MEMBERSHIP AGREEMENT – BOUTIQUE PARTIES, LLC

Welcome to Boutique Parties, LLC.  We are pleased that you have decided to join our team of Independent brand ambassadors / members.  With our new business relationship, there are certain obligations we each must meet to maintain a healthy working relationship and to ensure that each party and our customers are being treated fairly and honestly in an open and transparent manner.  Please read the following Agreement carefully, as it outlines what is expected of you and of us.  If you have any questions, please contact our customer service team either through phone at (239)300-6062 or email at customerservice@boutiqueparties.com

We wish you a successful and satisfying career.  This Agreement is made by Boutique Parties, LLC (“Company”), a Delaware company, with headquarters located at 24A Trolley Square, Unit #4031, Wilmington, Delaware 19806.  The Company is engaged in the sales of skin care, pet care, food & beverage, nutraceuticals, handbags, accessories, and giftware (Products) under various brands and product marks, and the (“Member”) is an Independent Contractor who purchases the Products for resale to consumers on a direct sales basis according to the following terms and conditions.

SECTION A - THE MEMBER AGREES:

• To order products from the Company according to the terms outlined on the corporate website, terms of service, company guidelines, feature flyers and other sales and marketing materials that are in effect at the time the order is placed. The Company may change the prices of the Products at any time.
• To sell Products using the party premier plan system and direct selling channels as described in the Company Guidelines.
• That all orders are subject to approval by the Company at its place of business, but the Member may cancel orders with the Company’s consent subject to terms that reimburse the Company for any loss caused by the cancellation.
• That orders submitted to the Company shall include full payment via the Company’s Paypal merchant account, including ACH transfer or approved credit card (where applicable).
• To be fully responsible for paying all applicable federal, state, and local income, sales, use, unemployment, worker’s compensation, Social Security and other taxes, premiums, license requirements and fees related to the Member’s sales activities and earnings.
• To pay appropriate shipping and handling fees on the products.
• To present the Products in a truthful and sincere manner, to honor the stated warranty on all Products and not make any further warranty or representation on behalf of the Company. To make no claims or representations of potential earnings or guaranteed profits and that no such claims or representations have been made to the Members. That any earnings the Member receives are attributable only to the sale of the Products, and that no earnings or fees are derived from the mere act of sponsoring.
• That the Company’s trademarks, service marks and copyrighted materials are owned solely by the Company and that the use of such marks and materials by the Member must be in compliance with the Company’s policies, as such may be amended by the Company from time to time. The Member further agrees that the Company has a proprietary interest in its customer lists, Membership lists and other Confidential Information, as described in the company Guidelines, and that the Member will not use or describe such Confidential Information except as authorized by the company.
• That no merchandise other than the Products shall be sold or offered for sale during a Show or event where Virtual Brand Ambassador, LLC Products are shown and sold.
• That the Member shall not sell the Products outside the 50 United States and the District of Columbia.
• That the Company may deduct any money owed by the Member to the Company from the money that the Company owes the Member.
• To secure all necessary licenses, permits, or any other requirement under federal, state, or local statute, ordinance, rule, or regulation.
• That the Member is an independent contractor and not an employee, agent or franchisee, joint venture or entrepreneur, partner or owner of the Company, and that Member shall not be treated as an employee, agent franchisee, joint venture, partner or owner of the Company under the Internal Revenue Code, Social Security Act, Federal Unemployment Act, Federal Insurance Contributions Act (FICA), worker’s compensations, any state unemployment act, or any other federal, state, or local statute, ordinance, rule or regulation.
• The Member agrees to be fully responsible to collect and remit to the proper governmental agencies all the applicable sales/use tax generated from the Member’s sale of Products.
• That the Member has no power or authority to incur any debt obligation or liability on the behalf of the Company.
• To indemnify and hold the Company, its employees, directors, team members, and agents harmless from damages resulting from actions or inactions by the Member or the Member’s failure to abide by the terms of this Agreement.
• To read and comply with this Agreement and the Company Guidelines, which are incorporated as part of the Agreements, as all these documents may be modified from time to time by the Company.
• The interests of the Member in this Agreement cannot be transferred or assigned.

SECTION B - THE COMPANY AGREES:

• That the Member shall not be required to pay any fee or make any purchase to become a Member, other than the $69.99/month membership fee.
• To buy back Products as follows within 30 days (thirty) of purchase for a full refund minus shipping and handling if ALL products returned in new, unaltered, and unused condition. b) If a product arrives damaged, it may be exchanged for a duplicate item, if available c) No refund on altered items
• To provide the Member with written notice of any changes in product prices and the effective date of these changes.
• That there are no geographical or territorial restrictions imposed on the Member other than restricting sales to the 50 United States and the District of Columbia.
• That it has no right of control of the Member’s sales activities, except as provided in the Agreement.

SECTION C – BOTH PARTIES (THE AFFILIATE & THE COMPANY) AGREES:

• The Agreement constitutes the full agreement between the Member and the Company and that no additional promises, representations, guarantees or agreements of any kind are valid unless issued in writing by the Company.
• The Agreement shall be governed by and interpreted according to the laws of the State of Delaware without reference to choice of law rules. Proper jurisdiction and venue for any disputes between the parties shall be in a federal court or state court having jurisdiction in the state of Delaware. If any provision of this Agreement is unenforceable or invalid, the Agreement shall be ineffective only to the extent of such provision and the validity of the remaining provisions of the Agreement shall not be affected.
• Notices made in accordance with this Agreement shall be deemed given when delivered in person; when deposited in the United States mail; or when delivered to a national overnight delivery service; to either party at the email address provided in the Agreement.
• No-online sales of any kind (examples; E-bay, Amazon, Etsy, online auctions, independent sites etc.) will be approved for sales or promotion of products. Please know that corporate approved email templates and online sales collateral will be available for Members to use to promote their business.
• That all products sold are done so at the Manufactures Suggested Retail Price (MSRP) unless otherwise stated by corporate approval (i.e., product item that may be discontinued may be able to be priced at a deep discount in which corporate would notify all Members of such pricing).
• That this Agreement is effective only after an authorized representative of the Company signs the Agreement.

SECTION D – MEMBERSHIP AGREEMENT LENGTH & TERMS:

• The term of the Membership Agreement (the "Term") shall commence on the date hereof and shall continue on a monthly "Evergreen" period which shall automatically be renewed and extended on a daily basis so as to always have 30 days remaining. It is expressly acknowledged and agreed by the parties that it is their intention that the term of this Agreement shall be "Evergreen" meaning that there shall always be 30) days remaining before expiration thereof.
• This Agreement may be terminated at any time by either party upon written notice for a breach of any provision of this Agreement by the other party, or by 30 days written notice without cause.

I ACKNOWLEDGE THAT I HAVE READ, UNDERSTAND, AND AGREE TO THE TERMS OF THIS AGREEMENT. I AM AT LEAST 18 YEARS OF AGE; I AM A CITIZEN OR PERMANENT RESIDENT OF THE UNITED STATES; AND I POSSESS A VALID SOCIAL SECURITY NUMBER.