I agree to the following Terms and Conditions:
• “Contract” shall mean the contract established between the Member and the Perfumarie upon joining our program.
• “Exhibition” is synonymous with Co-Retail Exhibition, Ignition Campaign, Workshop, or Pop-Up Events.
• “Exhibition space” shall mean any space in the Perfumarie Discovery Studio licensed to the Member by Perfumarie, Inc. for the purpose of the exhibition, where applicable.
• “Exhibitor” shall include the member described as such in the Exhibitor Form, a Perfumarie Member, and all employees and agents of such person and shall also include permitted sub-licensees of the Client.
• “Exhibitor’s Manual” shall mean the manual supplied by the Organizers to the Exhibitor, which contains information relating to the Exhibition and the Exhibition Space and other matters (as amended from time to time).
• “Fees” shall mean the membership due or the amount payable for the use of the Exhibition Space.
• “Perfumarie” refers to the Perfumarie Discovery Studio/Soho Beacon, located at 155 Lafayette Street, New York, NY 10013.
• “Organizers” shall mean Perfumarie, Inc.
• “Management” shall mean the owner/proprietor/operator/manager for the time being of Perfumarie, Inc.
THE RULES AND REGULATIONS
• The Member shall, to the extent appropriate, observe and comply with the rules and regulations of Perfumarie, Inc., copies of which are obtainable from the Organizers on request. Certain of the provisions therein are summarized, for Member's reference, but this shall not, under any circumstances, be construed as limiting the obligations of the Member to observe and comply with all applicable rules and regulations of Perfumarie.
APPLICATION FOR PARTICIPATION
All applications for participation shall be made on Perfumarie's prescribed Application Forms. The Organizers reserve the right to accept or refuse any application without giving any reason.
LICENSING AND ALLOCATION OF EXHIBITION SPACE
• Each designated exhibition space is licensed to the Member only. The Member is not allowed to sub-license the Exhibition Space allocated to it, either wholly or in part, without the prior written consent of the Organizers.
• The Member shall ensure that any such authorized sub-licensees comply with these Terms and Conditions and shall be responsible for any default of such sub-licensees.
• The Member is not allowed to give out, even in part, or exchange their stand with third parties.
• The Organizers may allocate the Exhibition Space in any manner as they deem fit but will take into account such factors as the order of applications received and the nature of exhibits.
• The Organizers reserve the right to change the Exhibition Space allocated to the Member, to alter the size and dimensions of the Exhibition Space and to undertake other structural alterations as they deem fit. Such changes shall be at the discretion of the Organizers and the Member shall have no claim for compensation as a result of any changes.
• Exhibits and displays should not exceed the height of the assigned space unless written permission has been received from the Organizers.
• It is mandatory that all design proposals be submitted to the Organizers for approval. Where applicable, specialty plans, drawings, and design proposals for raw spaces must be submitted and approved according to the rules and regulations of Perfumarie. These plans must be submitted to in advance.
• Perfumarie reserves the right, at any time, to order the alteration or removal of any stand that differs from the approved specifications or which does not conform to our rules and regulations. The cost of such alteration and removal shall be entirely borne by the Member, or subject to a fee for this service by Perfumarie. Display of any working or moving exhibits must have the prior written approval of the Organizers. Moving or working exhibits shall only be demonstrated or operated by persons authorized by the Member and shall not be left running in the absence of such persons. All exhibits shall be removed and cleared from the Exhibition Space and vacant possession of the Exhibition Space shall be delivered to the Organizers in as good and clean order and condition as it was when initially licensed out. Any property remaining after the last day designated by the Organizers for material to be removed may be sold or otherwise disposed of by the Organizers at the Member’s expense.
TERMS OF PAYMENT
• Due to the time-sensitive nature of our collective work, reservations are confirmed only with pre-payment in full, from which your real estate assignment would be honored.
• Payment of the Fees by the dates hereunder indicates participation whether or not a signed form is submitted along with payment. There is a 15% non-refundable late fee for no-show Member or dues that arrive more than 5 days late from Member's cycle's contractual start date.
• For complimentary or shelf placements, Members are invited to consign their inventory with us. Unless otherwise pre-approved, Perfumarie shall receive a 50% Agency fee for administration, staffing and space.
• Late fees, damages, chargebacks, courier and storage fees are automatically assessed by Management and will be itemized on each invoice or account statement.
• Settlements for products sales would begin after the 15th of each completed month. Member shall receive a sales report from Perfumarie's brand team as our statement. Sales would be accounted for against new dues when applicable. Please allow up to 60 days for settlements.
• A W9 must be on file for each Member. This must be on file prior to receiving a check from us. Please download it here if you require a copy.
• Perfumarie must have an itemized invoice against each sales report for payment. Invoices should also be emailed to email@example.com.
• Accounts payable will only respond to inquiries by email and on Fridays.
• For status on how the brand is doing, please feel free to contact firstname.lastname@example.org.
• Settlements for sales are issued on Fridays, every other week.
• Domestic payments will be issued by check.
• International payments are transferred via Paypal or Veem. Clients must include full account information on each invoice for processing.
CODE OF CONDUCT
• During the license period, a Member can use Perfumarie as its place for retail, as a showroom for pop-up activations and appointments upon request. The Member shall be responsible for the good conduct of its employees, agents, contractors, sub-contractors and all other representatives who shall be bound by and must observe Exhibiting Terms and Conditions in all respects. Members must not permit anything that causes a nuisance or in the opinion of the Organizers does not conform to the general standards of the Exhibition or amounts or may amount to a breach of these Terms and Conditions. No Member may alter or in any way affect the structure or fixtures of Perfumarie’s Discovery Studio. Members will pay the cost of making good any damage caused by themselves and/or their employees, servants, agents, contractors, subcontractors and all other representatives.
• The Organizers may terminate this Contract by notice to the Member upon the occurrence of any of the following events:
• Perfumarie and/or our Exhibition Space become unfit for occupancy and use or the Exhibition is canceled.
• The holding of Exhibition or the performance of this Contract by the Organizers is substantially or materially interfered with due to any cause or causes not reasonably within the control of the Organizers.
• The Organizers are not satisfied that proper use is being made of the Exhibition Space during the installation period or at any time during the term of the Exhibition.
• Payment of Fees is not made by the Member in accordance with Terms of Payment, above.
• The Member is in breach of any of these Terms and Conditions or any applicable local legislation.
• Upon termination of this Contract for whatever reason, any allocation of Exhibition Space shall automatically be canceled forthwith. All payment made in respect of the Exhibition Space shall be forfeited and the Organizers shall have the right to claim for the balance of the Fees and for any loss or damage suffered by them as a consequence thereof. If the termination of this Contract results other than from cancellation of the Exhibition, the Organizers shall be entitled forthwith to re-license the Exhibition Space.
• Upon termination of this Contract for whatever reason, all of the property in exhibition should be removed by the Member from the Exhibition Space immediately. All property that has to be cleared by Perfumarie will be invoiced back at the Member’s expense.
• The Organizers reserve the right to exercise a general lien over any property of the Member within Perfumarie in respect of all monies, of whatsoever nature, including in respect of claims for damages, which may at any time be due or payable by the Member to the Organizers in connection with the Exhibition.
COMPLIANCE WITH LOCAL LEGISLATION
• Any Member who takes part in the Exhibition must comply with all relevant legislation, rules and regulations of the country or territory where the Exhibition is held and shall be solely responsible for observing and complying with the same and for obtaining all consents, approvals, authorities, licenses and the like as may be requisite to its participation in the Exhibition.
GOVERNING LAW AND JURISDICTION
• This Contract and these Terms and Conditions shall be governed and construed in all respects in accordance with the laws of New York County, New York State, and the Member submits to the non-exclusive jurisdiction of the New York courts for all purposes relating to this Contract or the Exhibition.
Counterfeit goods will not be allowed and Perfumarie has the right without recourse to physically remove the items and close down the stand of the said Member. The Member will not have any financial claim against Perfumarie, Inc.
Should the Member not respect the present general conditions and in particular referring to the transgression of sound emission, conformity of stands and product counterfeit, the Organizers reserve the right to close up nonconforming stands during the Exhibition period. In this case, the Member takes explicit note by signing the Application Form that no kind of reimbursement is due by Perfumarie, Inc.
Perfumarie, Inc. shall take all reasonable security precautions in the interests of the Members and visitors and the provision of such services shall constitute an adequate discharge of all obligations of Perfumarie to supervise and protect property located within our Discovery Studio. Additional security measure may be requested. Perfumarie, Inc. shall not be responsible or liable for any injury to person or property loss or damage of any kind, sustained by Member, employees of the Member or any other person by reason of fire, theft, water, accident, or negligence of Perfumarie or any of its agents or employees or for any other cause whatsoever. It is further understood that the Member will indemnify and hold Perfumarie, Inc. harmless from any damages, loss, cost or expense of any and all kind for any claim or legal action arising out of or by reason of personal injuries or property damage of any kind whatsoever, as well as the cost and expenses of defending against any such claim or claims, action or actions, arising out of the sole or contributing negligence of the Member, employees, or agents of the Member or Perfumarie, Inc., or otherwise, Members must affect liability insurance naming the Perfumarie, Inc. as an assured, to cover such contingencies.
• All sampling campaigns and exhibits will undergo daily inspection.
• The Member will forfeit space not occupied by specified designated time(s) and this space may be resold, reassigned or used by Perfumarie without refund unless prior approval is obtained in writing.
• Perfumarie shall be the sole arbiter of acceptability of sound levels (in authorized sections) and may require reduction of sound levels wherein such sound is deemed objectionable.
• Brands are encouraged to host appearances, pop-ups, and join our team for selling, demonstrations, and market research. To enjoy supplemental promotion and support, please coordinate your staff schedule with the studio at least 3 business days in advance.
• Demonstrations or activity that results in excess obstruction of traffic flow is strictly prohibited.
Only Perfumarie can waive, modify, change or vary any provision of this contract or these conditions, rules and regulations and no such waiver, modification, change or variation shall be effective or binding unless it is specified in writing and signed by Perfumarie, Inc. In the event any provision of the Contract is held invalid or unenforceable, the balance of this Contract shall remain in full force and effect. Perfumarie, Inc. reserves the right to recapture all costs and expenses, including attorney fees, in enforcing this Contract.
STATEMENT OF RESERVED RIGHTS
Without limiting any of the provisions of the Contract or the Contract Conditions, it is specifically understood and agreed by the Member that Perfumarie, Inc. reserves the rights enumerated below without incurring any liability to the Member or releasing the Member from any of its covenants and obligations: 1) to change the hours of the exhibit 2) to allocate exhibit space 3) to change, at any time prior to the scheduled opening date of the exhibit, the dates of the event, the floor plan, and location 4) to determine the suitability of all exhibits and demonstrations. It is further understood and agreed that Perfumarie, Inc. shall have each and all of the other rights and reservations contained in this Agreement.
*** For brands within Perfumarie's incubator or accelerator program, please also refer to this supplemental VENDOR TERMS & CONDITION. Please contact your brand manager for a copy for your file. ***