Stylist Agreement
INDEPENDENT STYLIST AGREEMENT
This Independent Stylist Agreement ("Agreement") is entered into on DATE, 2025 (the “Effective Date”) by and between TRWIH LLC, a California limited liability company, doing business as onlē (“onlē”) and Name (“Stylist”).
Recitals
WHEREAS, Stylist is an independent beauty professional operating within a Sola Salons location and desires to participate in onlē's professional product program.
WHEREAS, onlē manufactures and distributes professional beauty products and seeks to establish direct relationships with independent stylists.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein the parties agree as follows:
1. Founding Stylist Status
1.1. Founding Stylists. Stylists who execute this Agreement prior to December 31, 2025, receive sixty (60) days dating (payment due 60 days after invoice) on opening New Door order and twenty-four (24) pieces of 2oz. Hydrating Shampoo free to gift to clients.
1.2. Standard Stylists. Stylists who execute this Agreement after December 31, 2025, receive thirty (30) days dating (payment due 30 days after invoice) on opening New Door order with no complimentary samples.
2. Payment Terms
2.1. Initial Order. As specified in Section 1 above (60 days for Founding Stylists, 30 days for Standard Stylists).
2.2. Subsequent Orders. All orders after the initial New Door order shall be cash with order (payment required before shipment).
2.3. Commission Suspension. If any New Door order becomes past due, Stylist will not receive commissions until account is paid in full.
3. Commission Structure
3.1. Commission Rate. Stylist shall receive thirty percent (30%) commission on the amount actually received by onlē all online sales to Stylist’s clients through the onlēpro.com website.
3.2. Payment and Client Relationship. Commissions will be transferred via ACH to Stylist’s designated account promptly following the receipt of payment by onlē. Stylist shall continue to receive 30% commission on all sales to their clients originally referred by Stylist, as long as Stylist remains a Sola Beauty Professional operating at the location identified in the signature block below or any successor Sola Salons location. onlē may recover any overpaid commissions resulting from returns, chargebacks, processing errors, or other adjustments by offsetting such amounts against future commission payments or, if no future commissions are available, requiring direct repayment from Stylist.
3.3. Loss of Status. If Stylist ceases to operate as a Sola Beauty Professional at any Sola Salons location, commission rights on future sales to referred clients terminate.
4. Resale Restrictions
4.1. Prohibited Activities. Stylist shall not resell onlē products to Amazon, other online retailers, or any third-party retail channels. Violation of this provision shall result in immediate termination of this Agreement without notice.
4.2. Approved Sales Channels. Stylist is encouraged to promote products to social media followers for purchase through the onlēpro.com website, which generates commissions for Stylist.
4.3. Direct Sales. Stylist may sell products directly to clients for immediate use in connection with salon services.
5. Term and Termination
5.1. Term. This Agreement remains in effect until terminated by either party with thirty (30) days' written notice.
5.2. Termination. Either party may terminate this Agreement at any time with thirty (30) days’ written notice, regardless of cause. onlē may also terminate this Agreement immediately upon written notice if the Stylist breaches this Agreement and fails to cure such breach within two business days after receiving notice of the breach, provided that such breach is capable of being cured. Upon termination, commission obligations cease for sales occurring after the termination date, but accrued commissions remain payable.
6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in San Diego, California, and the parties hereby consent to the personal jurisdiction of such courts. Before initiating any legal proceeding, the parties agree to attempt to resolve any dispute through good faith negotiations for a period of thirty (30) days after written notice of the dispute.
7. Confidentiality. Stylist agrees to maintain confidential any non-public business information received from onlē, including but not limited to sales data, commission rates, and customer information. Confidential information shall be used solely for purposes of this Agreement and shall not be disclosed to third parties without prior written consent. Confidentiality obligations survive termination of this Agreement for a period of three (3) years. Stylist agrees to handle any customer information received through this Agreement in accordance with applicable privacy laws and shall not share customer information with unauthorized third parties.
8. Intellectual Property Rights. onlē retains all right, title, and interest in and to its products, trademarks, proprietary information, customer data, and all customer relationships developed through this Agreement. Any feedback, suggestions, or ideas provided by Stylist to onlē shall become the exclusive property of onlē without compensation to Stylist.
9. Non-Disparagement. Stylist agrees that during the term of this Agreement and for a period of two (2) years following termination, Stylist shall not make any disparaging, negative, or derogatory statements about onlē, its products, services, or personnel, whether orally, in writing, on social media, or through any other form of communication. This obligation applies to all public and private communications to customers, business partners, or any third parties.
10. Limitation of Liability. ONLĒ’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID TO STYLIST IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL ONLĒ BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. ONLĒ SHALL NOT BE LIABLE FOR ANY DISPUTES, CLAIMS, OR ISSUES ARISING BETWEEN STYLIST AND ANY SOLA SALONS FRANCHISE OWNER, INCLUDING BUT NOT LIMITED TO SALON ACCESS, OPERATING POLICIES, OR RENTAL ARRANGEMENTS.
11. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ONLĒ MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ONLĒ DOES NOT WARRANT THAT STYLIST WILL ACHIEVE ANY PARTICULAR SALES VOLUME OR COMMISSION AMOUNT. STYLIST ACKNOWLEDGES THAT BEAUTY PRODUCTS MAY CAUSE ALLERGIC REACTIONS OR OTHER ADVERSE EFFECTS IN SOME INDIVIDUALS. STYLIST AGREES TO CONDUCT APPROPRIATE PATCH TESTS AND FOLLOW ALL PRODUCT INSTRUCTIONS. ONLĒ SHALL NOT BE LIABLE FOR ANY INJURIES, DAMAGES, OR ADVERSE REACTIONS RESULTING FROM PRODUCT USE.
12. General
12.1. Relationship and Assignment. Stylist is an independent contractor. Neither party may assign this Agreement without the other party’s prior written consent, except that onlē may assign this Agreement without consent in connection with a merger, acquisition, sale of all or substantially all of its assets, or by operation of law.
12.2. Notices and Execution. Notices must be in writing via email, certified mail, or courier to signature block addresses. This Agreement may be executed in counterparts, including electronically.
12.3. Severability. If any provision of this Agreement is held to be unenforceable, the remainder of this Agreement shall remain in full force and effect.
12.4. Force Majeure. Neither party shall be liable for delays or failures in performance resulting from acts beyond its reasonable control, including natural disasters, government actions, or labor disputes.
12.5. Entire Agreement. This Agreement, including any attached schedules, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements. This Agreement may only be modified by written agreement signed by both parties.
