PLEASE CAREFULLY READ THE FOLLOWING AGREEMENT. YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THE AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, PLEASE DO NOT PROCEED.
- Duties:Sweven Media agrees to engage you to perform mystery shopping services (“Mystery Shopping Services”), namely, monitoring and evaluating shops and reporting customer service levels to Sweven Media in accordance with the instructions set by Sweven Media on a restaurant by restaurant basis. Sweven Media shall set deadlines for the performance of the Mystery Shopping Services at the beginning of each visit and you agree that you will make yourself aware of these deadlines and will complete all the Mystery Shopping Services by the deadline. Reports must be sent to Sweven Media within twenty-four (24) hours of monitoring the restaurant and Sweven Media may reject, in it its sole discretion, any reports generated from the Mystery Shopping Services that are not in compliance with Sweven Media instructions.
- Representation:All mystery shops can only be performed by the shopper that was hired to complete these restaurants. A shopper asking any other person to complete their assignments on their behalf is considered to be misrepresentation or fraud and may be subject to legal action by Sweven Media Inc. This includes completing the assignments, filing reports or any other activity that a shopper is claiming to have completed for Sweven Media or their clients.
- Compensation:Sweven Media shall compensate you for all Mystery Shopping Services at the rate as specified for each assignment. The number of assignments is not subject to any guaranteed minimum. Sweven Media shall not be liable to you for any expenses incurred by you except those pre-authorized by Sweven Media.
- Independent Contractor Status:The relationship of Sweven Media and you established by this Agreement is that of independent contractors. You have no authority to act on behalf of or enter into any contract, incur any liability or make any representation on behalf of Sweven Media. You agree that you are responsible for all financial disbursements for transportation, income taxes, vehicle insurance, and worker’s compensation.
- Warranty:You agree to do everything possible and required to protect and maintain a high ethical standard in the conduct of performing the Mystery Shopping Services for Sweven Media. Without limiting the generality of the foregoing, you shall maintain a proper attitude towards the public, Sweven Media and its fellow Sweven Media mystery shoppers and associates and you agree to dress appropriately for all restaurants in which Mystery Shopping Services are performed for Sweven Media. You acknowledge that adherence to procedures, policies and rules as provided by Sweven Media from time to time is a material term of this Agreement.
- Legal Compliance and Waiver:You further agree that while carrying out the duties of the Agreement, you shall abide by all national, provincial/state and local laws governing mystery shopping services and the rules of conduct established under provincial/state and federal statutes. Without limiting the generality of the foregoing, you agree to maintain automobile insurance in an amount equal to the minimum amount required by law and that you will bear all responsibilities for any damage, injury or death involving an accident by you.
- Indemnity:You agree to indemnify, hold harmless and, upon Sweven Media’s request, defend Sweven Media and its directors, officers, employees and agents from and against all loss, liability, damages, claims and expenses, arising out of claims or suits for damage or injury to persons or property in connection with, in whole or in part (i) any negligent act, omission, or willful misconduct of you in the performance of the Mystery Shopping Services or (ii) your failure to comply with federal, state/provincial or local law.
- Confidentiality:All observations, information, materials and documentation of any kind or nature pertaining to the clients of Sweven Media acquired, obtained or discovered by you in the course of performing the Mystery Shopping Services, shall at all times, both during such engagement and thereafter, be kept in the strictest confidence. All such observations, information, materials and documentation shall at all times be and remain the property of Sweven Media, and except as may be directed by Sweven Media, you shall not at any time, during such engagement or thereafter, disclose same by any means to any other person, firm or corporation. It is acknowledged that you owe a duty of confidentiality both to Sweven Media and to the clients of Sweven Media, and that breach of such duty of confidentiality could foresee ably lead to serious damage to the business and reputation of Sweven Media and/or its clients.
- Restricted Business Practices:
In the performance of Mystery Shopping Services under this Agreement, you may become familiar with confidential information of Sweven Media and its clients. Therefore, you hereby acknowledge that you could cause grave harm to Sweven Media if you provided similar mystery shopping services for a competitor in certain circumstances. Accordingly, in addition to other restrictions imposed by this Agreement, you agree during the term of this Agreement and for a period of six (6) months thereafter, not to engage directly or indirectly, whether as principal, director, senior employee or contractor in the capacity of managing other mystery shoppers, editing mystery shopper reports prepared by others, or scheduling mystery shoppers, individually or in combination with any other individual, corporation or other entity, in any business located within Canada and the United States which competes with the business of Sweven Media by providing similar mystery shopping or competitive intelligences services. You hereby acknowledge and agree that Mystery Shopping Services are intended to be sold by Sweven Media to its clients throughout Canada. Accordingly, you agree that these restrictions are reasonable.
Furthermore, you may not be a Mystery Shopping contractor if you provide products or services for our clients. If you provide products or services for any Sweven Media’s Mystery Shopping client, you are required to notify Sweven Media prior to commencing work or providing services with the client. Failure to notify Sweven Media may result in immediate termination and non-payment for any services you have provided. Providing services includes, but is not limited to, full or part time employment, working as an independent contractor or consultant or by providing any other work or services to the client. This also includes working for any other third party organization were your work involves providing products services to our clients.
- Injunctive Relief:You recognize and acknowledge that any breach or threatened breach of the provisions of this Agreement may cause Sweven Media irreparable harm for which monetary damages may be inadequate. You agree, therefore, that Sweven Media shall be entitled to an injunction to restrain you from such breach or threatened breach. Nothing in this Agreement shall be construed as preventing Sweven Media from pursuing any remedy at law or in equity for any breach or threatened breach of this Agreement.
- Term/Termination:This Agreement shall commence on the date first written on the Agreement and shall continue in full force and effect unless terminated earlier pursuant to this Agreement. Either party may terminate this Agreement at any time for any reason, without cause by giving the other party five (5) days written notice of termination. Sweven Media may immediately terminate this Agreement in the event of a breach of a material term of this Agreement including, without limiting the generality of the foregoing, a breach or threatened breach of paragraphs 4, 7 or 8 of this Agreement. Termination shall have no effect on the parties obligations and rights under paragraphs 4, 7 and 8 of this Agreement.
- General:This Agreement reflects the entire and exclusive agreement between the parties and supersedes all other agreements regarding this subject matter, whether written or verbal. Sweven Media reserves the right to change this Agreement at any time by posting a new version. Your continued provision of Mystery Shopping Services after the effective date of such amendment will constitute your acceptance of it. Any other amendment to this Agreement shall be in a pen-and-ink signed writing, regardless of any course of conduct or trade practice between the parties. This electronic document or a hard-copy duplicate in good form shall be considered an original document admissible into evidence unless the document’s authenticity is genuinely placed in question. Sweven Media reserves the right to assign this Agreement or delegate responsibility to any third party, including a party acquiring any of our operating assets or ownership interests. Any provision of this Agreement found by a court to be illegal or unenforceable shall automatically be deemed conformed to the minimum requirements of law and shall thereupon be given full force and effect as so modified. Waiver of a provision in one instance shall not preclude enforcement of it by Sweven Media on future occasions.