Rev.020124.001 Page 1 of 15
LULAROE
INDEPENDENT FASHION RETAILER
PROGRAM APPLICATION AND AGREEMENT
RETAILER INFORMATION
This LuLaRoe Independent Fashion Retailer Application and Agreement (“IFR Agreement”) is
made by and between the undersigned (“Applicant” or “IFR”) and LLR, Inc., a Wyoming
corporation (“Company”), and, notwithstanding the application date above (which is for reference
and convenience purposes only), will only become effective and binding on the date it is accepted
by the Company and the Applicant has otherwise complied with all requirements of the Company,
including placement and payment of an initial order (“Effective Date”). For good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby
agree as follows:
1. Independent Fashion Retailer. Upon acceptance of this IFR Agreement by Company,
Applicant shall become an Independent Fashion Retailer (“IFR”) and, subject to the Agreement
(as defined herein), have the non-exclusive right to: (i) conduct business as an IFR (“Retailer
Business”); (ii) purchase LLR products (“LLR Products”) from Company at wholesale; (iii) use the
Marks and Intellectual Property of the Company pursuant to the License set forth herein; (iv) sell
LLR Products to retail consumers as a Retailer Business; (v) sponsor other IFRs; (vi) participate
in the Leadership Compensation Plan; (vii) access and use the online environment, if any,
provided by the Company for access and use by IFRs to assist IFRs in conducting their Retailer
Businesses (“Back Office”); and (viii) receive such other benefits as are made available by the
Company to IFRs.
2. Conduct of Retailer Businesses. IFRs shall conduct their Retailer Business in accordance
with this IFR Agreement and the Agreement. Retailers shall comply with all applicable federal,
state, local, and community laws, rules, ordinances, and regulations, including homeowner and
community association rules and regulations, in the conduct of their Retailer Businesses and
otherwise. IFRs shall promptly and timely pay for all purchases of LLR Product from the
Company.
3. Initial Required Purchase. The total required initial purchase (“Boutique Originator Pack”)
shall be four hundred ninety-nine and 00/100 dollars ($499.00), subject to the state-specific
provisions of this IFR Agreement. There is no other obligation and no other payments or
purchases to participate as an IFR are required. The Company may offer optional products,
services, and/or benefits, which are not required to be purchased by an IFR. The Company may
discount such optional products, services, and/or benefits, if purchased within a specified time
after purchase of the Boutique Originator Pack, or otherwise, but such optional items are not
required and the only required purchase under this IFR Agreement is the Boutique Originator
Pack. There is no other obligation, financial or otherwise, under this IFR Agreement. While the
Company will offer LLR Product for purchase through the LuLaRoe “Build” online sales system,
IFRs are not required to purchase any additional LLR Products. If IFRs do purchase additional
LLR Products through Build, payment will be collected at the time of purchase.
4. Independent Retailer Businesses. Each IFR is an independent business owner and each
Retailer Business is an independent business as established by an IFR. An IFR is an independent
business owner who is licensed pursuant to the License to use the Marks in the Territory and
conduct a Retailer Business as set forth in this IFR Agreement. This IFR Agreement does not
create an employer/employee relationship, independent contractor relationship, agency,
partnership, or joint venture, between the IFR and the Company. IFRs shall not be treated as
Rev.020124.001 Page 2 of 15
employees of the Company for any purpose, including, without limitation, federal, state, or local
tax purposes. Subject to the provisions of the Agreement, each IFR is responsible for paying all
applicable local, state, and federal taxes due from all income earned as an IFR and any other
similar taxes or fees required by any governing agency. IFRs shall be solely responsible for
obtaining and maintaining any necessary business licenses, permits, registrations, or other
business or governmental entitlements, consents, or approvals, in regard to their Retailer
Businesses. IFRs have no authority (express or implied) to bind the Company to any obligation.
5. Business Taxes. IFRS ARE NOT, AND SHALL NOT BE TREATED AS, EMPLOYEES OF
COMPANY FOR FEDERAL OR STATE TAX PURPOSES OR ANY OTHER PURPOSES
WHATSOEVER. IFRs shall be responsible for and pay IFRs’ own business taxes, self-
employment taxes, estimated tax liabilities, business equipment or personal property taxes, and
other similar obligations, whether federal, state, or local. The Company shall not pay or withhold
any FICA, SDI, federal, or state income tax or unemployment insurance or tax or any other
amounts because the relationship of the parties hereto is not that of employer-employee; rather,
IFRs are independent business owners. IFRs shall be solely responsible for the payment of all
taxes, withholdings, and other amounts due in regard to IFRs’ own employees, if any.
6. Sales and Use Taxes. Notwithstanding anything herein, so long as any co-vendor
agreement (“Co-Vendor Agreement”) is in effect with a state applicable to an IFR, such IFRs shall
be considered co-vendors with the Company and shall not be required to obtain a sales tax
license, solely by reason of such relationship, as a vendor. IFR grants authority to the Company
(and the Co-Vendor Agreement, along with the Agreement, constitutes requisite authority for the
Company) to: (i) remit sales tax collected from IFRs and retail consumers as authorized in any
applicable Co-Vendor Agreement; (ii) grant reimbursements to IFRs as authorized in any
applicable Co-Vendor Agreement; and (iii) inform applicable IFRs that pursuant to an applicable
Co-Vendor Agreement, as co-vendors with the Company in the collection and remittance of the
sales tax imposed by an applicable section of state revenue or tax code, including Section 6203
of the California Revenue & Taxation Code, they are not required to individually register as a
vendor and file returns with the appropriate department of the applicable state with respect to the
sales tax imposed on their sales and uses of Products pursuant to this IFR Agreement.
Accordingly, the Company informs applicable IFRs that the Company has entered into Co-Vendor
Agreements with several states, including the State of California for the administration of
California sales and use taxes. Subject to the terms and conditions of the above Co-Vendor
Agreement(s), this IFR Agreement, and the Agreement, the Company shall be responsible for the
collection and remittance of applicable sales and use taxes, including California sales and use
taxes, on behalf of IFRs who are subject to the applicable jurisdiction of the subject Co-Vendor
Agreement(s), including California sales and use taxes. The Company will collect the applicable
sales tax on the suggested retail price or actual sales price, if known, and IFRs shall use
reasonable efforts to report all actual sales prices to the Company in a form and format acceptable
to the Company. If the Company does not have actual sales prices, it will use suggested retail
prices. The Company cannot accept resale certificates from IFRs unless they hold valid sellers’
permits, including a California sellers’ permit, for selling other tangible personal property obtained
from appropriate vendors, including California vendors who are not Section 6015(b) retailers
under the California Revenue & Taxation Code (“Code”). Any Co-Vendor Agreement(s) shall be
solely for the purpose of facilitating the administration of the sales taxes imposed under applicable
Section(s) of state revenue or tax codes, including Section 6203 of the Code and shall not alter
or impact the independent business relationship of the parties. Nothing herein shall relieve IFRs
from any obligation with respect to sales and use taxes except as expressly stated herein.
7. Grant of License. The Company possesses licensable interests in certain trademarks
registered and/or pending with the United States Patent and Trademark Office pertaining to the
LuLaRoe mark, logos associated with the LuLaRoe mark, and other trademarks associated with the
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LuLaRoe mark (hereinafter collectively referred to as the “Marks”). The art, designs, and graphics
of the LLR Products, the sales aids and promotional material provided by the Company, the
literature and communications of the Company, and the content of all Company-sponsored events
are copyrighted material. So long as the IFRs are in good standing and not in default under this IFR
Agreement or the Agreement, the Company grants, and the IFRs accept, a non-exclusive, royalty-
free, non-sublicensable, non-transferable, non-assignable limited sublicense (“License”) to use the
Marks and the permitted intellectual property of the Company (hereinafter referred to as the
“Intellectual Property”) in the continental United States, Alaska, Hawaii, and such U.S. territories and
possessions as are approved in writing by the Company (“License Territory”), subject to the terms
and conditions of this IFR Agreement and the Agreement. The grant of License hereunder is subject
to the following:
a. IFRs may use the Marks and Intellectual Property of the Company only in the
conduct of their Retailer Business in the retail sale of LLR Products to retail Consumers in the
License Territory;
b. IFRs shall not use the Marks or Intellectual Property of the Company in any manner
that would injure the reputation of the LuLaRoe brand, the Company, the Marks, the Intellectual
Property of the Company, or which would adversely impact or reflect negatively upon the Marks
or otherwise cause an Event of Default under this IFR Agreement;
c. In addition to the foregoing, and specific to use of the Marks on the internet, IFRs
may only use the word “LuLaRoe” in a website domain name if it appears alongside all or part of
the IFR’s name consisting of first name, last name, first and last names together, or a personal
nickname. An IFR’s maiden or unmarried name may be used in place of the last name the IFR
uses in this IFR Agreement. If an IFR registers with the Company through a Business Entity (as
defined in the Policies and Procedures) rather than as an individual, the name of the Business
Entity may be used, subject to the other restrictions contained herein. In addition to the mandatory
inclusion of a name, an IFR may optionally use other words, such as “by,” “with,” “the,” “shop,”
“store,” “boutique,” “style,” or “fashion.” An IFR’s initials (e.g., DS, AB, JTR, etc.) may not be used
in place of one of the other name formats stated above. IFRs may not reference geographic
locations in their domain names. An IFR’s domain name cannot falsely suggest sponsorship or
affiliation with the LuLaRoe Home Office, adversely impact the Company or the LuLaRoe brand,
create the possibility of the domain name being interpreted as something other than an IFR’s
Retailer Business webpage, or be otherwise misleading. The Company maintains full discretion
in determining whether a domain name is impermissible or otherwise exceeds the scope of this
License;
d. IFRs shall, subject to the terms and conditions of this IFR Agreement, and to the
extent commercially reasonable, place the symbol “®” next to and above each use of the Marks
which are registered with the United States Patent and Trademark Office, and place the symbol
“
TM
” next to and above each use of all other Marks;
e. IFRs shall not register, or attempt to register, or aid or assist third parties in
registering, the Marks or any other mark that is confusingly similar to the Marks, including any
registration in the United States Patent and Trademark Office, the United States Copyright Office, or
any Secretary of State’s office or any governmental entity or agency worldwide;
f. IFRs shall not remove, deface, or destroy any copyright, patent notice, trademark,
service mark, other proprietary markings, or confidential or protective legends placed on, within, or
associated with the Marks or any Intellectual Property of the Company. The Company reserves the
right to place, or require IFRs to place, any such copyright, patent notice, trademark, service mark,
other proprietary markings, or confidential or protective legends on the Marks or any Intellectual
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Property of the Company, at the sole discretion of the Company. IFRs shall promptly comply with
any of the foregoing as may be reasonably required by the Company;
g. IFRs may not produce for sale or distribution any Intellectual Property of the
Company, including recorded Company events and speeches, without written permission from
the Company, nor may IFRs reproduce for sale or for personal use any recording of Company-
produced audio or video tape presentations;
h. Title to the Intellectual Property of the Company, and all items derived therefrom,
is reserved to the Company. IFRs acknowledge and agree that the Company is and shall remain
the owner of the Intellectual Property of the Company to the exclusion of all others. IFRs shall
take no acts inconsistent with the foregoing. All use of the Intellectual Property of the Company
by IFRs and any and all goodwill developed therefrom shall inure to the benefit of and be on behalf
of the Company; and
i. IFRs may not transfer, assign, sell, pledge, or hypothecate, or purport to transfer,
assign, sell, pledge, or hypothecate, this IFR Agreement, the License, or any interest in the Marks or
Intellectual Property of the Company, of any nature, or any interest whatsoever of IFRs in any of the
foregoing.
8. No Warranties. NO PARTY HERETO MAKES ANY WARRANTIES TO ANY OTHER
PARTY HERETO UNDER THIS IFR AGREEMENT, EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN
SHALL AFFECT OR PREJUDICE ANY WARRANTY OR POLICY MADE FOR THE BENEFIT
OF RETAIL CONSUMERS, INCLUDING THE LIMITED WARRANTY OR HAPPINESS POLICY,
OR ANY SPECIFIC LLR PRODUCT RETURN RIGHT OF THE IFRS UNDER THIS IFR
AGREEMENT, THE POLICIES AND PROCEDURES, THE AGREEMENT, OR OTHERWISE.
9. Limitation of Remedies. THE PARTIES AGREE THAT THEIR EXCLUSIVE REMEDIES,
AND ENTIRE LIABILITY WITH RESPECT TO THE LLR PRODUCT, SHALL BE AS SET
FORTH IN THIS IFR AGREEMENT, THE POLICIES AND PROCEDURES, AND THE
AGREEMENT. THE PARTIES FURTHER AGREE THAT THE THEY SHALL NOT BE LIABLE
TO ANY PARTY HEREUNDER FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS,
LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT
OF ANY USE OR INABILITY TO USE THE LLR PRODUCT OR THE BREACH OF ANY
EXPRESS OR IMPLIED WARRANTY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE
POSSIBILITY OF THOSE DAMAGES.
10. Discontinuation and Amendments. The Company may, at its sole discretion, create, amend,
or discontinue any compensation, bonus, commission, or incentive plan or program, including the
Leadership Compensation Plan. IFRs shall have no vested interest in any such plan or program,
provided, however, the Company may not change the terms or conditions regarding
compensation for any LLR Product sold by IFRs. This IFR Agreement and the Agreement
(including the Leadership Compensation Plan, LLR Price List, and/or the pricing structure of the
Company) may, subject to the terms and conditions of this IFR Agreement and the Agreement,
be amended at the sole discretion of the Company. Amendments shall become effective thirty
(30) days after notification to the IFR, but amendments shall not apply retroactively to conduct
that occurred prior to the effective date of the amendment. Once notified, the IFR may accept or
reject any amendment. If the IFR rejects an amendment, this IFR Agreement, including the
License hereunder, will be cancelled and the IFR will no longer be eligible to conduct a Retailer
Business, use any Marks or Company Intellectual Property, receive Leadership Compensation
payments, or purchase LLR Products from the Company at wholesale. If after notice of any
amendment the IFR continues to conduct a Retailer Business, use Company Marks or Intellectual
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Property, purchase or sell LLR Products, accept Leadership Compensation payments, attend
Company educational programs or other events, or sponsor new IFRs, such actions shall be
deemed ratification and acceptance of any amendment. Notwithstanding the foregoing, the
Company may require IFRs to accept and agree to be bound by any amendment by electronic
signature pursuant to the E-Sign Laws, or otherwise.
11. Sales Territories. The Territory shall consist of the continental United States, Alaska,
Hawaii, and such U.S. territories and possessions as are approved in writing by the Company.
The Territory is non-exclusive and the Company does not maintain or enforce exclusive sales
areas or territories for the benefit of IFRs.
12. Income Claims. IFRs may not, unless expressly authorized by the Company, make income
projections, income claims, or disclose the Leadership Compensation of the IFR or other IFRs,
including, but not limited to, the showing of checks, copies of checks, bank statements, or tax
records which relate to Retailer Business income or Leadership Compensation to demonstrate
the earning potential of IFRs or otherwise. Additionally, when presenting or discussing the
Company, LLR Products, this IFR Agreement, the Leadership Compensation Plan, or any other
Document or matter pertaining to the foregoing, IFRs must provide the disclosures contained in
the most current Company Income Disclosure Statement, if any, and any other disclosure
provided or required by the Company for such purposes. The Company does not pay any
compensation, bonus, or commission for soliciting or referring potential IFRs.
13. Certain Costs and Expenses. Unless expressly agreed in writing otherwise, Company shall
not provide any travel, equipment, sales materials, or services or other items for the benefit of
IFRs or Retailer Businesses. IFRs shall, at their own expense, provide and make arrangement
for all travel, equipment, sales materials (except sales and resources expressly provided by the
Company, if any), services, and other items necessary to conduct their Retailer Businesses and
perform their duties hereunder. IFRs shall be responsible for payment of their own costs and
expenses.
14. Incorporation of Other Documents. The undersigned acknowledges that the undersigned
has read and shall comply with the Policies and Procedures, Leadership Compensation Plan, and
other similar applicable documents and instruments as published by the Company from time to
time (“Agreement”), all of which are incorporated into and made a part of this IFR Agreement.
Reference to this IFR Agreement shall include reference to the Agreement unless the context
indicates otherwise. This IFR Agreement and the Agreement specifically exclude Company
guidelines. The most current Agreement may be accessible via the IFR’s Back Office, at the
discretion of the Company.
15. E-Sign Laws. IFRs may execute this IFR Agreement pursuant to the Electronic Signatures
in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and any similar state laws
(collectively “E-Sign Laws”). Accordingly, this IFR Agreement constitutes an electronic record in
satisfaction of the provisions of 15 U.S.C. §7006(4) and the E-Sign Laws. IFRs acknowledge that
this IFR Agreement is capable of retention by the recipient at the time of receipt in satisfaction of
the E-Sign Laws. IFRs acknowledge that IFRs are able to access, print and/or store this IFR
Agreement pursuant to the E-Sign Laws.
16. Term of IFR Agreement. The initial term of this IFR Agreement shall be from the date that
this IFR Agreement is accepted by the Company until December 31 of that year, subject to earlier
cancellation hereunder. Thus, the initial term of this IFR Agreement likely may be shorter than
one (1) calendar year under most circumstances. When this IFR Agreement renews, it will renew
without lapse or interruption under the most current version or amendment of this IFR Agreement
then published by the Company and the controlling IFR Agreement between the IFRs and the
Company shall be the most currently published IFR Agreement. It is the intent of the Company
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that upon renewal hereof all IFRs be a party to the most current IFR Agreement. All IFRs will be
provided at least thirty (30) days to accept or reject the renewal of this IFR Agreement.
Accordingly, if any event or circumstance should occur so that automatic expiration on December
31 and automatic renewal on January 1 would provide less than thirty (30) days prior notice of
the new IFR Agreement, the expiration and renewal date shall be extended so that all IFRs are
provided at least thirty (30) days to accept or reject the new IFR Agreement. Thereafter, this IFR
Agreement shall expire on December 31 and automatically renew on January 1 of each
subsequent consecutive calendar year without lapse or interruption, subject to earlier cancellation
and the terms and conditions of this IFR Agreement. Notwithstanding anything herein, the
Company reserves the right to elect not to renew any IFR Agreement at any time, with or without
cause; provided that the Company provide at least thirty (30) days’ prior notice of its election not
to renew an IFR Agreement. The most current IFR Agreement will be published and made
available in the Back Office. IFRs shall read and adhere to the most current IFR Agreement, and,
if they are unable to locate the most current IFR Agreement, will request the most current IFR
Agreement in writing from the Company.
17. Voluntary Cancellation of IFR Agreement. All IFRs may voluntarily cancel this IFR
Agreement and their participation as an IFR at any time, regardless of reason. Cancellation must
be submitted online to the Company pursuant to the online processes established by the
Company or in writing to the Company at its principal business address. The written notice must
include the IFR’s signature, printed name, address, and IFR I.D. Number.
18. Default. Any of the following events shall constitute an event of default hereunder ("Event
of Default"):
a. The failure by an IFR to make full or timely payment when due of any sum as
required to be paid to the Company under this IFR Agreement or otherwise;
b. The failure by an IFR to fully or timely perform any covenant, agreement, obligation
or duty pursuant to this IFR Agreement or the Agreement, whether now existing or herein after
made;
c. The filing by an IFR of any petition, or commencement by an IFR of any
proceeding, under the Bankruptcy Act or any state insolvency law, with regard to a Retailer
Business or otherwise;
d. The making by an IFR of any general assignment for the benefit of creditors;
e. The filing by an IFR of a voluntary or involuntary application for or appointment of
a receiver with regard to a Retailer Business or otherwise;
f. The filing by an IFR of any petition, or commencement of any proceeding, under
the Bankruptcy Act or any state insolvency law, against an IFR or a Retailer Business, or the
appointment of any receiver or trustee, which petition, proceeding or appointment is not fully and
completely discharged, dismissed, or vacated within sixty (60) days;
g. The occurrence of any such petition and or application naming an IFR or Retailer
Business which then results in entry of an order for relief in any such adjudication or appointment
or remains undismissed, undischarged, or unbonded for a period of ninety (90) days;
h. The issuance of any cease or desist order or other similar order against an IFR or
Retailer Business or any of the shareholders, principals, partners, directors, officers, employees,
agents, representatives, attorneys, heirs, successors, or assigns of the foregoing by any state or
other jurisdiction;
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i. The liquidation of an IFR that is a Business Entity or of a Retailer Business;
j. The substantial cessation of a Retailer Business by an IFR for a material amount
of time;
k. The dissolution of an IFR that is a Business Entity;
l. The insolvency of an IFR as evidenced by the inability of such shareholder to meet
its ordinary obligations as they become due;
m. The sale, acquisition, merger, reorganization, or recombination of any principal,
shareholder, or partner of an IFR that is a Business Entity having substantially the same effect as
liquidation or dissolution of an IFR or IFR Business whether or not such principal, shareholder or
partner may be legally liquidated or dissolved, except as may be specifically set forth otherwise
herein; or
n. The occurrence of any other act or circumstance which could reasonably lead the
Company to feel in good faith that its interest hereunder, or any other right it may have with regard
to an IFR or Retailer Business, may be prejudiced or jeopardized.
19. Effect of Event of Default. IFRs agree that immediately upon the occurrence of any Event
of Default, whether or not an IFR receives notice of termination (written or otherwise), the IFR
shall immediately and promptly rectify all such deficiencies to the reasonable satisfaction of the
Company pursuant to the cure provisions set forth herein. Upon termination of this IFR
Agreement, after full application of all applicable cure periods, the License granted hereunder
shall immediately terminate and the Company's obligations under this IFR Agreement shall cease.
20. Cure Period. Upon written notice of an Event of Default by the Company, and subject to the
Brand Protection provisions hereof, IFRs shall have a period of thirty (30) consecutive days to
cure and rectify, to the reasonable satisfaction of the Company, any Event of Default or other
claim or assertion that any conduct or act or omission of an IFR or a Retailer Business or use of
the Marks or Intellectual Property of the Company would injure the LuLaRoe brand, the reputation
of the Company, and/or of the Marks or Intellectual Property of the Company.
21. Termination of Agreement. Upon the termination of this IFR Agreement, an IFR shall
immediately cease holding the IFR as an authorized LuLaRoe Retailer or IFR and immediately cease
all use and activities with regard to their Retailer Business and the Marks and Intellectual Property
of the Company, as set forth in this IFR Agreement and the Agreement, and the License granted
hereunder shall terminate and all interest of an IFR in and to Marks and Intellectual Property of the
Company hereunder shall immediately terminate.
22. Brand Protection. The Company may terminate this IFR Agreement (and the Agreement)
immediately upon written notice in the event any IFR misrepresents LLR Products or the
Company, or the acts of an IFR cause a negative impact on the LuLaRoe brand or the business
or reputation of the Company. Nothing in this Brand Protection provision shall act as an exemption
from mediation or arbitration for any party and the parties shall have all full rights to mediate and
arbitrate as set forth herein.
23. Compensation Payments. If any IFR is in breach, default, or violation of or under this IFR
Agreement or the Agreement at the time of cancellation of this IFR Agreement, such IFR shall,
subject to applicable law, not be entitled to receive further compensation, whether or not the sales
for such compensation have been completed. IFRs agree that the Company may deduct,
Rev.020124.001 Page 8 of 15
withhold, set-off, or charge to any form of payment IFRs have previously authorized, any amounts
any IFR may owe the Company or for which an IFR may be indebted to the Company.
The minimum amount for which the Company will issue a Leadership Compensation payment is
$25.00. If an IFR’s Leadership Compensation payment does not equal or exceed $25.00, the
Company may accrue the Leadership Compensation payments until the payment total is $25.00
or more, at which time payment will be issued in the next payment cycle without interest.
24. Form of Payments. The Company may pay any amount under the Agreement, including
Leadership Compensation payments under the Leadership Compensation Plan, utilizing any
payment method determined by the Company. Payment may be made utilizing the Automated
Clearing House (ACH) network, and IFRs shall provide such banking information, confidential or
otherwise, as may be reasonably necessary to allow the Company to accomplish payment via
ACH. All banking information provided by IFRs shall be maintained as confidential by the
Company. IFRs shall ensure that the Company has all banking information required by the
Company and shall update and keep the information current. The Company shall not be
responsible for payments that are not received by IFRs because appropriate banking information
is not provided or updated by IFRs. The Company may make payments by check or draft, at its
election, but the reasonable cost thereof may be borne by the IFR and may be deducted from the
payment amount. Notwithstanding the foregoing, the Company shall not be obligated to make any
payment by check or draft.
25. Confidentiality. IFRs acknowledge that IFRs will have access to information that is not
generally known to the public, treated as confidential and proprietary by the Company, and
reasonably protected by the Company from disclosure, including the Agreement (as defined
herein), the guidelines of the Company, samples, pre-production units, prototypes, fabrics,
descriptions, sketches, patterns, prints, art, graphics, drawings, concepts, and/or plans with
respect to existing and proposed LLR Products, wholesale pricing, minimum advertised Pricing,
sourcing, Company operations and strategies, Company marketing, Company plans, Company
practices, Company financial matters, and Company modeling, projections, and forecasts
(“Confidential Information”). Confidential Information shall also include IFR genealogy reports
and the identities of Retailer T.E.A.M.s, and Lines, but shall exclude the identities of Personally
Sponsored IFRs (as defined in the Agreement), which shall not constitute Confidential
Information. Confidential Information is subject to the further exceptions herein. Confidential
Information shall not include any information which: (i) was publicly known and made generally
available in the public domain prior to the time of disclosure by the Company to the IFR; (ii)
becomes publicly known and made generally available after disclosure by the Company to the
IFR through no action or inaction of the IFR; (iii) is already legally in the possession of the IFR at
the time of disclosure by the Company as shown by the IFR’s files and records prior to the time
of disclosure; (iv) is obtained by the IFR from a third party without a breach of such third party’s
obligations of confidentiality; or (v) is independently developed by the IFR without use of or
reference to the Company’s Confidential Information. Confidential Information is, or may be
available, to IFRs in their respective Back Offices or otherwise. Confidential Information
constitutes proprietary information and business trade secrets belonging to the Company. Such
Confidential Information is provided to IFRs in strictest confidence. IFRs may not use any
Confidential Information for any purpose other than for the conduct and operation of their Retailer
Businesses, compliance with this Agreement (including the Agreement and the License), or as
expressly permitted by the Company in writing (“Purpose”). Notwithstanding, an IFR may not
disclose the Confidential Information to any third party, including any other IFRs, unless
reasonably required to accomplish or carry out the Purpose. All IFRs receiving the Confidential
Information are subject to the confidentiality provisions of this IFR Agreement, including the
Agreement. IFRs acknowledge that the Confidential Information constitutes trade secrets of
Company within the meaning of and pursuant to the Uniform Trade Secrets Act set forth at
California Civil Code §3426, et seq., and specifically, without limitation, California Civil Code
Rev.020124.001 Page 9 of 15
§3426.1, as well as under the law of any other jurisdiction in which IFRs reside and/or conduct
business. The parties further acknowledge that this IFR Agreement and the Agreement constitute
reasonable efforts of Company to protect and maintain the secrecy and confidentiality of the
Confidential Information. The obligation of an IFR to not disclose any Confidential Information
hereunder shall survive for a period of two (2) years after the cancellation or expiration of this IFR
Agreement.
Notwithstanding the foregoing, the parties and their counsel shall be free to interview potential
witnesses and to otherwise reasonably investigate their claims and defenses, if any, pursuant to
Section 40, below, and to disclose such information concerning the parties’ dispute as is
necessary for such purpose. Nothing herein shall inhibit the formal or informal discovery of any
party.
26. Non-Circumvention. IFRs shall not, subject to the terms and conditions of this IFR
Agreement and the Agreement, directly or indirectly, contact, communicate with, solicit, or
conduct any business or enter into any transactions or associations of any economic value with
any parties identified in, derived from, or obtained by reason of the Confidential Information, or
otherwise identified or provided by the Company, without the prior written consent of Company.
IFRs shall not derive any economic benefit from any transaction between any parties identified
in, derived from, or obtained by reason of the Confidential Information or otherwise identified or
provided by the Company and any third party, without the prior written consent of the Company.
IFRs shall not use any third party intermediaries or other devices to avoid or defeat the foregoing
non-circumvention covenants.
27. Competing Programs and Products. IFRs may conduct or participate in businesses selling
or promoting non-LLR Products, but they may not conduct or participate in businesses selling
items competing with the LLR Products, which shall include clothing, garments, apparel, and all
other items similar to or competing with LLR Products sold by the Company at wholesale, now or
in the future, which are subject to the Leadership Compensation Plan. To the extent that IFRs
may sell or promote non-LLR Products, IFRs may not, except as permitted by the Company in
writing: (i) hold non-LLR Products out as LLR Products; (ii) sell or promote non-LLR Products as
sponsored or endorsed by the Company; (iii) state or imply that non-LLR Products are covered
under the LuLaRoe Happiness Policy, Limited Warranty, or any other similar program of the
Company; or (iv) sell non-LLR Products through or in any way using BLESS or any other sales or
technology system provided by the Company. Subject to the foregoing, IFRs may style non-
competing non-LLR Products together with LLR Products. IFRs shall be solely responsible for the
conduct of any business selling or promoting non-LLR Products and the Company shall not be
responsible or liable with regard to any such business or activity. The indemnification set forth in
this IFR Agreement and/or the Agreement shall include claims regarding other businesses and
non-LLR Products. During the term of the IFR Agreement, and for a period of twelve (12) calendar
months thereafter, IFRs may not sell, offer to sell, or promote any competing non-LLR Products
to any IFRs, and shall not use any Marks or Intellectual Property of the Company for such
purposes. This provision shall survive the cancellation or expiration of the IFR Agreement as set
forth herein.
28. Solicitation. During the term of this IFR Agreement, the IFR may not directly or indirectly
recruit or solicit any IFR (excluding IFRs who are Personally Sponsored, as defined in the
Agreement) in or to any other business or business program, and shall not use any Marks or
Intellectual Property of the Company for such purposes. Following the cancellation of this IFR
Agreement (including the Agreement), and for a period of twelve (12) calendar months thereafter,
the former IFR may not recruit or solicit any such IFR in or to any other business or business
program, and shall not use any Marks or Intellectual Property of the Company for such purposes.
IFRs and the Company recognize that because IFRs are independent business owners dispersed
across the entire Territory (as defined herein and in the Agreement), and Retailer Businesses are
Rev.020124.001 Page 10 of 15
commonly conducted as Social Retail via the internet which has an international reach, an effort
to narrowly limit the geographic scope of this non-solicitation provision would render it wholly
ineffective. Therefore, the IFR and the Company agree that this non-solicitation provision shall
apply to the entire United States and to all international markets, if any, in which IFRs are located
or conduct Retailer Businesses, subject to the exceptions set forth herein, if any. This provision
shall survive the cancellation or expiration of this IFR Agreement as set forth herein.
29. Third Party Beneficiaries. Nothing in this IFR Agreement, whether express or implied, is
intended to confer any rights or remedies under or by reason of this IFR Agreement on any person
other than the parties to it and their respective successors and permitted assigns, if any, except
as set forth herein. Nothing in this IFR Agreement is intended to relieve or discharge the obligation
or liability of any third person to any party to this IFR Agreement, except as set forth herein, nor
shall any provision give any third person any right of subrogation or action over or against any
party to this IFR Agreement, except as set forth herein.
30. Entire Agreement. This IFR Agreement and the Agreement constitute the entire agreement
between IFRs and the Company pertaining to the subject matter contained herein and therein
and supersede all prior and contemporaneous agreements, representations, and understandings
of the parties. To the extent that the terms or conditions of any of the Agreement incorporated into
this IFR Agreement by reference conflict with the terms or conditions of this IFR Agreement, the
terms and conditions of this IFR Agreement shall control except as to Sections 9.1, 9.2, 9.3, 9.4,
9.5, and 9.6 of the Policies and Procedures, which shall control over any conflicting terms or
conditions in this IFR Agreement. No waiver of any of the provisions of this IFR Agreement shall
be deemed, or shall constitute a waiver of any other provision, whether or not similar, nor shall
any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing
by the party making the waiver. The term “days” as used herein shall mean consecutive calendar
days unless indicated otherwise. As used herein, the word “including” may mean “including
without limitation” or “including but not limited to,” depending on the context.
31. Waiver. The Company never relinquishes its right to insist on strict compliance with this
IFR Agreement or the Agreement. Failure of the Company to exercise any right or power under
this IFR Agreement or the Agreement or to insist upon strict compliance of any portion of this IFR
Agreement or the Agreement shall not constitute a waiver of its right at any time to insist on such
compliance. The Company’s waiver of any particular matter or breach shall not impair or affect
its rights in regard to any subsequent matter or breach, nor shall it affect in any way its rights or
obligations in relation to any breach by other IFRs. No waiver shall be deemed a continuing
waiver and the Company may rescind or modify any waiver at any time with or without notice. A
waiver by the Company shall not constitute an amendment of this IFR Agreement or the
Agreement. IFRs may not rely upon any waiver and acknowledge that a waiver may be rescinded
or modified at any time with or without notice. The existence of any claim or cause of action of
an IFR against the Company shall not constitute a defense to the Company’s enforcement of any
term or provision of the Agreement or the Agreement.
32. Survival. Notwithstanding any provision in this IFR Agreement to the contrary, the obligation
of IFRs regarding confidentiality and non-circumventions and non-solicitation shall survive for so
long as the Company may, in its sole discretion, consider the Confidential Information to be
confidential. If any provision of this IFR Agreement shall, for any reason, be held unenforceable,
such provision shall be severed from this IFR Agreement, and such severed provision shall be
reformed only to the extent necessary to make it enforceable. The invalidity of such severed
provision, however, shall not affect the enforceability of any other provision herein, and the
remaining provisions shall remain in full force and effect.
Rev.020124.001 Page 11 of 15
33. Assignment. IFRs may not assign this IFR Agreement (or the Agreement) or any rights
hereunder without the prior written consent of the Company. Any attempt to transfer or assign
this IFR Agreement (or the Agreement) or any rights under this IFR Agreement without the
express written consent of the Company shall render this IFR Agreement (and the Agreement)
voidable at the option of the Company.
34. Indemnification. The Company, its parent or affiliated companies, directors, officers,
shareholders, members, managers, employees, assigns, and agents (collectively “affiliates”),
shall not be liable for, and IFRs release, indemnify, defend, and hold harmless the Company and
its affiliates from, all claims for consequential and exemplary damages for any claim or cause of
action relating to this IFR Agreement or the Agreement. IFRs further agree to release, indemnify,
defend, and hold harmless the Company and its affiliates from all liability arising from or relating
to IFRs’ promotion or operation of their Retailer Businesses and any activities related thereto and
any matters set forth herein (e.g., the presentation of LLR Products or the Leadership
Compensation Plan, the determination, collection, remittance, or reporting of sales tax, the
operation of a motor vehicle, the use of any home or facility for Pop-Up Boutiques, or other sales
activities, the lease or use of meeting or other facilities, etc.), and agree to indemnify and defend
the Company and its affiliates regarding any liability, damages, fines, penalties, or other awards
arising from any unauthorized conduct that IFRs undertake in operating Retailer Businesses or
otherwise.
35. Choice of Law and Venue. The Laws of the State of California, without reference to or
application of conflict of laws principles, shall govern such matters relating to or arising from this
IFR Agreement and the Agreement as set forth herein. Jurisdiction and venue shall reside
exclusively in Riverside County, California, or other stipulated JAMS location.
36. Consent to Jurisdiction. The parties consent to the limited jurisdiction of the California
Superior Court and the United States District Court for the Central District of California as set forth
herein, and agree that any action or proceeding between the parties related to this IFR Agreement
or the Agreement shall be brought in, and only in, the California Superior Court in Riverside
County or the United States District Court for the Central District of California, but shall be limited
to matters contesting arbitrability, or pertaining to interim relief or enforcement of arbitration
awards. Each party irrevocably submits to such limited exclusive personal jurisdiction and venue
and waives any objection based on improper venue or forum non conveniens.
37. Mediation. Prior to instituting arbitration as provided herein, the parties shall meet in good
faith and attempt to resolve any dispute arising from or relating to this IFR Agreement or the
Agreement through non-binding mediation. One individual who is mutually acceptable to the
parties shall be appointed as mediator. The mediation shall conclude within sixty (60) days from
the date on which the mediator is appointed. The mediator’s fees and costs, as well as the costs
of holding and conducting the mediation, shall be divided equally between the parties. Each party
shall pay its portion of the anticipated shared fees and costs at least ten (10) days in advance of
commencement of the mediation. Each party shall pay its own attorney’s fees, costs, and
individual expenses associated with conducting and attending the mediation. Mediation shall be
held in Riverside County, California, and shall last no more than two (2) consecutive business
days. All parties waive any right to join, participate in, or consolidate claims in mediation with
others or to make claims in mediation as a representative or as a member of a class or collective
action, unless such procedures are agreed to in writing by all parties or are otherwise required by
law. The mediator shall have no authority or jurisdiction to make a mediation determination or
otherwise suggest relief on a class, collective, or representative basis. No mediation proceeding
will be combined with another without the prior written consent of all parties to all affected
proceedings. If any portion of this class action waiver is deemed unenforceable, then that portion
will be severed with the remainder remaining in full force and effect.
Rev.020124.001 Page 12 of 15
The mediation provisions of this IFR Agreement shall apply equally to all parties, and nothing in
this IFR Agreement shall act as an exemption from mediation for any party.
38. Arbitration. If mediation is unsuccessful, any controversy or claim between the
parties, including, but not limited to claims arising out of or relating to this IFR Agreement,
or the breach hereof, shall be determined by arbitration before a single arbitrator. The
arbitration shall be filed with, and administered by, JAMS pursuant to its Streamlined Arbitration
Rules and Procedures. All claims and disputes subject or related to this IFR Agreement or the
Agreement must be arbitrated as individual claims. All parties waive any right to join,
participate in, or consolidate claims in arbitration with others or to make claims in
arbitration as a representative or as a member of a class or collective action, unless such
procedures are required by law. The arbitrator shall have no authority or jurisdiction to enter
an award or otherwise provide relief on a class, collective, or representative basis. No proceeding
will be combined with another proceeding without the prior written consent of all parties to all
affected proceedings. If any portion of this class action waiver is deemed unenforceable, then
that portion will be severed with the remainder remaining in full force and effect.
Notwithstanding the Streamlined Arbitration Rules and Procedures of JAMS, the following shall
apply to all arbitration actions:
a. The California Rules of Evidence shall apply in all cases, subject to the time limits
set forth herein;
b. The parties shall be entitled to all discovery rights permitted by the California Rules
of Civil Procedure, subject to the time limits set forth herein;
c. The arbitration hearing shall commence within six (6) months from the date on
which the arbitrator is appointed and the arbitration hearing shall be fully and finally completed in
no more than a total of six (6) business days over a period of no more than two (2) consecutive
weeks from the date of commencement of the hearing, unless the parties agree or stipulate
otherwise, and notwithstanding the governing Arbitration Rules and Procedures;
d. The parties shall be allotted equal time to present and close their respective cases,
including cross-examinations;
e. No arbitration, action, or claim shall be consolidated or combined with any other
arbitration, action, or claim, for any purpose, even where such arbitrations, actions, or claims may
contain common questions of law or fact;
f. As a part of the agreement to arbitrate, all parties will forego any right they
may have to a jury trial;
g. The parties do not waive and specifically retain a right to appeal in a court of
competent jurisdiction any determination or award of an arbitrator made in contravention of the
above class waiver, including a determination that: (i) a claim may proceed as a class, collective,
or representative action; or (ii) awards relief on a class, collective, or representative basis; and
h. Notwithstanding anything herein, the mediation, arbitration, and dispute resolution
provisions applicable to the Company hereunder shall also be applicable to, and be enforceable
by, the Company’s members, managers, directors, officers, employees, representatives,
licensors, affiliates, and agents, including LuLaRoe, LLC, and Lennon Leasing, LLC.
Rev.020124.001 Page 13 of 15
i. The arbitration provisions of this IFR Agreement shall apply equally to all parties,
and nothing in this IFR Agreement shall act as an exemption from arbitration for any party.
39. Location of Arbitration. Except as provided below for Louisiana residents, all arbitration
proceedings shall be held in Riverside County, California, unless the parties agree or stipulate
otherwise. There shall be one arbitrator selected from the panel that JAMS provides. Each party
to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal
and filing fees, subject to applicable Law. The decision of the arbitrator shall be final and binding
on the parties except as otherwise set forth herein, and may, if necessary, be reduced to a
judgment in any court of competent jurisdiction. This agreement to arbitrate shall survive the
termination, cancellation, or expiration of the Agreement. Notwithstanding the foregoing, nothing
in this IFR Agreement or the Agreement shall prevent any party from applying to and obtaining
provisional relief from any court having jurisdiction, including writs of attachment, temporary
injunctions, and/or preliminary injunctions.
40. Confidentiality of Mediation and Arbitration. The parties, the mediator, the arbitrator, the
arbitration administrator, JAMS, and all related persons and entities shall maintain the
confidentiality of the entire mediation and arbitration process and shall not disclose to any person
not directly involved in the mediation or arbitration process, and shall not verbally or in writing,
discuss, publish, or otherwise disseminate, including disclosure on the internet or on any social
media or blogging platform, prior to, during, or after the arbitration proceedings, any of the
following:
a. The substance of, or basis for, the controversy, dispute, or claim;
b. The content of any pleadings, testimony, or other evidence presented at a
mediation or arbitration hearing or obtained through discovery in arbitration;
c. The terms or amount of any mediation results or arbitration award; or
d. The findings of a mediator or the rulings of the arbitrator on the procedural and/or
substantive issues involved in the case.
Notwithstanding the foregoing, the parties and their counsel shall be free to interview potential
witnesses and to otherwise reasonably investigate their claims and defenses and to disclose
such information concerning the parties’ dispute as is necessary for such purpose. Nothing
herein shall inhibit the formal or informal discovery of any party.
41. Time Limitation. If any party desires to bring an action against the any other party hereunder
for any act or omission relating to or arising from this IFR Agreement or the Agreement, such
action must be brought within one (1) year from the date of the alleged conduct giving rise to the
cause of action, or the shortest time permissible under state law. Failure to bring such action
within such time shall bar all claims against the parties for such act or omission.
42. Attorneys’ Fees and Costs. Nothing in this IFR Agreement or the Agreement shall act as or
be construed to be a waiver of attorneys’ fees or costs where any party would otherwise have a
statutory right to recover attorneys’ fees or costs.
43. Louisiana Residents. Notwithstanding the foregoing, any mediation or arbitration
proceeding between the Company and a Louisiana resident IFR shall be held in Baton Rouge,
Louisiana, and shall be governed by Louisiana law.
44. Louisiana, Massachusetts, and Wyoming Residents. Should a resident of Louisiana,
Massachusetts or Wyoming cancel this IFR Agreement (including the Agreement), the Company
Rev.020124.001 Page 14 of 15
will refund ninety percent (90%) of any administrative fees incurred by such IFR during the current
year upon receipt of written request for the same.
45. Maryland Residents. Should a resident of Maryland cancel this IFR Agreement (including
the Agreement) for any reason within three (3) months after the date of receipt of goods or
services first ordered, upon cancellation the Company will repurchase the goods and the
repurchase price shall be at least ninety percent (90%) of the original price paid by the participant.
46. Montana Residents. A Montana resident may cancel this IFR Agreement (including the
Agreement) within fifteen (15) days from the Effective Date, and may return their initial order for
a full refund.
47. Puerto Rico Residents. A resident of Puerto Rico may cancel this IFR Agreement (including
the Agreement) at any time within ninety (90) days from the Effective Date, or at any time upon
showing the Company’s noncompliance with any of the essential obligations of this IFR
Agreement (including the Agreement) or any act or omission by the Company adversely affecting
the interests of the IFR in development of the market of the of the LLR Products or services. Such
cancellation must be sent to the Company in writing and sent via registered mail. If an IFR cancels
under these conditions, the Company shall: (i) reacquire the total of the LLR Products that the
IFR purchased from the Company which are in the IFR’s possession and in good condition at a
price of not less than ninety percent (90%) of their original net cost; (ii) return to such IFR not less
than ninety percent (90%) of the original net cost of any services that the IFR acquired from the
Company; (iii) return ninety percent (90%) of any sum paid by such IFR for the purpose of
participating in the business.
48. Washington Residents. The following provisions shall pertain to IFRs who are residents of
the State of Washington, notwithstanding any other provisions in this IFR Agreement or the
a. A Washington IFR who voluntarily cancels their IFR Agreement within forty-five
(45) days of the date of their enrollment may return their entire initial inventory of LLR Products
for a full refund and the Company shall pay for any shipping costs associated with such return;
b. The Company shall repurchase, at the request of a Washington IFR, all currently
marketable inventory of LLR Products within 1 (one) year of the date of its purchase from the
Company, and the refund shall not be less than ninety percent (90%) of the original net cost, less
any consideration received by the Washington IFR when the Washington IFR purchased the LLR
Products being returned. LLR Products shall not be considered currently marketable if returned
for repurchase after the commercially reasonable usable or shelf life of the LLR Products has
passed, or if it has been clearly disclosed to the Washington IFR buyer that the LLR Products are
seasonal, discontinued, or special promotion items that are not subject to repurchase;
c. If the Company determines an LLR Product is ineligible for a refund, the Company
shall return the LLR Product to the Washington IFR at the Washington IFR’s request and pay for
any associated shipping costs;
d. Beginning in January 2021, the Company shall not deduct from any refund amount
retail sales made by a Washington IFR;
e. The Company shall not deduct from any refund amount compensation paid by the
Company to a Washington IFR, unless such compensation was received by a Washington IFR
when the Washington IFR bought the LLR Products being returned; and
Rev.020124.001 Page 15 of 15
f. Prior to the completion of a purchase of LLR Product by a Washington IFR from
the Company, for any purchase that involves seasonal, discontinued, special promotion products,
or any other LLR Product not subject to the Return on Cancellation of Business Policy, the
Company shall disclose that the purchase involves LLR Products not subject to repurchase and
a Washington IFR must acknowledge the disclosure in order to continue with the purchasing
process.
49. Use of Name and Likeness. IFRs hereby grant to the Company an irrevocable royalty-free
license to use their name, photograph, likeness, personal story, testimonial, and/or Retailer
Business history or information in advertising and promotional materials and waive all claims for
remuneration for such use. IFRs waive any right to inspect or approve the same prior to
publication by Company.
50. Words, Phrases, and Terms. The words, phrases, and terms used herein shall have the
meaning(s) set forth or defined herein. If the words, phrases, and terms used herein are not
defined herein, they shall have the meaning(s) set forth or defined in the Agreement.
