under its name, which signifies to the public the highest standards of quality and appearance; and
WHEREAS, all of the foregoing have a unique and valuable significance to the public, and the Consultant being Cognizant thereof desires to obtain the benefits thereof by becoming a distributor as hereinafter provided;
NOW, THEREFORE, in consideration of the mutual promises herein contained, it is agreed as follows:
1. Grant and Services Provided. Aularale grants to Consultant the right to sell the Products. Aularale agrees to provide Consultant with a Beauty Consultant Kit, which includes product samples, a training manual and training brochures, sales brochures, order forms and promotional materials. A listing of the quantity and types of product samples and materials included in the Beauty Consultant Kit is found in the Company's sales literature, which is attached hereto and incorporated herein by this reference. Aularale also agrees to provide Consultant with Products when ordered as set forth herein, and a periodic newsletter, which includes highlights on top performers, new programs and product information, and special promotions.
2. Prohibition of Use of Trade Name. Consultant shall not use the trade name "Aularale" in connection with any trade, corporate or business name, without the written consent of Aularale. Nor shall Consultant use such trade name or any other trade name or trademark of Aularale as part of any trade, corporate or business name during any period in which Consultant sells or advertises any articles other than the Products.
3. Commissions. Aularale shall pay to Consultant a commission in accordance with the Commission System as set forth in itÔÇÖs current commission system literature. Said Commission System is subject to change from time to time at the sole discretion of Aularale and upon thirty (30) days' written notice to Consultant.
4. Payments. (a) Consultant agrees to pay an initial fee in the amount of $150.00 for the purchase of a Beauty Consultant Kit. Consultant has an option, but is not required, to purchase additional samples and materials in accordance with the fee schedule, as set forth in the Company's sales literature.
(b) Consultant may, at his or her option, order Products from Aularale's product catalogue at prices set forth therein, at any time during the term of this Agreement. Orders placed by Consultant for Products shall be subject to the approval of Aularale and shall be accompanied by cashier's check or money order for payment in full. Conditions of sale may be established by Aularale from time to time. Consultant may establish its own prices.
(c) Aularale may, but is not obligated to, offer training seminars and presentations from time to time. Consultant is not obligated to participate in or attend said seminars or presentations. An additional fee may be charged for Consultants attendance and/or participation.
5. Delivery of Products. The approximate delivery date of the Beauty Consultant Kit is up to ten (10) business days after execution of this Agreement by both parties. The approximate delivery date of Products is up to ten (10) business days after receipt of order.
6. Termination by Aularale. Aularale may terminate this Agreement at anytime by giving the Consultant written notice of termination. Notwithstanding the above, should Consultant cease to function as a going business or should a receiver be appointed for the Consultant or his/her property or should any petition be filed by or against Consultant under any Section of Chapter of the U.S. Bankruptcy Code or should Consultant make an assignment for the benefit of creditors, Aularale may terminate this Agreement upon ten (10) days' written notice to Consultant.
7. Termination by Consultant. A participant in this multilevel marketing plan has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the company at its principal business address.
8. Effect of Termination. (a) Upon termination, Consultant will immediately cease the advertising and sale of Products.
(b) Upon termination, or upon receipt of notice of termination given by consultant, Aularale may cancel all orders from Consultant for Products which have been placed, whether or not the orders have been shipped prior to receipt of the notice or cancellation. However, any indebtedness, liability, or obligation of consultant shall remain in effect.
(c) Upon Termination, Aularale may stop in transit and take possession of any Products shipped to Consultant then in transit, and Aularale shall repurchase and Consultant shall sell all unencumbered Products shipped to Consultant then in transit, and Aularale shall repurchase and Consultant may sell all unencumbered Products in possession of Consultant which are in a reasonably resalable or reusable condition at 90 percent the original net price paid for same by Consultant plus taxes actually paid by Consultant. This repurchase percentage for products which were purchased by the consultant in excess of 12 month of the termination date shall be 80%; 70% for 36 months after termination and 0% for 48 months after termination. Consultant will be responsible for payment of all shipping charges. At the request of Aularale, Consultant shall instead sell such Products at such price to any other consultant or distributor designated by Aularale. The final determination as to whether any of said Products is in a reasonably resalable or reusable condition shall be made in the sole discretion of Aularale.
9. Assignment. The distribution rights granted to Consultant by this Agreement are personal and shall not be assignable without the written consent of Aularale.
10. Independent Contractor Status and Indemnification. (a) This Agreement shall in no way be construed to constitute Consultant as an agent, legal representative, joint venturer, partner, employee, servant or agent of Aularale, for any purpose whatsoever, Consultant being an independent contractor engaged in his/her own and entirely separate business.
(b) Consultant is in no way authorized to make any contract, agreement, warranty or representation on behalf of Aularale, or to create any obligation, express or implied, on behalf of Aularale. Under no circumstances shall Aularale be liable for any act, omission, debt or any other obligation of Consultant. Consultant shall indemnify and hold Aularale harmless against any such claim and the cost of defending any such claim (including, but not limited to, reasonable attorney's fees) arising directly or indirectly from, or as a result of, or in connection with Consultant's business and distribution of Products.
11. Prior Agreements. Any prior agreements between the parties are deemed terminated and superseded by this Agreement.
12. Notices. Any notices by either party as provided for in this Agreement shall be in writing to the other party at its last known address and delivered by hand, telegram, certified or registered mail, or courier service guaranteeing overnight delivery. Delivery shall be accomplished when such writing is deposited in the mail.
13. Entire Agreement. This Agreement contains all the terms, conditions and understandings between the parties. None of the provisions may be changed, modified or waived except in a writing signed by Consultant and a duly authorized representative of Aularale.
14. Applicable Law. This Agreement has been made in the State of Georgia and shall be interpreted and construed in accordance with the laws of that State.
15. Severability. If any provision of this Agreement is deemed to be invalid or inoperative for any reason, such finding shall in no event invalidate the other parts of this Agreement.
Upon purchase , the parties have executed this Agreement on the date of purchase.