TERMS OF SERVICE AGREEMENT

Innové Partners dba LumiNicole Beauty

TERMS OF SERVICE AGREEMENT

 

This Service Agreement (the "Agreement") is made effective by and between Innové Partners, LLC, a Nevada Limited Liability Corporation dba as LumiNicole Beauty with its principal office located at 1027 S Rainbow Blvd Unit #283, Las Vegas, NV 89127 (LumiNicole Beauty) and ("Vendor"). This Agreement outlines the terms and conditions specifically for the LumiNicole Amazon Partnership Program (“The Program”). 

 

BACKGROUND & OVERVIEW.

This Agreement establishes a partnership between LumiNicole Beauty and the Vendor as a participant in the LumiNicole Amazon Partnership Program. 

 

OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES.

I. AMAZON  CORE SERVICES AND SUPPORT: LumiNicole Beauty shall be responsible for the following:

Driving the growth of the vendor across Amazon’s online marketplace.  Our strategic approach integrates end to end management, operational excellence, and business support to accelerate the success of the brand on Amazon. As part of this unique program in partnership with Amazon, vendors benefit from a curated, high impact retail experience backed by comprehensive business support, including:

 

• Three months free access to LumiNicole’s Amazon Partnership Program valued at $7,500 

• LN handles onboarding directly with Amazon’s New Business Team 

• LN sets up and ensures your brand store is optimized and your content is A+ ready 

• LN provides monthly reporting and tracking to ensure inventory levels 

• No monthly service fee for brands to participate from June - August; commission applies as detailed below

• Brands will ship directly to FBA 

• Offer expires June 11th at 10amPST 

 

II. RESPONSIBILITIES OF THE VENDOR: The Vendor shall agree to adhere to the following:

1. Inventory and Fulfillment: The Vendor will be responsible for shipping the required inventory to Amazon FBA. Vendors shall ensure that inventory levels are maintained and meet the demand forecasts as mutually agreed upon with Amazon and LumiNicole.

2. Returns: The Vendor shall comply with Amazon’s inventory return policy 

3. Compliance: The Vendor shall comply with all applicable laws and regulations regarding product safety, quality standards, and intellectual property rights.

 

VENDOR ACCOUNTABILITY & PERFORMANCE; DEFINITIONS.

 

1. Performance Assessment: For the purposes of this Agreement, Vendor performance will be assessed based on the following key performance indicators (KPIs).

   1. Product Quality & Compliance

   2. Financial Performance

   3. Sales & Demand Performance

   4. Relationship & Service Metrics

2. Sales Revenue: For the purposes of this Agreement, “Sales Revenue” shall mean the total revenue generated from the sale of the vendor’s products through Amazon. 

3. Sales Growth: For the purposes of this Agreement, “Sales Growth” shall mean the percentage change in sales revenue compared to the previous period (e.g., month, quarter, or year).  

4. Product Performance: For the purposes of this Agreement, “Product Performance” shall mean the popularity and customer demand for specific products within the vendor’s lineup.  

 

Performance Expectations 

LumiNicole and Vendor will mutually determine the  performance targets for Vendor, based on historical data, market trends, and the Vendor’s growth potential. Vendor is expected to:  

1. Achieve Minimum Sales Targets: Maintain a minimum level of sales within a specified timeframe.  

2. Participate in Marketing Efforts: Engage in marketing campaigns, promotions, to increase visibility and sales.  

3. Maintain a Strong Product Assortment: Ensure a diverse and relevant product mix to meet customer demand.  

4. Manage Inventory Efficiently: Prevent stockouts and overstocking by closely monitoring inventory levels.  

5. Ensure Compliance: Adhere to all policies, regulations, and quality standards set by Amazon, LumiNicole and relevant authorities.  

 

COMPENSATION: SALES REVENUE PAYOUTS

Product Pricing: All products sold will be priced based on the Brand’s Suggested Retail Price (SRP) as established by the Vendor.

 

For the avoidance of doubt, all vendors in the LumiNicole Amazon Partnership Program shall be subject to the applicable commission structure as outlined below (“Commission Structure”). Commission Structure  shall remain in full force and effect for the Term of this Agreement, and continue for a period of three (3) months following the end of the program.

 

Commission Structure

Commissions on all products sold via Amazon, will be 10%, based on the brand’s Suggested Retail Price (SRP).

 

Payout Commissions  

Vendor will follow the schedule outlined below with respect to the payment of commission as due in accordance with terms of this Agreement. 

​

Payout Schedule: LumiNicole Beauty will receive its Commissions payouts twice per month, on the 1st and 15th (“Payout(s)”), ensuring timely and transparent commission from Vendor’s sales of its products under this Agreement..

Calculation Period: Payouts are issued twice per month, on the 1st and 15th. For example, the August 15th commission will cover Vendor sales that have accumulated from July 1st to July 15th, while the August 1st payout will cover Vendor sales from July 16th to July 31st.

​

The Payout amount under this Section will be calculated as follows:

• Total sales revenue (based on SRP)

• Minus any pre-disclosed retailer fees (e.g., Amazon marketplace fees)

 

Sales Validation and Review: Before processing Payouts, LumiNicole Beauty’s Operations Manager will review and validate the sales data for each Vendor in their Amazon Seller Central account. Any discrepancies or issues will be addressed with the Vendor before the Payout date.

​

Payout Method: LumiNicole Beauty will receive Payouts through electronic fund transfers (EFT) via the Automated Clearing House (ACH) system. Parties acknowledge that payments take an average of one (1) to five (5) business days to clear, depending on the financial institution.

​

Payment Statement: LumiNicole Beauty will have access to the Vendor’s payment statement through Amazon’s Seller Central to verify accurate payouts.

​

Currency: Payouts will be made in USD currency.

​

Dispute Resolution: LumiNicole Beauty must notify Vendor via email within 72 hours of receiving the payment statement to dispute any discrepancies to the Payment Statement.

​

Late Payment & Collections Policy

1. Late Fees

   1. Payments are due on the 1st and 15th of each month.

   2. Payments not received by the 20th will incur a 5% late fee

   3. If payment is still outstanding by the 30th, LumiNicole reserves the right to suspend Services until Vendor balance is resolved in full.

2. Collections Proceedings

   1. If payments remain unpaid for two consecutive months, LumiNicole Beauty  may:

      1. Engage a collections agency to recover the debt.

      2. Immediately remove the Vendor from all retail activities 

   2. Vendor will be responsible for all fees associated with collections efforts, including legal and administrative costs.

 

Refund & Cancellation Policy

All payments are non-refundable.

 Compliance & Ethical Standards  

1. Ensure all products comply with federal, state, and local regulations (FD&C Act, FP&L Act).  

2. Adhere to ethical sourcing, sustainability, and product safety guidelines.  

 

Dispute Resolution  

1. Vendors should report any billing disputes in writing within 7 days of invoice receipt.  

2. Both parties agree to resolve disputes in good faith before legal action is pursued.  

 

TERM AND TERMINATION

 

Contract Duration: The term of this Agreement shall commence on the Effective Date and continue in full force and effect for a period of three  (3) months (“Initial Term”). 

 

Renewal Clause: Upon the expiration of the Initial Term, both parties will discuss renewals and integration into the full service LumiNicole Retail Marketplace. This term represents a one time 3 month LumiNicole Amazon Partnership Program. 

 

Cancellation Notice: There are no terminations or modifications. 

 

Performance Review & Termination: Regular performance reviews will be conducted, and vendors will receive feedback on progress, areas of improvement, and strategic adjustments.  

 

Intellectual Property Rights

1. “Intellectual Property Rights” means all intellectual property rights, whether arising under the laws of the United States or any other jurisdiction, including, without limitation, copyrights, trademark rights, patents, trade secret rights, other rights in confidential information and rights of publicity. 
    

2. Rights Reserved.  Each Party reserves and retains all of its Intellectual Property Rights, subject only to any license granted herein.  No services shall be provided on a work-for-hire basis or other basis that would require or result in the assignment or other transfer of any Intellectual Property Rights.
    

3. License.  Vendor hereby grants Innove Partners  the nonexclusive, royalty-free, fully paid up, worldwide, irrevocable right and license during the Term of this Agreement to identify Vendor as a user of Innove Partners’ services, including, without limitation, in any advertising, promotional similar materials, Innove Partners’ website, case study or press release.

Confidentiality & Brand Protection 

1. The Parties acknowledge that in the course of performing their respective obligations under this Agreement, each Party may be provided certain information by a Party (“Disclosing Party”) considered as confidential (“Confidential Information”).  Confidential Information shall include, but not be limited to, information on products, intellectual property, business plans, development plans, employee non-public private data, financial performance, and information concerning the dealings with a third party. Each Party agrees to safeguard the Disclosing Party’s Confidential Information from theft or from access by unauthorized persons, not to use the Confidential Information in any way detrimental to the Disclosing Party, and not to directly or indirectly, disclose or divulge any Confidential Information to any third party without the prior written consent of the Disclosing Party.

 

1.   The following shall be excluded from the scope of Confidential Information: 

   1. Information which is already in the possession of the receiving Party at the time of the disclosure;  

   2. Information which is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or 

   3. Information that was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the Disclosing Party.

 

1. Notwithstanding the restriction set forth in Section 1 above, if the receiving Party becomes legally compelled to disclose any Confidential Information, the receiving Party shall provide the Disclosing Party with prompt notice so that the Disclosing Party may take the necessary measures to protect its interest. 

 

1. The Parties agree that they shall limit the disclosure of Confidential Information to its legal and financial representatives (“representatives”), employees and staff on a need-to-know basis and shall be responsible for ensuring that such representatives, employees and staff comply with the provisions of this Section.

 

NON DISPARAGEMENT

The Parties understand and expressly agree that neither Party shall make any negative, disparaging, and/or derogatory statement of any kind about the other Party, to any natural person, legal entity, media outlet, social media page, and/or media platform nor make  any negative, disparaging, and/or derogatory statement of any kind regarding the other Party’s business affairs and products.  

 

INDEMNIFICATION

1. By LumiNicole Beauty. LumiNicole Beauty shall indemnify, defend and hold harmless Vendor and its directors, officers, representatives, employees and agents from and against any and all third-party liability, loss, damages, claims, or causes of action, including reasonable outside legal fees and expenses (“Claim”) to the extent that such Claim (i) is based directly on Innove Partners’ breach of this Agreement, gross negligence or willful misconduct or (ii) alleges that a service of Innove Partners infringes any Intellectual Property Right (as hereinafter defined) (other than infringement arising as a result of the use of any Vendor  branding or other materials or otherwise relating primarily to Vendor’s business).

 

1. By Vendor.  Vendor shall indemnify, defend and hold harmless Innove Partners and its directors, officers, representatives, employees and agents from and against any Claim, other than any Claim that Innove Partners is obligated to indemnify under this Section, to the extent that such Claim is based on or relates to Vendor’s use of any Innove Partners’ service, including, but not limited to, any Claim (i) that any such use infringes, misappropriates, dilutes or otherwise violates any Intellectual Property Right; (ii) is based directly on Vendor’s breach of this Agreement, gross negligence or willful misconduct; or (iii) related to Vendor’s products.

 

LIMITATION OF LIABILITY

In no event shall either party be liable for:

1. Direct damages in an amount up to the amounts paid or payable to provider under this Agreement during the prior ninety (90) day period before the event giving rise to such liability; or

2. Any consequential, incidental, indirect, willful, exemplary, punitive, or special damages (including lost profits, lost revenue, business opportunities, market share, goodwill or loss or inaccuracy of data of any kind), whether based on contract, tort or any other legal theory or cause of action in connection with this Agreement, even if such party has been advised of the likelihood of such damages.

3. In no event shall the aggregate liability of either party hereunder under any legal theory or cause of action exceed the total aggregate fees and expenses paid by Vendor to LumiNicole Beauty under this Agreement over the preceding three (3) months.

4. The foregoing limitations of liability shall not apply to a party’s indemnification obligations or any liability arising from a breach of Section 3 (Confidentiality).

 

FORCE MAJEURE

Neither party shall be responsible or considered in breach of this Agreement for any delay or failure in the performance of any obligation of this Agreement to the extent that such failure or delay is caused by acts of God, governmental actions, fires, explosions, labor disputes, accidents, pandemic or epidemic, civil disturbances, material shortages or other similar causes beyond its reasonable control (collectively, “Force Majeure Event”). The party whose performance is prevented, hindered, or delayed by a Force Majeure Event shall promptly notify the other party of the occurrence of the Force Majeure Event and shall use commercially reasonable efforts to recommence performance whenever and to whatever extent possible. For clarity, the foreseeability of an event described above shall not be a disqualifying factor in a determination of whether such event is considered a Force Majeure Event hereunder.

 

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.

 

ASSIGNMENT

Neither Party shall assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the other Party’s prior written consent. Any purported assignment, delegation or transfer in violation of this Section  is void. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.

 

AMENDMENT AND MODIFICATION; WAIVER

No amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

 

SEVERABILITY

If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

 

ENTIRE AGREEMENT

This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior discussions, agreements, or understandings.