Acceptance of Terms:
By clicking
your acceptance to the online TOS and related TrendSource online computer prompts,
Client hereby enters into this Purchase
Order (hereinafter “Agreement”) with TrendSource, Inc., which has its principal
business located at 4891 Pacific Highway, Suite 200, San Diego, California 92110.
TrendSource will provide mystery
shops utilizing the standard questionnaire selected by Client to TrendSource’s quality
and reporting standards.
TrendSource will provide Client
with their own secure website for the purposes of ordering mystery shops, tracking
assignments, canceling requests and reporting completed mystery shops. Reports will
be available twenty-four (24) hours a day, seven (7) days per week, three hundred
sixty five (365) days a year. Web site down time due to computer
problems, unforeseen circumstances or server maintenance may occur from time to
time and advance notice will be provided whenever feasible. Information will be
exportable in MS Excel, PDF, and email Websites. Programming furnished
by TrendSource is part of The Rapid Knowledge Transfer System™ and is the proprietary
and intellectual property of TrendSource.
Client acknowledges and agrees that TrendSource is, and shall remain sole owner
of The Rapid Knowledge Transfer System™ and associated proprietary documentation.
The Client data and information
compiled by TrendSource pursuant to this Agreement is treated as confidential information
by TrendSource. TrendSource shall hold Client’s confidential information in strict
confidence, and shall neither disclose the same to any third party nor use it for
purposes other than provided for in this Agreement. TrendSource will therefore take
all reasonable precautions necessary to safeguard this data and information. Client
hereby expressly understands and agrees that TrendSource can utilize any such Client
information and data, for purposes of compiling statistical industry data and other
TrendSource reporting information and products, as long as TrendSource does so without
specific reference to the Client's business name.
Client will provide to TrendSource,
utilizing TrendSource’s online ordering system, the following information for each
location to be visited:
-
Complete address information including the official
business name and address, city, state, zip code and telephone number of the location
to be visited; and
-
The business
hours and days of operation of the location to be visited.
Mystery shops ordered by Client
will be processed and completed by TrendSource within thirty (30) days of their
receipt provided that all required information is accurate and barring any situations
not in TrendSource’s or it’s authorized agent’s control.
At any time, either Client
or TrendSource may, by written notice delivered to the non-terminating party’s principal
place of business, terminate this Agreement.
The effective date of termination of this Agreement shall be as specified in such
written notice and shall be no less than thirty (30) days from the date written
notice is provided by the non-terminating party.
Client shall indemnify, defend
and hold harmless, TrendSource and each of its directors, shareholders, officers,
directors, agents, contractors and employees from any loss, claim, lawsuit, damage,
liability or expense, of any nature or kind (including any attorneys' fees incurred)
arising from any claim, lawsuit or demand of any kind made by any third party, including,
but not limited to, any of Client's employees, franchisees, agents and/or representatives
that in any way involves the work performed by TrendSource pursuant to this Agreement,
including specifically the work described in the "Shop Description" paragraph within
this Agreement. Client's duty to indemnify, defend and hold harmless TrendSource
and its agents under this paragraph specifically extends to all claims, lawsuits
or demands resulting from the physical inspections, mystery shops, evaluations,
standard products and/or completion of
any checklists or questionnaires by TrendSource, as well as any claims, lawsuits
or demands resulting from any corrective action taken by Client including the termination
of its employees and/or termination of contracts that are based in whole or in part
on the work performed by TrendSource for Client pursuant to this Agreement.
Client agrees to prepay for
all services ordered under this Agreement by credit card. Client hereby authorizes
TrendSource to charge Client's credit card in the amount due for all services ordered
by Client. TrendSource will keep Client’s credit card and billing information on
file and Client hereby authorizes TrendSource to automatically pre-bill Client’s
credit card as services under this Agreement are ordered by Client. Client hereby agrees and confirms
that sufficient funds will be available within Client's credit card account(s) to
cover the transactions that are ordered by Client and scheduled for payment. Any
legal fees and collection costs incurred by TrendSource or its agents in collecting
payment from Client shall be paid by Client in addition to any outstanding past
due balance. Failure to pay may also result in automatic cancellation of this Agreement.
This Agreement, including
the TOS, which may be updated by TrendSource from time to time without notice to
Client, shall constitute the entire understanding and Agreement between the parties
as to the subject matter of this document. Any other modifications to this Agreement
must be agreed to in writing by both parties to this Agreement and signed by a duly
authorized officer of each party.
The parties to this Agreement
represent that they will both act in good faith in trying to informally resolve
any disputes they have between each other regarding this Agreement, including the
TOS. To the extent any dispute cannot be resolved informally, the parties to this
Agreement shall submit their dispute to the American Arbitration Association (“AAA”)
or another mutually agreed upon arbitrator, in
San
Diego
,
California
for a binding and final arbitration and any such proceeding shall be governed by
California
law.
By accessing this website,
you hereby acknowledge and agree that all content and the collection, arrangement
and assembly of the content on this website and related systems is the property
of TrendSource. Therefore, all users hereby acknowledge that all the content included
on the website or otherwise made available via this system, including, but not limited
to text, graphics, logos, trademarks, trade names, button icons, images, pre-design
templates, sounds, software and other material, is the sole and exclusive property
of TrendSource. Your use of this website and related systems is therefore non-transferable
and limited and cannot be used for any other purpose without the express written
consent of TrendSource. Please acknowledge your acceptance of this User Agreement
by clicking on the button icon below.