INDEPENDENT STYLIST AGREEMENT
Updated: May 28th, 2019
This INDEPENDENT STYLIST AGREEMENT (this “Agreement”), is dated as of the date you submit this application (“Application Date”) by and between Hello Pink, LLC., a Michigan limited liability company, (“Hello Pink ”) and yourself (“Stylist”).
Hello Pink is engaged in the business of marketing and selling a variety of affordable women’s clothing online, including leggings, dresses and other accessories. Stylist desires to solicit orders for Hello Pink’s goods as described in this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Non-Exclusive Stylist Appointment.
1.1 Except as otherwise stated in this Agreement, Hello Pink hereby grants to Stylist the non-exclusive right to act as an independent sales representative of Hello Pink, upon the terms and conditions set forth in this Agreement for the goods of Hello Pink available on Hello Pink’s website http://www.hellopink.com/ (“Products”), for all customers within the 50 United States, Washington D.C., Puerto Rico and Guam (“Territory”), and for the compensation described on the Hello Pink ’s website at: https://www.hellopink.com
1.2 At any time or from time to time, Hello Pink may without notice immediately take one or more of the following actions: (i) reduce the size of Stylist’s Territory, or (ii) reduce or increase the list of represented Products. As of the effective date of such change, the terms “Products” and “Territory,” as used in this Agreement, shall be so limited for the purposes of this Agreement.
2. Sales Policies, Pricing and Terms of Purchase.
2.1 Hello Pink reserves the right, in its sole discretion, to decline to accept any order obtained by Stylist or to discontinue the performance of any phase of its business or its entire business, or to cancel any previously accepted orders or contracts, in whole or in part, all without incurring any liability whatsoever to Stylist.
2.2 Hello Pink shall establish and have exclusive control over all prices, discounts, specifications, and the terms governing the sale of the Products, and Stylist shall not accept orders in Hello Pink’s name or make price quotations or deliver promises, other than under those prices, discounts, specifications, and terms set by Hello Pink without Hello Pink’s prior written approval.
3.1 Stylist agrees to use its best efforts to solicit customers within the Territory, to develop profitable business for Hello Pink and to promote the goodwill, name and interest of the Hello Pink and its Products in the Territory. To that end Stylist agrees:
3.1.1 To diligently solicit customers in the Territory for the sales of the Products.
3.1.2 To promptly and diligently attempt to resolve all inquiries and problems raised by customers, answer all inquiries, and meet with customers, whether before or after a valid order issued by customer and accepted by Hello Pink and to promptly advise Hello Pink of all such inquiries and problems raised by customers.
3.1.3 To solicit customers only within the Territory.
3.2 Stylist is responsible for keeping her or his date of birth, social security number, email address, phone number (collectively “Stylist Information”) up to date and accurate, and must immediately update any changes thereto. Stylist information (name, email address, city and state) may be used by Hello Pink, shared and utilized as part of our 'Locate a Stylist' feature and distributed to potential new recruits and customers looking for a Stylist to shop from.
3.3 Hello Pink shall, as reasonably requested by Stylist: (1) render advice to Stylist in connection with Stylist’s soliciting of orders; and (2) familiarize Stylist with the operation of the Products.
4. Stylist’s Authority.
4.1 Stylist shall not have, nor shall it hold itself out as having, the power to make contracts, or oral or written commitments, for or on behalf of Hello Pink or to pledge or extend credit in Hello Pink’s name.
4.2 Stylist shall not vary, alter, enlarge or limit orders for the Products nor make any representations, warranties or guarantees without Hello Pink’s prior written approval.
4.3 Stylist shall not have the authority to accept the return of or make any allowances with respect to the Products, without the prior written approval of Hello Pink.
4.4 Incident to the signing of this Agreement and assuming the duties of a Stylist, Stylist is permitted to post, link, store, and share and otherwise make available certain information, text, graphics, videos, or other material (collectively "Content"). Stylist is responsible for the use of the Content. Hello Pink has the right to monitor Stylist’s Content any time to determine if they are in conformity with the terms of this Agreement.
5. Material, Supplies and Deliveries by Hello Pink.
5.1 Stylist is not required to purchase inventory from Hello Pink in order to perform her or his duties under this Agreement.
5.2 Except for items purchased by Stylist from Hello Pink, all samples, merchandise, materials and property furnished by Hello Pink to Stylist for Agent’s use shall remain the sole property of Hello Pink and shall be returned to Hello Pink upon termination of this Agreement, or at the request of Hello Pink.
5.3 Hello Pink may carry out any advertising it deems necessary.
5.4 Hello Pink shall not be deemed in default under any terms of this Agreement where any delay or inability of Hello Pink to perform its obligations under this Agreement is occasioned by strikes, boycotts, lockouts, shortages, acts of God, governmental regulations, or other occurrences beyond the control of Hello Pink.
6. Limitations on Stylist.
6.1 Stylist understands that, during the term of this Agreement, it may obtain knowledge concerning confidential inventions, processes, pricing, policies, business techniques or other confidential data owned or used by Hello Pink in the course of its business (“Confidential Information”). Stylist agrees that it will not, during the term of this Agreement or afterwards, disclose to anyone or use for its own benefit or the benefit of any other person, firm or corporation, any Confidential Information without the prior written consent of Hello Pink .
6.2 Stylist shall not post Content on a website which leads customers to believe Stylist is corporate Hello Pink. All advertising with the use of the official logo of Hello Pink Independent Consultant must be pre-approved in writing by Support@HelloPink.com and falls under Hello Pink’s trademark policy.
6.3 Stylist shall not repackage, rebrand or alter Hello Pink’s Product, or Hello Pink’s marketing material in anyway. Stylist may, however, affix her or his own contact information onto the Product’s packaging, but the information must be affixed in a way that does not impair the ability for customer to return such Products. Stylist contact information shall not obscure any writing placed on the Product packaging.
6.4 During the Term of this Agreement and for three (3) years after the termination of this Agreement, Stylist shall not make, publish or communicate to any person or entity or in any public forum any comments or statements (written or oral) that intentionally seek to denigrate or disparage, or are detrimental to, the reputation or stature of Hello Pink or its businesses, or any of its employees, managers, officers, and existing and prospective customers, suppliers, investor and other associated third parties.
7. Independent Contractor Relationship.
7.1 Stylist acknowledges that it is an independent contractor and not an employee of Hello Pink, that Hello Pink will not withhold income taxes or contributions from Commissions paid to Stylist under this Agreement, and that Stylist will not be eligible for or participate in any employee benefit program of Hello Pink or be covered by Hello Pink’s worker’s compensation or other insurance coverage. Hello Pink is interested only in the results obtained by Stylist who shall have sole control of the manner and means of performing under this Agreement and Hello Pink shall have no right to require anything which would jeopardize the independent contractor relationship under applicable law.
7.2 It is specifically agreed that:
7.2.1 All of Stylist’s expenses incurred in carrying out its duties and obligations under this Agreement, including but not limited to advertising expenses originating with Stylist, traveling, and all other selling and operating expenses incurred by Stylist, shall be borne wholly and completely by Stylist, and Hello Pink shall not in any way be responsible or liable therefor.
7.2.2 To the fullest extent permitted by law, and notwithstanding any limitations or exculpatory provisions contained in this Agreement, Stylist shall indemnify, defend, and hold Hello Pink, its subsidiaries, directors, officers, managers, agents, members and shareholders harmless from all losses, costs, claims, charges, causes of actions, penalties, fines, interest, taxes, fees, liabilities, judgments, damages and expenses, including (without limitation) reasonable attorneys’ fees and expenses (collectively, “Losses”) caused by Stylist in connection with performance under this Agreement, including without limitation, Losses for (a) infringement of any trademark, trade name, service mark, copyright, license, intellectual property or other proprietary right of a third party; (b) any misrepresentation; (c) any claim related to Stylist’s website and Content therein not attributable to Hello Pink.
8. Limitation of Liability
8.1 PRINCIPAL WILL NOT BE LIABLE TO STYLIST WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF PRINCIPAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, PRINCIPAL’S CUMULATIVE LIABILITY TO STYLIST ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE TOTAL COMMISSION FEES PAID BY HELLO PINK TO STYLIST UNDER THIS AGREEMENT DURING THE PRECEDING TWELVE MONTHS.
8.2 Hello Pink’s web site may contain links to third party web sites or services that are not owned or controlled by Hello Pink. Hello Pink has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. Stylist acknowledges and agrees that Hello Pink shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.
9.1 See commission structure at https://www.hellopink.com/
10. Sponsoring other Stylists
10.1 Stylist may sponsor others persons to become a Stylist for Hello Pink. Stylists earn commissions and performance and bonus rewards based on the sale of Hello Pink’s Products not merely from sponsoring other Stylists. Sponsors must always present Hello Pink to others in a manner that complies with the Agreement. Stylists may NOT sponsor their spouse or anyone living at the same address. In addition, sponsors are responsible for assisting, motivating, and training their sponsored Stylists. Accordingly, sponsors MUST:
10.1.1 Provide prospective Stylists with a copy or access to this Agreement as it may be amended from time to time.
10.1.2 Ensure the prospective stylist complete and submit the stylist application themselves.
10.1.3 Train and communicate to their sponsored Stylists to ensure that they do not make improper product or income claims, engage in illegal or inappropriate conduct or otherwise violate this Agreement.
10.2 A Stylist’s failure to abide by the requirement of subsection 10.1 may at the discretion of Hello Pink lead to a sponsor losing her or his status a sponsor and Commissions related to the affected sponsored Stylist.
11. Duration and Termination.
11.1 This Agreement shall be effective when received and accepted by the Hello Pink (“Effective Date”).
11.2 The term of this Agreement shall be in perpetuity from the Effective Date (“Term”) and:
11.2.1 This Agreement may be terminated for convenience by either party during the Term upon fourteen (14) days’ written notice to the other party.
11.3 Hello Pink shall have the right to terminate this Agreement, effective immediately, upon the occurrence of any of the following events:
11.3.1 Stylist’s breach or default of any of the terms or obligations under this Agreement.
11.3.2 If in the Hello Pink’s sole discretion it determines:
22.214.171.124 Stylist has caused to be circulated, inappropriate advertisements, including but not limited to false claims or misleading hyperlinks;
126.96.36.199 Stylist has committed fraud;
188.8.131.52 Stylist has engaged in illegal spamming;
184.108.40.206 Violation of Hello Pink’s or a third party’s intellectual property rights; and
220.127.116.11 Lack of production. If a Stylist account goes inactive for 90 days (no personal purchases or sales of any amount) your Stylist account will be converted to a customer account. If you paid for the premium back office for the year, no pro-rated refunds will be given.
covered by it without first obtaining the prior written consent of Hello Pink. A Change of Control of Stylist is deemed an assignment under this clause. “Change of Control” occurs when fifty percent (50%) or more of the ownership interests, by number of units of ownership, vote or value of Stylist are transferred to any other person, group of persons, and/or any legal entity. Upon request by Hello Pink, Stylist shall provide a certification of ownership in the form required by Hello Pink certifying the owners of Stylist and their ownership percentages and documentation to support the certification of ownership within ten (10) business days of the request.
13. Severability. If any provision of this Agreement or the application of such provision to any person or circumstances shall be held invalid by a final judgment of a court of competent jurisdiction, the remainder of this Agreement and the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.
14. Notice and Requests.
Stylist shall not assign this Agreement or any rights, duties and obligations.
14.1 All notices, requests or other communications required or permitted to be delivered hereunder shall be delivered in writing at the addresses set forth in this Agreement or such other address as either Hello Pink or Stylist may from time to time specify in writing. Notices mailed by certified or registered mail or sent by hand or overnight courier service shall be deemed to have been given when received. Notices sent by facsimile during the recipient's normal business hours shall be deemed to have been given when sent (and if sent after normal business hours shall be deemed to have been given at the opening of the recipient's business on the next business day). Notices sent by e-mail shall be deemed received upon the sender's receipt of an acknowledgment from the intended recipient (such as by the "return receipt requested" function, as available, return e-mail or other written acknowledgment).
14.2 Notice, demand or request required or permitted to be given must be sent to the physical or email addresses set forth below:
14.2.1 Hello Pink: Support@HelloPink.com
14.2.2 Stylist: email used for submission of this Agreement for acceptance
on Hello Pink’s website.
15. Modification. This Agreement may not be modified or amended in any respect except by a written instrument executed by the respective authorized representatives of the parties.
16. Entire Agreement. This Agreement, including the Exhibits attached hereto, constitutes the entire agreement between Hello Pink and Stylist concerning the subject matter hereof and supersedes all prior and contemporaneous agreements between the parties. No party is relying upon any warranties, representations or inducements not set forth herein.
17. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. The provision of photographic or facsimile copies, or electronic signature, confirmation or acknowledgement of or by a party, shall constitute an effective original signature of a party for all purposes under this Agreement, and may be used with the same effect as manually signed originals of this Agreement for any purpose.
18. Governing Law and Venue.
18.1 This Agreement is governed by the substantive laws of the State of Michigan, without regard to its conflict of laws principles, and the laws of the United States of America, where applicable.
18.2 Any action at law, suit in equity, or other judicial or arbitration proceeding for the enforcement of this Agreement or any provision thereof shall take place, at the option of Hello Pink (whether or not such proceeding is initiated by Hello Pink), in the State of Michigan. Stylist hereby consents to the personal jurisdiction in the Kent County Circuit Court or the U.S. District Court for the Western District of Michigan in connection with any dispute arising from or relating to this Agreement.
By clicking “Submit” and by signing up as an Independent Stylist on HelloPink.com, you confirm that you have read this Agreement that you understand its terms and that you agree to be bound by them.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.
Stylist Policies & Procedures Guide
Last Updated: Nov. 9, 2017
Hello Pink LLC (referred to as “Hello Pink,” or “Company”) is a company that encourages and supports the use and retail selling of its products through Independent Stylists (referred to as “Stylists”) throughout the United States. Hello Pink is a business built on the highest of ethical standards, combining the best of retail fashion, accessories and offers a generous compensation program.
Hello Pink has developed the following guidelines, policies and procedures to provide the following benefits:
1. Establish Company policy and define the relationship between the Company and its Independent Stylists.
2. Help each Stylist understand how to develop and promote their own business in an ethical, safe, effective way.
3. Provide an equal opportunity for all Stylists to build a successful business.
As a Stylist of Hello Pink, you are required to read this document in it’s entirety, and understand and agree to comply with the ethics, rules, regulations, policies, and procedures set forth in this Hello Pink Stylist Policies & Procedures Guide (referred to as “Policies & Procedures” or “Policies & Procedures Guide”) or that which may be published by Hello Pink at a later date. Hello Pink reserves the right to amend and/or revise the Policies & Procedures as it deems appropriate at any time by publishing amendments or by revising the Policies & Procedures and to alert Stylists at the time of any changes or amendments are made. All amendments will become binding on all of it’s currently enrolled Stylists at the time of publication.
If you have any questions regarding any policy, reach out to your direct sponsor, or Hello Pink directly. Local standards may vary and it is your responsibility to comply with all laws, regulations, and ordinances of your locality.
Section 1: Ethics
Hello Pink hereby sets forth basic fair and ethical principles and practices to which Hello Pink Stylists must abide by in the conduct of their business.
Stylists shall always:
1. Be honest and fair in any and all dealings as a Stylist for Hello Pink and while representing Hello Pink.
2. Be courteous and respectful to every person contacted in the course of their Hello Pink Independent Stylist business.
3. Perform professional activities in a way that enhances their reputation and the reputation of Hello Pink. Do not disparaging the name and reputation of Hello Pink, in any manner, including but not limited to comments written, online or otherwise, orally, and actions that might reflect negatively upon Hello Pink and it’s products.
4. Fulfill leadership responsibilities as a sponsor, including assisting, training, and otherwise supporting directly sponsored Stylists in their sales organization as described in this Policies & Procedures Guide.
5. Do not engage in any unlawful, deceptive or unethical recruiting practices.
6. Do not make any statements or promises which may mislead consumers or prospective Stylists.
7. Make accurate and truthful offers of products and services with respect to price, grade, quality, make, value, performance, quantity, and availability.
8. Make no claims for any Hello Pink products that are not contained in the official descriptions or literature.
9. Do not make any false or misleading income representations to prospective Stylists.
Hello Pink will intercede when it deems such behavior evident, and reserves the right to use its sole judgment in deciding whether a particular Stylist has acted inappropriately, and to discipline such Stylist, including but not limited to termination of relationship.
Section 2: Stylist Status
A. BECOMING A STYLIST
An applicant becomes a Stylist of Hello Pink when the applicant submits the application and completes payment (where applicable) with Hello Pink, and the applicant’s completed Stylist Application and Agreement has been received and accepted by the Hello Pink corporate office.
Prior to acceptance, Hello Pink reserves the right to reject a Stylist Application and Agreement. Hello Pink may exercise this right in its absolute discretion without reason or explanation. Upon such rejection Hello Pink will refund any application payment submitted by the applicant.
B. INDEPENDENT CONTRACTOR STATUS
Each Stylist is an independent contractor and, therefore, shall never be considered a representative, agent, employee, partner, joint venture, or franchisee of Hello Pink. As an independent contractor, each Stylist is responsible for obtaining any license(s) required by law in his or her locality. In addition, each Stylist is responsible for any and all expenses incurred in the operation of his or her business.
Stylists may not represent themselves in any manner as being a representative, agent, employee, partner, joint venture, or franchisee of Hello Pink, nor may Stylists represent themselves as having any authority to bind Hello Pink to any obligation or contract.
Stylists are independent contractors for all federal and state tax purposes, and will not be treated as agents, employees, partners, joint ventures, or franchisees with respect to the Internal Revenue Code, Social Security Act, Federal Unemployment Act, state unemployment acts, or any other federal, state, or local statute, ordinance, rule, or regulation.
All Stylists shall comply with all federal, state, and local regulations and ordinances concerning the operation of their businesses. All Stylists are responsible for their own managerial decisions, working hours, methods of sale, and expenditures, including all estimated income and self-employment taxes. At the end of each calendar year, Hello Pink will issue an IRS Form 1099 to U.S. Stylists as required by law. Similar and required income or tax reporting will be made in any other territory or country in which a Stylist is conducting business, as required by law.
C. LEGAL AGE
A Stylist shall be at least eighteen (18) years of age or the age of legal contractual capacity for the state or legal jurisdiction in which the applicant resides.
D. BUSINESS NAMES
A person or entity may apply as a Hello Pink Stylist using an assumed name or “D.B.A.” The proper legal name and Social Security Number of the individual or individuals having rights to such assumed names shall be disclosed by providing Hello Pink a copy of the filed application with which they were obtained.
E. IDENTIFICATION NUMBERS
Hello Pink will assign a Stylist Number to each Stylist, and will use this number to register all Stylists and to provide various services to Stylists.
The Stylist Agreement may be terminated or cancelled at any time and for any reason by a Stylist by notifying Hello Pink in writing of the election to end the Stylist relationship.
G. MINIMUM PRODUCT PURCHASE
There is no minimum product purchase required to stay an active Stylist. Hello Pink reserves the right to change this at any time.
Section 3: Sponsoring and Training
Hello Pink Stylists are entitled to sponsor other Stylists in the United States. Under no circumstances are Stylists to be recruited from any country other than the US.
B. TRAINING REQUIREMENT
Stylists must have ongoing contact and communication with and provide supervisory support to their downline sales organization, which shall include but not be limited to contact and assistance through the telephone, mail, email, and personal contact, as appropriate and available to foster the success of said downline.
Upon request, Stylists shall provide evidence of their fulfillment of this responsibility, to the satisfaction of the Company. Failure to perform these functions, or to provide such satisfactory evidence of same may result in discipline of the Stylist, up to and including the termination of such Stylist Relationship.
C. CHANGING SPONSORS
Changing of sponsors is not allowed. Our business relies on the building and sustaining of relationships. Once a Stylist is sponsored, Hello Pink believes in protecting that relationship.
Section 4: Trademarks, Literature, and Advertising
A. USE OF COMPANY’S TRADEMARKED MATERIAL
Hello Pink will not permit the use of its trademarked or copyrighted material, including but not limited to trademarks, trade names, logos, artwork, and anything that is similar to Hello Pink trademarked or copyrighted material (hereinafter referred to as “trademarked or copyrighted material”) without prior written permission from Hello Pink.
B. COMPLIANCE PROCEDURE
Hello Pink requires Stylists to obtain prior written permission for any use of its trademarked or copyrighted material. Stylists must provide Hello Pink a final, media-ready copy of any and each use of trademarked or copyrighted material prior to publication or release. The Stylist will then be issued an approval letter through email. It is the obligation of the Stylist to maintain a file with approval emails and to provide Hello Pink with an approval email upon request.
C. COMPANY MATERIALS
All Hello Pink materials, whether on digital, printed, or displayed online, are copyrighted and may NOT be reproduced without prior written permission from the Hello Pink.
D. COMPANY NAME
A Hello Pink Stylist shall not at any time use the Hello Pink name or any of its trademarked or copyrighted material as part of his or her own corporation, proprietorship, partnership, or business name. A Hello Pink Stylist may imply in any way that he or she is a representative, agent, employee, partner, joint venture, and/or franchisee of the Company. The ONLY authorized use of the Hello Pink name by a Stylist is in identifying him or her self as an “Independent Stylist,” which identification must be bold, clear, and prominent if used in conjunction with the Hello Pink name or any of its trademarked or copyrighted material.
E. NON-COMPANY MATERIALS
A Hello Pink Stylist may not make, manufacture, or obtain from any source other than the Company, promotional items or literature of any kind upon which trademarked or copyrighted material is imprinted, without prior written permission from Hello Pink. This restriction includes all promotional gift items of any kind, all printed materials, and other items Hello Pink Stylists may want to give to their customers or to prospective Stylists.
F. PRINT MEDIA
Printed advertisements, including display ads (signs, posters, banners, etc.), print ads (magazine, newspaper, etc.), direct mailings, flyers, brochures, and any other printed items containing Hello Pink trademarked or copyrighted material must identify the Stylist clearly and prominently as an Independent Stylist of Hello Pink. Such printed items must be submitted to the Company for approval, and may not be displayed, published, or disseminated without prior written permission from Hello Pink.
G. BUSINESS CARDS, LETTERHEAD, AND IMPRINTED CHECKS
All business cards, letterhead, imprinted checks, and any other materials utilized by the Stylist must identify the Stylist boldly, clearly, and prominently as an “Independent Stylist” of Hello Pink. Any changes and/or additions to the standard layout for business cards must be approved by Hello Pink. No business cards, letterhead, imprinted checks, or any other materials utilized by the Stylist may suggest that the owner is the corporate office, and any confusing or misleading materials used by the Stylist shall be changed by the Stylist immediately, at the request of the Company.
H. EMAIL SOLICITATIONS
Unsolicited email advertisements (‘‘spam’’) are specifically prohibited, and shall be deemed to constitute unethical activity by any participating Stylist. It is the sole responsibility of the Stylist to comply with all federal, state, and local laws relating to email marketing programs. Stylists are strongly urged to utilize reputable “opt-in” email address lists exclusively. The use of any trademarked or copyrighted material in an unsolicited email advertisement (“spam”) is specifically prohibited.
Stylists, by virtue of his or her relationship, irrevocably grants to Hello Pink the right to communicate to him or her via email, telephone, or any other common method of commercial communication, without regard to ‘anti-spam’, ‘do not call’ or other similar regulations, whether based in State, Federal or other jurisdictional law.
I. MASS MAILINGS AND TELEPHONE SOLICITATIONS
The use of trademarked or copyrighted material may not be made with automatic calling devices, “boiler room” operations, or through unsolicited mass mailings to solicit Stylists and/or retail customers.
J. SOCIAL MEDIA
Social Media is a powerful tool, but it can be damaging and harmful to businesses. Hello Pink promotes these policies to ensure that Stylists and/or Hello Pink are not harmed through Stylist’s use and participation in Social Media.
The use on Social Media of any Hello Pink trademarked or copyrighted material, including but not limited to Hello Pink trade names, logos, artwork, and anything that is similar to Hello Pink trademarked or copyrighted material, shall be subject at all times to the general requirement that such use be specifically approved in writing by Hello Pink.
Any use on Social Media of trademarked or copyrighted material must identify the Stylist boldly, clearly, and prominently as an Independent Stylist of Hello Pink. When included in listings of any kind, Stylist’s Social Media user profile must appear under the most appropriate topical heading available through the Social Media provider. The Stylist must identify himself or herself as an Independent Stylist rather than as “Hello Pink” or anything that could cause consumers to believe that the Stylist is the corporate office or anything other than an Independent Stylist.
Where available, such listings can appear only in “Independent Stylist,” “Independent Contractor,” or “Stylist” categories, and the use on Social Media of any trademarked or copyrighted material shall be specifically limited as follows:
1. Trademarked or copyrighted material shall not be used as any part of a user profile, username, topic identifier, subject identifier or any other means to identify yourself or the subject or topic matter of Stylists Social Media post and/or comment. This policy applies to any Social Media utilized. All user profiles and/or usernames must clearly state Independent Stylist of Hello Pink, and include, whenever possible or practicable, your Hello Pink independent stylist number.
2. Stylists may not place buttons, pop-up ads, banners, or any other type of advertisement on any Social Media post and/or comment using trademarked or copyrighted material, with the exception of Hello Pink provided graphics and artwork located in the Back Office Media Kit.
3. Stylists are prohibited from posting or otherwise communicating in any manner, comments that are harmful or damaging to the name or reputation of Hello Pink.
4. Stylists are prohibited from using any trademarks, copyrights, or other intellectual property of any third party, including but not limited to trade names, logos, artwork, and anything that is similar to a third party’s trademarked or copyrighted material.
Use Your Real Identity
Always use your real identity and disclose that you are an Independent Stylist of Hello Pink. If a Social Media post and/or comment may lead to confusion about whether or not you are an independent Stylist, please note on your post and/or comment, e.g., “I am an Independent Stylist of Hello Pink”, “I am not affiliated with or an employee of Hello Pink LLC”.
Do Not Make Any False Claims
- Make accurate and truthful statements in Social Media posts and/or comments of products and services with respect to price, grade, quality, make, value, performance, quantity, and availability.
- Do not make any deceptive, unlawful, or unethical consumer recruiting practices in Social Media posts and/or comments.
- Do not make any statements, promises, or testimonials which are likely to mislead consumers or prospective Stylists in Social Media posts and/or comments.
- Do not make any therapeutic or curative claims for products in Social Media posts and/or comments.
- Do not make any claims in Social Media post and/or comments for any Hello Pink products that are not contained in the official Company descriptions.
Avoid Financial Disclosures and/or Earnings Representations
- Do not comment or post any statements that disclose actual or implied financial performance or condition of Hello Pink. Do not comment or post any statements that represent the actual or potential sales or earnings of Stylists. Also, do not make any statements that could be deemed a violation of federal or state securities laws such as disclosure of nonpublic information.
- Do not make any lifestyle claims regarding the benefits of a Hello Pink Independent Stylist.
Respect the Privacy of Others and Maintain Your Privacy
Do not ask other Stylists or third-parties for their login credentials and/or passwords to their Social Media accounts. Likewise, do not provide your login credentials and/or passwords to your Social Media accounts to other Stylists or third-parties.
Avoid Malicious, Abusive, Threatening, Defamatory, or False Statements
- Social Media posts and/or comments should not be offensive or meant to harm someone’s reputation, and should not create a hostile environment due to: age (40 and over); ancestry; color; race; gender; gender identity; gender expression; genetic information; marital status; medical condition, including those related to pregnancy, childbirth, or breastfeeding; denial of family and medical care leave; mental disability; national origin; physical disability; religious creed; sex; sexual orientation; past, current or prospective service in the uniformed services; or any other categories protected under applicable federal, state or local law.
- Do not make any posts or comments that hold Hello Pink or another Hello Pink Independent Stylist in a bad light or in a manner that may harm the reputation of Hello Pink and its Stylists.
Common Sense Principles Should Always Apply
Understanding and implementing these policies is important, but the reality is that Stylist’s own experiences with Social Media will demonstrate to the Stylist that the lines between public and private, personal and professional are often skewed and distorted. Should you engage in Social Media, you may be creating perceptions and opinions about Stylists and/or Hello Pink without knowing or intending it, and, as such, always conduct your activities with common sense principles; be professional, be straight forward, be appropriate, add value to the social discourse.
Reporting Unethical and/or Unlawful Conduct
If a Stylist witnesses or sees something online that is potentially defamatory, maliciously false, unlawful, and/or unethical conduct against Hello Pink, Hello Pink trademarked or copyrighted material, and/or another Hello Pink Independent Stylist, please do not communicate or converse with the individual and please report such conduct to Hello Pink immediately.
4. Hello Pink Monitoring.
All Stylist Social Media posts and/or comments will be audited by Hello Pink at any time. Hello Pink reserves the right to require changes or deletion to any Social Media post and/or comments if the Company deems such action essential to protect the interests of Hello Pink and its Stylists. If the Stylist fails to comply regarding such change and/or deletion requested, Hello Pink reserves the right to suspend and/or terminate Stylist’s Hello Pink Stylist Relationship, should the Stylist violate these Social Media Policies. The Social Media Policy for Stylist Policies & Procedures Guide is subject to change at the discretion of Hello Pink.
This policy is not intended to restrict communications or actions protected or required by federal, state or local law.
Section 5: Trade Shows, Expos, and Fairs
Hello Pink products may be displayed, and the Hello Pink business opportunity offered, at official trade shows, expos, fairs, or other publicly-held events.
In order to protect the trademarks and trade names of the Company and its public image, Hello Pink reserves the right to restrict Stylist participation in such events, in all respects, including but not limited to pre-approval of the identity and number of Stylists allowed to participate in any such event.
B. CODE OF CONDUCT
Subject to the rights of Hello Pink set forth above, Hello Pink Stylists may choose to participate in local trade shows, expos, fairs, and other publicly-held events that allow them to sell and display Hello Pink trademarked products and literature.
There are certain standards and guidelines which must be adhered to when participating in these types of events, and failure to do so may result in disciplinary action, including the termination of a Stylist Relationship. The following are the guidelines and code of conduct for a Hello Pink Stylist when selling at trade shows, expos, fairs, or other publicly-held events:
1. Hello Pink Stylists are required to refrain from predatory pricing when selling or displaying Hello Pink products. Predatory pricing and such undercutting of other Hello Pink Stylists at trade shows, expos, fairs, or other publicly-held events is a particularly serious infringement of another Stylist’s right to earn the retail selling profit set forth in the compensation plan and to economically participate in said events and the opportunities they present. Conduct of this nature will not be tolerated and is grounds for suspension or termination of the violating person’s Stylist relationship. Nothing herein shall be interpreted to mean that predatory pricing in environments other than trade shows, expos, fairs, and other publicly-held events is condoned or will be allowed by Hello Pink.
2. Stylists of Hello Pink products may only use Company-produced and/or approved literature and sales support materials when conducting, selling, and sponsoring efforts at public events. This includes banners, posters, art work, sales tickets, product information and brochures, and sponsoring information and brochures. All materials distributed at events must be approved Hello Pink according to the procedures described in Section 4, above.
3. Professional conduct and courteous behavior is expected of all Stylists of Hello Pink when participating in public venues.
4. When booking trade shows, expos, fairs, or other publicly-held events, the booking or listing must be under the Independent Stylist, not the Company or product name. However, at the same time, the booking or listing must make clear that the booth or space being rented is for the sale of Hello Pink product, so that double booking or overbooking of Hello Pink booths at any given event does not occur. In order to make this clear, Stylists must use “Hello Pink” as the first word of their listing when they register for any event. For example, a proper listing would say, “Hello Pink Independent Stylist/ Jane Doe or “Hello Pink Leggings, Independent Stylist.”
Section 6: Termination or Transfer of Business
A. VOLUNTARY TERMINATION
A Stylist may voluntarily terminate his or her Stylist relationship with Hello Pink. Voluntary termination is effective upon receipt of such notice by the Hello Pink corporate office. Notification of the termination may be forwarded to affected parties. A Stylist who voluntarily terminates his or her Stylist status may not participate in or apply for a Stylist relationship with Hello Pink, in any form or capacity, either alone or in conjunction with another, until six months after the date of said termination.
C. INVOLUNTARY SUSPENSION/TERMINATION
Any violation of the Terms of Application and Agreement or the Policies & Procedures could jeopardize certain aspects of the Company’s business, or that of the Stylist relationship.
Hello Pink may involuntarily suspend and/or terminate the Stylist status of any Hello Pink Stylist who violates the Terms of Application and Agreement or the Policies & Procedures, as they may be amended and/or revised from time to time. Notice of involuntary suspension and/or termination shall be sent to the Stylist, in a manner consistent with the Terms of Application and Agreement, to the Stylist’s most recent address as shown in the Company records.
A Stylist who has been so involuntarily terminated may not participate in or apply for a Stylist relationship with Hello Pink, in any form or capacity, either alone or in conjunction with another, until twelve months after the date of said termination. Upon such application, said status may be withheld or refused for any reason or no reason, without explanation.
D. EFFECT OF SUSPENSION/TERMINATION
Upon suspension by Hello Pink, the suspended Stylist shall not have the right to represent him or her self as a Stylist for the Company, all rights to order products from the Company shall cease, and any commissions and/or bonuses due may be held in abeyance by Hello Pink pending resolution of any claims by Hello Pink, or outstanding monies due to the Company.
Upon termination by Hello Pink, the Stylist shall additionally lose all rights and benefits associated with being a Hello Pink Stylist, including but not limited to (1) the right to receive any commissions, bonuses, or future payments thereof as a result of commissionable sales and/or downline sales volume, and (2) the right to solicit or sponsor Stylist of Hello Pink products.
E. ACTION REVIEW
An involuntarily suspended or terminated Stylists may request that Hello Pink review and reconsider the action by submitting, in writing, the grounds for the review or reconsideration. This letter must be sent CERTIFIED U.S. MAIL, RETURN RECEIPT REQUESTED, ACCEPTING SIGNATURE REQUIRED, and must be received by Hello Pink within twenty (20) calendar days of the date of mailing of the Company’s notice of suspension or termination. If the Company has not received a letter requesting review or reconsideration within the specified time, the Company’s action shall automatically become final.
If a Stylist submits a timely request for review, Hello Pink will, at its sole discretion, review and reconsider the suspension or termination and notify the Stylist of its decision. The decision of Hello Pink shall be final and subject to no further review. If the review or reconsideration is denied, the action shall remain in effect as of the date of original notice.
Section 7: Payment of Commissions and Bonuses
A. RECEIPT OF STYLIST APPLICATION AND AGREEMENT
Commissions and/or bonuses cannot be earned or paid until a completed Stylist Application and Agreement has been received and accepted by Hello Pink.
B. PAYMENT OF COMMISSIONS
Payment of commissions to Stylists shall be based upon the Compensation Plan, as it may be amended and/or revised from time to time by Hello Pink, in its sole discretion, in order to maintain a current and viable business plan and operation.
Stylist commissions and bonuses are calculated by Commissionable Value.
Commissionable product includes only that product which is intended for resale to the consumer/end product user by the ordering Stylist.
Hello Pink will credit the Stylist’s commissions, if any, to that Stylist’s back office account via Paypal, on Friday of ever week following the applicable commission period.
C. TAX REPORTING
Hello Pink will report the commissions paid to each Stylist, as income, to all required tax agencies, including the United States Internal Revenue Service and any applicable state agency, via Form 1099, or other required reporting document or taxing authority for the country in which the Stylist is registered. In addition, any additional awards or bonuses paid to the Stylist will be so reported as a taxable payment.
D. RECORD KEEPING
For practical, business, and personal purposes, Hello Pink recommends and advises each Stylist to maintain his or her own complete and accurate records of business expenses and income. Beyond issuing the appropriate taxable income/Stylist forms, Hello Pink will not maintain or provide any accounting information concerning Stylist’s independent contractor business. Hello Pink recommends seeking professional business and tax accounting advice.
Section 8: Purchase/Sale of Product
A. PERSONAL USE
Hello pink is built upon retail sales to the consumer/end product user. Hello Pink recognizes that Stylists may wish to purchase products in reasonable amounts for their own personal use. For this reason, Hello Pink will recognize, as a retail sale, purchase(s) in reasonable volumes by Stylists for personal or family use.
B. PAYMENT OPTIONS
Purchases may be made by credit card via the Hello Pink website. No order will be shipped without proper payment, which must be received by Hello Pink prior to shipment.
In the unlikely event that Hello Pink is temporarily out of stock on ordered merchandise, Stylists will receive a “backorder” notice with the shipment of the rest of the ordered items. Stylists will pay for the full order, including the backordered items. The backordered items will be sent as the new inventory arrives, and backorders will be filled with priority over new orders for the same products. If a Stylist cancels a backorder after payment, any commissions due or paid, and eligibility for downline commissions or bonuses, will be adjusted or charged back as appropriate.
D. DAMAGED GOODS
The shipping company is responsible for any damage that occurs after it takes physical custody of the goods. A Stylist who receives damaged goods should:
1. Accept delivery.
2. Before the driver leaves, document on the delivery receipt the items or packages which seem to be damaged.
3. Report this to Hello Pink via Email.
4. Save the damaged products or boxes for inspection by the shipping company.
5. After all of these steps are complete, Hello Pink will determine on a case by case basis the appropriate action to take regarding replacement of the damaged goods.
E. PRICE CHANGES
All Hello Pink product and sales materials prices are subject to change without prior notice. Consult the Hello Pink website, www.HelloPink.com for up to date pricing.
Section 9: Retail Guarantee and Refund
A. QUALITY CONTROL – RETURN OF PRODUCT
Hello Pink will replace or refund, within thirty (30) days of purchase, any product found by Stylists to be defective, for reasons of quality control.
B. TERMINATION RETURNS
A Hello Pink Stylist whose Stylist relationship is either voluntarily or involuntarily terminated may return all unencumbered, unopened, commissionable product inventory which is returned in reusable and resalable condition that was purchased from Hello Pink within the previous twelve (12) months. Hello Pink will refund 90% of the net cost to the Stylist less any commissions, prizes, and/or bonuses already paid to the Stylist on said product.
Any return of product, upon termination of a Stylist Relationship, must be preceded by notice to Hello Pink and the prior request and receipt of a Return Merchandise Authorization from the Company.
Product not in resalable condition, without tags attached, or otherwise not in conformance with this section, will be returned to the Stylist at the Stylist’s cost.
Section 10: Enforcement/General Provisions
A. COMMUNICATION REGARDING VIOLATIONS
It is recognized that on occasion a Stylist may unknowingly violate the rules set forth. Should that occur, and another Stylist become aware of such violation, it is the responsibility of the Stylist having such knowledge to do the following: Inform the violating Stylist of the rule or provision violated and discuss it with him or her in a friendly and helpful manner, pointing out the reason for the rule and recommending the appropriate conduct and/or remedy. If the violating Stylist agrees to comply in the future and/or to remedy the situation, the complaining Stylist need not notify Hello Pink of the alleged violation.
The Stylist also agrees that he or she will neither disclose such information to any third party directly or indirectly, nor use the information to compete with Hello Pink directly or indirectly. The Stylist and Hello Pink agree that but for this agreement of confidentiality and non-disclosure, the Company would not provide the above confidential trade information to the Stylist. THIS CONFIDENTIALITY AGREEMENT SPECIFICALLY SURVIVES THE STYLIST RELATIONSHIP FOR A PERIOD OF THREE (3) YEARS FROM THE DATE A HELLO PINK STYLIST RELATIONSHIP IS TERMINATED FOR ANY REASON.
C. NO COMMUNICATION WITH MANUFACTURERS
Stylists are prohibited from communicating directly or indirectly with the manufacturer of any product sold by Hello Pink, and from speaking with such manufacturer’s employees, agents, or representatives, except at a Hello Pink-sponsored event which the manufacturer or its representative attends at the request of Hello Pink.
If any provision of the Terms of Application and Agreement or the Policies & Procedures is held to be unenforceable for any reason, such provision shall be fully severable and the remaining terms shall remain in full force and effect and shall be construed as if such unenforceable provisions never comprised a part of either of the aforementioned documents. Furthermore, in lieu of such unenforceable provision, there shall be added automatically in its place, a provision as similar in its terms to such enforceable provision as may be possible, and provision shall be legal, valid, and enforceable.
Stylists of Hello Pink agree that during the term, or any renewal term, of their Stylist relationships with Hello Pink, and for a period of six (6) months thereafter, they shall not approach, solicit, induce, or entice any Stylist (except personally sponsored), supplier, or employee of Hello Pink to enter into any business relationship with any entity which is engaged in direct or network marketing or which sells any product which competes with the products sold by Hello Pink. Stylists also agree that they will not, at any time, either during the term of their Stylist Relationship or thereafter, attempt to induce any other Stylist of Hello Pink to terminate or alter his or her business relationship with Hello Pink.
Each Stylist agrees, acknowledges, and recognizes that this non-solicitation restriction is necessary for Hello Pink to preserve and protect its valuable interest and agrees that an injunction and/or any other available remedy may be necessary and appropriate for Hello Pink to protect such interests. IT IS AGREED THAT THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THE AGREEMENT.
F. LIMITATION OF DAMAGES
To the extent permitted by law, Hello Pink and its affiliates, shareholders, directors, officers, attorneys, employees, agents, and other representatives shall not be liable for, and Stylist hereby releases the foregoing from, and waives all claims for any loss of profits or incidental, special, exemplary, or consequential damages which may arise out of any claim whatsoever, whether sounding in contract, tort, or strict liability. Furthermore, it is agreed that any damage resulting to Stylist shall not exceed and is hereby limited to the amount of unsold Hello Pink product purchased from the Company and owned by the Stylist.
G. INDEMNITY AGREEMENT
Each and every Stylist agrees to indemnify and hold harmless Hello Pink and its affiliates, shareholders, directors, officers, attorneys, employees, agents, and other representatives from and against any claim, demand, liability, loss, cost, or expense it may incur, including but not limited to attorney’s fees, arising or alleged to have arisen, in connection with or related to that Stylist’s business, or violation of any provision herein or of any applicable law. It is further agreed that any unresolved disputes between Hello Pink and any Stylist shall be settled by a member of the American Arbitration Board. It is further agreed that the decision of the American Arbitration Judge/Attorney shall be binding upon all parties. See below for further details.
All disputes, controversies, and claims between any Stylist and Hello Pink shall be totally and finally settled by binding arbitration, conducted pursuant to the Terms of Application and Agreement.
I. RIGHT TO AMEND
In order to maintain a current and viable business, Hello Pink reserves, and shall have, the right to amend, delete, replace, revise, or otherwise modify the Stylist Application and Agreement, the Terms of Application and Agreement, the Policies & Procedures, and the Stylist Compensation Plan without notice. In addition, Hello Pink reserves, and shall have, the right to change at any time its wholesale or suggested retail prices, product availability, and product formulation as it deems appropriate.
Such amendments or revisions shall be immediately effective and binding upon publication and notice to all Stylists through printed or digital media.
Hello Pink LLC does not guarantee any level of income from our Stylist program. Each Stylist's income will depend entirely on her own efforts and skill.
Welcome to our Stylist program. Happy Selling!