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Noir Girl Magic™ Ambassador Program Terms and Conditions

Ambassador Program Terms and Conditions

NOIR GIRL MAGIC™ Brand Ambassador Program Terms and Conditions

IMPORTANT NOTICE

PLEASE READ CAREFULLY THE TERMS OF THIS BRAND AMBASSADOR AGREEMENT (“AGREEMENT”) AND ONLY CLICK ON THE “I AGREE” BUTTON IF YOU AGREE TO BE BOUND BY THESE TERMS.

BY CLICKING ON THE “I AGREE” BUTTON, YOU AGREE TO BECOME A SALES REPRESENTATIVE OF NOIR GIRL MAGIC™ (HEREINAFTER REFERRED TO AS A “BRAND AMBASSADOR”) AND YOU ACKNOWLEDGE AND CONFIRM THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, (2) YOU ARE 18 YEARS OF AGE OR OLDER, (3) IF YOU RESIDE IN THE UNITED STATES, YOU ARE AUTHORIZED TO WORK IN THE UNITED STATES. (4) YOU HAVE A PUBLIC INSTAGRAM ACCOUNT

IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT, OR IF YOU DO NOT MEET ALL OF THESE CRITERIA, YOU MUST CLICK ON THE “CANCEL” BUTTON TO DISCONTINUE THE PROCESS OF BECOMING A  JEWELRY BRAND AMBASSADOR.

YOU AGREE THAT WHEN YOU CLICK “I AGREE” TO BECOME A NOIR GIRL MAGIC™ BRAND AMBASSADOR AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU WILL “SIGN” THIS AGREEMENT ELECTRONICALLY PER THE UNIFORM ELECTRONIC TRANSACTIONS ACT (UETA) AND YOU WILL BE LEGALLY BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW.

We are so pleased to have you join the NOIR GIRL MAGIC™ Brand Ambassador Program. In order for you to become a new independent sales representative for us, we need to agree on the terms that will govern our relationship.

These terms and conditions are agreed upon by you, the "Ambassador" and the Company (NOIR GIRL MAGIC™) when you select "I accept the Terms and Conditions" on the section of your application that asks if you have read and accepted terms and conditions. 

1. SERVICES. I understand that NOIR GIRL MAGIC™ desires to engage my services as an independent direct sales representative to identify and engage potential customers of NOIR GIRL MAGIC™ and sell NOIR GIRL MAGIC™ products and services (the “Services”). The two methods of services are:

1.a Using photos from our site

You become part of this program when you select the option of "Using Photos From NOIR GIRL MAGIC™ Website" on the application.  By entering this program, you agree to post to Instagram at a minimum of 2 times and to tag @noirgirlmagic in your post as well as the caption.  These posts are required within 30 days of receiving an email with your 15% off discount code to share with followers.

1.b Purchasing items with a discount code that we supply you, then posting pictures.

You become part of this program when you select the option of "Purchasing then Posting" on the application.

TERMS OF THE PERSONALIZED DISCOUNT CODE PROVIDED TO YOU.  

NOIR GIRL MAGIC™ will not cover shipping fees to your location.

In the email sent to you, we specify the quantity and type of item that you are permitted to use the discount code for.  Misuse of the code will forfeit your opportunity to be a part of the Ambassador program and make money for sales using your shared discount code.  In some cases, misuse of the code will also make you subject to additional fees outlined in this section.

You agree to pay fees invoiced to the account that you specified in your application in a timely manner in the event of misuse, as dictated below.

Manners in which a code can be misused when purchasing:

1. Misuse of code by falsifying address data from an original form submission.  If your shipping country does not match the country you submitted in your ambassador application, without contacting us at ambassador@noirgirlmagic.com to change your address before the point of purchase.

2. Misuse of code in an attempt to order additional items outside of the number or item type we have specified in our communication with you.

Additionally, if you Misuse code by attempting to order additional items outside of the number we have specified in our communication with you, you will be refunded your order total less a $5 penalty fee.  If your order total is less than or equal to $5 you will not be refunded.  In either case, ordered items will not be fulfilled.

TERMS OF REDEEMING PERSONALIZED DISCOUNT CODE AND POSTING ON SOCIAL MEDIA.

1. By entering this program, you agree to post to Instagram, on the account you specified in your application form, at a minimum 2 times within 30 days and to tag @noirgirlmagic in your photos as well as captions.  

2. You agree that your posts will be made within 30 days or less after your order is delivered (delivery date as noted by the carrier). 

3. You are responsible for contacting NOIR GIRL MAGIC™ via email to ambassador@noirgirlmagic.com with the intended dates of your posts, within 72 hours of an item being marked as delivered by the carrier.  

4. If you have a valid reason to post more than 30 days after delivery date, then you are responsible for contacting NOIR GIRL MAGIC™ via email to ambassador@noirgirlmagic.com with the intended dates of your posts within 72 hours of carrier marked delivery date.  Valid reasons include:

- Photo evidence of damaged product
- Unforeseen travel wherein you will not be able to post product

5. You agree to only promote the Company, product, and brand with a positive image.  

6. If an item is not received, then you agree to report the issue to NOIR GIRL MAGIC™ via email to ambassador@noirgirlmagic.com within 72 hours of the delivery date as noted by the carrier.

7. Within 24 hours of posting, you are responsible for notifying NOIR GIRL MAGIC™ of your posts and sending over images from your posts.

8. You agree to give NOIR GIRL MAGIC™ the right to use your photos on their website, in future promotional materials, and campaigns.

Manners in which a code can be misused after item delivery:

1. Misuse via failure to contact NOIR GIRL MAGIC™ via email to ambassador@noirgirlmagic.com with the intended dates of your posts, within 72 hours of an item being marked as delivered by the carrier.  

2. Misuse via failure contact NOIR GIRL MAGIC™ If an item is not received via email to ambassador@noirgirlmagic.com within 72 hours of the delivery date as noted by the carrier.

3. Misuse via failure to contact NOIR GIRL MAGIC™ via email to ambassador@noirgirlmagic.com if you have a valid reason to post more than 30 days after delivery date, with the intended dates of your posts within 72 hours of carrier marked for delivery date.

4. Misuse via failure to post on Instagram within 24 hours of the written intended date of your post(s).

5. Misuse via failure to post on Instagram a minimum of (2) times within 30 days of receiving your item(s).

6. Misuse via failure to promote the Company, product, and brand with a positive image.

7. Misuse via failure to notify NOIR GIRL MAGIC™ within 24 hours of posting on Instagram with the image(s) from your posts.

In misuse cases stated above, the Ambassador shall be liable for the total retail value of the product received, less the amount already paid, if any.  Ambassador will be sent an invoice and agrees to pay the invoice within 48 hours of receiving an invoice. In misuse case #6, additional fines of up to $20 per day will apply for the number of days a post, or posts, are live on the Ambassador's social media account(s) after they have been sent the original invoice.

  1. COMPENSATION.

2.1 Compensation Terms. I understand and agree that the sole compensation for my performance of the Services by NOIR GIRL MAGIC™ will be the sales commission specified in the commission schedule below (“Commission”). I understand and agree that the commission schedule may be modified from time to time in NOIR GIRL MAGIC™ sole discretion; provided, however, that any such modification will be on a going-forward basis, and any Commission earned pursuant to the terms in place prior such modification will be paid under previous terms. All Ambassadors must complete a W-9 when they have been paid $600 in commission. We will issue 1099 Misc tax purposes at the end of the year if a when a W-9 is issued.

Commission:

  1. a. Base commission of 7% on most referred sales made through your brand ambassador coupon code, excluding sale items, or sales that involve a third party, such as a Retail, non-profit or other organization.
  2. The opportunity for increased base commission for our most engaged affiliates.
  3. Gift Certificates are not eligible for commissions.
  4. Sale items are not eligible for commissions

2.2 Returns, Purchaser Mistakes, and Refunds. I understand and acknowledge that products and services I purchase for myself, and sales that result in returns shall not generate Commission. Any returns by the purchaser must be made within 14 days. In the unlikely instance that a purchase is refunded after payment is issued, the amount will be deducted from my future commission payment. In the instance of a mistake by the purchaser, sales must be associated to my account via written request within a fourteen (14) days of purchase. I grant NOIR GIRL MAGIC™ full discretion as to the amount of Commission I will be paid based on the orders associated with me, and I agree to accept such determination as final. 

Certain products do not qualify for returns. Purchaser will receive store credit, which will not constitute a return.

2.3 Payment Terms. NOIR GIRL MAGIC™ will make payments to all Brand Ambassadors after every 5 purchases made with the ambassador’s code, for all associated payments received from customers in the previous calendar month, minus any refunds.

2.4 No Other Payment. I understand that, other than the compensation set forth in Exhibit A, I am not entitled to any other payments under this Agreement, including fees, compensation, royalties, revenue or usage-based payments.

  1. RESPONSIBILITIES. I understand and agree that the manner and means used to provide the Services are in my sole discretion and control. However, I will at all times conduct myself with the highest degree of professionalism, behave in a legal, ethical and business-like manner, and maintain the highest standards of integrity, honesty, and responsibility in my dealings with NOIR GIRL MAGIC™, its staff, customers and other sales representatives. I further understand and agree to all of the following conditions:
  2. I will present NOIR GIRL MAGIC™ products and services in a truthful and sincere manner and will not engage in any activity or action that may damage NOIR GIRL MAGIC™ reputation or the reputation of its products or services.
  3. I will not use the NOIR GIRL MAGIC™ trademark or trade names as my own, nor will I make any claim of right or try to invalidate any trademarks or trade names owned by or related to NOIR GIRL MAGIC™.
  4. I will comply at all times with NOIR GIRL MAGIC™ policies and procedures, including without limitation NOIR GIRL MAGIC™ Terms of Service and Privacy Policy.
  5. My use of NOIR GIRL MAGIC™ trademarks, service marks or logos (the “Marks”) is limited to use in connection with the NOIR GIRL MAGIC™ brand. Any promotional materials containing a Marks shall be used only in accordance with brand guidelines furnished by NOIR GIRL MAGIC™ in a separate “Brand Guidelines” document, incorporated herein by reference. Any other use of a Mark outside of the Services contemplated by this Agreement requires prior permission, and I will contact NOIR GIRL MAGIC™ to obtain such permission. I will not attempt to challenge, cancel, damage, dilute or make any claim of right to the Marks or any other registered or unregistered materials produced by or created by NOIR GIRL MAGIC™.
  6. MATERIALS AND INFORMATION. I agree to provide my own equipment and other materials necessary to perform under this Agreement at my own expense. I understand that NOIR GIRL MAGIC™ shall be responsible for all pricing, billing, and shipment of products to any customer.
  7. INDEPENDENT CONTRACTOR RELATIONSHIP. I understand that NOIR GIRL MAGIC™ is not my employer. My relationship with NOIR GIRL MAGIC™ will be that of an independent contractor, and nothing in this Agreement should be construed to create an employer-employee relationship or any other relationship other than that of an independent contractor. I understand I will not be entitled to any of the benefits that NOIR GIRL MAGIC™ makes available to its employees, such as group insurance, worker’s compensation, stock options, or retirement plans, and that I will be solely responsible for all tax returns and payments required with respect to my performance of Services and receipt of fees under this Agreement. If applicable, NOIR GIRL MAGIC™ will report amounts paid to me for Services by filing Form 1099-MISC with the Internal Revenue Service, as required by law. I understand that NOIR GIRL MAGIC™ will not withhold or make payments for social security, unemployment insurance or disability insurance contributions on my behalf. I hereby agree to indemnify and defend NOIR GIRL MAGIC™ against any and all such taxes or contributions, including penalties and interest. I agree to accept exclusive liability for complying with all applicable state and federal laws, including laws governing self-employed individuals, if applicable, such as laws relating to payment of taxes, social security, disability, and other contributions based on fees paid to me under this Agreement. I will have no authority to incur any debt, obligation or liability on behalf of NOIR GIRL MAGIC™ and I am not authorized to sign any contracts on NOIR GIRL MAGIC™ behalf. I will be responsible for all self-employment, social security, income taxes, and other reports required by my activities as a sales representative for NOIR GIRL MAGIC™. I agree to abide by all federal, state and local laws applicable to my activities in performance under this Agreement. I will, at my own expense, file all reports and obtain any licenses that are required by law or regulation for me to perform my activities under this Agreement or the holding, selling, or advertising of NOIR GIRL MAGIC™ products.
  8. RESTRICTIONS: I agree that I will not do any of the following without NOIR GIRL MAGIC™ written consent and that it will be a material breach of this Agreement for me to:
  9. make any representations or warranties on behalf of NOIR GIRL MAGIC™, other than the ones contained in the NOIR GIRL MAGIC™ marketing and promotional information;
  10. b. sell or resell NOIR GIRL MAGIC™ products at any price other than the retail prices listed by NOIR GIRL MAGIC™ or such other prices as are authorized in writing by NOIR GIRL MAGIC™;
  11. fail to follow any of NOIR GIRL MAGIC™ policies and procedures that are provided or otherwise communicated to me; or
  12. promote NOIR GIRL MAGIC™ or NOIR GIRL MAGIC™ products through unsolicited or spam emails or otherwise violate any state or federal laws regulating electronic communications.
  13. CONFIDENTIAL INFORMATION. To the extent that I am provided access to confidential information of NOIR GIRL MAGIC™, I agree that I will not use or disclose it in any manner other than as necessary to perform my Services under this Agreement, which includes, but is not limited to, my agreement that I will not share such information with competitors of NOIR GIRL MAGIC™ I understand that any information provided to me by NOIR GIRL MAGIC™ shall be considered to be confidential information for purposes of this Agreement, unless NOIR GIRL MAGIC™ states otherwise in writing, or I otherwise know such information to be publicly available. I also understand that, upon NOIR GIRL MAGIC™ request, I shall return to NOIR GIRL MAGIC™ all information provided to me by NOIR GIRL MAGIC™, including all copies thereof. I understand that information includes hard-copy documents, as well as electronically stored information and all copies thereof.
  1. ASSIGNMENT OF RIGHTS

9.1 Ownership of Work Product. I hereby irrevocably assign to NOIR GIRL MAGIC™ all right, title and interest worldwide in any work product that I create, or to which I contribute, pursuant to this Agreement, including all Proprietary Rights contained therein. The term “Proprietary Rights” shall mean all trade secrets, patents, copyrights, trademarks, mask works and other intellectual property rights throughout the world.

9.2 License. For any works created in relation to my performance under this Agreement not falling under Section 9.1 of this Agreement, I grant NOIR GIRL MAGIC™ a global, exclusive, irrevocable license to use, reproduce, modify, distribute, and display all such works. This provision shall survive the termination of this Agreement.

Model Release. Independent Contractor grants NOIR GIRL MAGIC™ the unlimited right to use, publish, and exhibit in print or digital form any pictures, portraits, digital images, or photographs of the Independent Contractor for use in NOIR GIRL MAGIC™’s portfolio and for advertisements used in NOIR GIRL MAGIC™’s business.

I hereby grant and assign, without further consideration, my entire right, title, and interest (throughout the United States and in all foreign countries), free and clear of all liens and encumbrances, in and to all Intellectual Property developed in relation to this Agreement to NOIR GIRL MAGIC™. Any content or works, including those specifically set forth under 17 U.S.C. § 101, now or later known, that I create under this Agreement shall be the property of NOIR GIRL MAGIC™, and NOIR GIRL MAGIC™ may use, reproduce, modify, distribute, or create derivatives thereof. I acknowledge and agree to transfer all right, title, and interest or property rights in any and all Intellectual Property, including, but not limited to, any and all patents, copyrights, trademarks, content, writings, photographs, images, audiovisual works, recordings, systems, methods, processes, uses, notes, records, drawings, or any other development I make or create under or in furtherance of this Agreement. I further agree that I shall perform all further acts necessary to execute such a transfer. I hereby waive any right to take legal action relating to  NOIR GIRL MAGIC™ use of any works created in furtherance of this Agreement.

  1. TERMINATION.

10.1 Procedure. I understand that I may terminate this Agreement (a) for any reason whatsoever upon thirty (30) days’ prior written notice to NOIR GIRL MAGIC™, or (b) immediately upon written notice to NOIR GIRL MAGIC™ if NOIR GIRL MAGIC™ is in material breach of this Agreement. NOIR GIRL MAGIC™ may terminate this Agreement (a) for any reason whatsoever upon thirty (30) days’ prior written notice to me, or (b) immediately upon written notice to me if I am in material breach of this Agreement.

10.2 Return Of Property. On termination of this Agreement, each party shall immediately return all property belonging to the other Party in its possession, care, and control, including but not limited to: unsold or undistributed product, customer lists, trade secrets, equipment, tools, documents, plans, recordings, software, notes, drawings, designs, and all related records or accounting ledgers.

  1. GENERAL PROVISIONS

11.1 Entire Agreement. This Agreement is the final, complete and exclusive agreement between NOIR GIRL MAGIC™ and me with respect to the subject matter hereof and supersedes and merges all prior discussions between us with respect to such subject matter. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by me

11.2 Engagement of Services. I understand and agree that my Services are non-exclusive, and NOIR GIRL MAGIC™ reserves the right, in its sole discretion, to engage, employ, or contract with other independent contractors or other third parties regarding services that may be the same or similar to the Services. I understand that I have the right to engage in other professional activities, including the right to sell and/or represent any other company’s products, provided that those products are not in direct or indirect competition with the business of NOIR GIRL MAGIC™. I understand that the fact that I have entered into this Agreement with NOIR GIRL MAGIC™ does not obligate me to make myself available to perform the Services for any specific days or times and that I am free to choose the days and times I will be available to provide the Service and perform under this Agreement.

11.3 No Guild Production. I understand and agree that my Services are not in connection with a guild production, and that NOIR GIRL MAGIC™ is not a signatory to any guild.

11.4 Assignment. This Agreement and the Services contemplated hereunder are personal to me. I will not have the right or ability to assign, transfer, or subcontract any obligations under this Agreement without written consent. Any attempt to do so shall be void.

11.5 Sever-ability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

11.6 Injunctive Relief. I acknowledge that, because I will have access to confidential information of NOIR GIRL MAGIC™, any breach of this Agreement by me would cause irreparable injury to NOIR GIRL MAGIC™, for which monetary damages would not be an adequate remedy and, therefore, will entitle NOIR GIRL MAGIC™ to injunctive relief. The rights and remedies provided to each party in this Agreement are cumulative and in addition to any other rights and remedies available to such party at law or in equity.

11.7 Indemnification and Hold Harmless. To the fullest extent of the law, I shall indemnify, and hold harmless NOIR GIRL MAGIC™, its officers, employees, agents, representatives, consultants, and contractors from and against any and all loss, costs, injuries, penalties, fines, damages, claims, expenses (including attorney’s fees) or liabilities arising out of, resulting from, or in connection with my Services under this Agreement. I shall defend, indemnify, and ensure NOIR GIRL MAGIC™ from any and all damages, expenses, or liability resulting from or arising out of any negligence or misconduct by me, or from any breach or default of this Agreement caused or occasioned by my actions or failure to act.

11.8 Notices. Any notice under this agreement may be effected by personal delivery in writing, or by certified or registered mail, postage prepaid with return receipt requested, to the address provided by me to NOIR GIRL MAGIC™. The notice shall be deemed effective once delivered. I shall notify NOIR GIRL MAGIC™ in writing if my address changes.

11.9 Waiver. A waiver of any section of this Agreement shall not be construed as a subsequent waiver of that provision or any other provision hereunder.

11.10 Governing Law, Attorneys Fees, and Exclusive Jurisdiction. This Agreement and any action related thereto will be governed, controlled by, interpreted, and defined by and under the laws of the Commonwealth of California, without giving effect to any conflicts of laws principles that require the application of the law of a different state. Any action brought relating to this Agreement shall be subject to the exclusive jurisdiction of the State and Federal Courts in or for San Bernardino California. In the event any litigation, arbitration, mediation or other proceedings (“Proceeding”) is initiated by any party against any other party to enforce, interpret or otherwise obtain judicial or quasi-judicial relief in connection with this Agreement, both parties must pay their own expenses and actual attorney’s fees relating to or arising out of such Proceeding, and any post-judgment or post-award Proceeding including those to enforce any judgment or award resulting from any such prior Proceeding. Any such judgment or award shall contain a specific provision for the recovery of all such attorneys’ fees, costs, and expenses.

Taxes, Tariffs, and Customs

The Ambassador acknowledges and understands that they will be responsible for any tariffs, taxes, or customs fees.

Additionally, the Ambassador understands that it is their responsibility to report any income earned from this program to the appropriate governing agency.