1. Terms of Service2. Register Contact / Location information

iSelect Setup 

THIS TERM OF SERVICE AGREEMENT ("Agreement") is made by and between PredictiveProfiles Incorporated, a Minnesota corporation ("Provider"), and "User", meaning any person or entity who completes the registration process to open and maintain an account with Provider, and where such account is used in connection with the operation of a restaurant franchise.

BY CLICKING THE ACCEPTANCE BUTTON (BELOW) OR ACCESSING, USING OR INSTALLING ANY PART OF THE SERVICES OR TECHNOLOGY (AS DEFINED BELOW), USER EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF USER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATING NON-ACCEPTANCE (BELOW) MUST BE SELECTED, AND USER MAY NOT ACCESS, USE OR INSTALL ANY PART OF THE SERVICES OR TECHNOLOGY.

A.        Provider is in the business of providing certain technology-based online employment application, screening, training, scheduling and interviewing products and services (as more fully described below, the "Technology") which will incorporate certain of the services (as more fully described below, the "Services") to be provided by Provider hereunder; and

B.        User is a restaurant franchisee, and desires to engage Provider to provide the Technology and the Services to User pursuant to the terms and conditions hereof.

C.        In consideration of the premises and for other good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.        Technology and Services. Provider agrees to provide the Technology and Services as described herein to User.

(a)       The "Technology" shall include the following:

(i)       iSelect™. Online employment applicant screening tool for front line hourly positions, reported as an iSelect Profile based on applicant assessment ("Applicant Assessment").

(b)       The "Services" shall include the following:

(ii)       Customer Support. User customer support as necessary, at the reasonable discretion of Provider.

2.        Term. The term (the "Term") of this Agreement commences upon User's acceptance (the "Effective Date") and shall remain in effect for one (1) year unless terminated sooner as provided herein. This Agreement will automatically renew for successive one (1) year renewal Terms, unless either party provides the other party written notice of non-renewal at least thirty (30) days prior to the expiration of the initial Term and/or any successive renewal Term.

3.        Termination; Early Termination Fee. Either Provider or User may terminate this Agreement at any time due to the other’s failure to substantially perform pursuant to this Agreement ("With Cause"), after providing the defaulting party written notice of said default and failure by the defaulting party to cure said default within thirty (30) days. In the event User terminates this Agreement without cause ("Without Cause"), User shall be liable to Provider for, and shall immediately pay Provider, an early termination fee (the "Early Termination Fee") equal to the average monthly billings under this Agreement as of the date of termination multiplied by the number of months remaining on the applicable Term.

4.        Provider’s Compensation; Collection/Attorneys Fees. In consideration for Provider’s provision of the Technology and Services to User, User hereby agrees to pay Provider in accordance with the terms set forth on the Franchisee Fee Schedule attached hereto, and incorporated herein by reference. Amounts due hereunder will be billed via a credit card. User will be liable to Provider for Provider’s attorney’s fees and costs in the event Provider takes legal action in order to collect any amounts past due and owing hereunder.

5.        Accessibility and Security. User agrees that from time to time the Technology and/or Services may be inaccessible or inoperable for any reason, including without limitation equipment malfunctions, periodic maintenance, or causes beyond Provider’s control. Furthermore, User agrees that User is responsible for the security, confidentiality and integrity of all messages and the content that User receives, transmits through or stores on the Technology and/or Services, and that User is responsible for any authorized or unauthorized access to User’s account with Provider by any person.

6.        Nondisclosure of Confidential Information.

(a)       Nondisclosure. Unless granted written permission by the other party, each party hereto agrees not to directly or indirectly use or disclose Confidential Information (as hereinafter defined) of the other party for so long as said information retains the characteristics of Confidential Information.

(b)       Confidential Information. "Confidential Information" means any information or compilations of information that derives independent economic value from not being generally known or readily ascertainable by proper means. Confidential Information includes, but is not limited to, all data and data bases, trade secrets, know-how, software and computer programs, engineering plans and processes, designing techniques, customer lists, specifications and designs, sales techniques, marketing plans, management systems and procedures, formulas, designs, experimental work, business plans, budgets, financial information, product plans, distribution plans, the results of research and development whether complete or in process, and any other information which either party considers confidential. Without limiting the generality of the foregoing, it is hereby acknowledged and agreed that all data and data bases processed and/or hosted by Provider and/or servers under the control of Provider, on behalf of User, may be disclosed by Provider to third parties upon User’s prior written approval.

7.        Property Rights. User acknowledges and agrees that Provider shall retain exclusive title and all other ownership rights in and to any and all intellectual property and proprietary rights comprising the Technology and/or the Services, including without limitation any and all rights in and to copyrights, patents, trade secrets and trademarks, and its Confidential Information, and that any and all such intellectual property and proprietary rights that arise, accrue or otherwise come into existence with respect to the Technology and/or Services during and after the Term hereof shall be owned by and be the exclusive property of Provider, provided nothing herein shall affect intellectual property or proprietary rights owned by User prior to the Effective Date of this Agreement, or intellectual property or proprietary rights held by third-party suppliers of Provider except as otherwise agreed. Without limiting the generality of the foregoing, User further acknowledges and agrees that Provider is not performing "work made for hire" hereunder within the meaning of U.S. Copyright Act 17 U.S.C. Section 101 or other similar laws, and that upon termination of this Agreement for any reason, User shall not use the Technology and/or Services, or any intellectual property or proprietary rights comprising the Technology and/or Services, including without limitation Confidential Information of Provider.

8.        Remedies. Any breach or threatened breach by User of any of the confidentiality and/or property rights provisions of this Agreement will result in the immediate and irreparable injury to Provider, and in the event User breaches or threatens to breach any such provisions of this Agreement at any time, Provider shall be entitled to an immediate injunction or other equitable relief to restrain violations hereof by User and/or an order of judgment requiring User to specifically perform all of the covenants and agreements contained herein. Nothing in this provision or this Agreement shall prohibit Provider from pursuing any other legal or equitable remedy, including the recovery of damages. User shall pay all costs of enforcing these conditions of engagement, including actual attorney’s fees. If a court finds that the restraints provided in this Agreement are too broad or unreasonable as to any provision hereof, such provision may be modified to whatever extent such court deems reasonable and may be enforced as so modified; or if such court refuses to make such a modification, the court may sever or restrict any invalid covenant or language herein so that the terms can be interpreted as if such invalid covenant or language did not exist.

9.        Indemnification and Limitation of Liability. Each party, upon prompt notice and opportunity to defend, shall indemnify and hold harmless, and hereby forever discharges and releases the other party from and against all claims, demands, liabilities, damages, and expenses (including reasonable attorney’s fees) arising from the breach of any provision of this Agreement, provided that in no event shall Provider’s indemnification liability in the aggregate exceed the amounts paid by User to Provider as of the date of any such claim(s).

PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE TECHNOLOGY OR SERVICES PROVIDED TO USER UNDER THIS AGREEMENT; OR THE OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE TECHNOLOGY OR SERVICES. PROVIDER SHALL NOT BE LIABLE TO USER OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT SHALL PROVIDER’S LIABILITY IN THE AGGREGATE EXCEED THE AMOUNTS PAID BY USER UNDER THIS AGREEMENT.

10.       Miscellaneous.

(a)       Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Minnesota (exclusive of its conflict of laws or rules) notwithstanding one or more of the parties now or may hereafter become subject to the laws of a different state.

(b)       Consent to Jurisdiction, Venue and Enforceability. This Agreement may be enforced by any of the courts located in the State of Minnesota, and User consents to the jurisdiction and venue of any such court and waives any argument that any such court lacks jurisdiction or venue or such forums is not convenient.

(c)       Notice. Any notice given pursuant to this Agreement shall be in writing and shall be effective on the date personally delivered or sent via electronic mail with confirmation receipt, or three (3) business days after being placed in the United States mail, first class postage prepaid and certified, return receipt requested.

(d)       Further Acts. Each party covenants and agrees that they, their heirs, executors, administrators, successors and assigns will execute any and all instruments or documents which may reasonably be required of them in order to carry out the provisions of this Agreement.

(e)       Binding Effect; Assignment. This Agreement shall be binding upon User, its successors and assigns, and Provider, its successors and assigns. Notwithstanding the foregoing, User shall not assign this Agreement without the prior written consent of Provider, which consent shall not be unreasonably withheld.

(f)       Entire Agreement; Amendment. This Agreement supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof, and this Agreement may not be modified or changed unless in a writing signed by all the parties hereto. In addition, no waiver or attempted waiver of any of the provisions hereof shall be valid unless in writing signed by the parties against whom the same is sought to be enforced.

(g)       Independent Contractors. The parties and their respective personnel are and shall be independent contractors and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.

(h)       Survival. The terms and provisions of Sections 6, 7, 8, 9 and 10 shall survive any termination or expiration of this Agreement.

Fee Schedule

( Franchisee)

(Addendum to Terms of Service Agreement)

iSelect Service Fees:

User agrees to pay Provider according to the usage plan selected by the User. If the User selects the "per-applicant" usage plan, the User agrees to pay Provider $5.00 (U.S.) per iSelect Profile for each Applicant Assessment that is ordered and transmitted by User to Provider (with a $25.00 monthly minimum per location), and correspondingly processed and transmitted by Provider to User, via the Internet, and $10.00 (U.S.) per iSelect Profile for each Applicant Assessment that is ordered and transmitted by User to Provider via facsimile, and correspondingly processed and transmitted by Provider to User, via the Internet. If User selects the "unlimited" usage plan, User agrees to pay Provider $50.00 (U.S.) per month.

BY CLICKING THE "I AGREE" BUTTON BELOW YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

  To enter your store information you must agree to the above terms.