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1. You hereby represent and warrant that the information you provided in the registration form you completed is true and accurate. Misrepresentation of the truth will be sufficient cause for disqualifying you from being informed of any additional client opportunities.
2. Please read this document carefully. It describes the general terms and conditions governing your eligibility to obtain access to client opportunities through Shared Insight, Inc. ("Shared Insight"), and contains an agreement to arbitrate disputes, which is fully described in the last section of this agreement. Each time you agree to and commit to perform a client opportunity offered hereunder, you will create a separate, stand-alone, contractual relationship.
3. This agreement creates a business-to-business relationship by and between you in your capacity as a self-employed professional mystery shopper ("Contractor") and Shared Insight. As such, neither party to this agreement is an agent of, or is authorized to transact business, enter into agreements, or otherwise make commitments on behalf of, the other party. Neither party is an employee, partner, or joint venturer of or with the other party for any purpose, including but not limited to federal, state or local taxes or any applicable labor or employment law or regulation.
4. This agreement does not in any way restrict Contractor from performing services for others, from obtaining access to client opportunities through other means, or from marketing Contractor’s services to clients directly. Contractor represents and warrants to Shared Insight that Contractor does not rely upon Shared Insight as its sole source for obtaining access to client opportunities to perform mystery shopping services, and recognizes that Shared Insight, itself, is not engaged in providing mystery shopping services, but rather functions as an intermediary through which Contractor, as an independent, freelance, professional mystery shopper, can gain access to mystery shopping opportunities.
5. Shared Insight periodically may inform Contractor about client opportunities. Each such offer will include a description of the client objective and the fee the client proposes to pay for accomplishing the objective. Contractor retains the right to accept, refuse, or negotiate the contractual terms of all client opportunities offered hereunder. Contractor agrees not to accept any client opportunity if the performance of such opportunity would be unethical, create a conflict of interest, or violate any legal duty that Contractor owes to a third party.
6. If Contractor accepts and commits to perform a client opportunity, and thereby creates a “client engagement,” a contractual relationship will be consummated at that time. Contractor unilaterally will determine the means and methods by which Contractor will perform a client engagement. Shared Insight shall have no right to, and will not, monitor, supervise, or control Contractor's performance of a client engagement. When Contractor performs a client engagement obtained through Shared Insight, Contractor does so on Contractor’s own account, and not for, on behalf of, or as a subcontractor to, Shared Insight. Contractor is not obligated to personally perform a client engagement, but may, at Contractor's discretion and expense, employ such assistants as Contractor deems necessary or appropriate. Upon completion of a client engagement, Contractor will be responsible for furnishing Shared Insight with a “client deliverable” meeting the client’s specifications, along with an invoice seeking payment for completing the client engagement.
7. Contractor understands that all details concerning a client engagement including the fees payable, are set by the client (not Shared Insight), that any deliverable that Contractor submits may be evaluated by the client (but not Shared Insight), and that Shared Insight’s involvement in a client engagement is limited exclusively to communicating information between Contractor and the client.
8. If a client deliverable that Contractor submits satisfies client’s acceptance criteria, and the client agrees to pay for such services, Shared Insight will disburse to Contractor the agreed-upon client payment amount. If the client refuses to pay for a client deliverable that Contractor submits, Contractor will not receive any payment for such client engagement. Contractor agrees that the entire compensation to which Contractor will be entitled for performing services hereunder will be the cash compensation agreed to by the parties; and that Contractor will not be eligible for, and shall not participate in, any employee benefit plans or programs maintained by Shared Insight or any client for which a client engagement is performed, including, but not limited to, bonus, vacation, health, pension, incentive compensation or other employee programs or policies ("Benefits Plans"). If, for any reason, Contractor is deemed to be a statutory or common-law employee of Shared Insight or a client by any governmental agency, court, or other entity, Contractor hereby waives any right to, and agrees to neither seek nor accept, any benefits under the Benefits Plans, even if by the terms thereof Contractor would be eligible for such benefits.
9. Contractor acknowledges that while providing services hereunder, Contractor will operate as an independent contractor (and not an employee) and will be solely responsible for any and all federal, state and local income, unemployment, and payroll taxes, for him/herself and its personnel, and will be solely responsible for all filing and payment obligations associated with such taxes, including but not limited to federal and state income tax, social security and self-employment taxes, and that Contractor will not be eligible for unemployment insurance benefits, unless unemployment compensation coverage is provided by Contractor or some other entity.
10. Contractor acknowledges its own responsibility for complying with any applicable workers’-compensation laws at its own expense, and agrees to hold harmless Shared Insight and its officers and owners against any liability attributable to any injury incurred by Contractor and any of its personnel while performing services hereunder.
11. It is understood that Contractor will supply all tools, transportation, personnel and equipment as may be required for fully performing a client engagement, and shall be responsible for all costs, including but not limited to, all equipment expense, licenses, fees, fines, or taxes incurred by Contractor in the operation of Contractor’s business and performing client engagements.
12. Contractor agrees to indemnify and hold harmless Shared Insight and client from and against any claims of injury, accident, disability, or damage which may occur to any person or property in connection with the performance, or Contractor’s agreement to perform, any services pursuant to this Agreement. Contractor hereby agrees to maintain general liability insurance and automobile insurance in reasonable amounts, and in accordance with any applicable laws or regulations, to ensure Contractor’s ability to satisfy any claims arising out of Contractor’s performance of services hereunder.
13. This agreement may be terminated by either party upon 30 days’ written notice to the other party. Should Contractor breach this Agreement, Shared Insight may terminate this Agreement by providing written notice to Contractor. For purposes of this Agreement, breach shall include, but not be limited to, Contractor’s misrepresentation of facts, theft, or dishonesty.
14. This agreement will be governed by, and construed in accordance with, the laws of the state in which the underlying services are performed by Contractor.
15. AGREEMENT TO ARBITRATE DISPUTES
A. Any and all disputes, controversies, or claims arising out of or relating to: (i) this agreement, including challenges to the scope, interpretation and enforceability of this Agreement to Arbitrate Disputes; (ii) Contractor’s provision of services under this agreement; and (iii) any other dispute, controversy or claim between Contractor and Shared Insight, shall be resolved exclusively and finally through binding arbitration, and not by a court or a jury. This Agreement to Arbitrate Disputes excludes any claims that, by law, may not be subject to a pre-dispute arbitration agreement.
B. Who Is Bound to Arbitrate: For purposes of this Agreement to Arbitrate Disputes, the term “Shared Insight” includes not only Shared Insight but also its officers, directors, agents, parents, subsidiaries, successors, assigns, and employees, to the extent such employees are named as co-defendants with Shared Insight or affiliated entity that employs them. The term “Contractor” includes Contractor’s heirs, successors, and assigns.
C. Federal Arbitration Act: Regardless of any other choice of law provision in this agreement, Contractor and Shared Insight agree that this agreement represents a transaction involving interstate commerce, and that the Federal Arbitration Act, Title 9 of the United States Code, covers the interpretation and enforcement of this Agreement to Arbitrate Disputes and proceedings brought pursuant to it.
D. Commencing Arbitration: A party may commence an arbitration proceeding by serving a demand for arbitration on the other party by overnight delivery or First-Class certified U.S. Mail, postage prepaid, to the last known address of the other party. The arbitration shall be held in the state where Contractor provided services. All claims shall be decided by a single, neutral arbitrator jointly chosen by the parties. If for any reason the parties cannot agree on an arbitrator, either party may apply to a court of competent jurisdiction in the location were the arbitration will be conducted for appointment of a neutral arbitrator. A court-appointed arbitrator shall act under this Agreement with the same force and effect as if selected by the parties.
E. Arbitration Proceedings: Each party shall have the right to take discovery, bring dispositive motions, call witnesses and present evidence as necessary to put forward its claims and/or defenses. Any decision rendered in such arbitration proceeding shall be final and binding on Contractor and Shared Insight, and judgment may be entered thereon in any court of competent jurisdiction.
F. Costs and Fess: In all cases where required by law, Shared Insight shall pay the arbitrator’s and arbitration fees. If under applicable law Shared Insight is not required to pay all of the arbitrator’s and/or arbitration fees, such fee(s) will be apportioned between the parties in accordance with applicable law. Each party shall pay the fees of its own attorneys. However, the arbitrator shall have the power to award attorney’s fees and costs in accordance with applicable law.
G. Class Action Waiver: Neither Contractor nor Shared Insight shall be entitled to join or consolidate claims in arbitration by or against other individuals or entities, or arbitrate any claim as a representative, class member, or in a class-wide or private attorney general capacity.
H. Confidentiality: Contractor and Shared Insight agree that any arbitration hereunder and any documents prepared in connection with any arbitration shall be confidential, and unless otherwise required by law, the existence, content, or result of any arbitration shall not be disclosed to any third party without the prior written consent of both parties.
I. Severability: If any provision or section within this Agreement to Arbitrate Disputes -- other than the Class Action Waiver clause in Section G -- is found to be illegal or unenforceable, that clause will be severed, and the remainder of the Agreement to Arbitrate Disputes will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, however, the entire Agreement to Arbitrate Disputes shall be unenforceable and the dispute shall be decided by a court of competent jurisdiction. Notwithstanding any other provision contained in this Agreement to Arbitrate Disputes, any claim that all or part of the Class Action Waiver is unenforceable, unconscionable, void, or voidable shall be decided only by a court of competent jurisdiction and not by an arbitrator.
J. Opting-Out: Contractor may opt-out of this Agreement to Arbitrate Disputes by submitting the attached Opt-out Notification to Shared Insight, Inc. by certified mail, return receipt requested, at Shared Insight, Inc. 1501 N Sepulveda Blvd, Suite E & F, Manhattan Beach, CA 90266. ATTN: Mystery Shopping Agreement within 30 days from the date of Contractor’s execution of this agreement. Contractor’s decision to opt-out will have no adverse effect on his/her relationship with Shared Insight.If Contractor does not opt out of this Agreement to Arbitrate Disputes within 30 days from the date of execution of this agreement, then Contractor accepts the terms of this Agreement to Arbitrate Disputes and they will be legally binding.Contractor has the right to consult with an attorney of his/her choosing concerning this agreement and its Agreement to Arbitrate Disputes.
BY AGREEING TO THIS AGREEMENT, BOTH SHARED INSIGHT AND CONTRACTOR KNOWINGLY AND EXPRESSLY WAIVE ANY RIGHTS TO LITIGATE CLAIMS IN A COURT, BEFORE A JURY, AND ON A CLASS-ACTION BASIS, AND TO APPEAL ANY FINDINGS OF THE ARBITRATOR EXCEPT AS MAY BE VACATED UNDER THE FEDERAL ARBITRATION ACT
By completing this form and selecting the "Continue" box below I agree to conduct this transaction electronically. I further agree that my name and email address will act as my electronic signature and render this a binding Agreement. I understand that by attaching my electronic signature below, this agreement will have the same enforceability, validity, and legal effect as if it were a traditional paper agreement signed by hand. Furthermore, I attest that I am the only person authorized to access the email address submitted below and that my email address and therefore my electronic signature are unique to me. I authorize Shared Insight to verify the information I have provided, including my electronic signature. I understand that I have the opportunity to print this form and retain a copy for my business records.
By completing the Become a Mystery Shopper sign up from using the ‘Register’ button and selecting the "I have read, accepted and understood the agreement for Accessing Mystery Shopping Opportunities, and the Terms & Conditions." box I agree to conduct this transaction electronically. I further agree that my name and email address will act as my electronic signature and render this a binding Agreement. I understand that by attaching my electronic signature, this agreement will have the same enforceability, validity, and legal effect as if it were a traditional paper agreement signed by hand. Furthermore, I attest that I am the only person authorized to access the email address submitted and that my email address and therefore my electronic signature are unique to me. I authorize Shared Insight to verify the information I have provided, including my electronic signature. I understand that I have the opportunity to print this form and retain a copy for my business records.
Opt-Out Notification – OPTIONAL
Address: ___________________________ ____________________________________ ____________________________________
I hereby elect to Opt–out of and not be bound by the Agreement to Arbitrate Disputes contained in the Agreement for Accessing Mystery Shopping Opportunities with Shared Insight, Inc
I understand that to be effective, this Opt-Out Notification must be sent to Shared Insight, Inc. by certified mail, return receipt requested, at Shared Insight, Inc. 1501 N Sepulveda Blvd, Suite E & F, Manhattan Beach, CA 90266. ATTN: Mystery Shopping Agreement within 30 days from the date of my execution of the Agreement for Accessing Mystery Shopping Opportunities with Shared Insight, Inc.
Personal Information Collected – Shared Insight, Inc.. recognizes the need for consumers to control the use and management of personal information. By personal information we mean information that can be used to identify or contact an individual. This may include, but is not limited to, a first and last name, a physical address, an email address, or a phone number. If you are visiting our site to browse or find information about Shared Insight, Inc.services, you do not need to provide any personal information. If you require additional information, however, we may collect this information so that we can provide you with the information you requested.
Automatic Information Collected – Our website makes use of various technologies to collect information about types and versions of internet browsers used when accessing our web site. This information, and information about internet IP addresses, as well as date and time web pages are visited are stored in various security and traffic logs. We review these logs, using statistical analysis, in an effort to track and predict traffic patterns and estimate resource needs. Unless we are tracking down a technical problem or we suspect either fraudulent behavior or illegal conduct we do not trace specific user sessions.
Personal Information Use – Shared Insight, Inc. uses personal information provided by you so that we can service your account. Also note that we may need to transfer that information to our agents or employees of our service providers. We will not sell or trade your information to unrelated third parties. When you submit a request you will receive an email confirmation from our system. As your request status changes you may also receive notifications via email. These notifications are considered part of our service and may not be disabled. We may also periodically send you email notifications concerning products or services. Any such notification will include instructions for opting out of future mailings.
Third Parties – We may partner with other third parties to provide various services. When you sign up for these services we will share required personal information that is necessary for the third party to provide the service to you. We take reasonable steps to ensure that these third parties are obligated to protect your information on our behalf. It is also against our policy to sell or trade information collected online without consent. We may, however, release personal information if we are legally required to do so. If we are legally compelled to release information to a third party, Shared Insight, Inc. may or may not notify you of this release. Notification will be at the discretion of Shared Insight, Inc. and will be based on the nature and conditions surrounding the release of information.
Information Control – Your company profile is accessible from our website and you may update it at any time. Our website provides you with the ability to change your phone numbers, physical addresses, and email address information stored in your profile. You may also write to us at the address listed at the bottom of this policy to request that we make the change for you.
Children – Shared Insight, Inc. website is targeted to mature adults and as such is not meant to attract children. We do not intend to collect personal information from anyone we know to be under thirteen years of age. If you are the parent or guardian of a child under thirteen years of age and believe that your child has disclosed personally identifiable information to us, please contact us so that we may remove the child’s information.
Confidentiality and Security – Shared Insight, Inc. takes reasonable steps to ensure that your information is protected. Internally, we limit access to your information to those employees or agents who we believe have reasonable need to use the information to provide products or services to you, or to perform their jobs.
Notifications – This web site may send you notifications via email in order to service your Shared Insight, Inc. account. These notifications are considered part of our service and may not be disabled. We will send the email but we cannot guarantee delivery. You are responsible for providing a valid email address and for updating it when your address changes.
Please direct all privacy/usage related questions and concerns to the following address: email@example.com
Use of the Shared Insight, Inc. website (the “Site”) and the content contained herein (the “Site”) is governed by the terms of this Agreement (the “Agreement”) between you and Shared Insight, Inc. (“Shared Insight, Inc.”). Your use of this Site constitutes your unconditional agreement to be bound by the terms of this Agreement.
If you do not agree with the terms and conditions of this Agreement, you must immediately cease using this Site.
1. The Site is subject to protection under copyrights, trademarks and/or other intellectual property rights owned, controlled or licensed by Shared Insight, Inc. and its affiliates or by third parties. These rights are protected by common law, state laws, and U.S. and international laws. Shared Insight, Inc. expressly reserves all rights, titles, and interests in and to all copyrights, trade names, logos, patents and other intellectual property and proprietary rights in and to the Site, including but not limited to any images, photographs, animations, video, audio, music, text, and “applets”; the overall “look and feel”, processes, software, technology, and other materials which appear on this Site; and the business processes used to market products and services. You agree that your rights are limited to those granted herein, and you will not acquire any rights except as expressly set forth in this Agreement.
2. You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, (a) accessing data not intended for your use or logging onto a server or an account which you are not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with service to any user, host or network, including without limitation, via means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mailbombing” or “crashing;” or (d) sending unsolicited email, including promotions and/or advertising of products or services. Violations of system or network security may result in civil or criminal liability.
3. The Site may contain robot exclusion headers. Much of the information on the Site is updated on a regular basis and is proprietary or is licensed to Shared Insight, Inc. by our suppliers and other third parties. You agree not to use any device, technique, software, system or routine to interfere or attempt to interfere with, or to otherwise circumvent the proper working of this Site or any activity being conducted on this Site. You agree, further, not to use or attempt to use any engine, device, technique, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, scrapers, avatars or intelligent agents) to navigate, access or search this Site, other than generally available third party web browsers such as Microsoft Internet Explorer(tm), Netscape Navigator(tm), and Mozilla Firefox(tm). Additionally, you agree that you will not take any action that imposes or may impose (in the sole discretion of us or our suppliers affected by your action) an unreasonable or disproportionately large load on our infrastructure, or the bandwidth or infrastructure of the company that hosts this Site, or bypass the robot exclusion headers or other measures on this Site or on the host servers that may be used to prevent or restrict access.
4. Shared Insight, Inc. will not be liable for damages resulting from any failure caused by events beyond its control, by any act of God, such as a power failure, or by any other cause not within the control of Shared Insight, Inc..
5. If you violate any of the terms or conditions of this Agreement, this Agreement terminates immediately without notice. Shared Insight, Inc. may deny access to the Site to you and anyone claiming by or through you without liability to anyone. Shared Insight, Inc. shall have all additional rights and remedies at law and in equity arising from such violation. Further, you agree to indemnify, defend and hold Shared Insight, Inc., and its affiliates, suppliers, employees and agents harmless from all claims, actions, losses, liabilities, damages, costs and expenses (including attorneys fees) arising out of or relating to any such prohibited use of the Site. If you violate or infringe upon the rights of any third party, they have all remedies at law and in equity to enforce their rights against you to the extent applicable arising from your actions.
6. Any delay or failure to act with respect to a breach of this Agreement by you or others does not constitute a waiver and shall not limit such rights with respect to such breach or any subsequent breaches. This Agreement shall be governed by and construed in accordance with the laws of the State in which Shared Insight, Inc. resides. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remainder of this Agreement, which shall be given full effect without regard to the invalid portions.
7. This Agreement represents the entire agreement between you and Shared Insight, Inc. regarding the use of the Site.
Please direct all privacy/usage related questions and concerns to the following address: firstname.lastname@example.org