SERVICES AGREEMENT AND RELEASE
This Agreement and Release ("Agreement") is entered into by and between the Troy Dolan Group d/b/a Customer 1st ("Company") and you the requesting mystery shopper registrant operating as an Independent Contractor ("Contractor").
WHEREAS, Company is in the business of developing programs for evaluating the customer experience at client retail locations, analyzing the data obtained from such programs and advising clients on strategies for improving the customer experience at their retail locations, along with conducting on-site inspections for clients to meet compliance standards as established by said client;
WHEREAS, while the evaluation programs that Company develops for clients involve the collection of market-research data, Company always contracts with independent data-collection businesses to collect the data in order to ensure objectivity;
WHEREAS, Contractor is in the business of collecting market-research data by, among other things, performing mystery shops; and
WHEREAS, the purpose of this Agreement is to set forth the general terms and conditions that will govern any data-collection project opportunities that Company offers to Contractor hereunder.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, Company and Contractor hereby agree as follows:

1. The specific terms and conditions of any project opportunity that Company offers to Contractor hereunder shall be set forth in the description of such opportunity.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.
2. All project opportunities will be offered on a project-by-project basis. Company has no obligation to offer Contractor any minimum number of opportunities, and Contractor represents and warrants that it does not rely exclusively on Company for obtaining access to opportunities but, rather, actively markets its services through other means as well.Contractor has no obligation to accept any minimum number of opportunities that Company offers, or to perform any minimum amount of service hereunder.
3. The parties' relationship shall at all time be that of independent contractors, and neither party shall have the right to bind the other, nor to act on behalf of or as a representative of the other. Each party will cooperate with the other in defending against any challenge to the parties' independent-contractor relationship.
4. Contractor acknowledges that the fees payable for any opportunities offered hereunder are payable by the client for which the services are being performed, and that both Company and Contractor will be paid by such client, albeit through Company. If the client does not pay for a project, neither Company nor Contractor will be paid for such project.
5. Contractor acknowledges and agrees that Contractor's agreed upon fee for a project obtained hereunder shall constitute its entire compensation for completing the project and that Contractor shall have no right to, and hereby waives any right to seek, any benefits under any benefit programs, such as paid time off, health benefits or retirement benefits, that Company or a client maintains for its respective employees.
6. This Agreement is nonexclusive. Contractor always has the unqualified right to accept or decline any opportunity offered hereunder and to perform projects obtained independently of this Agreement. Contractor also acknowledges that Company has contracts with others who are engaged in a business similar to Contractor's and that Company will be offering opportunities to those businesses as well.
7. Contractor shall retain sole control over the means and methods used in performing a project obtained hereunder and over the selection, hiring and supervision of its employees. Contractor is solely responsible for providing any and all tools, supplies, equipment and transportation, and for all expenses that Contractor incurs in connection with the operation of its business and the performance of projects. If a client agrees to reimburse Contractor for any costs or expenses, Company may assist the client in disbursing such sums to Contractor, but under no circumstances will Company be liable for any such reimbursements. All operating costs that Contractor incurs, such as fuel, repairs, motor vehicle insurance, and all costs associated with its own personnel, are Contractor's sole responsibility. Contractor also is responsible for obtaining any licenses or certificates that are required by law to provide its services.
8. Contractor represents and warrants that Contractor will not accept any opportunity offered hereunder to perform a mystery shop at a retail location or on-site inspection if Contractor or any relative of Contractor is employed or previously employed by or is other otherwise affiliated with the business that owns or operates such retail location.
9. Contractor acknowledges that while providing services in connection with a project obtained hereunder Contractor will operate as an independent contractor (and not an employee) for purpose of federal, state and local taxes, and will be solely responsible for all filing and payment obligations associated with such taxes, including but not limited to social security and self-employment taxes, and that Contractor will not be eligible for unemployment compensation.
10. Contractor acknowledges its own responsibility for complying with any workers'-compensation laws with respect to Contractor and its employees at its own expense, and agrees to hold harmless Company 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. Contractor accepts full responsibility for completing a project that Contractor agrees to perform hereunder, including the duty to correct (at Contractor's sole expense) any project deliverable that is deficient.Contractor also indemnifies and holds harmless Company from and against any liability attributable to the acts and/or omissions of Contractor and its personnel in connection with Contractor's performance of, or promise to perform, a project hereunder.
12. Contractor acknowledges that all records, reports, documents, files, instructions, and all other documents relating to a specific assignment and Company business, which the Contractor shall use, prepare, or come in contact with during or as a result of a shopping/inspection assignment shall remain the sole property of Company.
13. Contractor, in providing services to Company, acknowledges that Contractor will have access to or knowledge of information of a confidential nature and fully agree that Contractor will not disclose to an individual or business entity the information concerning Company's clients, methods, trade practices, evaluation results, or any information deemed by Company to be confidential for the purpose of this Agreement. Contractor also acknowledges they will not share any completed or incomplete reports with anyone nor discuss their findings with anyone other than the Company.
14. Contractor understands and agrees that they will be liable if Contractor intentionally reports incorrect information or provides any misleading information to Company. Contractor further acknowledges they only report what occurred at the time they were conducting a mystery shop/on-site inspection report and that Contractor is not to provide opinions on how a client's business should be run or compare one client's location with another.
15. Should the need arise where the Company needs to contact the Contractor to discuss a completed mystery shop/on-site inspection or to discuss one in process, Contractor will be available at anytime via email and telephone to discuss with Company.
16. 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.
17. This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of North Carolina except for its conflicts of laws principles. Each party irrevocably consents to the exclusive jurisdiction of the courts of the State of North Carolina 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.

IN WITNESS WHEREOF, the parties hereto, each acting under due and proper authority, have executed this Agreement with the Contractor executing by the act of electronic signature via clicking the I Agree and Accept button.