2015 NORTH AMERICA TERMS AND CONDITIONS AND

2015 NORTH AMERICA TERMS AND CONDITIONS
AND OPERATING POLICIES FOR AUTHORIZED RETAILERS
(Collectively the “Terms”)
PLEASE SIGN LAST PAGE AND RETURN TO CHAMILIA
Name of Retailer:
______________________
(the “Authorized Retailer”)
Dear Authorized Retailer:
Thank you for selecting Chamilia® jewelry (the “Products”) as a featured product for your retail
business.
In order to remain competitive and maintain success in the marketplace, Authorized Retailers must
maintain the highest levels of customer service and quality standards. You were selected to be an
Authorized Retailer based on location and the following attributes: reputation in the marketplace,
high level of customer service, commitment to the Chamilia brand, and ethical operating principles.
Below are important terms that are applicable to our retailer relationships. In order to be an
Authorized Chamilia Retailer, you must acknowledge, agree to, and abide by these Terms.
References in these Terms to “us” or “we” or “Chamilia” (unless a reference to Chamilia
Products) refer to and mean Chamilia, LLC. References to “you” or “Retailer” mean the
“Authorized Retailer”. Chamilia agrees to appoint the Authorized Retailer as a non-exclusive
retailer of the Products, and the Authorized Retailer accepts such appointment, in accordance with
these Terms.
Chamilia reserves the right to change any policy or procedure without notification.
1. Confidential Information - All confidential information of Chamilia received by the Retailer shall
not be distributed, disclosed, or disseminated in any way or form by the Authorized Retailer to
anyone except its own employees, subcontractors or advisors who have a reasonable need to
know such confidential information, and who have been advised of the confidential nature thereof
and have agreed to maintain and safeguard such information as confidential; nor shall confidential
information be used by the Authorized Retailer for its own purpose, except for the purposes of
exercising its rights or fulfilling its obligations in connection with the Authorized Retailer relationship
with Chamilia. Any business, marketing, pricing or technical/design information regarding Chamilia
Products, their components or Chamilia’s business is the proprietary and exclusive confidential
information of Chamilia, regardless of marking or identification.
2. Intellectual Property - Any and all intellectual property rights and goodwill associated therewith
in or related to Chamilia Products or Chamilia’s business now or hereafter arising are and shall
remain the exclusive property of Chamilia or Chamilia’s licensors, and neither the Authorized
Retailer nor any affiliate shall at any time during or after the expiration or termination of its
relationship with Chamilia in any way question or dispute the ownership thereof by Chamilia or its
licensors. The Authorized Retailer and any affiliates agree that it will not file or acquire a trademark
application to register any of Chamilia’s trademarks or any trademarks confusingly similar thereto
or acquire a registration for its trademarks or any trademarks confusingly similar thereto for any
items or services. The Authorized Retailer and any affiliates also agree that it will not register or
make use of domain name registrations featuring Chamilia’s trademarks or any trademarks
confusingly similar thereto.
3. Independent Contractor - The Authorized Retailer shall have no power or authority to bind or
to obligate Chamilia to any contract or any other commitment with any third party. The Authorized
Retailer shall be and act solely as an independent contractor in its relationship with Chamilia, and
shall not be an agent of Chamilia.
4. Disclaimer of Representations and Warranties - EXCEPT AS EXPRESSLY SET FORTH
HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHAMILIA
EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS REGARDING CHAMILIA
PRODUCTS, WHETHER EXPRESS, IMPLIED OR STATUTORY AND INCLUDING BUT NOT
LIMITED TO ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. Except for the limited
warranty expressly set forth herein, the Authorized Retailer shall not be entitled to make or pass
through any warranties to any third parties regarding Chamilia Products.
5. Business Practices - The Authorized Retailer represents and warrants that it shall at all times
refrain from engaging in any illegal, unfair, deceptive or unethical business practices whatsoever,
including without limitation offering anything of value to public officials in order to gain an
advantage, whether with respect to Chamilia Products or otherwise.
6. Indemnification - The Authorized Retailer shall be solely responsible for, and shall defend,
indemnify and hold Chamilia, its parent, affiliated companies and their respective employees,
agents and representatives, free and harmless from and against, any and all claims, damages,
expenses, including without limitation reasonable attorneys’ fees, and any other loss, cost or
liability arising out of or in connection with the acts of the Authorized Retailer, its employees or
agents, including without limitation those inconsistent with the foregoing representation and
warranty.
The Authorized Retailer shall defend, indemnify and hold harmless Chamilia (and its employees,
representatives and agents) from and against all claims, liabilities, losses, damages, penalties,
fines and sanctions of any kind (including, without limitation, interest, attorneys’ fees and expenses,
customs duties, fines, taxes, penalties or any other governmental sanctions of any kind) resulting
from or arising out of any breach of any obligation of the Retailer under these Terms or otherwise
arising out of or related to the transactions referenced in these Terms.
7. Jurisdiction - These Terms and the relationship between Chamilia and the Authorized Retailer
shall be governed by the laws of the State of Rhode Island. The Authorized Retailer acknowledges
that its agreement with Chamilia is entered into in the State of Rhode Island, and consents to (i)
the personal jurisdiction of the federal and state courts in the State of Rhode Island and agrees that
said courts shall be the exclusive for a resolution of any and all disputes arising under, relating to,
or in any way connected to these Terms or the parties relationship, and (ii) service of process being
affected upon it by registered mail sent to the address it has provided to Chamilia.
8. Relationship of Parties - Chamilia, is the designer and marketer of a line of personalized jewelry
products and accessories sold under the name and registered trademark Chamilia. Chamilia is in
the business of selling Chamilia Products to a limited group of retailers. Chamilia has agreed to
enter into this non-exclusive agreement with the Authorized Retailer in order to resell its line of
Chamilia jewelry and accessories.
9. Survival of Obligations – Termination or expiration of these Terms will not relieve either Party
of its obligations under Sections 1, 2, 4, 6, and 7 above.
BY ACCEPTING THESE TERMS, THE AUTHORIZED RETAILER AGREES TO ALL
REQUIREMENTS DETAILED IN THIS DOCUMENT AS WELL AS ANY MODIFICATIONS THAT
CHAMILIA MAY MAKE TO THIS CONTENT AND COMMUNICATED BY MAIL, E-MAIL, AND OR
POST TO WWW.CHAMILIA.COM. THE AUTHORIZED RETAILER ALSO ACKNOWLEDGES
THAT CHAMILIA RESERVES THE RIGHT TO TERMINATE THIS RELATIONSHIP AT ANY TIME
AND FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO FAILURE TO MAINTAIN THE
REQUIRED STANDARDS SET FORTH IN THESE TERMS, SUCH AS EXPECTED SALES
LEVELS, AUTHORIZED PROMOTIONS, PAYMENT, MARKETING GUIDELINES, ETC. IN ALL
CASES, IT IS IN CHAMILIA’S SOLE DISCRETION TO DETERMINE WHETHER OR NOT
RETAILERS ARE IN COMPLIANCE WITH THESE TERMS.
OPERATING POLICIES
1. RETAILER QUALIFICATION
Retailers in Good Standing
All Authorized Retailers must be active and approved by Chamilia to purchase Products. Chamilia
has no obligation to sell Chamilia Products to any Authorized Retailer. Chamilia reserves the right
to terminate an Authorized Retailer’s status at any time including rejection or cancellation of orders
if the Authorized Retailer fails to meet stated requirements.
Chamilia defines Authorized Retailers in Good Standing as those who meet all of the following
criteria:
 Minimum of $10,000 USD of product purchases in previous twelve months per account
stocking Chamilia
 Stock and display minimum of 50% of Chamilia’s essential product assortment per door
 Stock and display minimum of 50% of Chamilia’s new product releases within 14 days of
launch
 Adhere to Chamilia’s published launch date for promoting and accepting orders for new
products
 Adequate payment history
 Consistent compliance with all of Chamilia’s Terms and Conditions and Operating Policies
Territories and Additional Store Locations
It is not Chamilia’s policy to offer territory exclusivity. In order to maintain an optimal selling
environment for our retail partners, Chamilia reserves the right to review each new account request,
additional store location, or store relocation and approve or deny it based on market demographics
and existing retail penetration.
Authorized Retailer Locator Qualifying Criteria
In order to be eligible for Chamilia’s online Retailer Locator, each Authorized Retailer must remain
in good standing.
In order to be eligible for preferential listing on Chamilia’s online Retail Locator, Authorized Retailer
must meet minimum of $100,000 USD of product purchases in previous twelve months.
2. RESALE
Authorized Retailers must sell to retail customers only. Retailer may not sell, ship, or otherwise
make available Chamilia Products to any other retailer, wholesaler, or buyer who intends to market,
sell, or offer to sell Products without the prior written consent of Chamilia.
3. ORDER PLACEMENT
Authorized Retailers must submit orders for Chamilia Products by using Chamilia’s Online Ordering
accessible through the Retailer Resources section of www.chamilia.com. Each order is subject to
approval by Chamilia and Chamilia reserves the right to deny orders for any reason in its sole
discretion. Retailers are responsible for all freight charges on all orders unless the Retailer is
approved as part of the 2015 Preferred Retailer Program. Please refer to the 2015 Preferred
Retailer Program for specific benefits and requirements. Chamilia will have no liability to the
Authorized Retailer for any purchase orders not accepted. If there is any conflict between these
Terms and a purchase order, these Terms will prevail. All delivery dates provided by Chamilia are
estimated. Chamilia requires a minimum lead time of two business days on all orders. This lead
time is not inclusive of time required to verify or rectify any issues related to credit standing, which
could delay shipment beyond two business days.
4. PAYMENT METHODS
Payment Terms
 Chamilia will invoice Authorized Retailer at wholesale prices determined by Chamilia. The
invoice will also include charges for freight and handling, and taxes or duties where
applicable.
 Payment may be made by approved major credit card, check or EFT/wire transfer.
 Chamilia may offer Credit Terms to qualifying Retailers. See additional information and
terms below. If paying by credit card, the card will be pre-authorized at the time of the order
for an estimate of the funds needed. The card will be charged for actual amounts and costs
when the order is shipped.
 Any check presented to Chamilia is presumed to be available for immediate bank deposit.
Credit Terms
To be considered for Credit Terms, Authorized Retailers are required to complete and sign
Chamilia’s credit application as well as this document, the “Terms and Conditions and Operating
Policies”. A Retailer may qualify for Credit Terms up to a defined amount determined solely by
Chamilia, based on the Retailer’s overall credit history, business condition, payment history with
Chamilia, or other criteria as deemed appropriate in Chamilia’s sole discretion. Chamilia reserves
the right to approve or not approve any application for Credit Terms and the amount of credit
extended based on its sole discretion and evaluation. This includes the right to change or revoke
Credit Terms to any or all Retailers without prior notice.
If approved for Credit Terms, the qualifying Retailer will generally be provided Net-30 day payment
terms (full payment due within 30 days from the date of the invoice) up to a Credit Limit as defined
by Chamilia. In the event that Credit Terms are granted, the customer shall pay by check or wire
within terms stated on the invoice. Credit card payments under a Credit Terms agreement will only
be accepted with prior written approval of Chamilia management. In providing Credit Terms to
qualified Retailers, amounts due must be paid by the invoiced due date to remain in good standing.
To be in good standing at the time of any order requires the Retailer to have sufficient availability
under the credit limit as defined by Chamilia and to be current in its payments within the Credit
Terms provided on previous orders.
If a Retailer Account becomes past-due by 10 days or more, Credit Terms and Limits may be
revoked by Chamilia on all future orders. If a Retailer Account continues to be past-due, Chamilia
reserves the right to stop shipment of future orders and remove the Retailer’s status as an
Authorized Retailer. None of these actions mitigates the obligation of the Retailer to pay all amounts
owed as previously invoiced. For accounts that are significantly overdue, Chamilia reserves the
right to apply finance charges to the amounts owed (subject to applicable laws) and to initiate
payment collection processes it deems necessary up to and including professional collection
services and/or legal action. The costs of collection will also be charged to the Retailer.
For any credit arrangement of any sort, and notwithstanding any provision set forth hereunder,
Chamilia reserves the right to declare, without notice or demand, any outstanding balance
immediately due and payable if, in its discretion, Chamilia believes the Authorized Retailer is
unable, or refuses, to pay the outstanding balance or any portion thereof.
Check Policy
Checks will be accepted from Retailers in good standing. Any check deposited and returned by the
bank as “NSF,” Stop Payment or Closed Account, will result in an additional $30 processing fee
invoiced to the Retailer for each deposit or re-deposit. Retailer agrees it will not present checks
marked “paid in full” or similar notations. If such a check is presented and deposited in good faith
by Chamilia or its agents, Retailer agrees that such notations provide no right to avoid payment of
additional amounts owed, and that Retailer remains responsible for payment in full of all amounts
previously invoiced and owed to Chamilia. Accounts that have not been properly paid under the
Check Policy will be treated as “past-due” as described above in “Credit Terms”, and the account
will not be considered to be in good standing.
Credit Card Policy
Chamilia accepts Visa, Master Card, Discover and American Express for payment, based upon
proper processing authorization. Chamilia relies on authorization processes as defined by its credit
card processor, bank, and the related systems. Chamilia is not responsible for credit cards that are
declined or do not receive authorization for any reason. Credit card orders may be cancelled if
authorization is not received within 5 business days.
Any authorization or credit card funding availability issues must be resolved by the Retailer and the
Retailer’s issuing bank. If a credit card presented by the Retailer is used without the proper
authorization of the named card/account holder, or “charged back” to Chamilia as an unauthorized
payment, Retailer remains responsible for payment in full of all amounts previously invoiced and
owed to Chamilia. Accounts that have not been properly paid under the Credit Card Policy will be
treated as “past-due” as described above in “Credit Terms” and will not be considered to be in good
standing. It is Chamilia’s policy to cooperate fully with any proper legal request for information or
investigation regarding fraudulent payments, regardless of the form of payment.
5. RETURN POLICY
Retailers may return Product under the scenarios outlined in this section. All Product returns must
be requested through the Return Authorization Request Form and approved by Chamilia. If and
when approved, the Retailer will receive a Return Authorization Approval, including a Return
Authorization approval number. This number must be clearly indicated on the returned Product
shipment package(s) and the approved Return Authorization Approval should be included inside
the package(s). The Return Authorization Request and specific return procedures are available
through Chamilia’s Retailer Resources on www.chamilia.com.
All returns should be in the original packaging and returned to Chamilia. Items not in the original
packaging will be subject to a repacking fee as outlined below. If the original packaging is not
available, the Product should be identified with product description and item number and wrapped
in protective packaging such as bubble wrap and packed in a sturdy container. For your protection,
Chamilia recommends that Authorized Retailers insure all returned packages at Retailer’s expense.
Product that is not packaged or shipped properly will not be given a credit. Product that is not
received within 60 days of receiving the Return Authorization Approval, will be cancelled and no
credit given. All returns will be inspected to ensure items are saleable and meet the appropriate
guidelines. Chamilia reserves the right to refuse returns not following the guidelines.
Shipping and handling charges are non-refundable. Chamilia will not assume the cost for any
shipping/handling on returned goods.
Defective Merchandise
Within two years of purchase, consumer purchases are covered under the Chamilia Warranty
Policy. General wear and tear and improper cleaning are not covered by the Chamilia Warranty
Policy. This includes damage from using liquid silver polish on the product, improper usage (for
example, stripped threads on bangle bracelets), wearing the jewelry in pools or hot tubs and normal
fading on oxidized items.
Chamilia will accept returns from Authorized Retailers of unsold defective merchandise that is
returned within twelve months from the date of sale to the Authorized Retailer. Defects include, but
are not limited to, clasp defects, stripped threads and missing gem stones. Retired items are not
covered under warranty after one year of being retired. There are no restocking or repacking fees
for defective merchandise returns. Authorized Retailers shall submit defective returns to Chamilia
within 30 days of receipt from the consumer.
Retired product is covered for our Retailers for one year from retired date. If a consumer purchases
a retired Product from the Retailer within the year, the consumer’s warranty will be two years from
purchase.
Lost or Damaged Packages
If the shipping carrier delivers a damaged package, the Authorized Retailer is required to refuse
the shipment and to not open the package. Chamilia cannot accept damaged packages once an
Authorized Retailer has received the shipment. If a damaged package is refused or a package is
lost, Chamilia Customer Service should be notified immediately for proper credit and processing of
a replacement order.
NOTE: If an Authorized Retailer chooses to accept a damaged package, they should report the
damages to UPS for an inspection. The merchandise and original packaging should be saved per
UPS instructions.
Missing Items
Chamilia checks all merchandise prior to shipping. If ordered items are not received, the Authorized
Retailer is required to contact Chamilia’s Customer Service team regarding the missing product
within 10 business days of receipt. If Chamilia is not notified within 10 business days, Chamilia
reserves the right to deny a credit or replacement.
6. MARKETING STANDARDS
Merchandising & Displays
In order to maintain brand integrity and avoid consumer confusion, Authorized Retailers are
required to display Chamilia Product in a clean, attractive and appealing manner separate from all
other manufacturers’ products, and utilize only Chamilia display materials and fixtures.
Authorized Retailers are required to follow Chamilia’s published planograms including displaying
pre-designed, completed bracelets in order to provide points of inspiration for consumers.
Chamilia reserves the right to reject any merchandising and display, advertising, marketing,
promotional or sales materials or practices that do not meet Chamilia’s brand standards or
requirements.
Chamilia packaging is required for all Chamilia Product sales to consumers.
If Authorized Retailer has received visual display fixtures paid for by Chamilia under the condition
of participation in the Preferred Retailer Program and ceases to be part of the program either
voluntarily or involuntarily, Chamilia will choose to either take possession of the visual display
fixtures or charge the depreciated retail value to the Retailer.
Events
Chamilia defines these initiatives as the following:
 New Product Preview: Authorized Retailer hosted in-store event where consumers are
invited to pre-order new Product prior to Chamilia’s published launch date.


Chamilia Event: Authorized Retailer conducts cause or theme based event with published
start and end dates not to exceed 21 consecutive days.
Consumer Party: In-home parties or off location events that must be within the same
community that Retailer is located unless approved in writing by Chamilia.
Events may be run at any time during the calendar year provided they are registered with Customer
Relations by submitting the Event Approval Form under Forms and Policies on the Retailer
Resources section of www.chamilia.com.
7. TRAINING STANDARDS
New Authorized Retailers must complete Chamilia’s web-based launch training program within 14
days of starter kit receipt.
All new and current Authorized Retailers shall participate and remain current in Chamilia’s available
training programs.
8. USE OF THE CHAMILIA NAME
The Authorized Retailer may use the Chamilia name in materials such as merchandising and
display, advertising, marketing, promotional and sales materials. The Authorized Retailer may only
use the Chamilia logo, trademarks, symbols, taglines and copyrights (collectively the “Chamilia IP”)
as provided and included in the creative materials available to the retailer on the Chamilia Local
Marketing Center, which is accessible through Retailer Resources at www.chamilia.com. These
branded creative assets must be used exactly as provided. Authorized retailers may not use the
Chamilia IP in their own advertising without express written authorization from Chamilia.
Chamilia IP has been updated for 2015. The Authorized Retailer must destroy and discard any
previously branded items that do not use this updated branding prior to signing the 2015 Terms &
Conditions agreement. By signing the 2015 Terms & Conditions agreement, the Authorized
Retailer is confirming that it will not use branded assets of any kind that reflect logo, trademarks,
symbols, taglines, or copyrights that were developed prior to 2015 by either Chamilia or the
Retailer.
9. USE OF LICENSED PARTNER TRADEMARKS
In addition to adhering to Chamilia’s IP requirements, all Authorized Retailers must comply with the
guidelines established by Chamilia’s licensed partners including, but not limited to Swarovski. The
Swarovski logo, trademark and symbols can only be used as provided and included in the creative
materials available to the retailer on the Chamilia Local Marketing Center. Any other use of the
Swarovski trademarks must be pre-approved in writing by Chamilia.
10. USE OF DOMAIN NAMES, E-COMMERCE, RETAILER WEBSITE, E-MAIL, ONLINE &
SOCIAL MARKETING GUIDELINES
Authorized Retailers are required to comply with all Terms when selling Chamilia products over the
Internet including the following:
Domain Names
 Authorized Retailers who intend to sell Chamilia Products on websites must submit a
written request via email or fax with the domain name your company is proposing to use to
sell Chamilia products online to Chamilia Customer Service for approval. This request must
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

be approved by Chamilia prior to the launch of any website, or selling of products on those
websites.
Authorized Retailers will not purchase, use or incorporate Chamilia’s brand name or any
of its trademarks, common misspelling of Chamilia’s brand name, or any confusingly similar
name in any domain name including any country code top-level domains (ccTLD) or
international domains. The use of Chamilia’s brand name or any Chamilia IP in a domain
name
is
strictly
prohibited.
EXAMPLES:
www.newyorkchamilia.com,
www.buychamilia.com, www.chamiliacharmsandbeads.com, www.yourcompanynamechamilia.com, www.ch-am-il-ia.com, or www.chamilia.co.uk is NOT allowed. The Retailer
agrees to transfer any domains that the Retailer owns containing Chamilia trademarks to
Chamilia at the Retailer’s expense.
The use of the Chamilia brand name as a sub domain name is strictly prohibited. Examples:
http://chamilia.yourcompanyname.com; http://chamilia-beads.yourcompanyname.com.
The use or incorporation of any misspellings of the Chamilia brand name as a domain
name or sub domain is strictly prohibited. Misspelling examples include: camilia, camilla,
camila, Chamilia, chamilla, chamillia, chamelia, camelia, camellia, kamilia, and kemilia
among others.
Authorized Retailer Ecommerce & Websites
 The Chamilia IP featured on websites used to sell Chamilia Products online, social media
(Facebook, Twitter, MySpace, etc.), e-mail communications, or online advertising must be
downloaded from the Local Marketing Center (LMC). Any deviation must be pre-authorized
in writing by Chamilia. Chamilia requires that Authorized Retailers use the Authorized
Retailer Designation logo on all digital properties. This can be downloaded from the LMC.
Authorized Retailer may not misrepresent its relationship with Chamilia. For example, “We
are an exclusive distributor of Chamilia products in the area.”
 Chamilia requires that all Authorized Retailers identify their physical store name and
location when selling online. The physical store location must be a viable business with not
less than $25,000 USD of Chamilia purchases in previous twelve months.
 Authorized Retailer’s websites cannot sell or ship Chamilia Products outside of North
America. Any efforts to market and/or sell Chamilia products outside of North America via
the Retailer’s website may result in termination of the Authorized Retailer’s account.
 Authorized Retailer’s websites cannot market to children under the age of 13.
 Visitors to Authorized Retailer’s websites must be able to easily exit web pages that contain
Chamilia Product information.
 Authorized Retailers may not send unsolicited information or material to an email address
or computer, divert a user to another site not requested by a site visitor, or modify the user’s
settings with respect to their browser settings including their browser homepage or
bookmarks. Authorized Retailers must comply with all US Privacy Laws and Canada’s
Privacy Legislation.
 Chamilia Products may not be displayed with other product lines in the same product
section and Authorized Retailer cannot cross-promote other product brands when selling
or fulfilling Chamilia orders online.
 Authorized Retailer may not use misleading web page formats or replicate
www.chamilia.com to misrepresent itself as Chamilia.


Authorized Retailer agrees to correct any violations of Chamilia Terms and Conditions
upon notification within 10 business days.
Chamilia may deny or withdraw Authorized Retailer’s Internet permission at any time, at its
sole discretion.
Search Engine Marketing
 Authorized Retailer shall not bid on, purchase or register any pay-per-click (PPC) keywords
on PPC search engines like Google Adwords, Yahoo, or Bing among others using search
terms or other identifying terms or have content that appears on your website that Chamilia
considers in its sole discretion to fall into any of the following categories:
o Promote sexually explicit materials
o Promote violence
o Promote firearms or weapons
o Promote illegal activities
o Promote fake or counterfeit items
o Promote gambling or betting
o Promote discrimination based on race, sex, religion, nationality, disability,
sexual orientation, or age
o Infringe upon others' intellectual property rights
 You shall not bid on, purchase or register any pay-per-click (PPC) keywords on PPC
search engines like Google Adwords, among many others, that include Chamilia’s brand
name or any Chamilia IP including Live With All Your Heart™ as well as common
misspelling of Chamilia’s brand name in any keyword phrase. Prohibited keyword
examples: Chamilia, Chamilia + <any other word or combination of words>, camilia,
camilla, camila, chamila, chamilla, chamillia, camilla, chamelia, camellia, camellia, kamilia,
and kemilia among others.
Email
 Authorized Retailer shall comply with all US CAN SPAM regulations or Canada’s AntiSpam Legislation when sending email to a consumer list containing subject lines or content
with Chamilia’s brand name or product line in it. Examples of requirements include: provide
an option for your consumers to opt-out of commercial email messages, identify the
physical location of your business (name and mailing address), and honor opt-out requests
within 10 business days. For more information on CAN SPAM requirements refer to
http://business.ftc.gov
and
for
Canada’s
Anti-Spam
Legislation
refer
to
http://fightspam.gc.ca/
 Authorized Retailer may not use false or misleading header information to misrepresent
themselves as Chamilia. Authorized Retailers shall not incorporate Chamilia’s brand name
or any Chamilia IP or common misspelling of Chamilia’s brand name in any email address
when sending commercial email messages to consumers where it may be construed as
the email message is coming straight from Chamilia, LLC vs. from the Authorized Retailer.
Chamilia requires that Authorized Retailers use the Authorized Retailer Designation logo
on all digital properties, including email. This can be downloaded from the Local Marketing
Center.
Social Media




The use or incorporation of Chamilia’s brand name or any Chamilia IP as a group name,
fan page name or photo, or online identity on a social networking system, community site
or application service is prohibited. Examples: Facebook, Twitter, YouTube, Google
Places, Google Groups, Google Profiles among many others as well as any message
board forum or group, web cam account, video sharing account ID, and hosted publishing
platforms, tools or blogging platforms like WordPress or Posterous.
Authorized Retailer may not represent its company as being the manufacturer or designer
of Chamilia products on the Internet, including, but not limited to on chat threads, blogs, or
social networking sites. All Authorized Retailers must use the Authorized Retailer
Designation logo provided by Chamilia.
Retailers may not solicit consumers on the Official Chamilia Facebook page and repeated
attempts to solicit consumers will result in termination.
Authorized Retailer shall not post on any social networking system, community site or
application managed by Chamilia content that Chamilia considers in its sole discretion to
fall into any of the following categories:
o Promote sexually explicit materials
o Promote violence
o Promote firearms or weapons
o Promote illegal activities
o Promote fake or counterfeit items
o Promote gambling or betting
o Promote discrimination based on race, sex, religion, nationality, disability,
sexual orientation, or age
o Infringe upon others' intellectual property rights
Auction Websites
Unless prior written approval is received from Chamilia management, Chamilia Products may not
be promoted, auctioned or sold by the Authorized Retailer through any auction website or nonapproved retail website (such as eBay, eBay Stores, Amazon) or websites that use similar
processes.
Authorized Retailers are strictly forbidden to sell, donate, or otherwise make available Chamilia
Products to any other person or entity who intends to market, sell, or offer to sell or could reasonably
be assumed to market, sell, or offer to sell the product online through an eCommerce website or
through an auction website (such as eBay, eBay Stores) or websites that use a similar process.
11. SALES OUTSIDE NORTH AMERICA
Chamilia product may not be sold to or shipped to any consumer or address outside of North
America. Such action may result in immediate termination of Authorized Retailer status.
12. RESALE CERTIFICATES
All Authorized Retailers are required to submit a completed Resale Certificate for the state(s) in
which the Retailer conducts business with Chamilia. Completed Resale Certificates are due to
Chamilia Customer Relations within 30 days of acceptance of the 2015 Terms and Conditions
Agreement. Please contact Chamilia Customer Relations with questions regarding how to obtain
the appropriate Resale Certificate if necessary. Failure to receive an updated Resale Certificate
could result in sales tax charges on future orders.
13. SERVICE POLICIES
All Authorized Retailers must represent the Chamilia line in a professional manner. Sales
associates must be knowledgeable about Chamilia Products and demonstrate a willingness to be
helpful and courteous to consumers at all times. Retailer must follow all guidelines outlined in these
Terms.
14. ACCOUNT VIOLATION POLICY
Authorized Retailers may not assign or transfer any rights to sell the Products or any other rights
granted by Chamilia without the prior written consent of Chamilia. In addition, all Authorized
Retailers shall provide Chamilia with at least 20 days prior written notice of any change in control,
share/equity combination, merger or sale of all or substantially all or the majority of the assets,
stock or equity interests of the Authorized Retailer and Chamilia may terminate the relationship with
the Authorized Retailer and all rights granted to the Authorized Retailer at any time without notice
following such transaction in Chamilia’s sole discretion.
Violation of Stated Policies
Without limiting any other right or remedy available to Chamilia, Chamilia may upon notice
immediately cancel all further deliveries to the Retailer and revoke its status as an Authorized
Retailer without incurring any liability to the Retailer (in which case all outstanding sums in respect
of Products delivered to the Retailer shall become immediately due for payment) in the event that:
(a) the Authorized Retailer is in breach of these Terms and, if capable of remedy, such breach has
not been remedied within 10 days of receiving notice from Chamilia requiring the Retailer to do so;
or
(b) the Authorized Retailer ceases to be in Good Standing; or
(c) the Authorized Retailer becomes (or Chamilia reasonably believes that the Authorized Retailer
is about to become) unable to pay its debts as they fall due or commences negotiations with all or
any class of its creditors or, being an individual, is the subject of a bankruptcy petition or order or,
being a company, an application is made to court, or an order is made, for the appointment of an
administrator, or a receiver is appointed over the assets of the Authorized Retailer; or
(d) the Authorized Retailer suspends, threatens to suspend, ceases or threatens to cease to carry
on all or substantially the whole of its business; or
(e) being an individual, the Authorized Retailer dies or, by reason of illness or incapacity (whether
mental or physical), is incapable of managing his or her own affairs or becomes a patient under
any mental health legislation.
Termination of Accounts
In the event an account is terminated, Chamilia will not accept returns and the Authorized Retailer
will be responsible for settling their credit account in full.
Authorized Retailers will have a period of ten (10) days from the date of termination to sell any
existing Chamilia Product inventory. Once the ten day period ends, the Authorized Retailer must
immediately cease its use of Chamilia’s IP, in addition to ceasing the sale of Chamilia Products. At
that time, all Chamilia merchandising and display, advertising, promotion or marketing materials,
at retail or website locations must be removed from all Authorized Retailer’s locations immediately.
Chamilia may, at its sole discretion, buy back any portion of or all unsold inventory, subject to the
provisions of these Terms, provided that the Product is intact, is not damaged in any way and is
shipped back to Chamilia. Returns may be subject to the applicable restocking/repacking fees as
permitted by applicable law, Chamilia’s aggregate liability (if any) arising from or related to the
transactions referenced in these Terms or the Products will in no event exceed the amount actually
paid by the Authorized Retailer for the Products at issue.
Severance
To the extent any provision of these Terms or the application of any such provision to any person,
entity or circumstance is held invalid, illegal or unenforceable by an arbitrator appointed and acting
in compliance with the terms of these Terms, such invalidity, illegality or unenforceability shall not
affect any other provision of these Terms or such provision itself to the extent such provision or its
application is not invalid, illegal or unenforceable.
Set-Off
The Authorized Retailer shall pay all amounts due to Chamilia in full without any deduction or
withholding, except as required by law, and shall not be entitled to assert any credit, set-off or
counterclaim against Chamilia in order to justify withholding payment of any such amount, in whole
or in part.
TERMS AND CONDITIONS AND OPERATING
POLICIES AND PROCEDURES ACKNOWLEDGEMENT
Please indicate your acknowledgement, understanding and agreement to the Terms and
Conditions and Operating Policies and Procedures outlined above by signing and dating where
indicated below and returning a copy of this letter by e-mail to [email protected],
by fax to Chamilia’s Customer Service at 800-495-0974 or by mail to 1 Kenney Drive, Cranston,
RI 02920.
Thank you for supporting all Authorized Chamilia Retailers by signing and returning this form. The
address listed below should represent the physical store address of your Authorized Retail
Location. If more than one location is opening, please include an attachment separately listing
each individual address.
Please print clearly
Authorized Retailer’s Name:
_____________________________________________________________
Authorized Retailer’s Website:
___________________________________________________________
Authorized Retailer’s Mailing Address:
_____________________________________________________
Authorized Retailer’s Signature:
__________________________________________________________
Print Name/Title:
______________________________________________________________________
Authorized Retailer’s Email Address:
______________________________________________________
Phone Number:
_______________________________________________________________________
Date:
_____________________________________________________________________________
Chamilia January 2015