Retail Lab Terms of Reference

THIS LEGAL AGREEMENT BETWEEN YOU AND PERFUMARIE INC. GOVERNS YOUR USE OF OUR PRODUCT, SOFTWARE, AGENCY SERVICES, AND WEBSITES (COLLECTIVELY REFERRED TO AS THE “SERVICE”). YOU MUST READ AND UNDERSTAND THE FOLLOWING TERMS. BY USING USING THIS SITE, PRODUCT, OR ANY OF OUR SERVICES, YOU ARE ACCEPTING OUR TERMS AND CONDITIONS AS DESCRIBED BELOW IN FULL.

In these Terms and Conditions, the following definitions shall apply to Ignition Campaign, Incubation Studies, pop-up retail events, and corresponding retail lab services, digital services or exhibits:

• “Contract” shall mean the contract established between the Client and the Perfumarie upon the Exhibitor accepting the Organizers' offer to participate in the Exhibition under these Terms and Conditions.
• “Exhibition” is synonymous with "Co-Retail Exhibitions", "Retail Lab Activations", "Ignition Campaigns", Influencers Campaigns, PR Campaigns, Workshops, or Pop-Up Events.
• “Exhibition space” shall mean any space licensed to the exhibitor by Perfumarie, Inc. for the purpose of the exhibition, sampling, or research under these terms and conditions.
• “Exhibitor” shall include the person 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.
• “Fees” shall mean the amount payable for the use of the Exhibition Space, "Brand Management Fee", or "Membership Due".
• “Perfumarie” refers to all affiliate locations for exhibition or events produced by Perfumarie, Inc.
• “Organizers” or "Agency" shall mean Perfumarie, Inc.
• “Management” shall mean the owner/proprietor/operator/manager of Perfumarie, Inc. 
• "Incubation Campaigns"Incubation Campaigns are included in Perfumarie's professional membership plans. Membership Due include sampling programs and signature marketing and research services by Perfumarie. Subject to the exhibitor's objectives and the scope of our contract, each campaign may or may not include a special event or a designated exhibitor space. 

THE RULES AND REGULATIONS / The Exhibitor 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 Exhibitor reference, but this shall not, under any circumstances, be construed as limiting the obligations of the Exhibitor to observe and comply with all applicable rules and regulations of Perfumarie. 
 
APPLICATION FOR PARTICIPATION / All applications for participation shall be made on this prescribed Membership Application Form. 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 Exhibitor or Member only. The Exhibitor 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 Exhibitor 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 Exhibitor is not allowed to give out, even in part, or exchange their space 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 Exhibitor, 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 Exhibitor 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 for any special configurations 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 products 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 Exhibitor. 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 Exhibitor 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 Exhibitor’s expense.  

TERMS OF PAYMENT / Unless your reservation is booked through an approved third-party partner, the following terms apply:

• Due to the time-sensitive nature of our collective work, reservations are confirmed only with pre-payment in full by approved Members, from which your space assignment would be honored. This fee is non-refundable.
• Each cycles begins from the 1st day and ends at the last day of the month.
• 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 exhibitors or dues that arrive more than 5 days late from Exhibitor's cycle's contractual start date.
• For reduced cost placement offers, an Exhibitor is invited to consign their inventory with us, Perfumarie shall receive 50% of sales per item as their Agency fee for administration, staffing and to offset the cost of the designated space. Please review Perfumarie's terms of consignment here.
• Late fees, damages, chargebacks, courier and storage fees are automatically assessed by Management and will be itemized on each invoice or account statement.

TO MEMBERS [BRANDS] /

How Our Perfumarie Membership Plan Works

• Members of Perfumarie can plug and play into retail with Perfumarie's Membership Plan, which hosts your brand at one of our brick and mortar retail spaces starting at just $6,000 a month (a $3,000 savings).
• Your membership is $6,000/mo & billed on the 1st of the month separately from your added agency costs. Without the Launchpad membership, our plan starts at $6,000/mo, so you're saving $3,000 per month on turnkey retail, research, management advisory, and brand management services.
• If you do not wish to continue your Membership, you can cancel your plan with a 30-day written notice by email to concierge@perfumarie.com. 
• If you cancel your membership before six months, you will be charged the difference of the full price, reduced by any discounted amount you already paid for agency services. For example, canceled after 3 months instead of 6 months. You would have saved $9,000 or paid $36,000. $9,000 would be due at the time of the premature cancellation of your account.
• When applicable, settlements for products sales would begin after the 15th of each completed month. Members shall receive a sales report in the form of an itemized Credit Memo from Perfumarie's brand team as our statement. Sales may be accounted for against new dues when applicable for INTERNATIONAL COMPANIES ONLY upon request. Please allow up to 60 days for settlements.
• A W9 must be on file for each Exhibitor/Member/Brand. This must be on file prior to receiving a check from us. Please download it here if you require a copy from the IRS.
• Perfumarie must have an itemized invoice against each sales report for payment. Invoices and all billing inquiries should be emailed to finance@perfumarie.com. Accounts payable will only respond to inquiries by email.
• Settlements for sales are issued on Fridays, once a month. 
• Domestic payments will be issued by check; International payments are transferred via Paypal or Veem. Clients must include full account information on each invoice and a credit memo number, when applicable, for processing. Transfer or processing fees, when applicable, will be billed back to the Exhibitor.

CODE OF CONDUCT / 

• During the license period, each Member can use its assigned space as a showroom for pop-up activations and appointments upon request.
• The Exhibitor 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.
• Exhibitors 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 Exhibitor may alter or in any way affect the structure or fixtures of Perfumarie’s Discovery Studio.
• Exhibitors will pay the cost of making good any damage caused by themselves and/or their employees, servants, agents, contractors, subcontractors and all other representatives.

EXIT OR TERMINATION / The Organizers and Exhibitor may terminate this Contract by written notice 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 Exhibitor in accordance with Terms of Payment, above.
• 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.
• The Organizers require written cancellation notice as per the Exhibitor's Membership Level, Brand Management Contract, or Campaign. Otherwise a cancellation fee of $3,000 will apply.
• Upon termination of this Contract by the Organizers, all of the Exhibitor’s property should be removed by the Exhibitor from the Exhibition Space immediately. 
• All exits must be scheduled in writing by email to brands@perfumarie.com. All property must be cleared by the Exhibitor or the Organizers shall invoice the Exhibitor’s for any labor or expense against sales from the Exhibition.
• The Organizers reserve the right to exercise a general lien over any property of the Exhibitor 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 Exhibitor to the Organizers in connection with the Exhibition.

COMPLIANCE WITH LOCAL LEGISLATION / Any Exhibitor 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 Exhibitor submits to the non-exclusive jurisdiction of the New York courts for all purposes relating to this Contract or the Exhibition.
 
COUNTERFEIT GOODS / Counterfeit goods will not be allowed and Perfumarie has the right without recourse to physically remove the items immediately. Perfumarie reserves the right to request for SAFETY DATA SHEETS from all Exhibitors.
 
DISCIPLINARY MEASURES / Should the Exhibitor not respect the present general conditions and in particular referring to the transgression of sound emission or conformity of brand and product counterfeit, the Organizers reserve the right to close up nonconforming events during the Exhibition. In this case, the Exhibitor takes explicit note by signing the Application Form that no kind of reimbursement is due by Perfumarie, Inc. The Exhibitor will not have any financial claim against Perfumarie, Inc. 

SECURITY /

• Perfumarie, Inc. shall take all reasonable security precautions in the interests of the Exhibitors 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 retail labs. 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 Exhibitor, employees of the Exhibitor 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 Exhibitor 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 Exhibitor, employees, or agents of the Exhibitor or Perfumarie, Inc., or otherwise,
• Exhibitors must affect liability insurance naming the Perfumarie, Inc. as an assured, to cover such contingencies.

GENERAL NOTES /

• All sampling campaigns and exhibits will undergo daily inspection.
• The exhibitor 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.
• Demonstrations or activity that results in excess obstruction of traffic flow is strictly prohibited.   

AMENDMENTS / Only Perfumarie, Inc. 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 exhibitor that Perfumarie, Inc. reserves the rights enumerated below without incurring any liability to the exhibitor or releasing the exhibitor from any of its covenants and obligations:

• to allocate exhibit space
• to change the hours 
• to change, at any time prior to the scheduled opening date of the exhibit, the dates of the event, the floor plan, and location
• 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.  

Last Update -- June 1st, 2022.