License Agreement

The Client and the Provider agree to the following terms of the Agreement as follows:

Client Responsibilities:The Client's Primary Contact shall be responsible for the following:

A. Transmitting and receiving all information and materials contemplated under this Agreement.

B.Updating account and shop details in order to assure proper implementation of the program. If the Primary Contact does not perform his/her responsibilities adequately, thus holding up AboutFace’s obligations, AboutFace™ may not be able to complete the assignment properly.

II. Purchase Options:A company may be set up for one month of service, one quarter of service, consecutive monthly services, consecutive quarterly services or consecutive bi-quarterly services. There is no ‘annual agreement’ for these services.

III.
Shopping Cycle:"Client" may set when the shopping cycle begins.

IV.Service Completion:Thirty (30) days for completion of shops in all cases except for video shops, which take 45 days to complete. 

V.Service Options:Custom questions are available on most services. An extra fee of $2.00 will be added to the order total for each custom question added.  The custom questions must be answerable by the shopper(s) with a Yes or No.  If a question is submitted by Client that cannot be answered by the shopper(s) with a Yes or No, AboutFace will re-word the question so that it can be answered in that manner.

VI.Shopper Expenses:Should AboutFace™ experience difficulty with the shopper reimbursement amounts, the Primary Contact must serve as the catalyst to ensure accurate fulfillment of AboutFace’s Reimbursement Terms.

VII.Approval and Acknowledgement of Evaluation:By choosing a service, “Client” agrees to use the standard evaluation. A client may order 5 custom questions during the order process or prior to the following month’s scheduling.

VIII.Location Caveats:If the client requires shopping in Nevada or Hawaii, the price is $70.00 more per shop. Both Hawaii (no independent contractor status) and Nevada (law restricting secret shopping to private investigators) have laws that require AboutFace™ to utilize employment services.

Unforeseen Circumstances: If for some reason AboutFace™ cannot perform a shop due to inclement weather, power outages, war or other unforeseen circumstances, it will be performed the following month or round or as soon thereafter as reasonably possible.


IX.Service Guarantee:AboutFace’s service guarantee is that, if any evaluation or “shop” does not yield “useful” information, AboutFace™ will provide the Client with an additional shop the following month or round at no charge, as long as the Client first informs us within 30 days of the date of the shop. The service guarantee cannot be enforced if the Client does not like the information; instead, the information must be lacking in detail or too vague to glean anything “useful.” AboutFace™ will research the request and make a clear determination of the outcome.

The only exception to this guarantee is with any reimbursable shopper fees. Should AboutFace™ deem the expenses must be paid, the Client is obligated to pay such expenses.

X.
Data Ownership:The Client owns the data housed within the online portal. Should the Client request it, the data will be exported to the Client within 14 days of the written request after the completion of the project and/or account cycle.

XI.Restrictions:The Client agrees it will not, for the term of this Agreement and thereafter, do the following:

A. Modify, network, distribute or create derivative works based on the AboutFace™ system and the shops produced from it.

B.Any and all information obtained during the process of using the AboutFace™ small business system shall be deemed to be the confidential, proprietary and trade secret information of AboutFace™, and Client agrees not to use any such derivative information without the written consent of AboutFace.



XII.Copyrights, Trademarks and Patents: All rights, title and interest, including copyrights, trademarks and patents in and to the AboutFace™ small business system (including but not limited to any images, photographs, animations, video, audio, music and text) and any accompanying printed material are solely owned by AboutFace™. Client agrees it will take all reasonable steps to protect the copyright, patent and trade secret rights owned by AboutFace™.

XIII. Recovery of Attorneys’ Fees:The Client agrees to pay AboutFace’s reasonable attorneys' fees for the services of counsel employed to collect any overdue amounts owed, whether or not suit is brought, and whether incurred in connection with collection, trial, appeal, or otherwise. If this occurs, the Client will be billed the attorney’s fees, in full, and will be required to pay before the program resumes.

XIV.Governing Laws:This Agreement shall be governed by the laws of the State of Georgia, without regard to conflict of law principles.

XV. Jurisdiction and Venue:Any claim, dispute, controversy, action or proceeding arising out of this Agreement shall be governed by Georgia law and shall be heard in the State or Superior Court of Fulton County, Georgia. Any such dispute may by mutual agreement be submitted to arbitration or mediation, which shall be conducted in Atlanta, Georgia.

XVI. Telephone or Video Shopping:If telephone or video shopping is implemented, the Client is solely responsible for adherence to state and federal laws governing the same. AboutFace™ will assist, for informational purposes, but the Client is solely responsible for obtaining all required consent from Client’s employees and managers. By Client’s execution of an Agreement which calls for telephone or video shopping, it acknowledges that AboutFace™ has full consent to call and record the Client’s telephone line or visit the company’s locations to video or record employees. To reiterate, the Client will obtain any needed consent prior to launch. The Client will indemnify, defend and hold AboutFace™ harmless in any suit against AboutFace™ based on lack of compliance with this term.

XVII. Indemnification:The Client irrevocably covenants, promises and agrees to indemnify, defend and hold harmless AboutFace™, its officers, directors, employees, agents, and independent contractors (including secret shoppers, program managers, editors and schedulers) (collectively “AboutFace™”) from and against any and all losses, claims, expenses, suits, damages, costs, demands or liabilities (including, without limitation, attorney’s fees and court costs) of whatever kind or nature (including loss of life and personal injury) incurred in connection with any acts or omission of Client which AboutFace™ may sustain arising out of or relating in any way to this Agreement, or any secret shopping conducted pursuant to the terms of this Agreement. (This clause specifically includes, but is not limited to, any claims against AboutFace™ for tortious interference with contractual, business or employment relations alleging that the Client terminated an employee, franchisee, vendor, dealer, independent contractor or other subcontractor of the Client’s product or service due to Client’s contention that such person or entity was not meeting performance requirements, or claims of any alleged violation of privacy rights or state or federal statues due to any telephone or videotaping recording during a secret shop). The Client also agrees not to publicize the results of the shopping assignments in any way. This may constitute slander and “AboutFace™” requires a waiver of liability should the Client breach this term.

XVIII. Force Majeure:Neither party shall be held responsible for damages caused by any delay or default due to any contingency beyond its control preventing or interfering with performance hereunder.

XIX. Severability:Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid and of full force and effect, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provisions of this Agreement.

XX. Entire Agreement:This Agreement constitutes our entire agreement with respect to the subject matter hereto and supersedes all prior oral and written discussions, promises, understandings or representations. All changes, additions or deletions must be in writing and signed by authorized representatives of AboutFace™ and the Client.