MERCHANT AGREEMENT

 

THIS MERCHNAT AGREEMENT IS MADE ON THIS _______DAY OF _________, 202__

 

BETWEEN 

MAYSOON INC. 

(ADDRESS) 

 

-AND-

 

(THREADOLOGIST) 

[Address]

[Email]

 

MERCHANT AGREEMENT  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MERCHANT AGREEMENT 

 

THIS MERCHANT AGREEMENT (the “Agreement”) is made and entered into on…………day of……………Two Thousand and Twenty-One (2021)

 

BETWEEN;

MAYSOON INC.  trading as Threadology Bar, a lead generator to salon owners and technicians who specialize in threading and hair removal by threading and sugaring , with its office located at ………….., and hereinafter referred to as the “Merchant” of the one part

AND

_______________________________________, a salon owner/technician specializing in threading and hair removal with threading and sugaring of the other part. Their address is …………This party shall hereafter be referred to as the “Threadologist”.  

 

WHEREAS;  

  • The Threadologist is a part of the certified threadologists merchant program. 
  • All that is contained herein is not a licensing agreement for the Threadology Bar Brand and shall not be deemed as such. 
  • The Merchant is committed to ensuring the prosperity of the threadologist through mentoring and ensuring that they refer leads to the said threadologist. 
  • The Threadologist shall endeavour to maintain the highest standards of work and strictly adhere to the guidelines that may be issued by the Merchant. 
  • The Threadologist is an independent contractor and shall not be deemed to be an employee of the Merchant at any time. 
  • The parties have agreed to be bound by the terms of this written Agreement as well any other that may be agreed upon in writing. 

 

NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained herein, the sufficiency of which is hereby acknowledged, IT IS HEREBY AGREED AS FOLLOWS: 

 

  • DEFINITIONS AND INTERPRETATION
  1. In this Agreement, except to the extent expressly provided otherwise:

“Agreement” means this Agreement and any amendments to this Agreements which may be made from time to time;

“Effective Date” means the date of execution of this Agreement;

“Proprietary or Confidential Information” includes, without limitation, (i) written or oral contracts, business methods, business policies, computer retained information, notes, or financial information among other related documents. 

“Intellectual Property Rights” means any rights in patent, copyright, trademark and trade name, related registrations, applications for registration and trade secrets, moral rights and goodwill. 

“Threadologist” A certified threader of Threadology Bar that meets the quality standards of the company.

“Threadology Hub” The location where Certified Threadologists operate from and where Threadology leads are redirected to based on the proximity needed of the client.

  1. Any annexures or schedules to this Agreement shall form an integral part of and be construed in accordance with this Agreement.
  2. Reference to any Party hereto shall, where the context admits, be deemed to include, as appropriate, its permitted successors, personal representatives or assigns.
  3. The headings in this Agreement are included for convenience only and shall not affect the interpretation or construction of this Agreement. 
  4. Words denoting the singular shall include the plural and vice versa.
  5. Words denoting any gender shall include a reference to each other gender.

 

  • TERMS OF ENGAGEMENT  
  • The Merchant shall market the Threadologists work to their existing client database and network to generate leads and booked appointments for the threader, who became a certified Threadologist through training by the Merchant. 
  • The Threadologist shall be required to accept and verify Threadology Bar Certified Threadologist Google or Yelp listing when the same is added to the location. 
  • The Threadologist shall have an operating location upon which the Merchant shall redirect all leads based on the proximity of the Client and the Threadologist. 
  •   The Merchant’s role is limited to generating leads and sending booked appointments to Threadologists. No money is exchanged between parties except in instances of refunds and purchasing of supplies and marketing material to be involved in the Certified Threadologist Program.  
  • Notwithstanding clause 2.3 above, the Threadologist shall not use any other marketing material except what the Merchant shall provide. Use of such other material shall constitute breach of a fundamental term of this Agreement and may result in termination of the same. 
  • The Threadologist shall not own the online reviews under Threadology bar review outlets. The same shall fully belong to the Merchant herein. 
  •  For the Threaders to qualify for the mentorship program offered by the Merchant herein, the Threadologist shall adhere to the conditions that shall be set out by the Merchant including; 
  1. Participating in an online face to face Interview with a volunteer to show threading technique etc 
  2. Sending Photos and videos of the Threader’s work to the Merchant. 
  3. Sending Photos of the salon and or booth where the Threadologist shall be offer their services (inside and outside)
  4. Ensure that they wear a mask and observe sanitary practices
  5. Using only proprietary thread on all Threadology Bar client leads 
  6. Placing a sticker or banner outside their location showing that they are a Threadology threadologist 
  7. Show that they are a certified Threadologist by displaying a certificate inside their salon near the chair or work station
  8. Check their appointments daily on their Threadology booking calender. The Clients will not call the Threadologist to verify availability. From the Merchant’s experience, clients book an appointment and show up 99% of the time.
  9. Comply with initial and monthly reviewing system which entails Initial ten clients to refer them under the new Threadology Bar Certified Threadologist google listing under their location and an additional of three new ones every month. 
  10. And 3 new ones every month.

 

  •  The initial and ongoing cost for the Threader to participate in the program shall include; 
  1. One spool of thread for which the Threadologist shall purchase at a cost of $9.99
  2. A Sticker and certificate which shall be sent to the Threadologist and placed for public viewing (sticker outdoor, certificate indoor) $5.99
  3. Automatic re order for spool every three months at a cost of $9.99
  4. If the Threadologist also is a sugarist that offers hair removal by use of sugaring, then only Maysoon inc.or Threadology Bar sugar wax can be used. 
  5. Ordering all Henna and Brow Lamination supplies used on Threadology client leads  from Threadology Bar/Maysoon Inc.  Separate continuing education and certification is required; Certified Threadologist 2.0. 

 

  1. The Threadologist shall fully comply with honoring booked appointments. In the case of an unsatisfied client claiming bad service and requesting a refund, the Threadologist shall refunded the amount paid in total, then submit proof of refund through merchant service provider showing receipt processed to receive their booking fee of the $5 back. No cash refunds shall be accommodated.

 

  1. The Merchant shall not share client’s information with the Threadologist and/or vendor. Should the client desire to share such personal information, they shall do so directly to the certified Threadologist they receive services from.

 

  1. The Threadologist shall be removed from the program in the event they are compelled to make a total of 3 refunds for unsatisfied clients/missed appointments. 
  • CONSIDERATION 
      1. The Merchant shall retain $5 off every booked appointment (on services of $20 or more) booked through such Merchant’s leads and $5 booking appointment which shall be deducted from the total services the client receives from their visit to the Threadologist.
      2. A $5 booking appointment fee shall be deducted from the total amount of services received regardless of additional service discount provided.
  • Both Parties agree that any payment referred to in this Agreement must be made in US DOLLARS. 
  • The Payment stated in this Section does not include sales tax or other applicable duties that are required by law. Any sales tax and duties required by law will be charged to the Threadologist.  


  • CONFIDENTIALITY AND NON-DISCLOSURE 
  • The Parties shall maintain the confidentiality of all the private affairs and/or information of each other and shall not disclose such information to a third party without the express consent of that party. 


  • Each party’s Proprietary or Confidential Information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. 


  • TERM AND TERMINATION
    1. The term of this Contract shall commence on the date of execution of this Agreement and will remain in full force and effect  until terminated by either party.
    2. Either party that wishes to terminate this contract shall issue to the other party a notice not less than 5  days. 
    3. Factors that shall lead to the termination of the Agreement shall include; 
  1. Refunds for unsatisfied and or missed appointments as a result of the technician not updating their schedule. In the event that an appointment schedule cannot be reached, the threadologist shall contact via text 858-888-9777 and give the certified threadologist location name/number in order for the company to update. This courtesy will be exercised on an exception basis left to the judgement of the company.
  2. Not using proprietary Thread on all Threadology leads
  3. Cancelling automatic 3-month subscription and not reordering proprietary thread.
  4. Use of Threadology branding/marketing material outside of what was permitted and sent from completing the certification process.
  5. Two or more poor reviews noted in online and private reviewing systems
  6. Slander of Threadology to clients online, face to face or over the phone
  7. Refusing to honor booked clients, whether new or repeat through Threadology website/booking software
  8. Not complying with review requirements monthly 
  9. Not honoring rebooks of clients through the Threadology booking system
  10. Not updating booking appointments daily
  11. Not performing the 3-month test on continuing education 
  • FORCE MAJEURE 
  • In this Section “Force Majeure” shall mean any event beyond the reasonable control of the Parties, and which is unavoidable notwithstanding the reasonable care of the party affected, and shall include but not be limited to war, insurrection, riot, civil unrest, sabotage, boycott, embargo, explosion, fire, earthquake, flood, unavoidable accident, epidemic, act of God, action or inaction of any governmental official or agency (civil or military) and refusal of any licences or permits, if properly applied for.


  • If either Party is prevented from or delayed in performing any of its obligations under this Agreement by an event of Force Majeure, then it shall notify the other in writing of the occurrence of such event and the circumstances thereof within fourteen (14) days after the occurrence of such event.


  • The Party who has given such notice shall be excused from the performance or punctual performance of its obligations under this Agreement for so long as the relevant event of Force Majeure continues and to the extent that such Party’s performance is prevented or delayed. The occurrence of any event of Force Majeure affecting either party shall not give rise to any claim for damages or additional costs and expenses suffered or incurred by reason of Force Majeure.


  • SEVERABILITY OF PROVISIONS

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of this Agreement. 

 

If one Party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

 

  • WAIVER
  • Failure by either party to enforce any provision of Agreement will not constitute a waiver or affect its right to require the future performances thereof, nor will its waiver of any breach of any provision of this Agreement constitute a waiver of any subsequent breach or nullify the effectiveness of any provision.  


  • No waiver will be binding unless made in writing and signed by the party making the waiver and specifically stating that it waives a provision of this Agreement.  


  • GOVERNING LAW AND DISPUTE RESOLUTION 
  • This Agreement shall be governed by and construed in accordance with the laws and regulations of the State of _________________. 


  • Any dispute arising out of or in connection with this Agreement shall be settled amicably by the parties in good faith by whatever means the parties deem appropriate. If the parties cannot themselves resolve any such dispute between them within 14 days from the time the dispute arose, initial resort shall be had to private conciliation or mediation in a form agreed by the parties. If within a further 14 days after the dispute has arisen a satisfactory private conciliation or mediation process has not been agreed upon by the parties, or if within 45 days after the dispute has been submitted for private conciliation or mediation it has not been resolved to the satisfaction of the parties, then the dispute may be submitted for final and conclusive resolution to the court. 


  • NON-ASSIGNMENT 

Neither this Agreement nor any rights or obligations hereunder shall be assigned by either party hereto (other than by operation by law) without the prior written consent of the parties.

 

  • ENTIRE AGREEMENT

This Agreement constitutes the entire understanding and agreement between the Parties. This Agreement may not be modified except in a writing signed by the Parties and expressly referencing this Agreement. 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate, each of which shall be considered an original, by themselves/respective signatory officials thereunto duly authorized as of the day and year first above written.

 

Signed by or on behalf of:

 

THE UNDERSIGNED HAVE READ, FULLY UNDERSTOOD AND BY SIGNING BELOW, ACCEPTED THE TERMS OF THIS AGREEMENT 

 

MERCHANT   THREADOLOGIST  

NAME:                                                               NAME: 

_________________________                     _________________________

SIGNATURE:                                                    SIGNATURE:

_________________________                     _________________________

 

DATE: DATE: 

_________________________                     _________________________

 

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