The agreement contractors sign.

Relationship of the Parties

1.1. Independent Contractor Status

Contractor acknowledges and agrees that Contractor is engaged by Company as an independent contractor and not as an employee, partner, or agent of Company for any purpose. Nothing in this Agreement shall be construed to create an employment, partnership, or agency relationship between the Parties. Contractor and Contractor’s personnel are not entitled to, and expressly waive any claim to any Company-sponsored or Company-provided employee benefits, including but not limited to health, disability and/or life insurance, retirement or pension benefits, paid time off, unemployment insurance, or workers’ compensation coverage.

1.2. Contractor’s Independent Business; Representations

Contractor represents and warrants that Contractor operates an independently established business; is free to and does provide, and may provide, services to other customers and platforms; sets Contractor’s own schedule, hours, routes, sequence, and methods of work; supplies Contractor’s own Equipment; maintains Contractor’s own business licenses, tax identification, and insurance; and directs and controls Contractor’s own employees, agents, and helpers. Contractor’s use of the App is non-exclusive, and Contractor is under no obligation to accept any minimum amount of work.

1.3. No Authority to Bind

Contractor shall have no authority to bind Company. Contractor shall not, directly or indirectly, enter into any contract, incur any obligation or liability, or make any representation or commitment on behalf of Company, except as expressly authorized in writing by Company.

Scope of Services

2.1. Description of Services

Contractor shall provide professional landscaping and/or property maintenance services, as requested by Customer(s), including but not limited to:

1. (a) Routine grounds maintenance including lawn mowing, edging, and trimming, pruning, mulching, planting, weeding, fertilization, and general landscape upkeep;
2. (b) Seasonal services, including leaf removal;
3. (c) Snow and ice management services, including snow plowing, snow removal, salting, sanding, or de-icing; and
4. (d) Any related or incidental services customarily performed in connection with commercial or residential landscaping and property maintenance.

2.2. Service Standards

Contractor shall perform its obligations under this Agreement in compliance with industry standards, Customer instructions, and any and all applicable laws and regulations.

2.3. Right to Accept or Decline Jobs

The specific scope, location, timing, and frequency of Services shall be agreed to on a job-by-job or service request basis. Contractor shall have the right, in Contractor's sole discretion, to accept or decline any Service request or assignment offered by Company. The Parties acknowledge that Contractor’s ability to freely accept or reject Service requests is a material term of this Agreement and is consistent with Contractor's status as an independent contractor.

Engagement Structure (on Demand/As Needed)

3.1. Job Requests Mechanism

Company may make Service requests available to Contractor on a non-exclusive basis through the Company’s App. Service requests made available through the App shall remain open for acceptance for a limited period of time, as determined by Company in its discretion. If a Contractor does not affirmatively accept a Service request within the designated time period, the request may be withdrawn and offered to other contractors. Contractor has no obligation to monitor the App or to accept any Service request.

3.2. Per-Job Pricing and Bidding Terms

All Services made available to Customers through the App are priced on a per-job basis. For each Service request, Company may, in its discretion, display a non-binding pricing range or estimate based on objective, neutral marketplace factors such as service type, location, property size, estimated scope of work, estimated time to complete the Services, and weather conditions. The displayed range does not obligate Contractor to submit a bid or to accept any Service request, and does not constitute a price set by Company or a guaranteed or binding price to any Customer. Contractor remains free, in Contractor’s sole discretion, to accept or decline any Service request. If Contractor elects to bid, Contractor independently selects the bid amount, in Contractor’s sole discretion as an independent business, from within the range made available through the App. A Service request is awarded only upon the Customer’s affirmative acceptance of Contractor’s submitted bid, which then constitutes the agreed per-job price. Any subsequent Price Adjustment based on materially different onsite conditions remains subject to the Price Adjustment provisions of this Agreement and the Customer’s affirmative acceptance. For the avoidance of doubt, Company makes no guarantee of any minimum amount of work, and does not guarantee that any Contractor will receive Service requests or be awarded jobs.

3.3. Platform Ratings, Marketplace Visibility, and Related Determinations

Company retains sole discretion over the design, operation, and administration of the App and the marketplace it provides, including, without limitation, the calculation and display of Contractor ratings and reviews, job acceptance and completion rates, marketplace visibility and search placement, eligibility for and participation in any preferred, premier, or similar contractor program, and other platform-related features, metrics, and determinations. Any such rating, metric, program, or determination reflects Customer feedback and neutral, objective platform criteria administered by Company as the operator of the marketplace, and is used solely for marketplace and administrative purposes.

Contractor acknowledges that these determinations do not direct or control the manner, means, methods, or details by which Contractor performs the Services, do not obligate Contractor to accept any Service request, and shall not be construed to create an employment, partnership, or agency relationship between the Parties. Contractor remains free, in Contractor’s sole discretion, to accept or decline Service requests and to provide Services to others as set forth in this Agreement.

Customer Payment; Limited Payment Agent; Contractor Wallet

4.1. Collection of Customer Payments

Company shall collect payment from Customers for Services performed by Contractor. Contractor hereby appoints Company as Contractor’s limited payment collection agent solely for the purpose of accepting payments from Customers in connection with Services performed through the App.

4.2. Effect of Payment

Contractor acknowledges and agrees that payment made by a Customer to Company shall be deemed payment made directly to Contractor for the applicable Services, regardless of whether Company has remitted such amounts to Contractor. Upon Company’s receipt of payment from a Customer, the Customer’s payment obligation to Contractor for the Services shall be fully satisfied.

4.3. Stripe Account; Contractor Wallet

As a condition of using the App, Contractor must establish and maintain an active account with Company’s designated third-party payment processor, currently Stripe, Inc. (“Stripe”), and comply with all applicable Stripe terms and conditions. Amounts earned by Contractor for completed Services shall be credited to Contractor’s account within the App, which functions as a virtual wallet (“Wallet” or “Contractor Wallet”) associated with Contractor’s Stripe account. Company does not hold funds for Contractor outside of the Stripe payment system.

4.4. Accrual of Earnings

Net amounts owed to Contractor for completed Services, after deduction of applicable platform fees, processing fees, chargebacks, refunds, or other authorized deductions, shall accrue in Contractor’s Wallet on a per-job basis as payments are received from Customers.

4.5. Standard Payout Schedule

Company shall automatically disburse balances available in Contractor’s Wallet to Contractor’s designated bank account on the weekly payout day stated in the App, subject to Stripe processing timelines. In all events, Company shall disburse amounts properly owed to Contractor for completed and verified Services no later than thirty (30) days after the Customer’s acceptance of the completed job through the App, except for amounts subject to a bona fide dispute, chargeback, refund, or offset permitted under this Agreement.

4.6. Early Payout Option

Contractor may request an early payout of available Wallet funds prior to the standard weekly payout date. Any early payout shall be subject to an additional processing or convenience fee, the amount of which shall be disclosed to Contractor through the App at the time of the request and deducted from the payout amount.

4.7. No Wages; No Guarantee of Payment Timing

Contractor acknowledges that all amounts credited to the Wallet and paid through the App constitute payment from Customers for Services performed by Contractor and do not constitute wages, salary, or other compensation paid by Company as further set forth in Article I. Except for the payment deadline set forth in Section 4.5, Company does not guarantee the timing of payments beyond amounts actually collected from Customers and processed through Stripe, nor does Company guarantee any minimum earnings, work availability, or payment amounts.

4.8. Chargebacks; Adjustments

Contractor acknowledges that Customer chargebacks, refunds, payment reversals, or disputes may occur. Company may deduct or offset any such amounts, together with related processing or administrative fees, from Contractor’s Wallet balance or future payouts, to the extent permitted by law.

4.9. Taxes

Contractor is solely responsible for determining and remitting all applicable taxes arising from amounts paid for Services, including income, self-employment, sales, or other taxes. Company shall have no obligation to withhold, remit, or report taxes on Contractor’s behalf., including but not limited to income taxes, payroll taxes, Social Security taxes, Medicare taxes or unemployment taxes, except to the extent required by applicable law.

4.10. Freelance Isn’t Free Act; No Retaliation

The Parties intend that this Agreement satisfy the written-contract and payment-timing requirements of the New York Freelance Isn’t Free Act (New York General Business Law Article 44-A) and any applicable local freelance-worker protection law. The rate and method of compensation are set forth in this Article IV and in each accepted Service request, which together itemize the Services and the agreed per-job price. Company shall not threaten, intimidate, discipline, harass, deny work opportunities to, or otherwise retaliate against Contractor for exercising any right under the Freelance Isn’t Free Act. This Section does not alter Contractor’s status as an independent contractor, and nothing herein shall be construed to create wages or an employment relationship.

Tools, Equipment, and Materials

5.1. Contractor-Provided Equipment

At Contractor’s sole cost and expense, Contractor shall provide all vehicles, machinery, tools, equipment, materials, supplies, fuel, and safety gear necessary to perform Services (“Equipment”).

5.2. Company-Provided Equipment

Company does not provide, lease, reimburse, or maintain any Equipment for Contractor and has no responsibility for the condition, operation, or suitability of Contractor’s Equipment.

5.3. Maintenance and Replacement

Contractor is solely responsible for ensuring that all Equipment is properly maintained, inspected, repaired, and operated in a safe, lawful, and commercially reasonable manner. All Equipment shall be in good working condition and suitable for the Services being performed. Contractor bears all risk, cost, and responsibility for the repair or replacement of any Equipment that becomes damaged, obsolete, or inoperable.

5.4. Optional Equipment Verification Photos

As an optional feature, and solely at Contractor’s election, Contractor may use the App to upload photographs documenting the condition of Contractor’s Equipment and the service area before, during, or after performing the Services. Participation in this feature is voluntary and is not a condition of accepting or performing any Service request.

This optional feature is intended to benefit Contractor by helping to create a contemporaneous record that Contractor may rely upon in the event of a dispute—for example, where a Customer fails to mark or disclose hazards, fails to adequately prepare or provide access to the service area, or later disputes the condition of the property or the quality of the Services. Contractor is encouraged, but not required, to use this feature to protect Contractor’s own interests.

Any photographs or data that Contractor elects to upload through this feature shall constitute Work Product and Company records and may be used by Company as provided in Article XII, including to help resolve disputes and to gather equipment condition and documentation data. Contractor’s decision to use or decline this optional feature shall not affect Contractor’s ratings, marketplace visibility, or eligibility for Service requests, and does not alter Contractor’s status as an independent contractor who controls the manner and means of performing the Services.

Insurance and Licensing

6.1. Insurance Requirements

1. (a) General Liability Insurance. Contractor agrees to maintain, at Contractor’s sole cost and expense, a policy of general liability insurance in the minimum amount of $1,000,000 per occurrence and $2,000,000 aggregate, to cover bodily injury, property damage, personal injury, and contractual liability arising out of or related to the performance of the Services under this Agreement including any negligent acts or errors and omissions committed by Contractor or Contractor’s employees, subcontractors or agents during the performance of any duties under this Agreement.
2. (b) Commercial Automobile Liability Insurance. Contractor agrees to maintain, at Contractor’s sole cost and expense, a policy of commercial automobile liability insurance covering all owned, hired, borrowed or non-owned vehicles used in connection with the performance of the Services with limits of not less than $1,000,000 combined single limit per accident for bodily injury and property damage. Such insurance shall apply regardless of whether the vehicle is owned by Contractor or used by Contractor’s employees, subcontractors, or agents. Contractor shall be solely responsible for ensuring that all vehicles and drivers comply with applicable laws and insurance requirements.
3. (c) Workers’ Compensation. Contractor acknowledges and agrees that Contractor is an independent contractor and not an employee of Company. Contractor shall be solely responsible for maintaining workers’ compensation insurance coverage as required by applicable law for Contractor and for any employees, subcontractors, or agents engaged by Contractor in connection with the performance of Services.

To the extent Contractor is required by law to maintain workers’ compensation insurance, Contractor shall maintain such coverage at Contractor’s sole cost and expense in compliance with all applicable federal, state, and local requirements. Contractor shall also maintain employers’ liability insurance with limits sufficient to cover claims arising out of personal injury to Contractor’s employees, subcontractors, or agents.

If Contractor is legally exempt from maintaining workers’ compensation insurance (including, without limitation, because Contractor has no employees), Contractor represents and warrants that such exemption is valid under applicable law and agrees to provide proof of exemption upon reasonable request.

Contractor expressly acknowledges that Company does not provide workers’ compensation, occupational accident insurance, disability insurance, or any similar coverage for Contractor. Contractor agrees to indemnify, defend, and hold harmless Company from and against any and all claims, liabilities, costs, penalties, or expenses arising out of or related to Contractor’s failure to maintain required workers’ compensation coverage or any injury to Contractor or Contractor’s employees, subcontractors, or agents in connection with the Services.

Nothing in this Agreement shall be construed as requiring Company to obtain or maintain workers’ compensation insurance for Contractor or as creating any entitlement to such coverage.

1. (d) Additional Insured.

Company must be listed as an additional insured party on Contractor’s general liability policy and, where available, on Contractor’s commercial automobile policy. All required liability policies shall be primary and non-contributory as to Company and shall include a waiver of subrogation in favor of Company.

6.2. Proof of Insurance

Prior to performing any Services, Contractor shall provide Company with certificates of insurance evidencing all required insurance coverage under this Agreement. The maintenance of such insurance shall not limit Contractor’s liability under this Agreement.

6.3. Failure to Maintain Coverage

Contractor may not cancel required insurance policies without notifying Company in writing at least thirty (30) days in advance. Termination of required insurance constitutes a material breach of this Agreement.

6.4. Licensing and Permits

Contractor is solely responsible for obtaining and maintaining all licenses, permits, and approvals required to perform the Services and to operate Contractor’s business. Company bears no responsibility for Contractor’s licensing compliance.

Compliance with Laws

7.1. Federal, State, and Local Laws

Contractor shall perform all Services in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including but not limited to laws relating to workplace safety and property maintenance.

7.2. OSHA Compliance

Contractor is solely responsible for compliance with all applicable OSHA and workplace safety rules and for ensuring that its employees or agents perform the Services in a safe and lawful manner.

7.3. Environmental Laws

Contractor shall comply with all environmental and pesticide-related laws, including laws governing the use, handling, storage, application, and disposal of fertilizers, pesticides, herbicides, salt, de-icing materials, fuel, and similar substances, and shall maintain any licenses or certifications required for such activities.

7.4. Employment Law Acknowledgment

Contractor acknowledges that Contractor is operating an independently established business, as set forth in Article I, and is solely responsible for compliance with all laws applicable to independent contractors and contractors’ personnel, including laws governing worker classification, wages, taxes, workers' compensation, unemployment insurance, and employment eligibility. Contractor shall be solely responsible for any employees or agents engaged by Contractor, and Company shall have no obligations or liabilities with respect to such individuals.

7.5. Background Checks

If Contractor, Contractor’s employees, agents, or helpers access Customer property, Contractor authorizes Company, or a third-party provider, to conduct background checks as permitted by applicable law. Such checks may include criminal history, identity verification, and motor vehicle record reviews. Contractor represents that it has obtained all required consents from its employees, agents, and helpers who are subject to screening. Any background check obtained through a third-party provider may constitute a “consumer report” under the federal Fair Credit Reporting Act (FCRA) and applicable state law. Company (or its provider) will obtain any such report only after providing Contractor or the applicable employee, agent, or helper with a clear and conspicuous stand-alone written disclosure and obtaining the applicable person’s written authorization, and will follow the applicable adverse-action process before making any eligibility determination based in whole or in part on such report. The disclosure, authorization, and adverse-action mechanics described in this Section also apply to any Contractor’s employees, agents, or helpers who are screened, to the extent required by applicable law. Failure to consent or remain eligible under background check requirements may result in suspension or deactivation of Contractor’s access to the App and/or termination for cause.

NY Correction Law Article 23-A Compliance. Before making any adverse eligibility determination based in whole or in part on Contractor’s (or Contractor’s employee’s or agent’s) criminal conviction history, Company shall conduct an individualized assessment considering the factors set forth in NY Correction Law § 753, including: (1) the public policy of New York to encourage engagement of persons previously convicted; (2) the specific duties and responsibilities related to the Services; (3) the bearing, if any, of the offense on the individual’s fitness to perform such duties; (4) time elapsed since the offense; (5) age at time of offense; (6) seriousness of the offense; (7) information regarding rehabilitation and good conduct; and (8) the legitimate interest of Company in protecting property and the safety of Customers and the general public. Company shall not deny eligibility based on criminal conviction history unless either (i) there is a direct relationship between the offense and the specific Services, or (ii) engagement would involve an unreasonable risk to property or to the safety or welfare of specific individuals or the general public, in each case as determined through the individualized assessment described above. Company shall also comply with NY Executive Law § 296(16) regarding sealed or terminated criminal accusations and with any applicable local fair-chance or ban-the-box ordinance governing the timing and manner of criminal-history inquiries, including deferring such inquiries to the extent required by applicable local law.

City of Buffalo Fair Employment Screening Law. To the extent Contractor onboarding or Services are performed within the City of Buffalo, Company shall comply with the City of Buffalo Fair Employment Screening Law (City of Buffalo Code §§ 154-25 and 154-27(B)), which restricts criminal-history inquiries to the period after the applicant has been afforded a first interview. Company shall not inquire into, request disclosure of, or conduct or facilitate any criminal background check or criminal-history screening of any Contractor, or of any of Contractor’s employees, agents, or helpers who will perform Services in the City of Buffalo, until after such individual has been afforded a first interview or an equivalent initial screening or intake meeting through the App or otherwise. This timing restriction applies in addition to, and is not satisfied solely by compliance with, the FCRA adverse-action process, the NY Correction Law Article 23-A individualized assessment, or any general ban-the-box framework set forth elsewhere in this Section. For the avoidance of doubt, the individualized assessment required under Article 23-A and the adverse-action procedures required under the FCRA shall still be completed before any adverse eligibility determination, but the initial criminal-history inquiry itself shall not occur until after the first interview or equivalent initial intake has been conducted. If the City of Buffalo amends or supersedes §§ 154-25 or 154-27(B), Company shall comply with the successor requirements as in effect at the time of the inquiry.

Performance, Quality Control, and Client Relations

8.1. Performance Standards

Contractor warrants that Contractor is qualified to perform the Services and that the Services will be performed in a professional and workmanlike manner without the advice or direction of Company. Failure to perform Services in a professional and workmanlike manner constitutes a material breach of this Agreement. Nothing in this Article VIII shall be construed as Company exercising control over the manner or means by which Contractor performs the Services.

8.2. Photograph Verification and Fraudulent Documentation

Solely to verify that a job has been completed for payment purposes, and not to direct or control the manner or means by which Contractor performs the Services, Contractor shall submit before-and-after photographs or other reasonable documentation of the completed Services. Contractor shall not falsify, manipulate, misrepresent, reuse, or submit inaccurate or misleading photographs or documentation, including photographs taken from a different job, time, or location, or otherwise intended to falsely represent work performed.

If Company reasonably determines that Contractor has submitted falsified documentation, Company may, in its sole discretion and to the extent permitted by law: (a) withhold payment, in whole or in part, for the affected job pending investigation or resolution; (b) deny payment for the affected job if Services cannot be verified; and/or (c) offset withheld amounts against refunds, chargebacks, or damages caused by the misconduct. Submission of falsified documentation constitutes a material breach of this Agreement and may result in suspension or deactivation of Contractor’s access to the App and/or termination for cause.

8.3. Customer Interaction

Contractor shall interact with Customers and third parties in a professional, courteous, and lawful manner while performing Services, and in a way that reflects positively on Company.

Contractor shall not hold itself out as an employee, agent, or representative of Company. Contractor may identify itself as an independent contractor performing services through Company’s platform but shall not make statements or commitments on behalf of Company and has no authority to bind the Company in any manner whatsoever.

8.4. Corrective Work

If any Services performed by Contractor are materially defective, incomplete, or not performed in accordance with the applicable service request or reasonable industry standards, Contractor shall, upon notice, promptly correct or complete such Services at Contractor’s own cost and expense.

Corrective work, if required, shall be performed within a reasonable timeframe. Contractor shall not be entitled to additional compensation for corrective work unless otherwise expressly approved in advance by Company.

8.5. Customer Complaints

Customer complaints, claims, or disputes regarding the Services shall be submitted directly to Company. Upon notice from Company of any Customer complaint relating to Contractor’s Services, Contractor shall promptly and reasonably cooperate with Company in investigating the complaint, including by providing relevant information, documentation, photographs, or statements as reasonably requested.

Company’s receipt, review, or handling of Customer complaints and Contractor’s cooperation in connection therewith, shall not be deemed to create control over the manner or means by which Contractor performs the Services.

Confidentiality and Company Protection

9.1. Confidential Information

Contractor may gain access to confidential and proprietary information about Company and Company’s affairs and operations. Any written, printed, graphic, spoken, or electronically recorded information furnished by Company for Contractor’s use is the sole property of Company. This proprietary information includes, but is not limited to, customer requirements, customer lists, financial information, marketing information, scheduling systems, and information concerning Company’s employees, products, services, prices, sources, and operations.

Contractor will indefinitely keep this confidential information in the strictest confidence, and will not disclose it, or allow it to be disclosed, by any means to any person except with Company’s express written approval, and only to the extent necessary to perform the Services under this Agreement. This prohibition also applies to Contractor’s employees and agents. Upon termination of this Agreement, Contractor will return any confidential information in their possession to Company, including but not limited to any drawings, designs, blueprints, documents, data, specifications or other records of any nature belonging to Company and any reproductions or copies thereof. Improper disclosure of any of Company’s confidential information constitutes a material breach of this Agreement. Contractor will notify Company immediately of any disclosure of confidential or privileged information and cooperate in discovering the source of the disclosure.

9.2. Non-Solicitation

During the term of this Agreement and for a period of six (6) months thereafter, Contractor will not solicit, divert, or accept off-platform work from any Customer to whom Contractor was introduced or for whom Contractor performed Services through the App, for the purpose of providing services of the type offered through the App where the effect is to circumvent the App. This restriction is limited to such Customers, does not restrict Contractor from competing generally or from serving customers Contractor obtained independently of the App, and is intended solely to prevent circumvention of the App. If a court finds this restriction overbroad or otherwise unenforceable, it shall be reformed and blue-penciled to the narrowest scope necessary to render it enforceable.

9.3. No Non-Compete

Nothing in this Agreement restricts Contractor’s ability to compete or provide Services to others.

9.4. Customer Personal Information

Contractor will indefinitely keep all Customer personal information received through the App (“Customer Personal Information”) in the strictest confidence, and will not disclose it, or allow it to be disclosed, by any means to any person except as necessary to perform the Services under this Agreement or with Company’s express written approval. Contractor will use Customer Personal Information solely to perform the Services under this Agreement and will safeguard it using reasonable administrative, technical, and physical measures against unauthorized access, use, disclosure, alteration, or destruction. Upon termination of this Agreement, Contractor will promptly return to Company or securely delete all Customer Personal Information in Contractor’s possession or control, except to the extent retention is required by applicable law.

9.5. Security Breach Notification

Contractor will notify Company promptly, and in no event later than seventy-two (72) hours after Contractor becomes aware, of any suspected or actual breach of the security of any Customer or Company information in Contractor’s possession or control. Contractor will cooperate fully with Company’s investigation and response, including by providing information and assistance reasonably requested by Company.

Safety and Risk Allocation

10.1. Safety Compliance and Assumption of Risk

Contractor shall use appropriate safety equipment and protective gear and follow proper safety procedures in performing the Services. Contractor acknowledges that providing Services involves inherent risks associated with operating vehicles and equipment, working outdoors, exposure to weather conditions, and accessing Customer property. Contractor knowingly and voluntarily assumes all risks arising out of or related to the performance of the Services.

10.2. Responsibility for Property Damage and Misconduct

Contractor shall be solely responsible for any damage to Customer property or third-party property, loss, or other harm arising out of or related to Contractor’s Services. If Company reasonably determines that Contractor has caused damage to Customer property, engaged in negligent or improper conduct, or otherwise acted in a manner that results in harm to a Customer or material harm to the reputation, goodwill, or operations of Company, Company may, to the extent permitted by law: (a) withhold payment, in whole or in part, for the affected job pending investigation or resolution; (b) offset or deduct from amounts otherwise payable to Contractor any costs, refunds, chargebacks, claims, or damages arising from such conduct; and/or (c) require Contractor to reimburse Company for amounts paid to Customers or third parties as a result of Contractor’s actions.

10.3. Injuries to Contractor or Contractor’s Employees or Agents

Contractor shall be solely responsible for any injury, death, or illness suffered by Contractor or Contractor’s employees or agents arising out of or related to the performance of Services.

10.4. Injuries to Customers or Third Parties

Contractor shall be solely responsible for any injury or death to Customers or third parties arising out of or related to the performance of Services, including but not limited to injuries caused by flying debris, equipment operation, or failure to use proper safety equipment or procedures.

10.5. Vehicle-Related Injuries

Contractor is solely responsible for any injury or death arising from the operation, use, loading, parking, or transportation of Contractor’s vehicles, equipment, or materials, including incidents occurring while traveling to or from a job site.

10.6. Indemnification

Contractor is solely responsible for taking appropriate precautions to mitigate the risks outlined in this Article X and for ensuring the safety of Contractor and Contractor’s employees and agents.

To the fullest extent permitted by applicable law, Contractor shall defend, indemnify, and hold harmless Company and its officers, directors, employees, and agents, from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses arising out of or relating to Contractor’s performance of the Services, any negligent, reckless, or wrongful act or omission of Contractor or Contractor’s employees or agents, or bodily injury, death, or property damage caused by or attributed to Contractor’s work. This indemnification obligation shall apply regardless of whether the claim is brought by a Customer, third party, or Contractor’s personnel, except to the extent caused by Company’s gross negligence or willful misconduct, to the extent such exception is required by applicable law. If any portion of this indemnification is held unenforceable under New York General Obligations Law Section 5-322.1 or otherwise, it shall be enforced to the maximum extent permitted by law and limited to Contractor’s proportionate share of fault. Contractor’s obligation to procure and maintain the insurance required under Article VI is independent of, and in addition to, this indemnification obligation.

10.7. Limitation of Liability

To the maximum extent permitted by law, Company shall not be liable to Contractor for any indirect, incidental, consequential, special, punitive, or exemplary damages, or for any lost earnings, lost profits, or missed Service requests, arising out of or relating to this Agreement, the App, or the Services. Company’s aggregate liability arising out of or relating to this Agreement shall not exceed the total platform fees actually retained by Company from Contractor during the three (3) months preceding the event giving rise to the claim. The App is provided “as is” and “as available,” and Company disclaims all warranties, express or implied, regarding the App to the maximum extent permitted by law.

Term and Termination

11.1. Term and Termination for Convenience

This Agreement shall commence on the Effective Date and shall continue in effect unless and until terminated by either Party in accordance with this Agreement. Either Party may terminate this Agreement at any time upon thirty (30) days’ written notice.

11.2. Termination for Cause

Company may immediately terminate this Agreement without prior notice if Contractor: (a) materially breaches this Agreement; (b) engages in fraud, dishonesty, or misconduct; (c) violates any safety requirement(s) or law(s) in a manner that poses a risk to persons, property, or the reputation of Company; or (d) fails to maintain required insurance, licenses, or eligibility to perform the Services. In lieu of or pending termination, Company may suspend or restrict Contractor’s access to the App pending investigation of any of the foregoing. Any termination or suspension constitutes removal from or deactivation of the marketplace and does not constitute discharge from employment.

11.3. Effect of Termination

Upon termination of this Agreement, Contractor shall be entitled to payment for Services properly completed prior to termination, subject to applicable offsets and disputes. Company shall have no obligation to pay Contractor for Services not completed as of the termination date. Company may withhold or offset any amounts owed against damages, chargebacks, or other losses arising from Contractor’s breach to the extent permitted by law.

Upon termination of this Agreement, Contractor shall return all Company confidential information, if any.

Termination of this Agreement shall not affect provisions that by their nature are intended to survive termination, including, without limitation, provisions relating to independent contractor status, payment obligations, taxes, confidentiality, non-solicitation (Section 9.2), the protection of Customer Personal Information and the data-security and breach-notification obligations (Sections 9.4, 9.5, and 13.2), intellectual property and Work Product ownership (Article XII), indemnification, limitation of liability, dispute resolution, including arbitration and the class and collective action waiver (Article XV), and governing law.

Intellectual Property

12.1. Work Product

Contractor hereby irrevocably assigns to Company all right, title, and interest in and to all reports, service records, estimates, designs, photographs, videos, measurements, documentation, data, and other materials created, captured, or prepared by Contractor in connection with the Services (collectively, the “Work Product”), and Company shall own the Work Product. To the extent any Work Product qualifies as a “work made for hire,” it shall be deemed a work made for hire; the Parties do not intend this designation to imply or create any employment relationship between them.

12.2. License to Use

Contractor grants Company a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, display, distribute, modify, and create derivative works from the Work Product, including any photographs, videos, data, and related materials, for any lawful business purpose of Company, including but not limited to operations, customer communications, quality control, training, marketing or promotional activities, product and service development, analytics, and fraud prevention. Company’s rights under this license are not limited to purposes directly related to the Services.

12.3. Company Records; Customer Service Data

Any and all Customer information, service data, and records entered, uploaded, or generated by Contractor through the App in connection with the Services—including, without limitation, gate codes and gate instructions, access and entry instructions, preferred service locations, property layouts and site maps, service notes, and similar customer-service information—shall constitute Company business records and are owned exclusively by Company. Contractor acquires no right, title, or interest in such records and shall not retain, copy, use, or disclose such information except as necessary to perform the Services and as otherwise permitted under Article IX. Company’s ownership of such business records reflects only Company’s operation of the App and maintenance of its records, and shall not be construed to create control over the manner or means by which Contractor performs the Services or to create an employment relationship between the Parties.

12.4. Company Brand, Trademarks, and Non-Representation

Company’s names, trademarks, service marks, trade names, logos, domain names, and other brand features (collectively, the “Company Marks”) are and shall remain the sole and exclusive property of Company. Contractor shall not use, display, reproduce, alter, or register any Company Mark, or any confusingly similar mark, on any vehicle, uniform, signage, advertisement, business card, website, social media account, or other material, without Company’s prior written authorization, which may be granted or withheld in Company’s sole discretion. Nothing in this Agreement grants Contractor any license or right in the Company Marks, and any goodwill arising from any permitted use shall inure solely to the benefit of Company.

Consistent with Section 8.3 and Article I, Contractor shall not hold itself out as an employee, agent, partner, or representative of Company. Contractor may truthfully identify itself as an independent contractor that performs Services through Company’s platform but shall not make any statement or commitment on behalf of Company or otherwise suggest that an employment or agency relationship exists between Contractor and Company.

Technology, Electronic Communications, and Service Interruptions

13.1. Location Technology; GPS and Geofencing

Contractor acknowledges that the App may use location-based technologies, including global positioning system (GPS) tracking, geolocation, and geofencing, to verify Contractor’s arrival at, presence at, and departure from a Customer’s service location, to confirm that Services were performed at the correct location, and to support job verification, safety, quality control, dispute resolution, and fraud prevention. Contractor consents to the collection and use of such location data in connection with Contractor’s use of the App and performance of the Services. The use of location technology for verification is administrative in nature, does not direct or control the manner, means, methods, or timing by which Contractor performs the Services, and shall not be construed to create an employment relationship between the Parties.

13.2. Data Privacy and Retention

All location data, verification photographs, video footage, and other personal or device information collected through the App will be collected, used, retained, secured, and disclosed in accordance with Company’s Privacy Policy and applicable law, and solely for the verification, safety, quality-control, dispute-resolution, and fraud-prevention purposes described in this Agreement. Contractor consents to such collection and use. Company’s Privacy Policy is incorporated into this Agreement by reference.

Company will maintain reasonable administrative, technical, and physical safeguards for private information collected through the App and will handle such information in accordance with its Privacy Policy and applicable law, including applicable data-security and breach-notification requirements. Company will notify Contractor of any breach of the security of Contractor’s private information to the extent, and in the manner, required by applicable law.

13.3. Electronic and Digital Notices

Contractor agrees that Company may provide notices, disclosures, and other communications relating to this Agreement, the App, and the Services electronically, including by email, SMS or text message, in-app message, or push notification, to the contact information associated with Contractor’s account. Contractor consents to receive such communications electronically and agrees that they satisfy any legal requirement that such communications be in writing. Notices sent by email, SMS or text message, in-app message, or push notification shall be deemed given when sent or made available; provided that any notice terminating this Agreement or alleging a material breach shall additionally be sent by email to the address associated with Contractor’s account. Contractor is solely responsible for maintaining current and accurate contact information and the ability to receive such communications. Any notice or communication from Contractor to Company required or permitted under this Agreement shall be in writing and sent to Company at its principal place of business set forth above (Attention: Legal) or to such other address or email as Company may designate through the App or in writing.

13.4. Force Majeure; Service and Technology Interruptions

Neither Party shall be liable for any delay or failure to perform, and Company shall have no liability to Contractor, arising out of or relating to any event or condition beyond its reasonable control, including, without limitation, acts of God, severe weather, natural disasters, fire, flood, epidemic or pandemic, governmental action, labor disputes, cellular network or telecommunications outages, internet or data service failures, power or utility outages, hosting or cloud-service disruptions, GPS or location-service disruptions, software or hardware failures, cyberattacks, and interruptions or failures of third-party payment processors or financial institutions (each, a “Force Majeure Event”).

Company does not guarantee that the App or any of its features will be uninterrupted, error-free, or available at any particular time, and Company shall not be liable for any lost earnings, missed Service requests, delayed payments, or other loss or damage resulting from a Force Majeure Event or from any interruption, suspension, or discontinuation of the App or its features. If a Force Majeure Event prevents payment processing, Company shall remit amounts properly owed to Contractor as soon as reasonably practicable after the Force Majeure Event is resolved.

Fraud Prevention, Monitoring, and Verification

14.1. Video Documentation; Dash Cam and Body Cam Footage

Contractor may, in Contractor’s sole discretion and at Contractor’s expense, use dash-camera, body-camera, or similar video-recording devices while performing the Services, provided that Contractor does so in compliance with all applicable laws, including any applicable notice or consent requirements. To the extent Contractor captures such footage, Contractor agrees that Company may request, and Contractor shall reasonably cooperate in providing, such footage for purposes of investigating and resolving Customer complaints, disputes, chargebacks, safety incidents, and suspected fraud. The availability or use of such footage in dispute resolution does not obligate Contractor to record and does not create control over the manner or means by which Contractor performs the Services.

14.2. Fraudulent Customer Complaints and Repeat Chargebacks

Company may investigate, and may use verification data (including photographs, location data, and any available video footage) to evaluate Customer complaints, refund requests, and chargebacks. Where Company reasonably determines that a Customer complaint, refund, or chargeback is fraudulent, abusive, unsubstantiated, or part of a pattern of repeat chargebacks, Company may, to the extent permitted by law, decline to offset the disputed amount against Contractor, reverse or restore amounts previously deducted from Contractor’s Wallet, contest the chargeback with the payment processor, and take appropriate action against the offending Customer, including suspending or removing the Customer’s access to the App. Nothing in this Section obligates Company to pursue any particular Customer or guarantees any recovery.

14.3. Prohibition on Artificially Generated or Manipulated Documentation

In addition to Section 8.2, Contractor shall not create, submit, or upload any job photograph, video, or other documentation that is artificially generated, synthetic, digitally altered, or manipulated, including any content generated or modified using artificial intelligence, image-editing, or similar tools, or that otherwise misrepresents the work performed or the condition of the service area. Submission of any such content constitutes falsified documentation and a material breach of this Agreement, subject to the remedies set forth in Section 8.2 and Article XI, including suspension or deactivation of Contractor’s access to the App and/or termination for cause.

14.4. Device Integrity; Rooted or Jailbroken Devices

Contractor shall access the App only through a supported mobile device that has not been rooted, jailbroken, or otherwise modified to circumvent the device manufacturer’s or operating system’s security controls, and shall not use any emulator, GPS-spoofing application, automation script, or other tool designed to falsify location data, device information, or App activity. Company may detect, restrict, suspend, or terminate access from any device that Company reasonably determines to be rooted, jailbroken, compromised, or otherwise used to circumvent App security or verification features.

14.5. Fraud Detection and Risk Assessment Tools

Contractor acknowledges that Company may employ internal and third-party fraud detection, risk assessment, and analytics tools to monitor for and identify fraudulent, deceptive, or abusive activity in connection with the App, including anomalous location data, duplicate or altered photographs, irregular job or payment patterns, and other risk indicators. Company may use the results of such tools, together with other available information, to investigate suspected fraud and to exercise its rights under this Agreement, including under Sections 4.8 and 8.2 and Article XI. The use of these tools is for verification, security, and fraud-prevention purposes and does not direct or control the manner or means by which Contractor performs the Services, consistent with Contractor’s status as an independent contractor.

Dispute Resolution

15.1. Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles. To the extent any dispute is permitted or required to be brought in court under Section 15.2, any such action or proceeding shall be brought in the state courts located in Erie County, New York, or the United States District Court for the Western District of New York, and the Parties hereby irrevocably submit to the personal jurisdiction and venue of such courts and waive any objection based on inconvenient forum. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

15.2. Arbitration; Class and Collective Action Waiver

1. (a) Mandatory Arbitration. Except as expressly provided in Section 15.2(c), Contractor and Company agree that, any dispute, claim, or controversy arising out of or relating to this Agreement, Contractor’s use of the App, or the Services, whether based in contract, tort, statute, or otherwise, shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single arbitrator, with the seat and any in-person hearing located in Erie County, New York. The arbitrator shall apply New York law consistent with Section 15.1. Judgment on the award may be entered in any court of competent jurisdiction, subject to Section 15.1. This provision is governed by the Federal Arbitration Act.
2. (b) Class and Collective Action Waiver. To the fullest extent permitted by law, all disputes shall be arbitrated only on an individual basis. Contractor and Company each waive any right to bring or participate in any class, collective, mass, consolidated, or representative action, and the arbitrator may not consolidate or join the claims of more than one person or preside over any class, collective, or representative proceeding. If this class and collective action waiver is found unenforceable as to any claim, that claim shall proceed in court under Section 15.1, but the remainder of this Agreement to arbitrate shall remain in effect for all other claims.
3. (c) Exceptions. Either Party may (i) seek temporary or preliminary injunctive or other equitable relief in the state courts located in Erie County, New York, or the United States District Court for the Western District of New York, as provided in Section 15.1, to prevent actual or threatened breach of the confidentiality, non-solicitation, intellectual-property, or Company Marks provisions, and (ii) bring an individual claim in small-claims court if it qualifies. Seeking such relief does not waive the right to arbitrate any other claim. Any court proceeding permitted or required under this Section, including proceedings involving claims excluded from or not subject to arbitration, enforcement of an award, or the class and collective action waiver, shall be subject to the governing-law, venue, jurisdiction, jury-waiver, and attorney’s-fees provisions of Sections 15.1 and 15.3. The Parties agree that arbitration is the exclusive forum for resolving the merits of any dispute subject to this Section, and any court proceeding authorized by this subsection is limited to the specific relief sought therein and shall not affect the Parties’ obligation to arbitrate the underlying dispute.
4. (d) Delegation. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration provision, except that a court shall decide the enforceability of the class and collective action waiver in subsection (b).

15.3. Attorney’s Fees

In any action or proceeding brought to enforce or interpret this Agreement, the prevailing Party shall recover its reasonable attorney’s fees and costs from the non-prevailing Party.

Assignment and Subcontracting

16.1. No Assignment Without Consent

Contractor may not assign this Agreement or any obligations hereunder without Company’s express written consent, which may be granted or withheld in Company’s sole discretion. Company may freely assign this Agreement, in whole or in part, without Contractor’s consent, including in connection with any financing, merger, reorganization, or sale of all or substantially all of Company’s assets or business.

16.2. Subcontracting

Contractor may use Contractor’s own qualified employees, agents, or helpers to perform the Services, provided they satisfy the insurance and eligibility requirements of this Agreement, including the licensing, insurance, background-check, motor vehicle record, and other eligibility requirements set forth in Sections 6.1, 6.4, 7.4, and 7.5, and Contractor remains fully responsible for their acts and omissions as if performed by Contractor directly. Contractor shall remain solely responsible for the supervision, compensation, taxes, insurance, workers’ compensation, conduct, safety, and quality of all such employees, agents, and helpers, consistent with Sections 6.1 and 7.4. Contractor shall not assign or delegate the Agreement itself to another business without Company’s prior written consent, which shall not be unreasonably withheld.

Miscellaneous

17.1. Entire Agreement

This Agreement, together with any exhibits, supersedes any and all agreements, either oral, written, electronic, or otherwise, between the Parties with respect to the rendering of Services by Contractor and contains all of the representations, warranties, covenants, and agreements between the Parties with respect to the rendering of those Services.

17.2. Modifications

1. (a) Core Terms. Any modification to the following core terms of this Agreement shall be effective only if made in a writing signed by authorized representatives of both Parties: compensation structure (Article IV), indemnification (Section 10.6), limitation of liability (Section 10.7), arbitration and dispute resolution (Article XV), intellectual property ownership (Article XII), insurance requirements (Article VI), confidentiality (Article IX), independent contractor status (Article I), and assignment (Article XVI) (collectively, “Core Terms”).
2. (b) Operational and Platform Rules. Company may modify operational and platform rules—including App functionality, marketplace policies, fee schedules, service-area parameters, platform eligibility requirements, verification procedures, and technology or security requirements—by providing Contractor with reasonable advance notice through the App, email, or other electronic communication method specified in Section 13.3. Contractor’s continued use of the App after such notice constitutes acceptance of the modified operational or platform rules. If Contractor does not agree to a modification, Contractor’s sole remedy is to cease using the App and terminate this Agreement upon notice. Any modification to Company’s data or privacy practices that materially affects the rights of Customers or Contractor shall be made in accordance with the notice and consent procedures of the Privacy Policy and, as applicable, the Customer Terms & Conditions (with respect to Customers) or this Agreement (with respect to Contractor), without otherwise altering the Core Terms or operational and platform rules framework set forth in this Section 17.2.
3. (c) Boundary. For the avoidance of doubt, “operational and platform rules” means rules governing the day-to-day administration and use of the App that do not alter any Core Term. Any modification that substantively changes a Core Term, regardless of how it is labeled or where it is communicated, shall require a signed writing under paragraph (a). If any dispute arises as to whether a modification constitutes a change to a Core Term, the Parties agree that such dispute shall be resolved under the dispute-resolution provisions of Article XV.
4. (d) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way.

17.3. Waivers

No waiver of any term in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.

17.4. Counterparts and Electronic Signatures

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument. Signatures transmitted electronically, including by PDF or via electronic signature platform, shall be deemed original signatures for all purposes and shall be fully valid and binding upon the Parties.

17.5. Data Handling Precedence

Solely with respect to the handling of personal information, Company’s Privacy Policy shall control unless this Agreement provides more specific data-handling obligations. This Agreement shall otherwise control as to all commercial and operational terms.

17.6. No Third-Party Beneficiaries

Except for the Company indemnitees identified in Section 10.6, this Agreement is entered into solely between, and may be enforced only by, Company and Contractor. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Customer or other third party any right, benefit, or remedy of any nature under or by reason of this Agreement.