Version 2026-09-14
THIS BRAND PARTNER AGREEMENT (this "Agreement") is entered into by and between:
Hair Pro 360 LLC, a North Carolina limited liability company having its principal place of business at 1235 East Blvd, Suite E625, Charlotte, NC 28203 ("Company", "we", "us" or "our"); and
the Partner identified on the Partner's portal account, being the individual or entity whose name, business address and email address are recorded against that account ("Partner", "you" or "your").
Company and Partner are referred to individually as a "Party" and collectively as the "Parties".
This Agreement takes effect on the date of Partner's signature and Company's receipt of payment in full of the Brand Build Fee (the "Effective Date").
A. Company operates a private label hair extension supply and fulfilment business, including the programme marketed as the Brand Launch System (the "Programme").
B. Partner wishes to establish and operate its own hair extension brand, and to engage Company to manufacture, hold, pack and ship Products bearing that brand.
C. The Parties wish to record the terms on which Company will supply those services and Products to Partner.
NOW, THEREFORE, in consideration of the mutual covenants set out below, the Parties agree as follows.
In this Agreement, the following terms have the meanings given below:
"Brand Assets" means the brand name, logo, wordmark, packaging artwork, label artwork, sticker and aftercare card designs, hang tag designs, Color Ring design and custom color names created for Partner under this Agreement.
"Brand Build Fee" means the fee payable under Section 3, according to the package selected by Partner.
"Color Ring" means the branded color ring supplied under Section 3.5.
"Company Materials" means Company's platform, templates, systems, processes, supplier relationships, proprietary fulfilment integration, Product Imagery, own brands, and all tooling used to produce the Brand Assets.
"Confidential Information" has the meaning given in Section 10.1.
"Guarantee" means the DHE Guarantee described in Section 8.
"Partner Store" means the Shopify online store built for Partner under Section 3.2, where applicable to Partner's package.
"Product" or "Products" means hair extension products and related goods supplied by Company to Partner under this Agreement.
"Product Imagery" means all photography and imagery of Products, including thumbnails displayed in the Partner Store, in each case owned by Company.
(a) Section headings are for convenience only and do not affect interpretation.
(b) "Including", "includes" and "in particular" are not words of limitation.
(c) A reference to a Section is a reference to a Section of this Agreement.
(d) Words in the singular include the plural and vice versa.
(e) A reference to writing includes email.
Partner establishes and operates its own hair extension brand. Company manufactures, holds, packs and ships the Products supplied under that brand.
Company acts solely as Partner's fulfilment provider. The term "brand partner", wherever used by either Party, refers exclusively to the fulfilment relationship between the Parties and confers no additional right, status or interest.
Company is not responsible for any decision relating to the marketing, operation, profitability or success of Partner's business.
Nothing in this Agreement creates a partnership, joint venture, franchise, agency, fiduciary or employment relationship between the Parties. Neither Party has authority to bind the other or to incur any obligation on the other's behalf.
Where Partner selects the Salon Only package, Company shall supply:
(a) access to all Product lines, comprising Genius Wefts, Keratin Bonds, Toppers and Fashion Colors;
(b) one branded Color Ring, produced to the colors selected by Partner;
(c) forty (40) branded hair hangers and branded hang tags;
(d) twelve (12) branded hair boxes;
(e) fifty (50) branded translucent hair bags;
(f) design files for branded stickers and aftercare cards;
(g) two (2) branded boar and nylon hair extension brushes;
(h) wholesale pricing on each order placed while this Agreement remains in force; and
(i) Guarantee coverage at the Brand Partner tier, subject to Section 8.
Where Partner selects the Salon and Online package, Company shall supply all items listed in Section 3.1, save that the quantities at Sections 3.1(d), 3.1(e) and 3.1(g) are replaced by the quantities set out below, together with:
(a) thirty-six (36) branded hair boxes, in place of the quantity at Section 3.1(d);
(b) one hundred (100) branded translucent hair bags, in place of the quantity at Section 3.1(e);
(c) ten (10) branded boar and nylon hair extension brushes, in place of the quantity at Section 3.1(g);
(d) branded ribbon;
(e) twenty-five (25) branded gift bags;
(f) the Partner Store, built by Company and operated on Shopify, with no monthly fee payable to Company while this Agreement remains in force, subject to Sections 5.3 and 5.4. Partner pays Shopify directly for its own Shopify plan, which is an ongoing monthly cost to Partner and is not included in the Brand Build Fee. See Section 5.2; and
(g) custom Product colors, named by Partner in accordance with Section 3.5.
Company's target is to launch Partner's brand within thirty (30) days of the Effective Date.
This target is an estimate only and does not constitute a guaranteed delivery date. Company does not warrant launch by any date, and no remedy arises from launch occurring after the target period.
The target period commences only upon Company's receipt of all items listed in Section 6.1 in a form usable by Company, and is suspended for any period during which Company awaits Partner's response, approval or materials.
The target period is further conditional upon the stages of Company's manufacturing, production and shipping processes, certain of which are performed by third parties and are outside Company's reasonable control. Delay arising from Partner's acts or omissions, from Partner's suppliers, or from any such third party does not reduce the target period.
The Brand Build Fee purchases the deliverables set out in this Section 3 and does not include Products. Products are purchased separately, order by order, at Partner's wholesale pricing.
Partner's package includes one (1) Color Ring. Additional Color Rings may be purchased at $500 each.
Partner submits its custom color names on one occasion only. Names are printed as submitted and approved by Partner.
Company shall not provide replacement Color Rings or replacement color ring tabs on account of spelling errors, typographical errors or other defects in the color names supplied and approved by Partner.
Upon Company's receipt of the Brand Build Fee in full, Company hereby assigns to Partner, absolutely and irrevocably, all right, title and interest, including all intellectual property rights, in and to the Brand Assets, comprising:
(a) the brand name and any trading names created for Partner;
(b) the logo, wordmark and all design variations thereof;
(c) all packaging artwork, label artwork, sticker and aftercare card designs, and hang tag designs created for Partner under this Agreement;
(d) the Color Ring design and Partner's custom color names; and
(e) the design and content of the Partner Store, excluding the Company Materials and any third-party software.
Company retains all right, title and interest in and to the Company Materials. Nothing in this Agreement transfers, assigns or licenses any right in the Company Materials to Partner except as expressly stated in Section 4.3.
All Product Imagery remains the exclusive property of Company.
Company grants to Partner a non-exclusive, non-transferable, non-sublicensable, revocable licence to display the Product Imagery solely in connection with the marketing and sale of Products supplied by Company under this Agreement.
This licence terminates automatically upon termination or expiry of this Agreement. Upon such termination the Product Imagery shall be removed and the proprietary fulfilment integration shall cease to function. Partner's Brand Assets, Partner Store and customer list are unaffected and remain Partner's property, in accordance with Section 11.4.
Partner grants to Company a non-exclusive, royalty-free licence to use the Brand Assets solely to manufacture, package, label, store, ship and support the Products, and to operate on the Partner Store for those purposes.
This licence terminates on termination or expiry of this Agreement, save that Company may complete fulfilment of orders already placed in accordance with Section 11.4.
Company shall not name Partner, display Partner's brand, or identify Partner as a brand partner in any marketing, case study or portfolio without Partner's prior written consent.
Partner may withdraw any such consent by written notice, whereupon Company shall cease the relevant use on a going-forward basis.
Partner represents and warrants that its chosen brand name and any marks supplied by Partner do not infringe the rights of any third party and that Partner is entitled to use them.
Company does not conduct trademark searches and does not advise on trademark matters. Partner is advised to obtain independent legal advice before selecting a brand name.
Any third-party challenge to Partner's brand name shall be resolved by Partner at Partner's cost, and Partner shall reimburse Company for any costs Company reasonably incurs in connection with such challenge.
The Partner Store is the property of Partner. Upon completion of the build, Company shall initiate transfer of the Partner Store to Partner's own Shopify account.
Transfer completes only once Partner accepts it and provides Shopify with a valid payment method and such other details as Shopify requires. Those steps are Partner's to take, and Company cannot take them on Partner's behalf. No date is fixed for completion of the transfer, and Company is not in breach of this Agreement, and no remedy arises, where transfer is delayed by Partner's acts or omissions or by Shopify.
Company shall not be treated as owning or operating the Partner Store during any period before transfer completes.
The Partner Store is owned by Partner and is not hosted, owned or operated by Company. Shopify hosts the Partner Store under Partner's own Shopify account.
Partner is solely responsible for all fees, plans, subscription charges, application and add-on charges, transaction and payment processing fees, taxes, and other obligations owed to Shopify or to any third-party provider in respect of the Partner Store from the date of transfer, and for Partner's own compliance with Shopify's terms of service and those of any such provider.
Partner is solely responsible for all liabilities arising from the operation of the Partner Store, including the collection and remittance of any sales, use or other tax arising on sales made through it.
Company's obligations in respect of the Partner Store are limited to building the Partner Store, applying Partner's branding to it, and configuring it to operate with Company's proprietary fulfilment integration.
Company is not responsible for the uptime, availability, performance, security or continuity of Shopify or any other third-party platform, and gives no warranty in respect of any of them.
Company is not retained for, and is under no obligation to perform, any development work, customisation, feature request, integration, maintenance or other technical task beyond the scope stated in this Section 5.3.
Company is under no obligation to provide revisions to branding or graphic design more than thirty (30) days after delivery of the relevant asset to Partner.
Partner shall provide to Company: its brand name; its logo, or a brief sufficient for Company to design one; its packaging color selections; its color selections for the Color Ring; and, where the Salon and Online package applies, its preferred store address.
Partner shall respond to each approval request within five (5) business days. Failure to do so suspends the target period under Section 3.3.
Company shall design and produce Partner's branded packaging, produce the Color Ring, prepare Partner's design files, build the Partner Store where applicable, hold stock at Company's facility, and pack and ship each order in Partner's branding.
Company's name shall not appear on Partner's packaging, labels or customer-facing communications.
Company provides no support of any kind directly to Partner's customers. All customer-facing service, enquiries, complaints and communications are the sole responsibility of Partner.
Partner shall pay wholesale pricing on each order.
Company may amend wholesale pricing on thirty (30) days' prior written notice, delivered to the email address recorded on Partner's account. Orders already placed at the time such notice takes effect shall not be repriced.
As at the Effective Date, no minimum order quantity and no minimum volume commitment applies, and Partner's wholesale pricing and Guarantee coverage do not depend upon order volume.
Company may introduce or amend minimum order or volume requirements on thirty (30) days' prior written notice, delivered to the email address recorded on Partner's account, on the same basis as a pricing amendment under Section 7.1.
The Brand Build Fee is payable in full before Company commences work.
Company does not offer financing. Any third-party payment option available at checkout is a matter between Partner and that provider, and Company is not a party to it.
Products are payable at the time of order. Company is under no obligation to ship any Product for which payment has not been received.
Where a payment fails or is reversed, Company may suspend shipments until the matter is resolved, and may suspend Partner under Section 11.2A.
Any amount which is charged back, reversed or otherwise recalled after Company has shipped the relevant Product remains owed by Partner, and Company may recover it by charging any payment method Partner holds on file, or by set-off against any credit, refund or replacement otherwise due to Partner.
This Section 7.5 does not apply to an amount Company has agreed to refund.
Where a customer places an order through the Partner Store, Company's obligation to fulfil that order is conditional upon Company being able to charge Partner for the relevant Products at the time of the customer's transaction.
Where that charge fails for any reason, the order shall not be fulfilled. Company shall have no liability to Partner or to Partner's customer for any loss, delay, cancellation or reputational harm arising from a failed or declined charge.
Partner shall maintain a valid payment method at all times. Company recommends that Partner maintain both a primary and a backup payment method in the brand partner portal.
Partner is covered at the Brand Partner tier up to $3,000 per year in replacement hair, with 48-hour priority claim review and dedicated account support.
The Guarantee covers manufacturing defects and quality failures in Products supplied by Company.
Misuse, chemical damage and improper application are excluded from coverage.
The coverage limit resets annually from the date of Partner's first purchase. The limit applies to the replacement value of the Product and not to any retail price charged by Partner.
Coverage is conditional upon Partner completing and submitting Company's claim form in full, including the order number and all required photographs and documentation.
A claim not submitted through that form is not covered. Where a claim is submitted but omits required documentation, Company shall notify Partner of what is outstanding, and the claim remains open for fourteen (14) days from that notice. A claim not completed within that period is not covered.
Brand Partner claims are reviewed within forty-eight (48) hours of receipt of a complete claim. Approved replacement Product is shipped to Partner, up to Partner's annual coverage limit.
Company assesses each claim at its sole discretion, and Company's determination as to whether the Product was defective is final. Company may request further information, and may inspect or require the return of the Product before approving a claim.
Where Company determines that a claim arises from application, chemical processing, aftercare, or the condition of the client's own hair rather than from a defect in the Product, the claim is not covered.
Where Partner submits repeated claims which Company determines do not arise from defects in the Product, Company may suspend Partner's right to make further claims under this Section 8 on written notice, at Company's sole discretion.
Company shall state its reasons in that notice. Suspension does not affect Partner's wholesale pricing, Partner's right to place orders, or any other provision of this Agreement, and Company may lift the suspension at any time.
The Guarantee is given to Partner alone. Partner's customers acquire no rights under it and have no claim against Company.
Any warranty, guarantee or remedy Partner elects to offer its own customers is given by Partner in its own name and at its own cost, and does not bind Company.
The Guarantee is Partner's sole and exclusive remedy in respect of defective Product. To the fullest extent permitted by law, it is given in place of all other warranties, conditions and terms, whether express or implied.
Partner may sell branded Products to its own clients, in its salon, through its own point of sale, and through the Partner Store where applicable.
Partner may resell to other stylists. Partner may order any quantity for its salon. Retail pricing to Partner's customers is determined solely by Partner.
This Agreement is non-exclusive and grants no territory. Company may supply other partners in Partner's city, state or any other location, including partners who compete directly with Partner.
Partner may describe and market its Products as it sees fit.
Company makes its own published statements as to Product, sourcing and specification, upon which Partner may rely. Any statement made by Partner beyond Company's published statements is Partner's own representation to its customer and not Company's.
Partner is responsible for each claim it makes and shall reimburse Company for any loss Company suffers arising from a claim made by Partner that Company has not published.
Partner shall not:
(a) state or imply that Company endorses or guarantees Partner's business, as distinct from the Product;
(b) use Company's name, marks or brands in Partner's marketing without Company's prior written consent; or
(c) make any claim as to sourcing, origin or Product specification that contradicts Company's published statements.
Each Party shall keep confidential all non-public information of the other Party disclosed in connection with this Agreement, including pricing, processes, supplier information, systems and customer data ("Confidential Information"), and shall use it only for the purposes of this Agreement.
Partner shall not disclose, publish or imply the identity of any supplier, manufacturer or source of the Products, in any forum, at any time, including after termination of this Agreement. This Section 10.2 survives termination indefinitely.
Company shall not publicly disclose that Partner's brand is produced under a private label arrangement with Company.
Partner may disclose that Partner's brand is private label, provided that Partner does not identify Company or any supplier, manufacturer or source of the Products, which remain subject to Section 10.2.
Partner acknowledges that private label and contract manufacturing are ordinary and widespread practices in the hair extension industry, and that the existence of such an arrangement is not inherently damaging to a brand.
Partner further acknowledges that the arrangement may become known through means outside either Party's control, including product comparison, packaging or shipping characteristics, third-party analysis, public records, or disclosure by a person not bound by this Agreement.
Disclosure by any such means does not constitute a breach by Company, and Partner shall not bring any claim against Company in respect of it.
Company takes every precaution reasonably available to it to preserve the confidentiality of Partner's affiliation with the Programme. Company provides no compensation, indemnity or other remedy in respect of information that becomes known, and no such disclosure gives rise to any right of set-off, refund or damages.
The obligations in this Section 10 do not apply to information that is already in the public domain otherwise than by breach of this Agreement, was lawfully in the receiving Party's possession before disclosure, or must be disclosed by law or court order, provided that the receiving Party gives prior notice where lawfully able to do so.
Partner may cease placing orders at any time, for any reason, without notice and without penalty. Partner is under no obligation to purchase any Product.
Partner may terminate this Agreement by written notice to Company.
Company may terminate this Agreement immediately on written notice where Partner:
(a) initiates a chargeback in respect of a payment properly owed;
(b) fails to pay any amount when due;
(c) makes statements concerning Company, its personnel or its Products which Partner knows to be false;
(d) behaves abusively toward Company's personnel;
(e) breaches Section 10 (Confidentiality);
(f) breaches Section 9.4 (Prohibited conduct); or
(g) uses the Products or the arrangement unlawfully.
As an alternative to termination, Company may suspend the supply of Products, Partner's wholesale pricing, Partner's access to the brand partner portal, or any of them, on written notice, where any ground in Section 11.2 applies or where a payment by Partner has failed, been reversed or been charged back.
Company shall state its reasons in that notice. Suspension does not terminate this Agreement, and Company may lift a suspension at any time, including upon the matter giving rise to it being resolved.
During a suspension, Partner's obligations under this Agreement continue, and orders already paid for shall be shipped in accordance with Section 11.4(a).
Suspension is without prejudice to Company's right to terminate under Section 11.2 or Section 11.3, whether in respect of the same matter or otherwise.
Company may terminate this Agreement for any other reason on thirty (30) days' prior written notice.
Upon termination of this Agreement:
(a) orders already paid for shall be shipped;
(b) Company's proprietary fulfilment integration shall be disconnected from the Partner Store at the end of the notice period, or immediately upon termination for cause under Section 11.2, whereupon the Partner Store shall cease to draw stock, pricing or fulfilment from Company. The Partner Store itself remains live, on Partner's own Shopify account, under Partner's sole control, together with its content, its customer data and its order history, in accordance with Section 5.2;
(c) Partner retains the Brand Assets, all intellectual property assigned under Section 4.1, its packaging and its customer list;
(d) Partner's wholesale pricing, Guarantee coverage and the licence granted under Section 4.3 terminate;
(e) Sections 4.2, 7.5, 8.6, 9.3, 10, 12, 13 and 14 survive, together with any other provision which by its nature should survive; and
(f) the Brand Build Fee is not refunded, having been paid in respect of work already delivered.
Should Company elect to cease operating the Programme, Company shall give Partner ninety (90) days' prior written notice. For a further ninety (90) days following expiry of that notice period, Partner may continue to place orders at Partner's then-current wholesale pricing.
Partner retains the Brand Assets, its intellectual property and its customer list. The Brand Build Fee is not refunded.
The Brand Build Fee is non-refundable once work has commenced.
For the purposes of this Section 12, "work has commenced" means Company's first design work on Partner's brand.
Prior to commencement of work, Partner may cancel this Agreement and receive a full refund of the Brand Build Fee.
Nothing in this Section 12 affects any cancellation right Partner has under applicable consumer protection law.
Partner is responsible for all acts and omissions occurring in the course of its own business, including consultation, application, aftercare advice, assessment of the condition of a client's own hair, and the work of any person Partner employs or engages.
Company shall have no liability to Partner, or to Partner's clients, stylists, staff or customers, in respect of any claim arising from application, installation, aftercare, service quality, or any advice given by Partner or its personnel.
Partner shall indemnify Company against all reasonable losses, costs and expenses arising from:
(a) Partner's application or service work;
(b) any claim made by Partner as to the Products beyond Company's published statements;
(c) Partner's breach of this Agreement; and
(d) Partner's use of a brand name it was not entitled to use.
Company's aggregate liability under or in connection with this Agreement shall not exceed the total fees paid by Partner to Company in the twelve (12) months preceding the event giving rise to the claim.
Company shall not be liable for loss of profit, loss of business, loss of customers, loss of goodwill, or any indirect or consequential loss, in each case however arising.
Nothing in this Agreement excludes or limits any liability which cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.
Partner may assign or transfer this Agreement upon a sale of Partner's salon or business, provided that Partner gives Company written notice of the transfer and of the identity of the transferee. Partner shall give that notice as soon as reasonably practicable and in any event within thirty (30) days of the transfer.
The transferee takes this Agreement subject to its terms, including Section 10 (Confidentiality). Company may decline to supply a transferee only where Company would be entitled to terminate under Section 11.2.
The Parties are independent contractors, in accordance with Section 2.3.
This Agreement constitutes the entire agreement between the Parties as to its subject matter and supersedes all prior agreements, representations, statements and understandings, whether written or oral, including any statement made in the course of a sales call.
Each Party acknowledges that it has not relied on any representation not expressly set out in this Agreement.
No variation of this Agreement is effective unless in writing and signed by both Parties, save that Company may amend wholesale pricing under Section 7.1 and minimums under Section 7.2 in accordance with those Sections.
No failure or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right.
If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect.
This Agreement is governed by and construed in accordance with the laws of the State of North Carolina. The state and federal courts located in Mecklenburg County, North Carolina have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement.
Notice under this Agreement shall be given in writing, by email to the addresses set out below, or by post to the addresses set out at the head of this Agreement.
To Company: [email protected]
To Partner: the email address recorded on Partner's account.
This Agreement may be executed electronically. Partner's electronic signature, together with the date of signature, is recorded against Partner's account and constitutes execution of this Agreement by Partner.
By signing below, Partner acknowledges that it has read and understood this Agreement and agrees to be bound by its terms.
Partner's signature and the date of signature are recorded against Partner's account.