Video Eyes, LLC Shopper
Agreement and Application

Part I

This agreement governs the relationship between you, an independent-contractor video shopper, herein referred to as a "Video Shopper,” and BARE Associates International Inc, herein referred to as “BARE”, a Virginia company.

PREMISES: (1) The video division of BARE is engaged in the business of designing and developing customer insight programs for its clients that are designed to assist a client in determining the quality of the client’s personnel and various aspects of its operations, including operational successes, failures and opportunities in such areas as service, sales, product presentation, and facility maintenance. The programs that BARE creates involve primarily, but not only, video mystery shopping (“VMS”).  (2) BARE completely outsources to unaffiliated vendors and freelance professionals the execution of the VMS programs it develops. (3) Upon BARE’s receipt of the video and resulting reports prepared from the execution of a VMS program (which can include multiple VMS projects), BARE analyzes and edits such reports, and assists clients in interpreting the results and in developing strategies for addressing any deficiencies that the reports reveal. (4) Video Shopper hereby represents to BARE that Video Shopper is a freelance professional who possesses the skills and experience to execute a video mystery shop, that Video Shopper customarily offers his or her mystery shopping services to the public and does not intend to rely solely on BARE as a source for obtaining additional mystery shopping engagements.

CONSIDERATION: As consideration for BARE's retention of and payment for Video Shopper's services, Video Shopper agrees to the following terms and conditions with respect to VMS projects accepted from BARE:

1.     Independent Contractor. Video Shopper understands that she or he will operate as an independent contractor in executing VMS projects under this Agreement. Video Shopper is responsible for her/his own liability and workman's compensation insurance and (as applicable) automotive insurance. There is NO employer - employee relationship between Video Shopper and BARE.                BARE does not withhold any federal, state, country or other applicable taxes from any payments or reimbursements BARE may make to Video Shopper. Video Shopper is liable for equipment loss during the time such equipment is in its possession.

2.     Equipment/Security Deposits.  Due to an increase in failure to return equipment, Video Shopper is required to submit a valid credit card number to be used ONLY in the event that any equipment loaned by BARE is not returned within 2 business days of final scheduled shop date or failure/refusal to complete shops. Credit card information is secure and will only be used under one of the following conditions:

a.     Loss of equipment: You will be charged 50% of the equipment replacement cost ($750.00)

b.     Delayed Equipment return: You will be charged $50.00 per day for each day after the initial two (2) business days the equipment has not been returned.

3.     Hold Harmless. Video Shopper agrees to hold BARE and its affiliates harmless from all claims and liabilities.

4.     VMS projects. VMS projects are offered by varying means on an as needed, rotating basis. Video Shopper may choose to accept or reject any VMS project that BARE offers.

5.     Compensation. BARE will make payment of fees for  completion of a VMS project, together with reimbursement for related allowable expenses, by computer-generated check, or direct deposit, on or about the 16th of the month following the month in which VMS projects were attempted or properly completed and received according to project specifications.

Adjustments in fees may be made to reflect penalties as a result of late, incomplete, or inaccurate video, as documented by the client information provided.

6.     Video Shopper conduct; confidentiality. Video Shopper agrees it will:

a.     Refrain from disclosing the names and/or locations of BARE clients;

b.     Keep strictly confidential all findings regarding BARE and/or BARE's clients;

c.     Except as explicitly required to perform a VMS project, never contact or discuss with a BARE client any VMS project;

d.     Use video equipment only for fulfillment of specific VMS projects from BARE, unless specific written exception is provided by BARE;

e.     Respect BARE's and BARE's clients' ownership of, and maintain strict confidentiality with respect to learning / educational materials and process, as provided by BARE or its clients in connection with a BARE VMS project; and

f.      For a period of one year after performing a VMS project for BARE, not to enter the video evaluation business, either directly or indirectly, except to provide services to other established companies as an independent contractor (Video Shopper).

7.     Governing Law; Disputes. This Agreement will be governed by the laws of the Commonwealth of Virginia. Any legal proceeding brought to resolve a dispute arising hereunder shall be filed only in a court located in that Commonwealth.

Part II

Professional Standards and Ethics Agreement For Video Shoppers

BARE is dedicated to improving service, providing education, promoting excellence and empowerment in the mystery shopping industry. In order to ensure and maintain the highest standards and ethics, BARE expects all Video Shoppers/mystery shoppers that do business with BARE to follow principles of honesty, professionalism, fairness and confidentiality to guard the interests of the public and our clients in order to promote good business practices.

I agree to the following Rules of Ethical Conduct:
- I agree to perform all shops with honesty and integrity;
- I agree to honor all confidentiality agreements;
- I will not use any BARE experiences to publish complaints against vendors, clients, video shoppers or mystery shopper providers;
- I will not share the results of a shop, or the fact that a client was shopped, with others in order to protect the client’s confidentiality; and
- I will not accept a VMS project for a business that I, my family or friends work for.


In signing below, I hereby indicate I have read, understand and agree to follow the Rules of Ethical Conduct and the other terms and conditions that are outlined in this agreement.

BY SUBMITTING THIS APPLICATION OVER THE INTERNET, APPLICANT ACCEPTS AND AGREES TO THE TERMS CONTAINED herein - Parts I and II.

IMPORTANT
Have you signed up with BARE International? If you have not, please go to bareinternational.com and register. Once you have registered, you may continue with signing up for Video Eyes.