Our Mystery Shoppers are Independent Contractors

Beyond Hello’s mystery shoppers are independent contractors, not company employees. This means that you mystery shop as a freelancer and are paid a predetermined fee for each project you successfully complete.

You retain control over your schedule and the projects you accept. As an independent contractor, you are not eligible for company benefits such as insurance coverage, unemployment compensation, or worker’s compensation, and you’re responsible for your own tax withholding and tax liability.

When you register with us to be a mystery shopper, you are required to review and accept an independent contractor agreement. This agreement specifies the terms of the working relationship between shoppers and Beyond Hello and is available here for reference.

Independent Contractor's Agreement for Mystery Shoppers (revised 12/3/09)

Beyond Hello Inc., a Wisconsin corporation ("Beyond Hello") offers to contract with you as a non-exclusive shopping representative otherwise known as a Mystery Shopper hereunder according to the terms and conditions set forth in this Agreement. By indicating your acceptance below, you will be agreeing to its terms and conditions.

Section 1. Appointment and Responsibilities

Beyond Hello is contracting with you to act as a Mystery Shopper. From time to time, as Beyond Hello’s business requires, Beyond Hello will contact and request you to use the services or purchase the products of one of Beyond Hello’s designated clients (the "Project"). For each project, you will render the following services, taking care to use your best efforts and skills and faithfully, completely, professionally and diligently serve Beyond Hello and act in its best interests:

• Present yourself at client location as a customer of the specified product or service;
• Observe and evaluate this specified product or service;
• Provide an objective, factual and detailed written report on your observations or interactions following a form provided to you by Beyond Hello;
• Submit your report online as requested by Beyond Hello; and
• Complete your project and submit your report within the time limits provided to you by Beyond Hello.

Any and all information obtained through shopping projects, contact with Beyond Hello staff, Beyond Hello website or clients will not be released or used for personal gain. Such information is strictly confidential business information.

If you or any member of your family or friends are currently or previously employed by a Beyond Hello client, you will inform Beyond Hello and decline any evaluations offered to you for this client. You shall also inform and decline any evaluation offered to you for a Beyond Hello client located in the same shopping center, mall or strip center where you are presently or previously employed. You understand that you will not be contracted with to conduct evaluations involving these circumstances due to a potential conflict of interest.

Under no circumstances shall you divulge to the client’s personnel your activities are on behalf of Beyond Hello. Beyond Hello will inform you prior to each project of the locations and directions for your shopping project. You agree to express interest and confirm your acceptance of projects and terms online, and agree to fully complete projects and return required reports to Beyond Hello by the specified due dates.

Beyond Hello reserves the right to engage others to provide similar and/or identical services in the same geographical area and/or same stores without obligation to you.

Section 2. Term and Compensation

The anticipated term of this Agreement shall commence on the earlier of the date it is signed or otherwise agreed to by you or on the date you first accept a project from Beyond Hello. The term of this Agreement shall continue until either you or Beyond Hello terminates the Agreement by deactivating your active shopper status in the shopper data base. You may terminate the Agreement yourself online, or by notifying Beyond Hello. Deactivation from the data base of Beyond Hello shall be evidence of your termination as an independent contractor under this Agreement.

For acting as an independent contractor "Mystery Shopper" Beyond Hello will pay you the sum stated in the proposal provided to you for each project or as otherwise agreed between you and Beyond Hello (the "Fee"). You will be paid the Fee by the end of the month for the previous month's projects after Beyond Hello's acceptance, in its reasonable discretion, of your completed report. All shopper fees will be paid through PayPal by the end of the month for the previous month's projects. In most cases, the payment will cover all completed projects received and invoiced to Beyond Hello's client during the previous month. In the event you do not receive full credit for any item which you purchase with your funds at the direction of Beyond Hello (the "Funds") Beyond Hello will reimburse you via PayPal for such Funds and any sales tax associated with that purchase provided you deliver to Beyond Hello the undamaged item and original sales receipt.

Section 3. Relationship of the Parties

You acknowledge and agree that your relationship with Beyond Hello is that of an independent contractor performing your services under this Agreement. Nothing in this Agreement or otherwise shall be construed as constituting you as an agent, employee or legal representative of Beyond Hello for any purpose whatsoever. You, acting as a Mystery Shopper under this Agreement, are not authorized to transact business, incur obligations, sell goods or services, receive payments, solicit orders or sign or create any obligations of any kind, express or implied, on behalf of Beyond Hello or to bind in any way whatsoever or to make any promise, warranty or representation on behalf of Beyond Hello except as expressly authorized in writing by Beyond Hello.

You will use your own equipment to undertake each project on your own time and to produce the report.

You are free to provide shopping service to other mystery shopping firms and you hereby represent hereunder that you do hold yourself open to provide such shopping service to other mystery shopping firms.

You represent that any income you earn or have previously earned as an independent contractor will be or was previously reported under Schedule C of your federal income tax return with such income reported under your own social security number or under a separate employer identification number (EIN).

You acknowledge that you intend not to be treated as an employee of Beyond Hello for any purposes. No withholding for federal, state or local income taxes, social security contributions or self employment taxes of any kind will be taken from your Fee and you are responsible for filing all necessary returns and paying directly all necessary taxes and contributions. If compensation payable to you under this Agreement exceeds the sum of Five Hundred Ninety-Nine Dollars ($599) in any calendar year, Beyond Hello will send to you a 1099 report form.

Section 4. Trade Secrets and Proprietary Information

You acknowledge that information concerning Beyond Hello’s test shopping and research services and techniques, including the names and addresses of Beyond Hello’s customers and their stores, the amount of sales, the types of products, projected market needs, market habits and conclusions of your shopping evaluations (collectively "Confidential Information") is of great value to Beyond Hello, would be of great value to competitors of Beyond Hello, is not common knowledge, has been developed through substantial effort and substantial expenditure of money, and could not be properly acquired or duplicated by others without considerable difficulty. Accordingly, you acknowledge that any such information is confidential business information. You shall not, during or after the term of this Agreement, disclose any such Confidential Information or use any such Confidential Information except for the purposes of your performance under this Agreement.

"Beyond Hello" and "Reflecting the Customer’s Experience" are trademarks of Beyond Hello (the "Beyond Hello Marks"). You acknowledge and agree that you will not display or use in any manner the Beyond Hello Marks or any other related logos, service marks and products without the prior written consent of Beyond Hello.

You understand and agree that any and all original works that you author (solely or jointly with others) within the scope of this Agreement and which are protectable by copyright are deemed to be "works made for hire," as that term is defined in the United States Copyright Act (17 U.S.C., Section 101). You further agree to keep and maintain current written records of all original works which you author (solely or jointly with others) during the term of this Agreement. These records will be in the form of notes, sketches, drawings, or any other format that may be specified by Beyond Hello or kept by you. The records shall be made available to and remain the sole property of Beyond Hello at all times.

Upon termination of this Agreement and continuing thereafter, you will cooperate with Beyond Hello to assure that Beyond Hello knows about all projects on which you have been working. Upon this Agreement’s termination and promptly upon Beyond Hello’s request you will surrender to Beyond Hello all memoranda, notes, records, drawings, sketches, models, lists, summaries, notebooks and other data and records of any kind that are in your possession or under your control relating to your services to Beyond Hello, and you agree that all such materials relating to your services under this Agreement is the property of Beyond Hello.

In the event of a breach or threatened breach by you under the provisions of this section, in whole or in part, you agree that Beyond Hello shall be irreparably damaged and shall be entitled to an injunction from a court of competent jurisdiction restraining you from such conduct or from rendering service to any person, firm, corporation, association, limited liability company or other entity to whom such information, in whole or in part, has been disclosed or is threatened to be disclosed. Any action arising under this section shall be brought in the Circuit Court for Dane County, Wisconsin and you hereby consent to such jurisdiction and venue and consent to service of process from such courts. Nothing herein shall be construed as prohibiting Beyond Hello from pursuing any other remedies available to it for such a breach or threatened breach, including but not limited to the right of damages from you. The rights granted to Beyond Hello under this section shall be in addition to the rights and obligation of the parties to seek arbitration of disputes under Section 8. The obligation of the parties to seek arbitration under Section 8 shall not and will not diminish or limit in any way the right of Beyond Hello to seek a remedy or damages in the event of a breach under this section.

You are aware of no obligations, legal or otherwise, inconsistent with the terms of this Agreement with Beyond Hello. You will not disclose to Beyond Hello, or use, or induce Beyond Hello to use, any proprietary information or trade secrets of others. You represent and warrant that you have returned all property and confidential information belonging to all prior clients, customers and employers.

Section 5. Insurance

As an independent contractor acting as a Mystery Shopper under this Agreement, you shall maintain in full force and effect the following insurance coverage:

• Automobile and general liability insurance coverage and policies (including public liability, property damage, and contractual liability insurance) adequate as determined by Beyond Hello to cover all of your activities conducted for Beyond Hello; and
• Workers compensation insurance as may be required under the laws of your state and if you have employees, such insurance shall cover all of your employees.

Section 6. Limitation of Liability

As an independent contractor acting as a Mystery Shopper under this Agreement, you acknowledge and agree that Beyond Hello shall not be liable to you, your estate, heirs, successors or assigns for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, (1) damages for injury or loss of life, (2) monetary damages including claims based on federal or state fair wage and hour laws, minimum wages, unemployment compensation or workers compensation except that Beyond Hello remains obligated to make all appropriate payments to you of Fees or Funds required under Section 2, and (3) any other intangible losses resulting from (i) the services you or your agents render as an independent contractor on behalf of Beyond Hello under this Agreement, (ii) the use by Beyond Hello of any information including your social security number, data or other transmissions you provide to Beyond Hello in your registration with Beyond Hello to act as a Mystery Shopper regardless of how that information including your social security number, data or transmissions is submitted to Beyond Hello, (iii) the unauthorized use or access or alteration of your information, data or other transmissions you provide to Beyond Hello by parties not affiliated with Beyond Hello, or (iv) any other matter relating to the service you provide to or on behalf of Beyond Hello.

Section 7. Hold Harmless and Indemnity

As an independent contractor acting as a Mystery Shopper under this Agreement, you covenant and agree that you will indemnify and hold Beyond Hello, including its shareholders, directors, agents and assigns ("Parties") harmless from and against any and all actions, damages, liability, suits, expenses and claims of any nature, including any settlement therefrom, and all reasonable attorney’s fees incurred as a result therefrom, asserted against Beyond Hello and its Parties by any third party, including any client or customer of Beyond Hello, which result from or arise out of your acts, errors, omissions, or negligence while on the property of any customer or client of Beyond Hello performing a project on behalf of Beyond Hello or traveling to or from a project using your own vehicle or any other vehicle or mode of transportation, including but not limited to, any damage to property or injury or death to any person. In defending or settling any claim, you shall have no right to commit Beyond Hello financially or otherwise without the prior written consent of Beyond Hello. In defending any claim that you are required to indemnify and hold Beyond Hello and/or its Parties harmless hereunder, Beyond Hello and/or its Parties are permitted to choose their own legal counsel for which you will be liable for all reasonable fees and costs.

As an independent contractor acting as a Mystery Shopper under this Agreement, you further agree to indemnify and hold Beyond Hello and its Parties harmless from and against any and all claims, demands, liability, damage, cost or expenses (including without limitation attorney’s fees, back wages, back contributions, liquidated damages, penalties or interest) resulting from an audit, inquiry or claim from any state or federal agency or taxing authority resulting from the following:

• The failure to collect, withhold or pay any or all federal or state income taxes or social security contributions required to be withheld or otherwise paid over from the Fees paid to you under this Agreement to any applicable state or federal agency or taxing authority, for yourself or for any employees or agents you so employ; and
• The failure to pay or otherwise provide to you as part of or in addition to the Fee for your services rendered under this Agreement such benefits, contributions or conditions of employment as may be required under any state, federal or local law, regulation or statute, including without limitation, fair wage and hour, minimum wages, health insurance, maternity or other leave, unemployment compensation, workers compensation or any other state or federal mandated benefit.

Section 8. Arbitration

Any dispute or controversy between the parties arising out of or relating to this Agreement, including, without limitation, a dispute or controversy relating to the construction of any provision or the validity or enforceability of any term or condition of this Agreement must be submitted to arbitration before a single arbitrator in accordance with the commercial rules of arbitration of the American Arbitration Association then in effect in Madison, Wisconsin. The prevailing party in that arbitration shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing party all reasonable attorney’s fees incurred in such action (including fees and costs incurred in preparing to litigate such action). Except as otherwise provided in Section 4(e), such arbitration proceeding shall be the exclusive forum for dispute resolution under this Agreement. The decision of the arbitrator shall be final and binding upon the parties and may be enforced in any court of competent jurisdiction.

Section 9. Miscellaneous

This Agreement shall be interpreted under and governed by the laws of State of Wisconsin.

This Agreement shall bind and benefit the parties and their respective trustee, receivers, fiduciaries, successors, and assigns.

This Agreement constitutes the complete understanding of the parties as to the matters addressed herein and supersedes all prior agreements and negotiations. If any provision of this Agreement is unenforceable, the remainder of the Agreement shall continue in full force and effect.

No waiver or modification of any provision of this Agreement shall be valid unless in writing, signed by both you and Beyond Hello. The waiver of a breach or default under any provision of this Agreement shall not be deemed a waiver of any subsequent breach or default.