1.01 POLICIES INCORPORATED INTO AGREEMENT

These Policies and Procedures (“P&Ps”), and the Terms and Conditions, Compensation Plan, and Incentive Booklet referenced herein, are incorporated into Magnolia Home Design, LLC’s (“Magnolia” or “Company”) Creator Agreement the (“Agreement”) between a Creator and Magnolia.  It is the responsibility of each Creator to read, understand, and abide by these P&Ps, and each Creator is responsible for ensuring that they are aware of and compliant with the most current version of these P&Ps.

1.02 PURPOSE OF AGREEMENT

This Agreement aims to define the relationship between Magnolia and its Creators, set standards for Creator conduct, and help Creators establish and grow their businesses.

A Creator uses his/her best effort to promote and sell Magnolia’s products and services to consumers pursuant to the Agreement.  In doing so, a Creator will maintain high standards of honesty, integrity, and business ethics when dealing with Consumers, Magnolia, or other Magnolia Creators.

Failure to comply with any provision of the Agreement may result in the loss of a Creator’s right to receive commissions, as well as other remedies as outlined herein, including but not limited to termination.

1.03 AMENDMENTS/ACCEPTANCE

Magnolia reserves its right to modify and/or amend the Agreement, including by modifying and/or amending these P&Ps.  Changes shall become binding and effective, and a Creator shall be deemed to have reviewed and accepted all changes, the earlier of: (1) thirty (30) days following Magnolia’s publication of the changes on www.magnoliadesignco.com; or (2) immediately following a Creator’s product purchase or acceptance of any commission or other payment from Magnolia, following the publication of changes on the company website: www.magnoliadesignco.com and in the Creator personal back office http://backoffice.magnoliadesignco.com.

Notwithstanding the above, Magnolia reserves the right to unilaterally change product prices, including shipping and other fees, without prior notice.

SECTION TWO: BECOMING A CREATOR

2.01 APPLICATION AND REQUIREMENTS

To become a Creator, an applicant must complete and return the Application to Magnolia’s Home Office electronically or by mail and:

(a)   be at least 18 years of age and maintain a United States physical address;

(b) read and agree to the Agreement, including the P&Ps and the Compensation Plan;

(c)   have a valid U.S. Taxpayer Identification Number (individuals) or Employer Identification Number (entities);

(d)   pay the initial fee of $69 or $99 for a Creator Enrollment Kit or any other specialty Creator Enrollment Kit, unless waived; and

(e)   upon request, at any time before or after becoming a Creator, provide proof of residency and/or proof of ability to legally conduct business in the applicant or Creator’s country of residency.

If Magnolia determines that it received and/or granted an Application containing inaccurate or false information, Magnolia may immediately reject the Application, terminate the Creator, and/or declare the Agreement null and void from its inception.

Magnolia reserves the right to decline any Application at its sole discretion. 

2.02 CREATORS’ OBLIGATIONS & BENEFITS

Creators are authorized to sell Magnolia products and services and to participate in the company’s Compensation Plan.  Creators may also sponsor new Creators pursuant to Section Four of these P&Ps.

Corporations, partnerships, limited liability companies, and other business organizations or trusts may become Creators when enrolled with a federal ID number.

(a) LEGAL AGE/NAME/IDENTIFICATION

(i)    Non-entity Creators must be of legal age in any state/province/country of their residence (usually 18).

(ii) Creators must use a Social Security Number, Tax ID Number, or a Magnolia-assigned number on all orders and correspondence with Magnolia.

(iii) A person or entity may not apply or serve as a Creator using a fictitious or assumed name.

(b)   AUTOMATIC PAYMENT

All Creators are required to pay and stay current with their replicated website fee (auto-ship) of $10.99, which is automatically renewed each month following enrollment. The first month is free, and $10.99 a month will be charged to their credit or debit card maintained on file with Magnolia Design Co. This fee is not optional.  The Creator may adjust their automatic payment information in the Back Office.  Cancellation requests will be effective in the calendar month in which Magnolia receives written notice to the following email address:  support@magnolia-designco.com.  Failure to maintain the Auto-ship will result in the Creator’s account status changing to “paused,” a time in which the Creator loses immediate access and will result in the Creator 1) not getting any prorated refund for the rest of the month; 2) not being charged whenever the next auto-renew occurs; and 3) lose immediate access to back office and replicated website. No credits or refunds will be given without a cancelation email.

(c)   OUTSTANDING PAYMENT

Creators must work with Customer Support to become current with any outstanding payments. If a Creator’s Auto-ship is declined for two consecutive calendar months, the Creator’s Agreement will be canceled, and a cancellation email will be sent notifying the Creator of the cancellation. Following cancellation, the Creator’s Team and Customers will be inherited by the Creator’s upline. The Creator account will convert back to a customer account.

Creators will have a one-time option to reinstate their account within 30 days of cancellation by sending an email to support@magnolia-designco.com. The $10.99 replicated website fee must be paid and brought current at the time of reinstatement. The Creator’s Team and Customers are not recaptured.  

Creators may re-enroll following cancellation as follows:

• Within 30 days of cancellation, reenroll with no fee under their original sponsor. *
• 31-90 days, re-enroll for $19 under their original sponsor. *
• 91-179 days, re-enroll for $39 under a sponsor of their choosing. *
• After 180 days, re-enroll with the current Creator Kit, under a sponsor of their choosing. *

The acceptance of any reapplication of a terminated or canceled Creator or the application of any family member of a terminated Creator and the time frame, if allowed to return, shall be at the sole discretion of Magnolia and can be denied. *Final decisions, including any decision to deviate from the above-described waiting periods, will be at Magnolia’s sole discretion.

(d)  LEGAL COMPLIANCE

Creators must comply with all federal, state and local statutes, regulations and ordinances concerning the operation of their business, including but not limited to:

(i)    Creators are responsible for their own managerial decisions and expenditures, including all estimated income and self-employment taxes.

(ii)   Creators must adhere to any country, state, or local laws or regulations pertaining to consumers’ cancellation rights.  In the United States, Creators must adhere to the federal “cooling-off” rule, codified as Title 16 CFR Part 429.

(iii)  Creators must comply with all anti-corruption laws, including the Foreign Corrupt Practices Act (“FCPA”), which prohibits making a payment or gift, directly or indirectly, with the purpose of influencing the acts or decisions of foreign officials.

2.03 TERM

Subject to the cancellation and termination provisions herein, the Agreement shall begin on the date the Application is accepted by Magnolia and extends indefinitely until the Creator cancels their membership or is otherwise terminated by Magnolia.

2.04 FICTITIOUS OR ASSUMED NAMES

A person or entity may not apply as a Creator using a fictitious or assumed name.

2.05 NO EXCLUSIVE TERRITORIES

No Creator shall be granted a franchise or exclusive territory for sales or sponsoring purposes.  No geographical limitations exist on sponsoring or selling within the United States.  However, Magnolia reserves the right to refuse to sell products, provide services, or contract with Creators in specified states/provinces within the United States.

SECTION THREE: OPERATIONS

3.01 GENERAL ETHICS

Creators agree that they will conduct their operations professionally, ethically, and considerately.  Among other things, a Creator operating in compliance with this provision will, at all times, conduct their business honorably and honestly, including when making representations to potential customers, employees, or partners relating to Magnolia products or compensation, such as by:

(a)   explaining to all prospective customers and/or partners who you are, why you are contacting them, and information about the product and/or opportunity that you are presenting;

(b)   not making false or misleading claims about the benefits of using Magnolia products;

(c)   not making false or misleading claims about the Magnolia compensation structure or benefits plans;

(d)   encouraging partners not to incur debt in order to participate in the business; and

(e)   explaining to customers and/or partners how to return products, cancel orders, and/or amend the status of their association with Magnolia.

3.02 INDEPENDENT CONTRACTOR STATUS

Creators are Independent Contractors responsible for determining their own activities and are not franchisees, joint ventures, partners, employees, or agents of Magnolia and shall not be treated as such for any Magnolia purpose and are prohibited from stating or implying otherwise, whether orally or in writing.  Creators have no authority to bind Magnolia to any obligation.  Magnolia is not responsible for payment or co-payment of any employee benefits.  Creators set their own goals, hours, and method of conducting their businesses, including payment of all applicable taxes, subject to their Agreement, the P&Ps, and any other applicable laws in any jurisdiction in which a Creator does business.  Creators understand that they are not entitled to worker’s compensation or unemployment security benefits of any kind from Magnolia.

3.03 TAXATION

As Independent Contractors, Creators will not be treated as franchisees, owners, employees, or agents of Magnolia for federal or state tax purposes, including, with respect to the Internal Revenue Code, Social Security Act, Federal Unemployment Tax Act, state unemployment acts, or any other federal, state, or local statute, ordinance, rule, or regulation.  At the end of each calendar year, Magnolia will issue to each Creator who earns over $600 an IRS Form 1099, as required by law, or other applicable documentation for non-employee compensation as a Creator.

Magnolia may collect sales tax on taxable items.  Creators may be responsible to collect and remit sales tax on personal retail sales to the appropriate tax agencies.

3.04 NON-DISPARAGEMENT

Creators agree that they will not make any false, misleading, unfair, inaccurate, or otherwise disparaging remarks, claims, comparisons, or statements regarding: Magnolia; Magnolia owners or employees; Magnolia products, services, or compensation; other Creators; other companies, including competitors, including regarding their products, services, compensation plans, or commercial activities.

3.05 NON-HARASSMENT

Creators shall operate their businesses in a manner free of threats, intimidation, harassment, and/or abuse, and no such conduct will be tolerated, including but not limited to harassment based on race, religion, gender or gender identity, sexual orientation or identity, or physical or mental disability.

3.06 RETAIL PRICING

Magnolia provides a retail price as a pricing guideline. Creators may not sell new or current Magnolia products Magnolia’s online retail pricing or Magnolia’s online items below Magnolia’s online retail pricing in public social media groups or pages or on third-party sites. Current products are defined as items currently being sold on the Magnolia Design Co. website.

3.07 SOCIAL MEDIA

Creators may not place their personal replicated website links or other URL’s that would take viewers away from any official Magnolia platforms, pages, or groups. This includes, but is not limited to, Facebook (Meta), Instagram, Pinterest, and TikTok. 

Magnolia Business-related matters and questions should not be posted on any of Magnolia’s Social Media platforms, pages, or groups. All business-related issues should be directed to support@magnolia-designco.com or compliance@magnolia-desingco.com.

 Magnolia reserves the right to remove any messages posted on any official Company Social Media pages or groups as determined at its sole discretion.

Creators may not post information soliciting the public to their individual Creator positions, offer Product insights or customer service to the general public, nor post information reviewing, offering for sale, or otherwise promoting or endorsing any non-Magnolia product, brand, or service on any Magnolia’s Social Media groups or pages.

All Magnolia official social media platforms, groups, and pages restrict Creators from soliciting other potential Creators, nor should they post specific or potentially sensitive information about their own, or other Creators’, commissions, Team activity, potential policy violations, or content which is not relevant to the members of the entire group. Specific questions or concerns should be sent to support@magnolia-designco.com or compliance@magnolia-desingco.com.

Creators may not advertise or promote their business or Magnolia’s business, products, or marketing plan or use Magnolia’s name in any electronic media or transmission, including on the Internet via websites or otherwise, without the prior written approval of Magnolia. Blogs and social media posting are permitted.

Creators are encouraged to join Magnolia’s social media platforms, pages, and groups, which can be found in the Start-Up Guide for building, support, training, etc. Magnolia manages many groups for its Creators and reserves the right to remove any Creator’s post or Creator from any group at any time, particularly if the Creator’s post or Creator is considered to be exhibiting inappropriate behavior or language or is noncompliant with one of Magnolia’s policies.

3.08 – CREATOR/INVETNORY ORDER SHIPPING ADDRESS

Any Products a Creator orders via the Creator Office must ship to that Creator’s address on record. Creators may not ship Inventory Orders direct to Customers, hostesses, other Creators, or any friend, family member, or other individual. Doing so may void any volume associated with the order, as well as the order itself.

3.09 – CREATOR/INVENTORY ORDERING AND APPROPRIATE CREDIT CARD USE.

Creators agree to not allow other Creators or Customers to use their credit card or permit debits to their checking accounts to Enroll or to make purchases from the Company. Only the Creator’s credit card (personal or household) may be used to purchase Product orders in the Creator Office. Personal Volume (PV) for Product orders by a Creator using any other credit card (including cards of other Creators, Customers, family, or friends) is subject to be removed from the Creator’s monthly PV totals at Magnolia’s discretion and the order canceled.

3.10 – PERSONAL USE VS. RESELLING

Creators are permitted to order inventory Products from Magnolia Design Co. for the purpose of reselling said Products to Customers at retail price (or via other pricing/promotion plans that follow the Personal Promotions). Creators may also purchase Products intended for “personal use,” which can include individual consumption of Products for creating artwork for the Creator’s individual homes, offices, gifts, etc. The Creators are responsible for contacting their local and state offices regarding sales tax collection. 

3.11 – BONUS BUYING

Bonus Buying is strictly prohibited. Bonus Buying includes any mechanism or artifice to qualify for Title advancement, incentives, prizes, commissions, or bonuses that are not driven by bona fide Product purchases by end-user consumers of the selling Creator. Bonus Buying includes, but is not limited to, purchasing Products through a straw man, other artifice or personally purchasing products that are not re-sold, in reasonable amounts, to end-user customers. Any other use of a different credit card on a Creator’s account may be construed as potential Bonus Buying, Title manipulation, or Passive Stacking activity, and said orders/purchases will be voided from the Creator’s account, as well as any bonuses, Titles, or recognition that may have been due as part of said orders. Magnolia Design Co. may, at any time, request copies of individual customer receipts to verify the validity of end-customer purchases. If receipts for a reasonable percentage of Creator Office for-resale purchases are not, or cannot be provided, the selling Creator will be considered in breach of policy and may result in the suspension of a Creator’s account or the termination of this agreement. Any Creator who manipulates orders of a downline Team member or Customer for the purpose of Title advancement, incentive qualification/points, recognition, or commissions increases is considered in violation of the Policies, having breached the Agreement, and is subject to immediate Cancelation as a Creator. Creators may not entice, request, encourage, or require another Creator or Customer to order Products and then “reimburse” the order under any circumstances. Doing so may be construed as potential Bonus Buying, Title manipulation, or Passive Stacking activity, and said orders/purchases will be voided from Creator’s account, as well as any bonuses, Titles, or recognition that may have been due as part of said orders. The practice of “De-Stashing” may also be considered a form of Bonus Buying and occurs when a Creator has significant Product on hand and attempts to sell large quantities to other Creators or Customers, typically after intentionally purchasing said Product for Title, recognition, commission or other incentive qualification. De-Stashing is prohibited, regardless of the price offered. Creators may not intentionally buy Product with the intention of charging a premium price to other Creators or Customers after the Product retires.

3.12 – EXCESS INVENTORY

Creators must never purchase more Products than they can reasonably use or sell to Customers in a month and must not influence or attempt to influence any other Creator to buy more Products than they can reasonably use or sell to Customers in a month.

SECTION FOUR: SPONSORSHIP

4.01 SPONSORING

Creators may “Sponsor” other Creators into Magnolia only if a Creator is in good standing with Magnolia and accepts all of the responsibilities associated with sponsorship.  Sponsors must ensure that each potential new Creator has access to and has reviewed the current P&Ps, Compensation Plan, and other documents referenced herein and/or incorporated into the Agreement prior to or when giving the individual an Agreement.  Sponsors must also ensure that a potential new Creator is not already subject to another company’s non-compete clause or other employment restrictive covenant preventing their association with Magnolia.

4.02 LEADERSHIP/SPONSORING REQUIREMENT

In addition to making their $10.99 auto-ship payment, a Creator must maintain an ongoing professional leadership association with Creators in their organization and must fulfill the obligation of performing a bona fide supervisory or sales function in the sale or delivery of products and services, including but not limited to:

(a)   providing regular sales and organizational training and guidance to Sponsored Creators, including relating to compliance with the terms and conditions of the Agreement and P&Ps and local laws and regulations;

(b)   maintaining contact with all Sponsored Creators, and being available to address Sponsored Creator questions; and

(c)   assisting in dispute resolution between Customers and Sponsored Creators.

Creators who have reached the rank of Trailblazer or above may not directly or indirectly represent, promote, or be an affiliate of any home décor or crafting supply products (as determined by Magnolia) directly competing with Magnolia Products. Examples of competing products include, but are not limited to, Chalk Couture, A Maker’s Studio, Ikonart, Essential Stencil, and other similar companies.

Trailblazers acknowledge that engagement in such activity would cause harm to Magnolia in an amount that is difficult to quantify and would be a breach of the Agreement.  Creators must cease any such activity within 7 days of receipt of notice to return to compliance with the policy. Magnolia reserves the right to cancel any Creator account immediately if the Creator does not comply with this policy.

4.03 INCOME CLAIMS FOR RECRUITMENT

Creators must truthfully and fairly describe the Compensation Plan at all times.  No past, potential, or otherwise speculative income claims may be made to entice prospective Creators, nor may Creators represent their own incomes as indications of the success assured to others.  Commission checks may not be used as marketing materials.  Creators may not guarantee commissions or estimate expenses to prospects.

4.04 TRANSFER OF SPONSORSHIP

Network marketing is a business of relationships.  Once a Creator is paired with a Sponsor, Magnolia believes in maximum protection of that relationship.  A change in sponsorship will be permitted only upon mutual agreement of all parties involved and is approved at the sole discretion of Magnolia.  Requests for sponsorship changes must be submitted by email to support@magnolia-designco.com, and the reason for the requested change must be described.  If a change is permitted, all members of the Creator’s team requesting the move will remain with the original sponsor. The Creator’s customers will not move and remain with their original sponsor.

4.05 TRANSFER OF SPONSORSHIP BY CANCELLATION/REAPPLICATION

In the event that a request to transfer sponsorship is not approved, a Creator can voluntarily cancel their account with Magnolia, observe the required period of inactivity, and reapply to Magnolia under the desired Sponsor.  The period of inactivity requires that any Creator utilizing this method of sponsorship transfer remain inactive (i.e., no product purchases, no sales, no sponsoring, and no income created from Magnolia) for three (3) full calendar months after cancellation.  Following the completion of the 180-day “cool down” period, a Creator may rejoin under a new Sponsor.  However, the Creator’s former team and customers will remain with their former Sponsor.  Any titles, achievements, and ranks will be reset. All final decisions regarding sponsorship transfers and periods of inactivity required in connection therewith, shall be at the sole discretion of Magnolia. Magnolia shall be permitted to use its discretion to waive any required waiting period preceding a transfer.

4.06 ACCIDENTAL SPONSORSHIP PLACEMENT

In the case of an accidental sponsorship placement, the original Sponsor and the new Creator must contact Magnolia at support@magnolia-designco.com within 7 days of the enrollment within the same month to remedy the error and transfer the Creator to the correct Sponsor. This remedy may be exercised only once, and all final decisions on transfers shall be at the sole discretion of Magnolia and can be denied.

SECTION FIVE: RESIGNATION/TERMINATION

5.01 VOLUNTARY RESIGNATION

A Creator may voluntarily terminate his or her Agreement and Creator status by emailing support@magnolia-designco.com requesting resignation or termination to Magnolia.  Voluntary resignation is effective upon a confirmation email receipt to the Creator of such notice by Magnolia Home Design, LLC.

5.02 SUSPENSION

A Creator may be suspended for violating the terms of his or her Agreement, which includes these P&Ps, the Terms and Conditions, and the Compensation Plan.  When a decision is made to suspend a Creator, Magnolia will inform the Creator in writing that the suspension has occurred effective as of the date of the written notification, the reason for the suspension, the length of the suspension (if determined), and the steps necessary to end such suspension (if any).  The suspension notice will be sent to the Creator’s email address on file in their Creator’s profile.  If a Creator wishes to appeal a suspension, Magnolia must receive such appeal in writing within fifteen (15) days from the date of the suspension notice sent to compliance@magnolia-designco.com.  Magnolia will review and consider the suspension and notify the Creator of its decision in writing within thirty (30) days from the date of its receipt of the appeal.  Magnolia’s decision following any appeal shall be considered final.

Magnolia may take specific actions during the period in which a Creator is suspended, including but not limited to:
a) Prohibiting a suspended Creator from holding himself or herself as a Creator or from using any of Magnolia’s proprietary marks and/or materials;
b) Withholding commissions and bonuses from a suspended Creator;
c) Prohibiting a suspended Creator from purchasing Magnolia services and products; and/or d) Prohibiting a suspended Creator from sponsoring new Creators, contacting current Creators, or attending meetings of Creators.

If Magnolia, at its sole discretion, determines that a violation previously resulting in a suspension is continuing and/or has not satisfactorily been resolved or a new violation involving a suspended Creator has occurred, the suspended Creator may be terminated.

5.03 TERMINATION

Creators may be immediately terminated for violating the terms of their Agreement, which includes these P&Ps, Terms and Conditions, and the Compensation Plan upon written notice.  Magnolia may terminate a violating Creator without first placing the Creator on suspension.  When the decision is made to terminate a Creator, Magnolia will inform the Creator in writing at the email address on file, found in the Creator’s profile, if any, that the termination has occurred.

5.04 APPEAL

If a Creator wishes to appeal for his or her termination, Magnolia must receive the appeal in writing within fifteen (15) days from the date of notice of termination sent to compliance@magnolia-designco.com. If no appeal is received within the fifteen (15) day period, the termination will be deemed final.  If a Creator files a timely notice of appeal, Magnolia will review the appeal and notify the Creator of its decision within ten (10) days after receipt of the appeal.  Magnolia’s decision will be final and subject to no further review.  In the event the termination is not rescinded, the termination will remain effective as of the date stated in the original termination notice.

5.05 EFFECT OF TERMINATION

Immediately upon termination, the terminated Creator:

(a)   Must remove and permanently discontinue the use of Magnolia trademarks, service marks, trade names, and any signs, labels, stationary, or advertising referring or relating to any Magnolia product, plan, or program.

(b)   Must cease representing themselves as a Magnolia Creator;

(c)   Loses all rights to his or her Creator position in the Compensation Plan and to all future commissions and earnings resulting therefrom; and

(d)   Must take all action reasonably required by Magnolia relating to the protection of Magnolia’s confidential information.   

5.06 STATE LAWS

Where state laws on termination are inconsistent with this policy, the applicable state law shall apply.

SECTION SIX TRADEMARKS, LITERATURE & ADVERTISING

6.01 TRADEMARKS

Magnolia’s name trademarks, service marks, and copyrighted materials are owned by Magnolia.  The use of such marks and materials must be in strict compliance with these P&Ps.

6.02 ADVERTISING & PROMOTIONAL MATERIALS

All promotional items that bear Magnolia’s name or logo must be purchased solely from Magnolia unless prior written permission is obtained from Magnolia.

A Creator may use only promotional and advertising materials produced by Magnolia or approved in advance in writing by Magnolia to advertise or promote a Creator’s business or to sell Magnolia products and services.  Magnolia’s literature and materials may not be duplicated or reprinted without prior written permission.

6.03 USE OF MAGNOLIA HOME DESIGN, LLC NAME

Creators may not use any trade names, trademarks, product names, logos, or other intangible assets owned by Magnolia for any reason other than advertising or promoting Magnolia products and services.  Creators may not register, create, or use Magnolia trade names in any manner that, including as domain names, personal email addresses, and/or online aliases, in the sole discretion of Magnolia, could cause harm to Magnolia’s reputation; cause confusion, mislead, deceive, or cause individuals to believe or assume an association with Magnolia.

Examples of the improper use of Magnolia name marks by a Creator include but are not limited to the following: “Magnolia Design Co.”; “Magnolia Design Company”; “Magnolia Home Design, LLC.”; “The Magnolia Design Company”; “Magnolia Design Co by Jane Doe”; “The Magnolia Design Co”; or “Magnolia Design Co” appearing as the sender of an email by Creator.

The following uses of Magnolia name marks are approved for active Creators: “Jane Doe Magnolia Design Co.,” “Susie Q Magnolia Design Company,” etc.

6.04 STATIONERY AND BUSINESS CARDS

Creators are not permitted to “create” their own stationery, business cards, or letterhead graphics if Magnolia trade names or trademarks are used.  Only the approved Magnolia Design Co. graphics version and wording are permitted. If a Creator chooses to create any of the above with their own business logo and it contains the Magnolia Logo or trade names, they must get prior written approval.

6.05 ELECTRONIC ADVERTISING

Creators are encouraged to join Magnolia’s Social Media groups for team building, support, training, etc.  Magnolia manages groups for Creators at different levels within the compensation program.  Magnolia reserves the right to remove any post or Creator from any group at any time.

6.06 IMPRINTED CHECKS

Creators are not permitted to use Magnolia’s trade name or any of its trademarks or service marks on their business or personal checking accounts.

6.07 MEDIA INTERVIEWS

Creators are prohibited from granting or participating in radio, television, newspaper, tabloid, magazine, or other media interviews and from using public appearances, speaking engagements, or the media to make any type of statement to the public to publicize Magnolia and/or its products, without Magnolia’s express prior written approval.  All media inquiries should be in writing and referred to Magnolia by email at: support@magnolia-designco.com.6.08 ENDORSEMENTS

No Magnolia officer, administrator, or third-party endorsements may be asserted except as expressly communicated in Magnolia literature and communications.  Federal and state regulatory agencies do not approve or endorse direct selling programs.  Therefore, Creators may not represent or imply, directly or indirectly, that Magnolia’s programs, products, or services have been approved and/or endorsed by any governmental agency.

6.09 RECORDINGS

Creators may not produce or reproduce any Magnolia-produced literature, audio, or video material for sale, including presentations, events, speeches, conference calls, etc.  Video and/or audio taping of Magnolia meetings and conferences is strictly prohibited.

6.10 REBRANDING PROHIBITED

Creators may not remove the Magnolia label and rebrand product products as their own or any third-party logo or packaging for branding. Permitted examples could be make-and-take kits or try-it kits. Shipping and placing in other packaging is permitted.  Creators may not use Magnolia packaging, logos, or designs in connection with any other products or services.  Magnolia’s logo and care instructions must remain on all products when applicable.

6.11 INDEPENDENT COMMUNICATIONS

Creators are encouraged to distribute information and direction to their respective Magnolia downlines.  However, Creators must identify and distinguish between personal communications and official Magnolia communications.

6.12 PLACE OF SALE

The integrity of Magnolia’s marketing plan is built upon person-to-person, one-on-one, in-home presentations, and online presentations and sales methods.  Magnolia’s products may also be sold to or displayed by any retail outlet, including but not limited to flea markets or swap meets, vendor events, personal storefronts, and online sales.

6.13 PRODUCT & SERVICES CLAIMS

Creators may make no claim, representation, or warranty concerning any Magnolia product or service except those expressly approved in writing by Magnolia or contained in official Magnolia materials.

6.14 FAX BLASTS, SPAMMING

Fax blasting and/or unsolicited social media messaging and emailing (spamming) are prohibited.

6.15 CROSS-PROMOTION

Creators who currently hold Trailblazer status or above may not, directly or indirectly, sell, represent, promote, or are an affiliate to any home decor or crafting supply products that (in the opinion of Magnolia) directly compete with any Magnolia products.  Each Creator agrees that any such act would cause harm to Magnolia’s business and would cause the Creator to be in breach of their Agreement. Creators will receive an email notification and have 7 days to comply with the policy.  Magnolia reserves the right to cancel the Creator’s account immediately and place their team elsewhere at the company’s discretion.

Examples of competing products include but are not limited to, Chalk Couture, A Maker’s Studio, Ikonart, Essential Stencil, or other similar companies.

6.16 COPYRIGHT RESTRICTIONS

With respect to product purchases from Magnolia, Creators must abide by all manufacturers’ use restrictions and copyright protections. Creators may not replicate and sell any designs or shapes, tangible or electronic (i.e. SVG, PDF, JPEG etc…), and dimensions of surfaces that are currently for sale. This policy is for the actual shape of the surface, not the measurements. If a creator is found in violation of this policy, they will receive a warning email. The Creator will have 7 days to rectify the issue, or their account could be suspended or terminated.  If there is a surface shape in question, please get in touch with the compliance department for approval at compliance@magnolia-designco.com.

6.17 VENDOR CONFIDENTIALITY

Magnolia’s business relationships with its vendors, manufacturers, and suppliers are confidential.  Creators must not contact, speak to, or otherwise communicate, directly or indirectly, with any supplier or manufacturer.

6.18 TRADESHOWS AND EVENTS

Creators may not sell Magnolia products, current or retired, at Magnolia-sponsored events or tradeshows where Magnolia has a booth or is present. Creators may sell their finished product. Creators can contact compliance@magnolia-designco.com if they have questions about tradeshows or events where Magnolia is a sponsor or will be present.

SECTION SEVEN: PAYMENT OF COMMISSIONS

7.01 BASIS FOR COMMISSIONS

Commissions and other compensation cannot be paid until a completed Agreement has been received and accepted by Magnolia.  Commissions are paid ONLY on the sale of Magnolia services and products.  No commissions are paid on the purchase of sales materials or for sponsoring Creators.

7.02 COMMISSION PAYMENTS

A business commission period refers to the period opening on the first (1st) day of the commission period and extending until order entry closes on the last business day of the period through (11:59 p.m. EST) on the last day of the commission period.

Commissions are paid to “qualified” Creators as defined within the Compensation Plan.  Creators must consult the Compensation Plan for a detailed explanation of the benefits, commission structure, and requirements of the Compensation Plan.

The commission is paid to a qualifying Creator through direct deposit from the previous month on the 15th of the month. Direct deposit is set up in the Creator’s back office and can be changed at any time.

Commissions are payable only for months where the net payable amount exceeds $25.00. If the net payable amount in a month is less than $25.00, then the balance actually due shall be carried forward from month to month until such time as the net payable amount for a month, including amounts carried forward from prior months, exceeds $25.00.

Each Creator is responsible for ensuring that the ACH-required routing and account numbers provided to the Company are correct. All commission payments returned due to incorrect ACH information will incur a $15.00 administrative fee, which fee will be deducted from commissions due and payable in succeeding months. Subsequent returns in the same month shall be subject to an additional $10.00 administrative fee, which will be deducted from future commissions owed to the Creator, provided a voided check will be required from the Creator after the first return due to incorrect ACH information.

7.03 OFFSET OF COMMISSIONS

Any commissions or bonuses paid to Creator on products returned to Magnolia must be repaid to Magnolia by Creator.  Magnolia has the right to offset such amounts against future commissions and other compensation paid or owed to the Creator.

 

SECTION EIGHT: SHIPPING POLICY

8.01 GENERAL INFORMATION

All orders are subject to product availability.  If an item is not in stock at the time a Creator places an order, Magnolia will notify the Creator and refund the Creator the item amount of the order using the original method of payment.

8.02 DELIVERY TIME

Unless there are exceptional circumstances, Magnolia will make every effort to fulfill a Creators’ order within 2 business days of the date of the order.  Delivery time may vary due to carrier shipping practices, delivery location, delivery method, and quantity.  Products may also be delivered in separate shipments.

8.03 SHIPPING COSTS

The rate charged for the shipping of an order is based on the weight of the products and the shipping destination.  Additional shipping charges may apply to remote areas or for large or heavy items.  Sales tax is charged according to the province or territory to which the item is shipped.

8.04 SHIPPING CARRIERS

Magnolia uses the United States Postal Service (USPS) and United Parcel Service UPS to deliver orders.

8.05 ORDER TRACKING

The shipping carrier provides tracking numbers.  Please note that orders using First Class USPS mail will not have tracking numbers.

8.06 BACK ORDERS

If an item goes on backorder, Magnolia will ship the part of the Creator’s order that is in stock.  When the back-ordered item becomes available, Magnolia will ship the back-ordered portion of the order to the Creator without additional shipping and handling charges. Magnolia will notify the Creator and refund the amount paid for the out-of-stock item.

8.07 RETURNS/REFUNDS

Creators are responsible for all products and/or purchases until such items have been returned to Magnolia.  Returned items must be delivered to Magnolia in the condition as received by the Creator.  Creators will be charged a restocking fee totaling 10% of the purchase price of returned items.

All returns must be accompanied by:

(a)   A signed statement from the retail customer identifying the reason for the return;

(b)   A copy of the original retail sales receipt; and

(c)   The intended end customer’s name, address, and telephone number.

Only regular-priced products purchased directly from Magnolia by a Creator are eligible for refund or return.  Sale items or items obtained from third parties do not qualify for a refund or return.

Creators are not eligible for refunds or exchanges on purchases once 30 days or more have passed since the Creator’s purchase.  Upon receipt of a returned item, Magnolia will examine it and notify Creator via email whether Creator is entitled to a return.  If the Creator is entitled to a return, Magnolia will refund the purchase price minus a 10% restocking fee, and a refund will be applied to the Creator’s original method of payment. 

Shipping & handling fees are not refundable.

8.08 ITEMS DAMAGED/LOST IN TRANSPORT

If a Creator discovers any damage to the packaging or product on delivery, or if a Creator or customer does not receive a product order from Magnolia, the Creator must contact Magnolia immediately at support@magnolia-designco.com for a refund or replacement.  Magnolia reserves the right to request photos or other documentation prior to issuing any refund or replacement.

8.09 REFUSAL OF SHIPMENT

If the Creator refuses delivery on any order placed with Magnolia and such product is subsequently returned to Magnolia, Magnolia shall have the right to place that Creator on suspension pending resolution of the refusal of delivery.  Neither Creators nor consumers shall refuse any shipment from Magnolia without prior approval by Magnolia.

8.10 DROP SHIPPING

The Creator may not drop ship products to a customer under the Creator’s personal account. Drop ship is defined as a Creator using Magnolia’s replicated website, to ship direct-to-customer purchases at the Creator’s pricing. All orders must be entered by creating a retail account for the customer.  Any Creator found using their Creator account to drop ship orders to retail customers (non-Creators) will be sent a disciplinary email. If the Creator is found drop shipping after receiving a disciplinary email, the Creator’s account may be canceled or terminated at Magnolia’s sole discretion.

8.11 QUESTIONS

Creators can address any questions about the delivery, shipment, or other details relating to their orders via email at support@magnolia-designco.com.

SECTION NINE: RESTRICTIVE COVENANTS

9.01 GENERAL

Creator and Magnolia agree that any violation of the restrictive covenants herein shall cause Magnolia irreparable harm for which there is no adequate remedy at law and that such harm will outweigh any injury to Creator should injunctive relief be granted to Magnolia.  Magnolia shall, therefore, be entitled to immediate and permanent equitable relief to prevent further violations of this Agreement.  This remedy is in addition to any other legal remedies to which Magnolia may be entitled, including disciplinary sanctions under this Agreement and recovery of damages caused by Creator’s breach.

9.02 NON-SOLICITATION/RECRUITMENT

Unless otherwise agreed to in writing with Magnolia, Creators are free to participate in other multilevel, direct selling, or network marketing business ventures (“Network Marketing”); see 4.02 LEADERSHIP/SPONSORING REQUIREMENT for Trailblazer and above guidelines. However, during the Term of this Agreement, and for one year following the termination or cancellation of this Agreement for any reason (the “Restricted Term”), Creators may not directly or indirectly recruit other Magnolia Creators for any other Network Marketing business or opportunity.  The term “recruit” means the actual or attempted sponsorship, solicitation, introduction, encouragement, or any effort to influence in any way, directly or indirectly (including by responding to a solicitation from a third party), including via the Internet or social media, any other Magnolia Creator to enroll or participate in a different Network Marketing activity, or to otherwise cause or attempt to cause a Magnolia Creator to alter or terminate their relationship or Agreement with Magnolia.

Notwithstanding this prohibition, following the termination or cancellation of a Creator’s Agreement with Magnolia and during the Restricted Term, a Creator may recruit into another Network Marketing venture (i) immediate family members and/or (ii) Magnolia Creators whom the Creator personally Sponsored into Magnolia and with whom the Creator had a personal relationship prior to joining Magnolia, even if those individuals are current Magnolia Creators.

SECTION TEN: INCENTIVE TRIP

10.01 COMPANY RIGHTS TO CHANGE/CANCEL INCENTIVE PROGRAM AND/OR TERMS.

Magnolia may, at its discretion, alter, limit, or modify the Incentive structure or any other feature of any Incentive Program described herein or in the Incentive Booklet provided to Creator by Magnolia, which is hereby incorporated into these P&Ps. Magnolia reserves the right to change or modify Incentive Program terms and conditions or terminate any Incentive Program at any time, for any reason, without prior notice.  A Creator’s continued participation in any Incentive Program will confirm the Creator’s acceptance of any such changes. Magnolia reserves the right to monitor the accounts of all participants at any time and without notice for compliance with Incentive Program rules. All interpretations of the Incentive Program terms and conditions are at Magnolia’s sole discretion, and Magnolia’s decisions thereon will be final.

 

Magnolia reserves the right to audit any activity, for any reason. If there appears to be deception and/or unethical business practices by those in qualification for any Incentive, they will be disqualified, and further action may be taken for breach of the P&Ps. Examples include but are not limited to shared addresses, forms of payments and shared bank accounts.

 

10.02 TRIP AWARDS

 

Trip awards are non-transferable and must be taken in the year the earned trip occurs. Qualifiers will be emailed registration information at the end of the qualification period, including event registration deadlines. If you are unable to register and book your airfare by the deadline, you may incur additional costs and/or be unable to attend this event.

 

The total value of the incentive trip reward is not available/finalized until closer to the travel date. However, earners will see the total value of their reward as taxable income on their tax statements provided by Magnolia. The reward has no cash value/cash-out value, and earning Creators who RSVP “yes” but do not attend will still receive the value of the reward on their tax documents if tickets/reservations are purchased/made in their name, which is not cancelable.

 

10.03 ELIGIBILITY TO PARTICIPATE/ATTEND

 

All active Creators are eligible to participate. You must be an active Creator to qualify and an active Creator at the time all perks are redeemed. To be considered active, the Creators’ account must be in good standing (not paused or suspended for any reason), and there must not be any disciplinary action in progress. Earners who have exited their Creatorship after earning rewards will not be eligible to participate. Perks have no cash value.

Anyone 18 years of age or older who is a non-Magnolia Creator or who has exited the company is allowed to accompany a Creator as a guest. This decision will be at the discretion of Magnolia Design Co. Corp.

10.04 SPECIAL ACCOMMODATIONS

Please send a written request to support@magnolia-designco.com 90 days prior to the travel date.

Any additional nights at the resort or flight deviation will be incurred at the earners’ expense, including any deviations from the airfare caps or costs that arise from date deviations or additional legs.

If a passport is required for the Incentive Trip, the cost of the passport is the Creator’s responsibility.

10.04 CANCELATION OR UNABLE TO ATTEND

A Creator’s cancellation of a confirmed trip within 60 days of the Trip may result in a $500 USD cancellation fee to the Creator, in addition to any other non-refundable expenses incurred on the Creator’s behalf (which are included in the Creators’ annual 1099 earnings).  Magnolia incurs actual costs on behalf of the all-inclusive earners, whether in flights, hotel, or agency fees, and often these fees cannot be recouped when a Creator does not attend. If we have more earners than contracted spots on this or a future incentive program, you may displace a qualified earner by saying “yes” but then not attending. If you qualify to attend, we ask that you thoughtfully consider your RSVP and say “yes” because you are committed to attending. We want you—and every earner—to enjoy and love this great experience!

If a Creator who earns an Incentive Trip is unable to attend, the invitation may be transferred (when applicable) to the Creator with the next highest points earned who meets all other eligibility requirements. If an earning Creator cancels less than 60 days before the departure date, no additional Creator may be added to the stay due to contract limitations and booking. Note that if an earner does not attend after booking travel and/or accommodations, and if these costs are not refundable, they will be included on the earner’s year-end tax statement provided by Magnolia. If an earner RSVPs “yes” but then cancels for any reason after that, they are subject to the $500 USD cancellation fee and any non-refundable costs incurred by the Creator canceling. Magnolia will not award anything of value in lieu of a Creator who cancels or does not attend the trip.

 

10.04 TRIP POINT DEDUCTIONS

 

Returns processed on orders placed during the incentive period will be deducted from a Creator’s total points through the current incentive trip qualification dates.

Team members who roll up will not count towards a Creator’s newly sponsored Creators.  Only personally sponsored Creators will add points to a Creator’s total.

SECTION ELEVEN: GENERAL PROVISIONS

11.01 INDEMNITY AGREEMENT

Creator agrees to indemnify and hold harmless Magnolia, as well as any Magnolia shareholders, officers, directors, employees, agents, and successors in interest, from and against any claim, demand, liability, loss, cost, or expense, including but not limited to court costs and attorneys’ fees, asserted against, suffered, or incurred by any of them, directly or indirectly arising out of or in any way related to or connected with, allegedly or otherwise, Creator’s:

(a)   activities as Creator;

(b)   breach of the terms of the Agreement; and/or

(c)   violation of or failure to comply with any applicable federal, state, or local law or regulation.

11.02 PROCESSING CHARGES

Magnolia reserves the right to institute a processing charge for commission checks and/or genealogy requests.

11.03 LIABILITY

To the extent permitted by law, Magnolia shall not be liable for, and Creator releases Magnolia from and waives all claims for any loss of profits; indirect, direct, special, or consequential damages; or any other loss incurred or suffered by Creator as a result of

(a)   the breach by the Creator of the Agreement;

(b)   the operation of Creator’s business;

(c)   any incorrect or wrong data or information provided by Creator; or

(d)   the failure to provide any information or data necessary for Magnolia to operate its business, including, without limitation, the enrollment and acceptance of Creators into the Compensation Plan or the payment of commissions and bonuses.  This statement includes a Creator’s enrollment or introduction of Creators who are subject to non-compete clauses from other companies and any damages and or liability based thereon.

11.04 RECORDKEEPING

Magnolia encourages all Creators to keep complete and accurate records of all their business dealings.

11.05 FORCE MAJEURE

Magnolia shall not be responsible for delays or failure in performance caused by circumstances beyond its control, such as but not limited to: fire, flood, earthquake, storm, power outages, labor difficulties, strikes, war, government decrees or orders, and/or curtailment of its usual source of supply.

11.06 VIOLATIONS

It is the obligation of the Creator to abide by and maintain the integrity of the Agreement.  If a Creator observes another Creator committing a violation, the Creator should discuss the violation directly with the violating Creator.  If Creator wishes to report a violation to Magnolia, Creator may do so via email to support@magnolia-designco.com.

11.07 NON-WAIVER PROVISION

No failure of Magnolia to exercise any power under this Agreement or to insist upon strict compliance by any Creator with respect to any obligation or provision herein, and no custom or practice employed by Magnolia, shall constitute a waiver of Magnolia’s right to demand strict compliance with by Creator with this Agreement, including the P&Ps.  Magnolia’s waiver of any particular default by Creators shall not affect or impair Magnolia’s rights with respect to any subsequent default, nor shall it affect in any way the rights or obligations of any other Creators.  No delay or omission by Magnolia relating to the exercise of any right arising from a default shall affect or impair Magnolia’s rights as to that or any subsequent or future default.  A waiver by Magnolia can be obtained only in writing from an authorized Magnolia officer.

11.09 ENTIRE AGREEMENT

These P&Ps are incorporated into the Agreement and, along with the Terms and Conditions and Compensation Plan, constitute the parties’ entire agreement regarding their business relationship.

11.10 SEVERABILITY

If under any applicable and binding law or rule of any applicable jurisdiction, any provision of the Agreement, including these P&Ps and Terms and Conditions, or any specification, standard, or operating procedure which Magnolia has prescribed is held to be invalid or unenforceable, Magnolia shall have the right to modify the invalid or unenforceable provision, specification, standard, or operating procedure or any portion thereof to the extent required to be valid and enforceable, and the Creators shall be bound by any such modification.  Such modification will be effective only in the jurisdiction in which it is required.  If such modification is unavailable, any provision or part of a provision found invalid, illegal, or unenforceable for any reason will be severed from this Agreement.  The remaining terms and provisions shall remain in full force and effect.

11.11 NOTICE

All communication from Magnolia will be digital from the following email addresses: Support@magnolia-designco.com or compliance@magnolia-designco.com. All communication will be sent to the email on file in the Creator’s profile in their personalized back office. Any such communication, notice, or demand shall be deemed to have been given or served on the date of confirmed dispatch, if by electronic communication, on the date shown on the return receipt, or by other evidence if delivery is by mail.

11.12 TITLES OR HEADINGS

The titles and headings herein are for reference only and do not constitute and will not be construed as substantive terms of this Agreement.

11.13 NO RELIANCE

A Creator should seek advice from his or her own professional advisors for matters of legal, financial, or other professional advice.  If such advice is sought or received from Magnolia, the Creator acknowledges and agrees that he or she will not rely on it and that it is the Creator’s responsibility as an independent contractor to research and make any decision to comply with any requirements or achieve any results.

SECTION TWELVE: DISPUTES

12.01 GENERAL—MANDATORY ARBITRATION OF DISPUTES AND CLASS ACTION WAIVER

PLEASE READ THE PROVISIONS OF THIS ARBITRATION AGREEMENT CAREFULLY.  THEY AFFECT YOUR RIGHTS, INCLUDING REQUIRING THAT DISPUTES BE RESOLVED BY BINDING ARBITRATION OR IN THE NORTH CAROLINA SMALL CLAIMS SECTION OF THE DISTRICT COURT DIVISION (“SMALL CLAIMS”).  MAGNOLIA AND CREATOR ACKNOWLEDGE AND AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO MAGNOLIA OR THIS AGREEMENT SHALL BE DETERMINED BY BINDING ARBITRATION OR IN SMALL CLAIMS, AS SET FORTH IN THIS AGREEMENT.  ARBITRATION IS MORE INFORMAL THAN A LAWSUIT IN THE STATE OR FEDERAL COURT SYSTEMS, AND USES A NEUTRAL ARBITRATOR INSTEAD OF A JUDGE OR JURY, ALLOWS FOR MORE LIMITED DISCOVERY, AND IS SUBJECT TO ONLY LIMITED REVIEW BY COURTS.  ARBITRATORS CAN AWARD THE SAME DAMAGES AND RELIEF THAT A COURT CAN AWARD.  THE CREATOR AGREES THAT THIS ARBITRATION AGREEMENT EVIDENCES A TRANSACTION INVOLVING INTERSTATE COMMERCE AND THAT THE FEDERAL ARBITRATION ACT, 9 U.S.C. § 1 ET SEQ. (“FAA”), WILL GOVERN ITS INTERPRETATION AND ENFORCEMENT.  CREATOR ACKNOWLEDGES AND AGREES THAT CREATOR AND MAGNOLIA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.  NOTHING IN THIS PROVISION IS INTENDED TO PREVENT THE CREATOR FROM BRINGING ANY ISSUES TO THE ATTENTION OF A FEDERAL, STATE, OR LOCAL GOVERNMENT AGENCY AND, IF THE LAW ALLOWS, FOR SUCH AGENCY TO SEEK RELIEF ON THE CREATOR’S BEHALF.  THIS ARBITRATION AGREEMENT EXPRESSLY SURVIVES ANY TERMINATION OF THIS AGREEMENT OR OF THE RELATIONSHIP BETWEEN MAGNOLIA AND CREATOR.  

In the event that a dispute arises between Magnolia and Creator(s) regarding each party’s respective rights and duties under this Agreement, or in the event of a claim of breach of this Agreement, it is agreed that such dispute shall be exclusively resolved in the Matthews, North Carolina Small Claims Court or pursuant to binding arbitration under the Commercial Rules of the American Arbitration Association (“AAA”), with arbitration to occur strictly in Matthews, North Carolina, USA.  The Arbitrator may award, in addition to declaratory relief, contractual damages and may award reasonable attorney’s fees and costs to the prevailing party.  An award of attorney’s fees and costs shall continue through any review, appeal, or enforcement of an arbitration decision.  The arbitration decision may be enforced in any court of competent jurisdiction.  This provision shall not be construed to prohibit either party from obtaining preliminary or permanent injunctive relief in any court of competent jurisdiction.  The parties each expressly waive their right to collect consequential, punitive and exemplary damages from the other party.

In agreeing to arbitrate all claims hereunder (except for those eligible for resolution in small claims court, as described above), Creators hereby recognize and agree to waive the right to a trial in a court and/or by a jury.  Any arbitration or small claims litigation shall take place on an individual basis and shall be conducted on a strictly confidential basis to the extent permitted by applicable law.  Creators shall not disclose the existence or nature of any claim, defense, or argument, or any documents, correspondence, pleadings, briefing, or other information exchanged or presented in connection with any claim, defense, or proceeding shall not be shared with any third party.

A copy or form to initiate arbitration may be accessed at www.adr.org.  The arbitration will be governed by the AAA Rules, as modified by this Agreement, and will be administered by the AAA.  The AAA Rules and forms are available at www.adr.org or by calling 1-800-778-7879.  Except as expressly set forth herein, the payment of all filing, administration, and arbitrator fees will be governed by AAA Rules.

Louisiana Residents: These dispute resolution policies apply to Louisiana residents, with the exception that any litigation or arbitration between Magnolia and a Louisiana resident Creator may be brought in the Creator’s home forum pursuant to Louisiana law.

12.02 CREATOR OPT-OUT RIGHT

Creators who do not want to be subject to this Arbitration Provision may opt out by notifying Magnolia in writing within 30 days of the Creator’s acceptance of this Agreement at compliance@magnolia-designco.com.  The Arbitration Agreement will apply to all Creators unless Magnolia receives an unambiguous communication expressing the Creator’s desire to opt out within the proscribed time period.

12.03 JURISDICTION, VENUE, AND CHOICE OF LAW

Jurisdiction and venue of any matter not subject to arbitration or otherwise accounted for in this Agreement shall reside exclusively in Matthews, North Carolina, to the exclusion of all other forums and venues, unless the laws of the state or province in which the Creator resides expressly require otherwise.  The parties waive any claim that such jurisdiction is an inconvenient or inappropriate forum.  The laws and procedures of the State of North Carolina shall govern disputes involving this agreement.

12.04 LIMITATION OF DAMAGES TO THE EXTENT PERMITTED BY LAW

Magnolia and its Creators, officers, directors, employees, and other representatives shall not be liable for and hereby release the foregoing from and waive any claim for loss of profit, incidental, special, consequential, or exemplary damages which may arise out of any claim whatsoever relating to Magnolia’s performance, nonperformance, act, or omission with respect to the business relationship or other matters between any Creator and Magnolia, whether sounding in contract, tort, or strict liability and all such claims for damages shall not exceed and are hereby expressly limited to the amount of unsold Magnolia services and/or products owned by the Creator and any commissions owed to the Creator.

12.05 DISCIPLINARY ACTIONS

Notwithstanding the provisions of this dispute resolution policy, Magnolia shall have the right to investigate complaints against Creators and potential breaches of this Agreement by Creators.  During any such investigation, Magnolia may suspend the Creator and withhold payment of commissions pending the resolution of the investigation.  Violation of any of the terms and conditions of this Agreement, or any illegal, fraudulent, deceptive, or unethical business conduct by a Creator, may result, in Magnolia’s sole discretion, one or more of the following actions:

(a)   verbal or written warning, identifying the subject conduct, applicable provision or authority related to the conduct, and advising that a continued breach will result in further disciplinary action;

(b)   probation, which may include required remedial action;

(c)   restriction of participation in Magnolia-sponsored events and/or withdrawal or denial of recognition or awards;

(d)   suspension of certain privileges, including but not limited to ordering products, participating in Magnolia programs, including those described herein, and from participating as a Sponsor;

(e)   withholding of commissions or bonuses for a specified time or until certain conditions are satisfied;

(f)    fair and reasonable fines and/or penalties, made proportional to actual damages incurred; and/or

(g)   termination.

Magnolia Design Co.. Revised 3/5/2024