Last Updated: July 13, 2019
Outfix, Inc. (referred to as “Outfix”) is a company incorporated under the laws of Delaware.
Outfix owns and manages a web application, mobile application or application on other platforms or devices that serves as a fashion tool (collectively referred to as the “App”).
The App provides an array of services available to shoppers, including but not limited to connecting with freelance stylists to develop the shopper’s personal style, obtain outfit suggestions and product and brand recommendations.
The present Terms and Conditions (the “Terms and Conditions”) will govern the terms upon which stylists may use the App to offer, deliver suggestions and similar services to shoppers and users of the App. These Terms and Conditions apply to Stylists who access, download or otherwise use the App, place an Order or request the delivery of Products.
Under these Terms and Conditions, Outfix will be referred to as “we”, “us”, “our”, and other similar expressions; stylists using, offering services on or otherwise involved with the App will be referred to as “Stylists” and “you”; and App non-stylist users, social-media followers, shoppers, and requesters will be collectively referred to as “Shoppers”.
DESCRIPTION. (a) Outfix desires to engage Stylists as independent contractors in order to provide Private Stylist Consultations (i.e. “Consultations” or “Consults”) to Outfix customers for apparel suggestions and advice in exchange for commissions. Consultations are limited to suggestions for clothing style; color; and design wherein the customer makes their own clothing purchases from Outfix authorized third-party websites and Outfix authorized links provided by the Stylist. In exchange, the Stylist will earn commissions based upon purchases made by customers for Private Stylist Consultations.
(b) Benchmarks. The Stylist understands and agrees that he/she will only receive commissions if the customer commits to a Personal Stylist Consultation. If the customer does not make a purchase, the Stylist will not receive a commission.
(c) Cancellations. The Stylist shall offer Private Stylist Consultations based upon the customer’s profile; comments; feedback; and recommendations. Outfix reserves the right to cancel this Agreement and/or the Stylist’s account at any time for failure to abide by our Policies; Terms; or for breach of this Agreement.
APPLICABILITY. Your download of the App and subsequent tapping of “Accept and Become a Private Stylist” constitutes your acceptance of the present Terms and Conditions. These Terms and Conditions constitute a binding agreement between you and Outfix.
ELIGIBILITY. (a) Basic Requirements. To be eligible to be a Stylist, you confirm that:
- You are at least eighteen (18) years of age;
- You are authorized to enter into enforceable and binding agreements;
- You have not been barred from rendering services in the United States or in another jurisdiction.
(b) Traits and Qualities Sought in Stylists. Successful Stylists are motivated, professional, punctual, reliable, respectful, friendly, and engaging self-starters. When communicating within the App, we require that Stylists communicate respectfully and efficiently, using proper and professional vocabulary.
(c) Promotional Initiatives. Stylists are expected to promote and advertise their freelance work services offered on the App by various means, such as social media, print ads, business cards or other forms of advertising.
COMPENSATION. (a) Commission. The Stylist understands and agrees that he/she is being engaged as an Independent Contractor in exchange for Commission-based compensation. The Stylist will only be paid a Commission in the amount of 50% (fifty-percent) of the successful completion of a Stylist Consultation. A “Stylist Consultation” is defined as time or an interval devoted to examining the customer’s profile; making apparel decisions for the customer based upon their profile; and delivering examples and suggestions to the customer based upon the customer’s profile and feedback. The Stylist must respond within seven (7) days to private requests for style recommendations by customers in order to receive a commission. The Stylist is paid a fifty percent (50%) Commission of the Stylist Consultation Fee only when the customer remits payment for a Consultation. Therefore, it is imperative for the Stylist to make suggestions and recommendations based upon the customer’s profile, comments, and feedback. (Example: If the Stylist Fee is $9.99, then Outfix.com charges a flat fee of 50% (fifty percent) = $4.99 and the Stylist earns $5.00. ) Note: All fees and bonuses are rounded up to the nearest cent.
(b) Outfix Commission. Outfix charges a fee of fifty percent (50%) for each and every Private Stylist Consultation. This fee is fixed with the exception of: (i) Early Adoption Promotions between Outfix and the Stylist; and a (ii) pre-established Large Influencer Preferential Rate. Rates, fees, and temporary promotional rates in addition to duration of rates will be mutually agreed in writing separately from this Stylist Agreement between Outfix and the Stylist.
(c) In App Payments. For “In-App Payments” (i.e. Apple Payments via App) Processed through Apple, there is a thirty percent (30%) processing fee. In App Payment fees are entirely deducted from Outfix Commission unless the In App Payment fee exceeds the gross Outfix Commission, in which case the remaining balance will be deducted from the Stylist Commission.
(d) Commission Bonus. Outfix.com rewards early responses completed within 1 (one) day of the request creation for Stylist Consultations. The Stylist will earn an additional 3% (3 percent) Commission Bonus for early responses to customer requests. (Example: Stylist Fee $9.99 less Outfix Commission of 50% (fifty percent) = $4.99 – Stylist earns an addition $0.30 = $5.30 for early responses.
(e) Cancellations. If a Stylist Request becomes “overdue” after seven days from the initial request, the customer can choose to apply for a refund or cancel the request. No commissions will be received by the Stylist for cancellations or when refunds are requested by the customer.
(f) Responses and Late Penalties. The Stylist understands and agrees that it is imperative to respond quickly to all Customer Style Requests. There is an initial 7 (Seven Day) Deadline for all Stylists to respond to a Private Request for a Stylist Consultation. In the event a Stylist issues a late response to a Customer Style Request where the customer has not applied for a refund or canceled the request after the initial 7 day response period, the Stylist Response will be deemed “Overdue“, and Outfix will deduct a “Late Fee” from the Stylist’s Commission in the amount of 50% (fifty percent). (Example: Stylist Fee $9.99 less Outfix Commission of 50% (fifty percent) = $4.99 less late fee 50% ($2.50) = $2.50 Stylist Commission.)
(g) Refunds. If a Stylist is overdue in responding to a Private Consultation, the Customer can choose to cancel the request; or leave the request “Open” for consideration. In the event of “late” or “overdue” responses, the Stylist will be charged a Late Penalty in the amount of 50% (fifty percent) from the Stylist Commission
- Payment. (a) Stripe. All commissions are paid via Stripe Connect. Stylists must have a Stripe Account in order to receive commissions and withdraw funds into their bank account or debit card. Outfix does not issue checks; make direct transfers; or make any payments outside of Stripe at any time. In order to avoid delays in payment, please provide correct Stripe account information at the time you create a Stylist account.
(b) Schedule. Upon successful completion of a Private Consultation, the Stylist Commission will be added to the Stylists’ Profile Page and marked as “Pending“. “Pending” is defined as payment which is sent manually to the Stylist via Stripe Connect by an Outfix employee or authorized representative. Due to the nature of “In App Payments” Outfix reserves the right to transfer Pending Payments to the Stylist’s Stripe Connect account for up to ninety (90) days after the Stylist Consultation has been completed. Most Stylist Consultation Fees will be transferred within ten (10) business days of the funds clearing.
EXCLUSIVE COMMITMENT. The Stylist understands that that this Agreement is Exclusive in nature and the Stylist may not engage in any other Personal Stylist Digital Freelancing Service while as a paid Stylist for Outfix for a period of one-year from the date of execution of this Agreement. Stylists are not prevented from providing digital personal styling consultations with third-party vendors provided the Stylist has not entered into a private agreement of payment for services.
LICENSE. Outifix grants the Stylist a limited, non-exclusive, non-assignable, non-sublicensable revocable license to access or otherwise use the Outifix app; website; and social media sites for professional and legal purposes. The Stylist agrees not to: sublicense; distribute; make derivative works from; sell; or frame any content from our website; social media sites; or app. In addition, the Stylist may not display or link our website; app; or social media sites in any manner that disparages our company; products; or services; or violates our Terms of Service or Policies.
RELATIONSHIP. The Stylist acknowledges and agrees that they are being engaged as Independent Contractors, and are not to be considered employees of Outfix at any time, nor is the Stylist entitled to benefits, compensation, vacations, or any other perks offered to Outfix employees. The Stylist does not have the authority to engage; bind; or otherwise represent Outfix in any manner other than as provided herein.
TERM & TERMINATION. (a) Term. This Agreement begins upon execution and continues for the term of one-year (12 months) from the time of execution or until terminated by either party in writing. This Agreement shall auto-renew for another one-year term (12 months) unless otherwise terminated or cancelled by the parties in writing. The Stylist may cancel or terminate their account at any time.
(b) Termination. Either party must provide prior written notice of no less than fourteen (14) calendar days in order to terminate. Outfix reserves the right to terminate this Agreement at any time if the Stylist fails to meet benchmarks; has more than 3 cancellations or refunds; has more than 3 complaints on account; for improper or inappropriate behavior on the part of the Stylist; or for breach of this Agreement. The parties may renew this Agreement, prior to expiration, upon mutual consent and in writing.
Stylist Conduct and Rules. The Stylist acknowledges and agrees to behave and act in a Professional Manner at all times while an account holder of the Outfix website; app; or social media sites. Outfix reserves the right to limit; restrict; or terminate a Stylist account for unethical; objectionable; racist; or prohibited behavior without notice. Harassment; bullying; bigotry; discrimination; and spamming are strictly prohibited. Stylists, customers, or third-parties are strictly prohibited from interfering with or impeding the Outfix app; website; social media sites; or software at any time. Outfix will take legal action against anyone that trespasses upon their website; app; or intellectual property.
EXPENSES. The Stylist understands and agrees that he/she is responsible for their own expenses, costs, and taxes under this Agreement. The Stylist acknowledges and agrees to hold Outfix, it’s owners, employees, and agents harmless from any and all payroll deductions or taxes including but not limited to payroll taxes.
PRODUCTS. We do not own the outfits, apparel and accessories (the “Products”) displayed, described or published on the App. We operate as an independent business with no affiliations of any nature to the Products’ designers, wholesalers, sellers, distributors or other agents, unless otherwise indicated.
INTELLECTUAL PROPERTY. Work Product. Any and all work (i.e. “work product”), including but not limited to: files; communications; audio or video files; marketing materials; and any other recorded media, whether a hard copy or digital, is considered “intellectual property”, and proprietary. The Stylist understands and agrees that as a result, any and all work product created by him/her is the intellectual property of Outfix who shall retain all rights, title, and interest in said property.
SUBMISSIONS. (a) Copyrights. The Stylist warrants and agrees that all Consultations,; recommendations; suggestions; comments; links; hyperlinks; pictures; files; media; or any other “Content” shared; displayed; uploaded; or submitted through the Outfix app; website; and social media sites is original to the Stylist and does not infringe upon any copyrights; or intellectual property rights; owned or held by a third-party. In addition, the Stylist agrees to hold Outfix harmless as well as their owners; directors; employees; affiliates; and agents; free from any and all claims or third-party claims for copyright or intellectual property-right violations or infringement.
(b) Content. “Content” is defined as: any and all files; media; recorded media; pictures; photographs; video; illustrations; diagrams; artwork; drawings; text; communication; email; message; or any other submission that is shared; exported; uploaded; or downloaded through the Outfix website; app; or social media sites.
COPYRIGHTS. The Stylist may not at any time upload; share; display; send; or export content; pictures; video; media; illustrations; files; or any other “content” to customers or any other party on the Outfix app; website; or social media sites; that may violate copyrights or intellectual property rights owned or held by third-parties. All Stylists acknowledge and agree to hold Outfix as well as its owners, employees, and agents harmless from any and all claims or complaints of copyright or intellectual property right(s) infringement.
INDEMNIFICATION. The parties agree to defend, indemnify, and hold each other and their: owners; directors; employees; representatives; agents; and affiliates harmless from and against any and all losses, liabilities, expenses, damages, or claims (or unforeseen third party claims) that might arise from this Agreement.
DISPARAGEMENT. The Stylist may not at any time make; type; export; create; or otherwise post disparaging; negative; or adverse; comments, phrases, or language by or against Outfix, it’s owners, employees, or agents at any time or in any medium.
MODIFICATION. We may update, modify or otherwise revise these Terms and Conditions without notice, at our discretion. The latest applicable version of these Terms and Conditions will be published on our App. We suggest you review the Terms and Conditions periodically to ensure compliance with the latest version. Your continued access to or use of our App following any modifications made to these Terms and Conditions will constitute your acceptance of such modifications.
ASSIGNMENT/TRANSFER. The Stylist understands and agrees that he/she may not: sell, assign, or otherwise transfer their rights, duties, and legal obligations under this Agreement without the prior written approval and consent of Outfix. Further, Outfix reserves the right to: sell, assign, or otherwise transfer its duties and obligations under this Agreement upon written Notice to Stylists either via email or notice uploaded to the Outfix app; website; or social media sites.
NON-COMPETE. The Stylist while under Agreement and for three (3) years after termination of same, agrees not to directly or indirectly participate in any business, in the same geographic area, that is similar to Outfix. This includes and is not limited to his/her own business, or as an employee or independent contractor of another business that is the same as Outfix.com. The Stylist also agrees not to solicit any leads or business from Outfix’s actual or prospective clients; employees; or independent contractors; or divert the Company’s business in any way whatsoever.
DISPUTES. (a) Mediation. Disputes shall be resolved in a professional and businesslike manner. In the event a dispute cannot be resolved amicably, both parties agree to Mediation. The parties agree to share equally the cost(s) of mediation as well as the choice of a third-party mediator, located in New York City, New York.
(b) Notice. The Disputing Party (i.e. Claimant) shall serve the Non-Disputing Party with a minimum of a thirty-day Notice of Intent to Mediation prior to filing a Mediation Claim. Notice shall be served at the Parties’ last-known address, and service shall comply with New York’s Rules of Civil Procedure.
(c) Procedure. The Mediation process and hearings shall be subject to and proceed pursuant to Mediation and/or Arbitration Rules as adopted by the American Bar Association.
(d) Legal Fees. The prevailing party shall be entitled to reimbursement of any legal fees/costs (including but not limited to attorney’s fees). Not-withstanding Mediation, the exclusive forum shall be the Courts in New York State.
CONFIDENTIALITY. (a) Information. Each of the parties and their representatives and assigns agree to keep the terms of this Agreement as well as the Company’s business affairs and client information (i.e. names; phone numbers; addresses; file and contract numbers; etc.) confidential. In addition, any and all supplemental non-disclosure; confidentiality; and non-compete agreements are referenced and incorporated herein.
(b) Proprietary Data. The Stylist understands that as part of his work, he may come into contact with the Company’s private and confidential information, including but not limited to trade secrets and proprietary data. The Stylist warrants and agrees not to disclose any confidential or proprietary information regarding the Company or its’ business affairs at any time without its’/ their prior written consent. Each party also agrees to comply with any and all applicable national or local laws for the protection of client information.
FORCE MAJEURE. Neither party shall be responsible for any delay or failure to perform to the extent that such delay/failure is caused by fire, flood, explosion, strike, labor unrest, riot, embargo, act of civil or military authority, accident, acts or omissions of carriers, act of God, or other such contingencies beyond its control. Notice of any Force Majeure Event shall be given to the other party as promptly as possible after occurrence. The affected party shall use due diligence to minimize the effects of any such event to facilitate the resumption of full performance.
NOTICE. Any notice required to be given under terms of this Agreement shall be in writing and be sent: via email; or via the U.S.P.S. delivered to the last known address of the Party or Parties in accordance with New York’s’ Rules of Civil Procedure for service of process. Service shall be complete upon mailing, or via email. A certified or tracking number shall be proof of service.
AGREEMENT. This Agreement represents the entire understanding and terms regarding the subject matter of the Agreement.
SEVERABILITY. If any provision of this Agreement is deemed unenforceable, or invalid, the unenforceable or invalid provision shall be deemed modified to the least extent necessary to become legal and enforceable and no other provisions affected thereby.
CHOICE OF LAW. This Agreement shall be governed by the laws of the State of New York without reference to any principles of conflict of laws, choice of law, or C.I.S.G. provisions.
AUTHORIZATION. The parties warrant that they have read and understand the terms and conditions as provided in this Agreement.