Pro Contractor Agreement

1. Who this applies to

This Pro Agreement applies to any individual, sole proprietor, partnership, LLC, corporation, or other entity that registers with TradeSpark to offer trade services (each, a "Pro"). "You" means both the individual signing up and the business entity, if any, on whose behalf that individual signs up.

2. Independent contractor status

You are an independent contractor. This Pro Agreement does not create an employment, agency, joint venture, partnership, or franchise relationship between you and TradeSpark. You are solely responsible for how you perform work, what prices you charge, what hours you keep, what crews you hire, what equipment you use, and how you manage your business. TradeSpark does not direct or supervise your work.

3. Eligibility and representations

You represent and warrant that:

• You are at least 18 years old and authorized to enter into this Pro Agreement on behalf of your business.
• You and each person who performs work under your account hold all licenses, registrations, permits, bonds, and insurance required by applicable federal, state, and local law to offer and perform the services you list. You will keep them in good standing and promptly notify us of any change in status.
• All information you provide about your business, experience, credentials, insurance, and prior work is truthful and current.
• You will comply with all applicable laws, including labor and wage laws, worker classification rules, OSHA and state safety rules, consumer protection laws, and home improvement licensing laws.
• You are not a debarred, suspended, or otherwise restricted party under any federal, state, or local program, including lists of excluded contractors.

4. Subscription fees and billing

You pay a flat subscription fee for access to the Pro network. As of the effective date, the fee is US$50 per month per Pro account. Subscriptions auto-renew until canceled. TradeSpark does not charge per-lead fees and does not take a percentage of work you perform. Price changes are governed by Section 6 of the Terms of Service.

5. Lead matching and non-circumvention

TradeSpark uses algorithms, homeowner preferences, and Pro availability to match projects with one or more Pros. We do not guarantee a specific number, value, or quality of matches. We may adjust the matching logic from time to time.

If you are introduced to a property owner through the Service, you agree not to solicit that property owner off-platform to perform a substantially similar project for a period of twelve (12) months from the introduction. This provision protects the integrity of the platform for all Pros and property owners; it does not restrict independent business relationships that pre-date the introduction or that develop without using information obtained through the Service.

6. Bids, contracts, and work performance

You are responsible for the bids you submit. Bids must be accurate, honest, and reflect your real intent to perform the work at the price and on the timeline stated. Any contract for work is directly between you and the property owner. TradeSpark is not a party to that contract and does not guarantee performance by either party.

You will perform contracted work in a professional, workmanlike manner, in compliance with applicable building codes, permit requirements, safety standards, and manufacturer instructions. You will honor warranties and commitments you make in your bids or communications. You will not engage in bid rigging, price fixing, collusive bidding, or other anticompetitive practices.

7. Payments for work performed

Payment for construction work is between you and the property owner under your own contract. TradeSpark does not process construction payments as of the effective date. If we introduce an in-platform payment option in the future, additional terms will apply and we will obtain your agreement to them before enabling the feature for your account.

8. Insurance, license, and safety

You will maintain, at your own expense:

• All licenses, registrations, and bonds required by the jurisdictions where you advertise or perform work.
• General liability insurance with limits appropriate to the work you perform.
• Workers' compensation insurance covering any employees, as required by applicable law.
• Auto liability insurance covering any vehicles used for work obtained through the Service.

On request, you will provide current certificates of insurance naming the property owner or TradeSpark as a certificate holder where appropriate. You will comply with OSHA, state occupational safety rules, and the site-specific safety requirements of each project.

9. Tax information and 1099 reporting

You are responsible for all federal, state, and local taxes arising from your work. If TradeSpark is required to issue an information return (such as Form 1099-K, 1099-MISC, or 1099-NEC) to you or to a tax authority, you will promptly provide a completed IRS Form W-9 or W-8 (as applicable) and any other information we reasonably request. Failure to provide required tax information may result in backup withholding or suspension of your account.

10. Background checks

Joining the Pro network is conditional on satisfactory identity verification, license verification, and background check results. Additional disclosures, your rights, and the adverse action process are described in our Background Check Disclosure & Authorization and in the standalone FCRA disclosure provided during onboarding.

11. Reviews and reputation

Property owners may leave reviews of your work. You agree that TradeSpark may publish reviews that comply with our content standards and may use aggregated rating data to match projects. You will not pay for reviews, trade favors for reviews, post fake reviews, or threaten or retaliate against a property owner or another Pro for a review. We may investigate review integrity and remove content that violates our policies.

12. Suspension and termination

TradeSpark may suspend or terminate your Pro account if:

• You violate this Pro Agreement, the Terms of Service, the Acceptable Use Policy, or applicable law;
• Your license, insurance, or background status lapses or changes materially;
• We receive credible reports of unsafe work, fraud, harassment, or discrimination;
• We discontinue the Pro program in your region or as a whole; or
• Your subscription payment fails and remains unresolved after reasonable notice.

On termination, your scheduled subscription fees are not refundable except as described in our Refund Policy. Outstanding obligations to complete work already contracted with a property owner survive termination.

13. Disclaimers specific to Pros

TradeSpark does not guarantee the volume, value, or quality of leads. Past lead activity is not a guarantee of future activity. Matching, ranking, and search results may change as we improve the Service. Section 13 of the Terms of Service ("Disclaimers") applies to you in full.

14. Indemnification by Pro

In addition to Section 15 of the Terms of Service, you will defend, indemnify, and hold TradeSpark harmless from and against any third-party claim, loss, damage, liability, cost, or expense (including reasonable attorneys' fees) arising out of or related to (a) your performance or non-performance of work contracted through the Service, (b) property damage, personal injury, or death arising from your work, (c) your breach of any representation or warranty in this Pro Agreement, (d) your misclassification of any worker, or (e) any violation of licensing, tax, or labor law by you or your personnel.

15. General

This Pro Agreement is governed by the laws of the State of Delaware, USA. Disputes are resolved as described in Section 16 of the Terms of Service. All other general provisions of the Terms of Service (assignment, severability, waiver, notices, force majeure, and so on) apply to this Pro Agreement.