Independent Contractor Agreement

Please read this Independent Contractor agreement carefully before completing the online application that follows. This agreement sets forth the terms and conditions of your relationship with IntelliShop, LLC (hereinafter referred to as “IntelliShop”).

1. Individuals (hereafter "shoppers" or "shopper") who accept assignments from IntelliShop, are Independent Contractors and are NOT employees or agents of IntelliShop, and IntelliShop is not your employer. IntelliShop may request your services from time to time on an assignment basis. You are always free to provide your services to other mystery shopping companies. By accepting this agreement, you warrant that i) you are a self-employed professional mystery shopper, ii) you do not rely exclusively on IntelliShop for obtaining access to client opportunities, and iii) any office you may work out of is separate and independent from IntelliShop.

2. IntelliShop will not withhold income, social security, or any other taxes from any compensation you are due or may receive from IntelliShop, and IntelliShop will not pay any other taxes on your behalf. You are solely responsible for any taxes due from any compensation you receive from IntelliShop. If your total compensation from IntelliShop exceeds $600.00 (six-hundred dollars) in a calendar year, IntelliShop will issue you a 1099 form, in compliance with IRS regulations.

3. A scheduling representative from IntelliShop may contact you to offer mystery shopping or other assignments. You are under no obligation to accept any assignments offered and IntelliShop is under no obligation to provide you with any assignments.

4. The compensation for each assignment offered by IntelliShop is clearly stated during the scheduling and confirmation process. In addition to compensation, there may be other considerations offered with specific assignments that hold value for you. However, by agreeing, you acknowledge and agree that you shall have no right to, and hereby waive any right to seek or accept, any benefits under any benefit programs, such as paid time off, health benefits or retirement benefits, that IntelliShop or a client maintains for its respective employees.

5. Some clients require that shoppers make purchases of their goods and/or services as an integral part of the evaluation program for that client. In such cases, the client will set forth the guidelines for which goods and/or services, and dollar amounts, and shoppers will pay for them at the time of the evaluation, and then be reimbursed by the client (via IntelliShop as client program coordinator), up to the limits specified. All such reimbursements require a valid, accurate receipt, and the shopper understands that reimbursement may be withheld if such a receipt is not provided to IntelliShop.

6. The primary purpose of the assignment(s) you have accepted are to provide our clients with information so that they can improve their customers’ experience and their company’s overall performance; this often involves not only a general customer experience, but also things that are confidential to our clients and that a typical customer may not look for or identify during a typical visit. Our clients demand that all such assignments remain completely confidential. Contractor may not disclose the details of the assignment, experience, report, etc. in any manner, using their real name, any alias or under anyone else’s name etc. in any public or private forum, website, written or electronic communication. This includes, but is not limited to, all social media websites, user review websites, post visit surveys, forums, podcasts, newspaper, magazine, radio interviews, television interviews, social networking websites, and any verbal or nonverbal conversation. Should you post such reviews, your evaluation will be excluded, you will not be paid, and you will be deactivated from our shopper panel and no longer receive assignment offers.

7. The guidelines set forth by IntelliShop for each assignment pertain only to the data or other information requested by our clients, and not to the specifics of how you conduct the assignment. Shoppers will only be paid upon IntelliShop receiving the mystery shop evaluation or other information within the time frame specified and agreed upon, and per the shop guidelines and supplementary documentation, including but not limited to the shop “comments”, as set forth by our clients. If any evaluation or other information relevant to an assignment is not received within the timeframe or per the client’s guidelines and supplementary documentation, the shopper understands that they may not be paid for that assignment. If there is any conflict between the terms or conditions of this Agreement and those contained in a description of an opportunity, the opportunity description shall govern.

You accept full responsibility for completing a project that you agree to perform hereunder, including the duty to correct (at your sole expense) any project deliverable that is deficient.

8. Periodically, shoppers are asked to put themselves or their property in situations from which a dispute may result, for example: an auto repair that may have not been done correctly, body damage to one's car in a parking lot, a bad haircut, food poisoning, etc. You acknowledge that these random, unforeseeable situations are very rare, but even when they occur in connection with an evaluation, they are not IntelliShop’s or its client’s fault or responsibility. Your recourse is to contact the establishment (only after you receive permission from us) to resolve the issue just as you would with any other consumer complaint. We will attempt to assist you as well. You acknowledge that ultimately, as an Independent Contractor, the risk you undertake is your own. You should contact your insurance company with any questions or claims.

9. If an evaluation involves the drinking of alcohol, you may refuse the assignment. If you accept an evaluation that requires the drinking of alcohol, you must either take a designated driver with you and/or minimize your intake so that you can be sure of driving legally and safely. You acknowledge that it is your responsibility to ensure that you do not drive while impaired. If you find yourself in an intoxicated state where you cannot safely and legally drive and have no one to assist you, we will pay for a taxi or for lodging but must remove you from our database as a result.

10. You acknowledge that you are solely responsible for providing any and all tools, supplies, equipment and transportation, and for all expenses that you incur in connection with the performance of projects. You acknowledge that as an Independent Contractor, you are responsible for having your own insurance for whatever type of activity you might be involved with while performing shops. Contact us for more information on this item if you require it. You are also responsible for obtaining any licenses or certificates that are required by law to provide your services, if any are required.

11. Payments for assignments completed successfully will be made only via PayPal, www.paypal.com, an online payment service. No checks or other methods of payment will be issued. It is the Independent Contractor’s responsibility to review all PayPal guidelines and establish their own account before accepting assignments from IntelliShop. IntelliShop in no way assumes any liability for any obligations of PayPal.

12. Payments will be issued on the 20th of the month following the month in which your acceptable shop was conducted, provided that the shop was accepted and any required updates were timely made.If the 20th falls on a weekend or recognized holiday, payment is issued the next business day. IntelliShop reserves the right to revise this schedule at its discretion.

13. You are not to duplicate or disseminate any of IntelliShop, LLC’s or its client’s materials, or any part thereof, in any way or form, without prior written consent of IntelliShop.

14. You warrant that if you are a current or ex-employee, or a friend or an immediate family member of a current or ex-employee of any IntelliShop client or our client’s competitors, you will not accept any mystery shopping or other assignments, or read, disseminate, copy, or reproduce any information about any IntelliShop clients in any manner whatsoever.

15. You agree that you will never: (1) disclose the names and/or locations of IntelliShop clients to anyone; (2) convey the results of your findings with anyone other than IntelliShop; (3) contact IntelliShop’s client’s management or other personnel in regard to the assignment (unless expressly authorized to do so in writing by IntelliShop); (4) use any of IntelliShop’s or its clients’ information or materials for purposes other than the agreed-upon assignment. Completed reports and other information gathered during an assignment are for the exclusive use and knowledge of IntelliShop and its clients. All questionnaires, forms and other materials are copyrighted and remain the exclusive property of IntelliShop and/or its clients.

16. Neither IntelliShop, LLC nor its clients are liable for any accidents, injuries, losses, legal liabilities, physical actions, or other negative occurrences to the shopper before, during or after the evaluation or when visiting a client’s location, and/or utilizing a client's product or service. Furthermore, the shopper agrees to indemnify and hold harmless and make no claim against IntelliShop, its employees, agents or other representatives, and its clients, relevant to any claim asserted against another party. The shopper hereby expressly agrees that IntelliShop’s clients are intended third-party beneficiaries to this Agreement, with all legal rights to enforce this Agreement, but without any obligation to either party.

17. In the event you are unable to perform an accepted assignment, you agree to notify IntelliShop, LLC promptly by phone or email so that the assignment can be offered to another shopper.

18. IntelliShop will not share your personal profile information, including but not limited to your Social Security Number or Tax ID, with anyone. However, IntelliShop may provide demographic information supplied in your profile to its clients, and may from time to time share your name, email address, and mailing address with friendly competitors, which will provide you with more shopping/income opportunities. In the event that IntelliShop is purchased by or merges with another company, the purchasing or merged company may absorb IntelliShop’s shopper database including your personal profile information. In the event that IntelliShop is purchased by or merges with another company, this agreement transfers with the ownership and does not terminate.

19. This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Ohio, except for its conflicts of laws principles. Each party irrevocably consents to the exclusive jurisdiction of the courts of the State of Ohio and the federal courts situated in that state in connection with any action to enforce the provisions of this Agreement, to recover damages or other relief for breach or default under this Agreement, or otherwise arising under or by reason of this Agreement.

20. This Agreement supersedes any and all prior agreements and understandings, oral or written, express or implied, and it may be amended only by a writing signed by both parties.

21. The initial term of this engagement shall be the 12-month period commencing on the date hereof. This Agreement shall be extended for additional one-year terms, unless either party advises the other in writing at least thirty (30) days prior to the end of a term that it does not intend to extend the Agreement.

22. I understand that by clicking "I Agree" below, I am expressing my interest in participating in assignments from IntelliShop as an Independent Contractor, and not as an employee or agent of IntelliShop in any way. If my services are retained, I will be solely responsible for reporting all income received from IntelliShop, LLC, and for paying all pertinent federal, state, and local taxes, and any other taxes and/or assessments levied by governmental authorities, as well as all other pertinent liabilities or payments. I understand that during my participation in the assignment(s), I will remain free to perform services for any other person or business, so long as I abide by the terms and conditions stated herein. I also understand that my participation is not guaranteed, that IntelliShop may discontinue my services at any time and for any reason with notice it deems appropriate. I am free to cancel assignments I have accepted, per the terms stated herein. I certify that all information given on the shopper application is complete, accurate and true, and that any falsification of information on this questionnaire and/or failure to supply requested information will result in disqualification from the program.

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