INDEPENDENT STYLIST AGREEMENT

This Agreement contains the terms and conditions to act as an Independent Stylist (the “Stylist”) on behalf of Geometry LLC, a California limited liability company (the “Company”). By selecting the “I AGREE TO THE INDEPENDENT STYLIST AGREEMENT” checkbox, you are agreeing to this Agreement in its entirety. Please read this Agreement carefully.

Appointment of Stylist

The Company hereby appoints the Stylist as a non-exclusive sales representative to sell and promote the Company's products and services including, but not limited to, home decor products and accessories (the "Products"). The Stylist hereby accepts the appointment and agrees to represent and promote the sale of the Products on a non-exclusive basis.

Independent Contractor

The Stylist 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 Stylist understands that Stylist is not, and shall not be treated as, an employee of the Company.

Taxes

The Stylist is solely responsible for paying all taxes incurred (if any) as a result of the performance of its services under this agreement and complying with all tax-related obligations, including, but not limited to, any taxes owed by Stylist for commissions or bonuses earned. The Company has no obligation to pay or withhold any sums for taxes as they relate to commissions or bonuses earned by Stylist.

However, as it relates to orders submitted through the Company’s website, the Company will collect the appropriate sales tax for each order and will be responsible for paying the collected sales tax to the appropriate governing entity.

Sales Channels and Selling Methods

The Stylist shall only utilize Company approved person-to-person sales channels and selling methods as outlined by the Company which include, but are not limited to, in-home parties, Facebook Live parties, and other person-to-person selling methods.

Order Submission Process

Customer Orders may only be submitted through the Company website utilizing a Stylist's Team Link.

Commission and Expenses

Commissions

The Company shall pay Stylist a commission on orders placed through Stylist’s Team Link, as well as orders placed through the Team Link belonging to Stylist’s Level 2 Stylists, as well as orders placed through the Team Link belonging to Stylist’s Level 3 Stylists. 

Calculation of Commissions

Commissions are calculated as follows:

20% of the Wholesale Value of an order placed through Stylist's Team Link.

5% of the Wholesale Value of an order placed through the Team Link belonging to a Level 2 Stylist.

1% of the Wholesale Value of an order placed through the Team Link belonging to a Level 3 Stylist.

Definition of "Wholesale Value."

In this agreement, "Wholesale Value" is 80% of an order's subtotal before shipping and taxes, and after any discounts.

Bonus Plan

In addition to the above outlined commission, the Company shall pay a monthly bonus to qualifying Stylists. To qualify for the monthly bonus, a Stylist must have a Total Monthly Customer Orders amount from the previous month that is within the top percentage range of all active Stylists in the Company. This top percentage range can vary from the top 2% to the top 10% of Stylists, depending on the total number of active Stylists in the Company, and at the Company’s discretion.

Calculation of Bonus

Each month a Bonus Pool is calculated from a percentage of the previous month’s Total Company Customer Orders. The top performing Stylists receive a percentage of the Bonus Pool based on their Total Monthly Customer Orders compared to the Total Monthly Customer Orders of the other qualifying Stylists.

Offsets and Charge-Backs

In calculating the Stylist's commission, the Company may offset any credits, cancellations, refunds, allowances, and returns to or by customers of revenues on which Stylist has already been paid commissions under this agreement, but in no event will the offset for any customer exceed the sales price of that customer's returned, cancelled, or otherwise credited Products.

No Commissions in Certain Circumstances

The Company will not be required to pay the Stylist a commission where prohibited by law.

Expenses

The Stylist is solely responsible for any expenses it incurs in performing its services under this agreement.

Commission Payment Obligations

Timing of Payment

The Company shall pay the Stylist its commissions every Friday and bonuses (if any) by the 15th day of the month for all qualifying Customer Orders made the previous month. The Company reserves the right to modify the timing and schedule of commission payments at any time and will notify Stylist in writing if/when a change occurs.

Commission Payment Method

The Company shall pay the Stylist its commissions via direct-deposit or another payment method selected by the Company.

Stylist's Responsibilities

Duties

The Stylist 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.

Stating Company Policies

The Stylist shall accurately represent and state Company policies to all present and potential customers.

Compliance with Laws

The Stylist shall comply with all Laws and industry regulations relating to its representation of the Products.

Company's Responsibilities

Product Information

The Company shall provide the Stylist with current product information and announcements of new products and styles.

Sales Terms

The Company shall determine all Product prices and terms of sale, and give timely notice to the Stylist of any Product price changes.

Term

The term of this agreement is month-to-month and may be cancelled in writing by either party at any time.

Stylist's Representations

No Conflicts

The Stylist certifies that Stylist is under no restriction or obligation, including, but not limited to, any non-compete agreement or other contract entered into with a third party, that would prohibit Stylist's participation in Company's Independent Stylist Program, or affect the performance of Stylist's obligations under this agreement.

Acknowledgements

Non-Exclusivity

The Company's appointment of the Stylist is non-exclusive. The Company may appoint additional Stylists without liability or obligation to the Stylist.

No Other Compensation

The compensation detailed in the section titled Commissions and Expenses is the Stylist's sole compensation under this agreement.

No Authority

The Stylist has no authority to bind the Company in any manner.

Right to Use Company Marks

The Stylist's right to use the Company Marks derives solely from this agreement and is limited to performing its obligations under this agreement.

Benefit of Goodwill

The Stylist's usage of the Company Marks and any resulting goodwill will accrue solely to the Company's benefit.

Use of Company Marks

Ownership of Company Marks

The Stylist 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").

Actions in Company's Best Interests

The Stylist 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.

No Rights in Company Marks

The Stylist 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.

Confidentiality

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 Stylist shall hold all Confidential Information in confidence in accordance with the terms of this agreement.

Use only for the Purpose

The Stylist shall use the Confidential Information solely for the purpose of selling and promoting the Products.

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 Stylist, 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 Stylist, the Stylist received in good faith on a non-confidential basis from a source other than the Company, was in the Stylist's possession before its disclosure by the disclosing party or its Stylists, the Stylist developed independently without breach of this agreement, or the Company has explicitly approved, by Notice to the Stylist, for release to a third party.

Termination

Termination on Notice

Either party may terminate this agreement for any reason upon 30 business days' written Notice to the other party.

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.

Termination on Insolvency

This agreement will terminate immediately upon either party's insolvency, bankruptcy, receivership, dissolution, or liquidation.

Effect of Termination

Discontinue Use of Company Marks

Effective as of the date of termination or expiration of this agreement, the Stylist shall cease to use any of the Company Marks.

Indemnification

Stylist's Indemnity

The Stylist 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 Stylist or its Indemnitees.

Company's Indemnity

The Company shall indemnify the Stylist against all claims, liability, and expenses (including legal fees) arising from any third party claim or proceeding brought against the Stylist 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 Stylist.

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.

Exception

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.

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.

Definitions

In addition to the terms already defined in this agreement, the following additional definitions apply:

“Team Link” is a unique URL provided by the Company to Stylist which allows the Company to attribute Customer Orders to the Stylist, as well as attribute new Stylist enrollments to the Stylist.

“Level 2 Stylist” is an individual that enrolls in the Geometry Independent Stylist Program via Stylist’s Team Link.

“Level 3 Stylist” is an individual that enrolls in the Geometry Independent Stylist Program via a Level 2 Stylist’s Team Link.

“Customer Orders” are orders placed through a Team Link.

“Total Monthly Customer Orders” is the total monthly dollar amount of Customer Orders attributed to a Stylist in a given month, with payment completed by the customer, less any freight, taxes, or other fees.

“Total Company Customer Orders” is the total monthly dollar amount of Customer Orders attributed to all active Stylists in the Company in a given month, with payment completed by the customer, less any freight, taxes, or other fees.

“Bonus Pool” is a percentage of Total Company Customer Orders in a given month that is allocated by the Company to the payment of bonuses to qualifying Stylists.

"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.

"Wholesale Value" is defined in the section titled Definition of "Wholesale Value".

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 Stylist.

"Restricted Period" is defined in the section titled Confidentiality Obligations.

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.

Assignment

The Stylist 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 Stylist.

No Partnership

The Stylist 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.

Notice

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:

stylistsupport@geometry.house

If to the Stylist:

Email address provided by Stylist.

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.

Remedies Cumulative

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.

Survival

Sections titled Commissions and Expenses, Confidentiality, Effect of Termination, and Indemnification survive the termination or expiration of this agreement.

Severability

If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Waiver

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.

Equitable Relief

The Stylist 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.

Governing Law

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.

Headings

The headings used in this agreement and its division into sections, schedules, and other subdivisions do not affect its interpretation.

Internal References

References in this agreement to sections, schedules, and other subdivisions are to those parts of this agreement.

Counterparts

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 TO THE INDEPENDENT STYLIST AGREEMENT” 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.