This Agreement contains the terms and conditions to act as an Independent Ambassador (the “Ambassador”) on behalf of Geometry LLC, a California limited liability company (the “Company”). By selecting the “I AGREE” checkbox, you are agreeing to this Agreement in its entirety. Please read this Agreement carefully.
1. Appointment of Ambassador
The Company hereby appoints the Ambassador as a non-exclusive sales ambassador to sell and promote the Company's products and services including, but not limited to, home decor products such as kitchen tea towels, bath towels, and other towel products (the "Products"). The Ambassador hereby accepts the appointment and agrees to represent and promote the sale of the Products on a non- exclusive basis.
2. Independent Contractor
The Ambassador shall be an independent contractor in accordance with the provisions of Sections 2750.5 and 3353 of the California Labor Code, and any corresponding provisions of the law of any other state or jurisdiction. The Ambassador understands that Ambassador is not, and shall not be treated as, an employee of the Company.
The Ambassador is solely responsible for paying all taxes incurred as a result of the performance of its services under this agreement and complying with all tax-related obligations. The Company has no obligation to pay or withhold any sums for taxes.
4. Approved Sales Channels and Selling Methods
The Ambassador shall only utilize Company approved sales channels with an emphasis on person-to-person selling methods. Approved sales channels include and are limited to in-person home parties, Facebook Live, and Instagram.
5. Prohibited Sales Channels and Selling Methods
Prohibited sales channels include but are not limited to brick and mortar retail locations, whether operated by Ambassador or third party, e-commerce websites, whether operated by Ambassador or a third party, online marketplaces such as amazon.com, etsy.com, ebay.com, and any other online e-commerce website or marketplace. AMBASSADOR AGREES TO NOT UTILIZE ANY PROHIBITED SALES CHANNELS TO SELL GEOMETRY PRODUCTS.
6. Order Submission Process
Orders shall only be submitted through the Company website.
7. Minimum Order Amount
First order minimum amount is $299.00 USD after Ambassador discount is applied.
Reorder minimum amount is $99.00 USD after Ambassador discount is applied.
8. Ambassador Discount
Upon acceptance to the Geometry Ambassador Program, the Company will provide the Ambassador with a unique discount code which will allow Ambassador to purchase Company Products at a 56% discount.
For example, a Geometry Kitchen Tea Towel that is priced at $16 on Company's website can be purchased by Ambassador for $7 as long as the order minimum is met.
9. Return Policy
Any items purchased by Ambassador using Ambassador's discount code can be returned within 14 days of receipt for a full refund. Returned items must be in new and unused condition. Ambassador must request approval for a return by emailing firstname.lastname@example.org.
The Ambassador is solely responsible for any expenses it incurs in performing its services under this agreement.
The Ambassador shall devote such time, energy, and skill on a regular and consistent basis as is necessary to sell and promote the sale of the Company's Products.
12. Stating Company Policies
The Ambassador shall accurately represent and state Company policies to all present and potential customers.
13. Compliance with Laws
The Ambassador shall comply with all Laws and industry regulations relating to its representation of the Products.
14. Product Information
The Company shall provide the Ambassador with current product information and announcements of new products and styles.
15. Sales Terms
The Company shall determine all Product prices and terms of sale, and give timely notice to the Ambassador of any Product price changes.
The term of this agreement is month-to-month and may be cancelled in writing by either party at any time.
17. No Conflicts
The Ambassador is under no restriction or obligation that may affect the performance of its obligations under this agreement.
The Company's appointment of the Ambassador is non-exclusive. The Company may appoint additional Ambassadors without liability or obligation to the Ambassador.
19. No Other Compensation
The compensation detailed in the section titled Commissions and Expenses is the Ambassador's sole compensation under this agreement.
20. No Authority
The Ambassador has no authority to bind the Company in any manner.
21. Right to Use Company Marks
The Ambassador's right to use the Company Marks derives solely from this agreement and is limited to performing its obligations under this agreement.
22. Benefit of Goodwill
The Ambassador's usage of the Company Marks and any resulting goodwill will accrue solely to the Company's benefit.
Use of Company Marks
23. Ownership of Company Marks
The Ambassador recognizes the Company's exclusive right, title, and interest in and to all service marks, trademarks, and trade names used by the Company (collectively, the "Company Marks").
24. Actions in Company's Best Interests
The Ambassador shall act in the best interests of the Company as owner of the Company Marks and in such a way as to preserve and protect the Company's interest in them.
25. No Rights in Company Marks
The Ambassador shall not apply for, acquire, or claim any right, title, or interest in or to any Company Marks or in any marks that may be confusingly similar to any of them.
26. Confidentiality Obligations
During the period starting on the Effective Date and ending 2 years after the date of termination or expiration of this agreement (the "Restricted Period"), the Ambassador shall hold all Confidential Information in confidence in accordance with the terms of this agreement.
27. Use only for the Purpose
The Ambassador shall use the Confidential Information solely for the purpose of selling and promoting the Products.
28. Definition of Confidential Information
In this agreement, "Confidential Information" means all non-public business-related information, written or oral, disclosed or made available by the Company to the Ambassador, directly or indirectly, through any means of communication or observation, but does not include information that is or becomes publicly known through no wrongful act of the Ambassador, the Ambassador received in good faith on a non-confidential basis from a source other than the Company, was in the Ambassador's possession before its disclosure by the disclosing party or its Ambassadors, the
Ambassador developed independently without breach of this agreement, or the Company has explicitly approved, by Notice to the Ambassador, for release to a third party.
29. Termination on Notice
Either party may terminate this agreement for any reason upon 30 business days' written Notice to the other party.
30. Termination on Breach
If either party commits any material breach or material default in the performance of any obligation under this agreement, and the breach or default continues for a period of 14 business days after the other party delivers Notice to it reasonably detailing the breach or default, then the other party may terminate this agreement, with immediate effect, by giving written Notice to the first party.
31. Termination on Insolvency
This agreement will terminate immediately upon either party's insolvency, bankruptcy, receivership, dissolution, or liquidation.
Effect of Termination
32. Discontinue Use of Company Marks
Effective as of the date of termination or expiration of this agreement, the Ambassador shall cease to use any of the Company Marks.
33. Ambassador’s Indemnity
The Ambassador shall indemnify the Company and its Indemnitees against all claims, liability, and expenses (including legal fees) arising from any third party claim or proceeding brought against the Company that alleges any negligent act or omission or willful conduct of the Ambassador or its Indemnitees.
34. Company’s Indemnity
The Company shall indemnify the Ambassador against all claims, liability, and expenses (including legal fees) arising from any third party claim or proceeding brought against the Ambassador that alleges any negligent act or omission or willful conduct of the Company or its Indemnitees, any defects in the Products caused by the Company, or the Company's failure to provide any Products to a customer that were properly ordered through the Ambassador.
35. Conditions for Indemnification
A party’s obligation to indemnify the other party under this section (Indemnification) is conditional upon the indemnified party giving the indemnifying party prompt Notice of a claim or potential claim made against it, giving the indemnifying party sole control of the defense
and settlement of the claim, except that the indemnifying party may not settle the claim unless the settlement unconditionally releases the indemnified party of all liability, and providing the indemnifying party with all reasonable assistance, at the indemnifying party’s expense, in connection with the claim.
No party will be entitled to indemnification from the other party if the claim is based on or results in any material part from the negligence or unlawful or wrongful acts of the party seeking indemnification.
37. Exclusive Remedies
The indemnification rights granted under this section (Indemnification) are the exclusive remedies available under this agreement in connection with the claims and losses that this section addresses.
Definition of “Indemnitee.”
In this agreement, “Indemnitee” means, for either party, any of that party’s directors, officers, employees, shareholders, partners, agents, or affiliates.
In addition to the terms at the top of the first page of this agreement, the following definitions apply:
"Company Marks" is defined in the section titled Ownership of Company Marks.
"Confidential Information" is defined in the section Definition of "Confidential Information".
“Governmental Authority” means the government of the United States or any other nation, or any of its or their geographical or political units or subdivisions, and any body, agency, tribunal, arbitrator, court, authority, or other entity that exercises executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of, or relating to, government.
"Indemnitee" is defined in the section titled Definition of "Indemnitee".
“Law” means any law (including the common law), statute, by-law, rule, regulation, order, ordinance, treaty, decree, judgment, and any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any Governmental Authority having the force of law.
“Notice” means any notice, request, direction, or other document that a party can or must make or give under this agreement.
"Products" is defined in the section titled Appointment of Ambassador.
"Restricted Period" is defined in the section titled Confidentiality Obligations.
39. General Provisions
Entire agreement. This agreement contains all the terms agreed to by the parties relating to its subject matter. It replaces all previous discussions, understandings, and agreements.
Amendment. This agreement may only be amended by a written document signed by both parties.
The Ambassador may not assign this agreement or any of its rights or obligations under this agreement without the Company's prior written consent. The Company may assign this agreement or any of its rights or obligations under this agreement, effective upon Notice to the Ambassador.
The Ambassador is an independent contractor. Nothing contained in this agreement creates a partnership, joint venture, employer/ employee, principal-and-agent, or any similar relationship between the parties.
Form of Notice
All notices and other communications between the parties must be in writing and sent via electronic mail as follows:
If to the Company: email@example.com
If to the Ambassador:
Email address provided by Ambassador. Method of Notice
Notices must be given by (i) personal delivery, (ii) first-class registered or certified mail, postage prepaid, or (iii) electronic mail to the party's email address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.
Receipt of Notice
A Notice given in accordance with this agreement will be effective upon receipt by the party to which it is given or, if mailed, upon the earlier of receipt and the fifth Business Day following mailing.
Except as provided in the section titled Exclusive Remedies, the rights and remedies available to a party under this agreement are cumulative and in addition to, not exclusive of or in substitution for, any rights or remedies otherwise available to that party.
Sections titled Commissions and Expenses, Confidentiality, Effect of Termination, and Indemnification survive the termination or expiration of this agreement.
If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
A party’s failure or neglect to enforce any of rights under this agreement will not be deemed to be a waiver of that party's rights.
The Ambassador acknowledges that its breach or threatened breach of any its obligations under section 10 (Confidentiality) would not be susceptible to adequate relief by way of monetary damages only. Accordingly, the Company may, in that case, apply to court for any applicable equitable remedies (including injunctive relief), without the need to post any security.
This agreement will be governed by and construed in accordance with the laws of the State of California.
Waiver of Jury Trial
Each party irrevocably waives its rights to trial by jury in any action or proceeding arising out of or relating to this agreement or the transactions relating to its subject matter.
The headings used in this agreement and its division into sections, schedules, and other subdivisions do not affect its interpretation.
References in this agreement to sections, schedules, and other subdivisions are to those parts of this agreement.
This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document.
Effectiveness of Agreement and Effective Date
By clicking the “I AGREE” checkbox you acknowledge that you have read and accept this Agreement in its entirety. The Effective Date, (the “Effective Date”) shall be the date the checkbox was checked and the completed form was submitted to the Company via the Company website.