Dude, Where's My Pro?

Version 3 · Last Updated October 20, 2026

Dude Where’s My Pro

Provider Agreement

Contents

This Provider Agreement (the "Agreement") is between Modest Services LLC, a Texas limited liability company doing business as Dude Where’s My Pro ("Company," "we," or "us"), and the business or individual that registers for a Provider account ("Provider" or "you"). It governs your access to the Dude Where’s My Pro provider portal and mobile application (together, the "Platform") and your participation in Jobs offered through it. Section 23 requires most disputes to be resolved by individual arbitration.

SECTION 1. ACCEPTANCE, ELIGIBILITY AND CHANGES

1.1 Acceptance.

By registering for a Provider account or using the Platform, you agree to this Agreement and to our Community and Content Guidelines, which are incorporated by reference, and you acknowledge our Privacy Policy, which explains how we handle personal information.

1.2 Eligibility.

You represent that you are at least eighteen years old, that you operate an independent business, that you have authority to bind the entity you register, and that you are able to perform the services you list lawfully in each area you serve. If you do not have that authority, you are personally bound by this Agreement as if you were the business, you are responsible for every obligation, duty, and liability the business would have had under it, and you shall indemnify us under Section 21 against any claim by the business arising from your lack of authority.

1.3 Changes.

We may update this Agreement. We shall post the updated Agreement with a revised Last Updated date, which is the date it takes effect, except that a change to Section 23 takes effect as Section 23.8 provides, and for changes that materially affect your rights or obligations we shall notify you in the Platform or by email before they take effect. We may require you to accept the updated Agreement, and until you do, we may restrict your access to the Platform or to certain of its features, such as submitting new Bids. A change to the Service Fee or to a payout term shall not apply to a Job you have already accepted.

SECTION 2. DEFINITIONS

2.1 Defined terms.

"Add-on" means an offer you make in the Platform, after a Customer accepts your Bid, to perform additional services for the same Job at a stated price. "Arrival" means your record in the Platform, made for a scheduled day, that you have started the work or that you cannot start it. "Bid" means your offer to perform a Job at a stated price, and "Bid price" means that price. "Customer" means a person or business that posts a Job. "Guidelines" means our Community and Content Guidelines published at /community-guidelines, in the version in force when the content was posted or the conduct occurred. "Introduced Party" means a Customer you first came into contact with through the Platform. "Job" means the services a Customer requests through the Platform. "Job Posting" means a Customer’s request for a Job. "Off-Platform Transaction" means an arrangement with an Introduced Party for services of a kind offered through the Platform that is arranged, invoiced, or paid outside the Platform. "Payment Processor" means Stripe, Inc. and its affiliates. "Promotional Reward" has the meaning given in Section 10.1. "Provider Services" means the services you perform for a Customer. "Referral Code" and "Referral Reward" have the meanings given in Section 10.7. "Review" means a rating or written comment a Customer submits about a Job. "Service Fee" means the fee described in Section 9.2 and Exhibit B. "Signup Fee" means the fee described in Section 9.6.

SECTION 3. RELATIONSHIP OF THE PARTIES

3.1 Independent business.

You are an independent business. You are not our employee, agent, partner, or joint venturer, and we are not a joint employer with you. You are not entitled to any employee benefit from us, and we do not withhold or pay any tax, contribution, or premium on your behalf. You are responsible for your own personnel, including their pay, taxes, supervision, insurance, and workers’ compensation coverage or election.

3.2 How you work.

The following apply in contract and in fact. You are paid on a per-job or per-transaction basis. We do not set the hours during which you must be available to accept Jobs. You may use any competing platform or network. You may engage in any other occupation or business. You decide where and when you work and when you access the Platform. You bear substantially all of your own expenses of performing Provider Services. You supply your own tools, materials, and equipment. We do not direct the details or methods of your work or require you to follow instructions on how to perform it. We do not require you to attend meetings or training. Any scheduling feature in the Platform records the times you and the Customer agree between yourselves; we do not set, assign, or control your schedule.

3.3 How we operate.

We accept Job requests only through the Platform and not by telephone, facsimile, or in person at a retail location, and we do not perform Provider Services at or from any physical business location we operate.

3.4 No control over performance.

Nothing in this Agreement, and nothing we do to operate the Platform, protect users, enforce this Agreement, or comply with law, gives us the right to control how you perform Provider Services. Where a provision could be read to give us that right, it shall be read not to. Arrivals, photographs, and the records and counts described in Section 8 record what you and a Customer agreed and what happened, for payment, dispute, and safety purposes. They are not instructions on how to perform Provider Services.

SECTION 4. PLATFORM ACCESS AND ACCOUNT

4.1 License to use the Platform.

We grant you a limited, revocable, non-exclusive, non-transferable license to use the Platform to find, bid on, manage, and be paid for Jobs. You shall not copy, modify, reverse engineer, resell, or provide access to the Platform to anyone else.

4.2 Your account.

You shall keep your registration information, service areas, license records, and insurance records accurate and current. You are responsible for all activity under your account and for the security of your credentials, and you shall notify us promptly at accounts@dudewheresmypro.com of any unauthorized use.

4.3 Enforcement.

We may warn you, or suspend or restrict your account or your eligibility to bid on any category of work, if you breach this Agreement or the Guidelines, if a license or insurance requirement lapses, if we are required to act by law, or if we identify a risk of fraud or harm to a user. Where practical and lawful, we shall tell you why, and what actions you can take.

SECTION 5. SCREENING AND BACKGROUND CHECKS

5.1 Condition of participation.

Your access to the Platform is conditioned on completing our intake review, which may include verification of your business information, review of evidence of insurance and of any license your trade requires, and a background check obtained from a third-party consumer reporting agency. We may repeat any part of that review while your account is open. A background check is valid for one year. We shall tell you, in the Platform and by email, at least 30 days before yours expires, and you renew it in the Platform. If it expires before it is renewed, you may not submit new Bids until it is renewed. Your accepted Jobs are not affected.

5.2 Separate disclosure and authorization.

The disclosure and the authorization for a background check are given to you separately from this Agreement, and this Agreement neither contains nor substitutes for them. We shall not obtain a background check on you until you have received that disclosure and given that authorization.

5.3 Adverse decisions.

We may decline your application or deactivate your account based in whole or in part on the results of a background check. Before we do so, we or the consumer reporting agency shall give you a copy of the report and a summary of your rights under the Fair Credit Reporting Act, and a reasonable opportunity to dispute the information with the agency before the decision becomes final. When the decision is final, we shall tell you so and give you the agency’s contact details and the other information that Act requires. Disputes about the accuracy of a report are handled by the consumer reporting agency that prepared it.

5.4 No representation to Customers.

We describe our screening to Customers as limited and point-in-time, and we make no representation to any Customer about your character, competence, or work. You shall not describe yourself in the Platform as endorsed, certified, approved, or guaranteed by us.

SECTION 6. LICENSES, PERMITS AND COMPLIANCE

6.1 Representation and continuing covenant.

You represent and shall continue to hold every license, registration, certification, permit, and bond required to perform each category of work you accept in each place you accept it, and you shall perform in compliance with all applicable law, code, and permitting requirements.

6.2 Notice of lapse.

You shall notify us in writing at accounts@dudewheresmypro.com within two business days after any license, permit, or bond you hold is suspended, revoked, expired, restricted, or made subject to disciplinary action, identifying the credential, the issuing authority, the date, and the reason.

6.3 Consequence of lapse.

On lapse, and without further action by either party, your eligibility to bid on the affected categories of work is suspended until you provide evidence that the credential is restored. We may suspend your account entirely where the lapse affects the majority of your active categories or where you failed to give the notice Section 6.2 requires.

6.4 Permits.

You are responsible for obtaining any permit or inspection a Job requires and for the cost of it unless you and the Customer agree otherwise in the Platform.

SECTION 7. INSURANCE

7.1 Required coverage.

Where Exhibit A requires coverage for a category of work you accept, you shall maintain, at your own cost and with insurers reasonably acceptable to us, that coverage throughout the term and for the period stated there. Coverage shall be written on an occurrence basis where Exhibit A so requires. Exhibit A sets out when you must carry coverage and in what amounts, including coverage that depends on how you work, such as for vehicles and employees.

7.2 Evidence.

Where you carry or are required to carry coverage under Exhibit A, you shall provide a certificate of insurance on registration or before you bid on work for which that coverage is required, and within five business days after we request one, and you shall notify us within two business days after any required coverage is cancelled, non-renewed, or reduced below the limits in Exhibit A. A Customer who hires you can see the details of the insurance that covered the Job, including the insurer, policy number, named insured, policy period, limits, and claims contact, for as long as we keep the Job, including after your account closes, as our Privacy Policy describes. You may not bid on a Job, or schedule an Add-on, for a day that your required coverage does not cover.

7.3 Additional insured.

Where Exhibit A so states, you shall name Modest Services LLC as an additional insured on your commercial general liability policy for liability arising out of your work.

7.4 Consequence of failure.

If you fail to maintain required coverage, your eligibility to bid is suspended without further action by either party until evidence of reinstated coverage is provided, and the failure is subject to your indemnity under Section 21.

SECTION 8. BIDS, JOB FORMATION AND PERFORMANCE

8.1 Bidding.

You choose the areas you serve and the trades you offer, from those the Platform has open, and those choices decide which Job Postings the Platform shows you. We may remove a trade from your account where we determine it does not match the work you do, but never your only trade, and we shall tell you when we do. If we stop offering a trade, we remove it from every account that lists it and tell you. If that was your only trade, you will need to add a new trade to receive new requests. Removing a trade, whether you do it or we do, withdraws your open Bids in it and closes your conversations in it about Jobs you have not been hired for, and Jobs you were already hired for continue. You may bid on any Job in your areas and trades. You are not required to bid on any Job, and declining Jobs has no consequence under this Agreement. By bidding on a Job, you represent that you have the skills, experience, tools, equipment, personnel, licenses, and insurance needed to perform it safely and competently, as the Job Posting and your Bid describe it. If the Customer changes the Job Posting, your waiting Bid is declined, and you may bid again. If we move a Job Posting to a different trade, your Bid on it is withdrawn if you do not offer that trade or do not meet its requirements.

8.2 Formation.

A Bid is your offer. When a Customer accepts it in the Platform, a contract is formed directly between you and that Customer on the terms of the Bid and the Job Posting. Each Bid and each Add-on shall describe the work it covers, and that description is part of the terms the Customer accepts. We are not a party to that contract, not your agent, except as your limited agent to accept payment under Section 9.2, and not a guarantor of either party’s performance. An Add-on the Customer accepts in the Platform becomes part of that contract, on the terms of the Add-on. When you submit a Bid or offer an Add-on, you shall tell us truthfully in the Platform whether you solicited it in person at the Customer’s property. A Bid of $25 or more, including tax and fees, that you solicited there carries the Customer’s right to cancel the Job as Section 8.5 describes for an Add-on offered at the property, and the rest of Section 8.5 on that right, including your duties and the recovery of a refund from you, applies to it.

8.3 Performance.

You are solely responsible for the Provider Services, for the safety of your work and your personnel, for the accuracy of what you tell a Customer, and for any damage caused by you or by anyone you bring to the property. You shall keep scope, schedule, and price changes recorded in the Platform. A change that raises the price can be recorded only through the day before the Job’s scheduled start, and any other change only until you record an Arrival stating that you have started. After that, additional work is offered as an Add-on. Every scheduled day of the Job, including a rescheduled day and each Add-on’s day, must fall within 120 days after the Customer accepts your Bid, and further work for the Customer after that is a new Job.

8.4 Communications.

You shall keep Job communications inside the Platform. You and the Customer may also speak on site or by telephone, but you shall record material terms, including any change to scope, schedule, or price, in the Platform. The record is what we would look at under Section 17, and it protects you if the Customer later disputes what was agreed.

8.5 Add-ons.

After a Customer accepts your Bid, you may offer Add-ons in the Platform while the Job is open, one at a time. An Add-on must be priced at $10 or more, and no Add-on may be offered after the 120th day after the Customer accepted your Bid. An Add-on the Customer does not accept lapses at the end of its scheduled day, seven days after you offer it, or when the Job closes, whichever comes first, and you may replace or withdraw it until the Customer answers. No Add-on may be offered once the Job and every accepted Add-on have been paid for. Each accepted Add-on is billed by a payment request of its own, once you have recorded an Arrival stating that you have started its work (for an Add-on without its own scheduled day, the Job’s Arrival). The Service Fee on an Add-on is set out in Exhibit B. You may move an Add-on’s scheduled day by offering a replacement Add-on, which cancels the one it replaces when the Customer accepts it. An Add-on of $25 or more, including tax and fees, carries the Customer’s right to cancel it before midnight of the third business day after acceptance if you solicit it in person at the Customer’s property, even if you send it later. A business day and a federal business day have the meanings given in Section 9.3 of the Customer Terms of Service. It also carries that right if you offer it at any time after you have recorded an Arrival stating that you have started the Job or one of its Add-ons, wherever you are when you offer it. The FTC’s Cooling-Off Rule and Chapter 601 of the Texas Business and Commerce Code give the Customer that right for sales made at the property. We apply it to every Add-on described above, so that it never depends on where you were when you offered it. It applies only to work at a residence, and not to a Job, or any of its Add-ons, that we stop under Section 16.1 because it is at property used mainly for business. You are the seller under those laws. You shall include in such an Add-on the notice of that right and two copies of the completed notice of cancellation that those laws require, in the language you principally use to offer it. The Platform offers them in English, filled in for the Add-on; in any other language you shall provide them yourself. The Platform shows the notice to the Customer where the Customer accepts the Add-on, and you shall also tell the Customer of the right to cancel when you offer it. The Customer may cancel within that period in the Platform, either before or after payment. The Customer may also cancel in any of the ways the notice of cancellation describes, including by mail or delivery to the business address shown on it. If you receive a cancellation that way, you shall honor it within 10 federal business days of receiving it, as the law requires. You do this by uploading the cancellation to the conversation and cancelling the Add-on in the Platform. If the Add-on has been paid for, cancelling it refunds the Customer in full. If the Customer cancels within that period, the Customer is not charged for the Add-on, any payment for it is refunded to the Customer in full without requiring your approval, or, if a chargeback on that payment is open, once the bank has decided it and only if the bank did not give the Customer the money back, and the amount paid out to you for it, with the Payment Processor’s fees on the refunded payment, is recovered from you under Section 9.4, even if you have done the work; you may wait until the period ends before doing the work.

8.6 Arrival.

An Arrival is your record in the Platform, for each scheduled day, that you have started the work or that you cannot start it and why. If you do not record it that day, you may record it later, with the reason it is late, while the Job is open; the Customer sees when it was recorded and why. You shall not record an Arrival before the scheduled day, and recording an Arrival that is not true is a material breach for the purposes of Section 22.2. You may not send a payment request for the Job until you have recorded an Arrival stating that you have started it, and a change to your Bid’s terms can no longer be recorded after that. An Arrival stating that you cannot start the work cancels the Job, or the Add-on scheduled that day. If the reason is that access to the property is not available, the Customer is charged a cancellation fee of 20% of its price, plus any applicable tax, which you receive less the Service Fee on it under Exhibit B. If you have not recorded an Arrival by the end of a scheduled day, it is a missed appointment, and the Customer may cancel without a fee; once the Customer has cancelled, an Arrival can no longer be recorded.

8.7 Photographs.

The Platform asks for photographs of the work area when you record an Arrival and when you mark a Job finished, and may require them for some trades, as a record for safety, disputes, chargebacks, and payment; they are not used to direct how you perform Provider Services. You shall photograph only the work area, not people, and use the photographs only for the Job. They are shown to the Customer in the Platform and cannot be downloaded from it, and we may use them to answer a dispute or a chargeback. We do not use them to promote the Platform.

8.8 Cancellation.

You may cancel a Job in the Platform at any time before you record an Arrival stating that you have started it. If the Customer cancels on the calendar day before the scheduled start or later, the Customer is charged the cancellation fee in the cases Section 9.2 of the Customer Terms of Service describes, which you receive less the Service Fee on it under Exhibit B. Once you have recorded an Arrival stating that you have started it, the Job may be cancelled only by agreement with the Customer recorded in the Platform, and not once a payment for it has been made; a request to cancel that the other party neither accepts nor declines in the Platform within three days is treated as accepted. Blocking a Customer who has hired you cancels the Job as a cancellation by you. You cannot block a Customer while you have unfinished work with them, such as a Job under way or a bill waiting to be paid, as Section 10.3 of the Guidelines describes. The Customer may also cancel an Add-on you offer at the Customer’s property as Section 8.5 describes, even after payment. If a Customer cancels telling us that you will not come, did not come, or asked them to cancel, you may contest it in the Platform within 24 hours. We count, for each Provider, missed appointments, Arrivals stating that the work cannot start, chargebacks decided against you, Jobs cancelled by agreement after the work started, and requests where you were given a Customer’s contact details, did not bid, and nobody was hired. These counts may prompt or inform enforcement action under Section 4.3. A person decides any such action, although your account may be paused until a person has had a chance to review it.

8.9 Disputes about attendance.

If a Customer disputes your attendance in the Platform, or says you refused service, or you contest a missed appointment under Section 8.8, we review the record in the Platform, including your Arrivals and their photographs, and decide how the Platform treats the Job or Add-on: whether it continues, is cancelled as a missed appointment, or is treated as the Customer’s cancellation, and what happens to any payment request or cancellation fee. The Job or Add-on under review is paused in the Platform while we review it, and no payment request can be sent for it. If we have not decided within 30 days, the review lapses: the Job, or the Add-on the review is about, is cancelled as a missed appointment, the Customer is not charged for what was disputed, and the lapse counts against neither of you. Any payment we then make to you is a courtesy under Section 9.7. Our decision, or a lapse, governs only what the Platform does; it does not decide any legal right between you and the Customer.

8.10 Finishing and automatic closure of a Job.

You may mark a Job as finished in the Platform, which closes it. A Job that has not been closed is closed automatically from 6 p.m., where the Job is performed, on the third calendar day after its last scheduled day. If a refund request, a request to cancel the Job, a chargeback, or a review under Section 8.9 is open when the Job would close, the countdown waits. Once that is settled, it picks up where it stopped, and the Job closes at 6 p.m. after the days it had left. A Job you never started closes as a cancellation with no cancellation fee. You may still send and be paid a payment request for a closed Job for 30 days after it closed. If we decide under Section 8.9 that a declined payment request can be paid again, those 30 days start again from our decision. Closing a Job, whether by agreement, by a party’s action, or automatically under this Section, does not limit any right the Customer has against you, any right you have against the Customer, or any refund, chargeback, or reversal under Sections 9.3 through 9.5.

8.11 Subcontracting.

You may use your own employees or subcontractors, and you remain fully responsible for their work, their compliance with this Agreement, and their licensure and insurance. You certify and agree that you meet all statutory and professional requirements related to your use of employees or subcontractors for any Job you agree to or perform through the Platform.

SECTION 9. PAYMENT

9.1 How you are paid.

Payment is processed by the Payment Processor. As a condition of receiving payouts you shall open and maintain a connected account with the Payment Processor and accept its agreements, which apply to you directly. Payouts are made to that connected account.

9.2 Service Fee.

We are compensated by a Service Fee, calculated as set out in Exhibit B, on each Job and Add-on the Customer pays for and on any cancellation fee the Customer pays. At settlement, the Payment Processor pays out to your connected account the price you billed, excluding tax, less the Service Fee and any tax on it. That tax, like the tax on your Provider Services, is remitted to the taxing authority and is not a fee we keep. The Customer is charged only the price plus any applicable tax, less any Promotional Reward, and is not charged a separate fee. A Customer’s Promotional Reward never reduces what you receive; Section 10 describes how Promotional Rewards change the Service Fee. You appoint us as your limited agent solely to accept payment from Customers for your Provider Services through the Payment Processor. A Customer’s successful payment through the Platform satisfies the Customer’s obligation to you for that amount, whether or not it has yet been paid out to you, and the Customer bears no risk of loss if it is not paid out to you.

9.3 We do not hold funds.

Apart from the limited agency in Section 9.2, we do not act as your agent. All payment processing, holding of funds, refunds, chargebacks, reversals, and payouts are carried out exclusively by the Payment Processor under its own terms and agreements. We are not a bank, fiduciary, or escrow agent, and any holding of funds before a payout is a function of the Payment Processor’s systems and rules, not a deposit with us, a custodial arrangement, or an escrow.

9.4 Settlement risk.

Payouts are conditional on successful settlement. A payout may be delayed, reduced, or reversed by the Payment Processor because of a chargeback, a refund, a fraud control, a reserve, or a payment network rule. Where that happens, the amount is your responsibility and we may recover it under Section 11. We may also refund a Customer, in whole or in part, from a payment for your Job where we decide a refund is warranted, for example where you have not answered the Customer's refund request. You are told when we do, and the amount refunded is recovered from you under this Section. If a Customer asks for a refund that you can't answer in the Platform because one of you has blocked the other, we tell you by email and look at it promptly, and you may send us your account of the Job within 7 days.

9.5 Chargebacks.

You shall cooperate with a chargeback response, and shall provide the records we or the Payment Processor request within five business days of the request. Where the Payment Processor decides a chargeback against you, that decision is final between us absent manifest error. We decide whether to contest a chargeback. If we do, we answer it with the record of the Job in the Platform, including your Arrivals and their photographs, and your own account of what happened, with any photographs you add to it before we answer. We do not show your account or its photographs to the Customer in the Platform. If a chargeback is decided against you, the amount is recovered from you under Section 9.4 once it is decided, not before, and where we decide from the record that the Job was not performed as agreed, for example because you did not come or the work was not done, you also bear the fees the Payment Processor charges for the chargeback. While a chargeback is open, the Job is held, and no payment request, change, or cancellation can be made in it, except a cancellation under the Customer’s right to cancel described in Section 8.5, whose refund waits for the decision on the chargeback.

9.6 Signup Fee.

You shall pay a Signup Fee, in the amount set out in Exhibit B plus applicable tax, charged through the Payment Processor once we have opened your trade in your service area to Providers, you have opened your connected account under Section 9.1, and any insurance your trades require has been verified, and before we request your background check. It covers the cost and administrative burden of onboarding you to the Platform, including screening, verification of the documents you provide, and account setup. We may also charge an annual renewal fee, in the amount set out in Exhibit B, for the cost and administrative burden of processing your renewal, unless you qualify for an exemption described on the Platform. A renewal fee is due when you renew your background check under Section 5.1, and we tell you about it with the notice that Section describes. You pay it in the Platform, and we do not charge it automatically. If it is not paid when it is due, you may not submit new Bids until it is paid. Your accepted Jobs and the rest of this Agreement are not affected. Neither fee is a charge for the background check itself, and neither is contingent on the result of any part of the intake review. These fees are non-refundable, including where your application is declined, and we show the amount, and that it is non-refundable, before you are charged. Certain Promotional Rewards and invitations may reduce or waive the Signup Fee.

9.7 Payments we make.

We may, at our discretion, pay you an amount from our own funds, for example when a review under Section 8.9 is not decided. Any such payment is a courtesy. It is not a contractual obligation, a right you can enforce, a warranty, a guarantee of any kind, or an admission of liability, and making one does not oblige us to make another, in the same matter or any other. We decide whether to pay, how much, and when, and we may decline or stop at any time. This Section does not apply to the payout of an amount a Customer paid for your work, which Section 9.1 governs, or to Promotional Rewards, which Section 10 governs.

SECTION 10. PROMOTIONAL REWARDS

10.1 Promotional Rewards.

From time to time we may offer promotional rewards through the Platform ("Promotional Rewards"). Referral Rewards under the referral program in Sections 10.7 to 10.12 are one kind of Promotional Reward, and we may offer others. Given to you, a Promotional Reward is a reduction of the Service Fee on one of your Jobs, or a reduction or waiver of your Signup Fee under Section 9.6 or 10.12; given to a Customer, it is an amount taken off what the Customer is charged for a Job under the Customer Terms of Service. "Your Promotional Reward" means one given to you. The Platform shows you each Promotional Reward you hold, with its value and expiry date and any terms particular to it.

10.2 How your Promotional Reward is applied.

When you request payment for a Job, one Promotional Reward you hold is applied to that request automatically and reduces the Service Fee you pay us on that Job. If the payment request is declined or cancelled, for any reason, your Promotional Reward is returned to you with its original expiry date. A Promotional Reward is not applied to a cancellation fee a Customer pays under the Customer Terms of Service or to a payment request for an Add-on. Any sales tax on the Service Fee under Section 9.2 is calculated on the reduced Service Fee.

10.3 A Customer’s Promotional Reward on your Job.

When a Customer’s Promotional Reward applies to your Job, the Customer is charged less and we reduce the Service Fee on that Job by the same amount, so what you receive is unchanged. Sales tax on the Job is calculated on the amount the Customer is charged after the Promotional Reward, and any sales tax on the Service Fee is calculated on the reduced Service Fee. A Customer’s Promotional Reward and yours may both apply to the same Job.

10.4 Limits.

Promotional Rewards are not earned, and they are not wages, compensation, or payment for any services, including the Provider Services or any referral. A Promotional Reward (a) cannot be redeemed for cash, and has no cash value and no cash equivalent; (b) is redeemable only on our Platform, and only by its original recipient; (c) is non-transferable, and cannot be transferred to another account or person, assigned, or sold; and (d) is subject to a limit of one Promotional Reward per user, per payment. It can be used only as this Section and any terms shown with it describe. Unused Promotional Rewards end when they expire or when your account closes.

10.5 Abuse.

We may void a Promotional Reward, a Referral Code, or a referral, and may act under Section 4.3, if we reasonably believe it was obtained or used through abuse, including by holding more than one Provider account in breach of Section 14.2, or by arranging a Job that is not genuine work in order to obtain or use a Promotional Reward. We may review accounts with unusual promotional or referral activity. We may also, at our discretion, grant a Promotional Reward that this Section would otherwise withhold.

10.6 Changes and cancellation.

We may change, suspend, or end any promotional program, including the referral program, at any time, with or without notice. Any such change does not affect a Promotional Reward you already hold under that program. A Promotional Reward is not altered or removed except as Sections 10.4, 10.5, 10.10, and 10.11 provide, or where the Promotional Reward or its details were issued in error.

10.7 The referral program.

Our referral program lets Customers and Providers invite people who are new to the Platform. A Referral Code is a code we give you to share. A Referral Reward is a Promotional Reward given under the referral program, and Sections 10.1 to 10.6 apply to it. Your Referral Reward reduces the Service Fee you pay us on the Job it is applied to by a share of the Job’s price, before any Promotional Reward of the Customer’s, up to the maximum shown on the Platform. How long each Referral Reward and Referral Code lasts is as shown on the Platform. A Referral Code may be redeemed only by a new Customer, or by a new Provider under Section 10.12.

10.8 Getting a Referral Code.

A Referral Code is generated and offered by the Platform at our sole discretion. Certain activities on the Platform, such as being paid for a number of Jobs, may offer you a Referral Code from a Job that has been paid for and closed. A Referral Code can be redeemed once, and it expires on the date shown on the Platform.

10.9 Receiving a Referral Reward.

If a new Customer redeems a Referral Code you shared, you receive a Referral Reward when that Customer’s first Job is paid for. If a new Provider redeems it, you receive one when that Provider is first paid through the Platform for a Job. A cancellation fee does not count as payment for a Job. No Referral Reward is given if your account has closed by then.

10.10 Addresses with a recent Job.

If a new Customer’s first paid Job is at an address (the street address, unit, and ZIP code) where another Job was paid for through the Platform, under any account, in a period before it that we set, of no more than 12 months, the referral gives nothing: the person who shared the Referral Code receives no Referral Reward, and the new Customer’s Referral Reward ends unless it was already applied to that Job. This applies only where a new Customer redeemed the Referral Code.

10.11 Refunds.

If the payment for the Job that completed a referral under Section 10.9 is refunded in whole or in part, for any reason, including through a chargeback, the referral is void, and every unused Referral Reward it gave ends, whoever holds it. A Referral Reward already used on a Job stays used, even if that Job is refunded. A Signup Fee waived under Section 10.12 stays waived. If the Job a Referral Code was given for is refunded in full, that Referral Code stops working.

10.12 Registering with a Referral Code.

If you are new to the Platform and redeem a Referral Code that a Customer or a Provider shared with you, when you register or before you pay the Signup Fee, the Signup Fee under Section 9.6 is waived for that registration. A Referral Code cannot be redeemed once it has expired or has already been redeemed, if it was shared from the account you are registering, or if the account of the person who shared it has closed; the Signup Fee then applies as usual. A waiver applies only to your first registration. The person who shared it receives a Referral Reward when you are first paid through the Platform for a Job.

SECTION 11. WITHHOLDING AND SETOFF

11.1 Withholding.

We may direct the Payment Processor to withhold an amount otherwise payable to you where we reasonably believe a chargeback, refund, fraud, or breach of this Agreement is likely to result in a loss, up to the reasonably estimated amount of that loss. We shall act in good faith and consistently with the Payment Processor’s rules, shall notify you unless prohibited from doing so, and shall release the amount promptly once the risk resolves.

11.2 Setoff.

We may set off against amounts otherwise payable to you any amount you owe us under this Agreement, including reversed payouts, unpaid Service Fees, and amounts recoverable under Section 15.3. Setoff is limited to amounts arising out of your use of the Platform.

SECTION 12. TAXES AND INFORMATION REPORTING

12.1 Your taxes.

You are responsible for all taxes on your income and on the Provider Services, including self-employment tax, sales and use tax where it applies, and any employment tax for your personnel. We do not withhold on your behalf.

12.2 Tax information.

You shall provide to the Payment Processor a completed Form W-9 or Form W-8, as applicable, and provide any other tax information we or the Payment Processor reasonably request. We may suspend payouts until you do.

12.3 Reporting.

We or the Payment Processor may issue information returns reporting amounts paid to you where the applicable reporting threshold is met and the law requires it, and may collect and remit a tax on a transaction where the law requires the Platform to do so.

12.4 Marketplace provider status.

We operate as a marketplace provider under Section 151.0242 of the Texas Tax Code. For Texas sales and use tax purposes only, we certify to you that we assume the rights and duties of a seller with respect to sales made through the Platform. That status does not make us a party to your contract with a Customer, or the seller of Provider Services for any other purpose. You shall exclude those sales from your own sales and use tax returns to the extent that Section 151.0242 permits, and you shall not separately collect tax from a Customer on them. You shall give us the information we need to collect and remit the correct tax, including a certification of whether each service you offer is taxable and, on each payment request, the tax category offered in the Platform that describes what it bills, and you shall tell us within five business days if that information changes. You are liable for any deficiency, penalty, and interest resulting from incorrect or insufficient information you give us, whether given in error or on purpose; the taxing authority may pursue you for it directly, and you shall indemnify us under Section 21.1 for any amount assessed against us. We may recover any amount you owe under this Section by withholding or setoff under Section 11. Where tax was under-collected because of our own error, and not because of information you gave us, we bear it. You remain responsible for holding your own Texas tax permit and filing your own returns.

SECTION 13. COMMUNICATIONS

13.1 Service messages.

You consent to receive email and push notifications about your account, your Jobs, and new Job Postings you may bid on, including bid alerts, scheduling, payout, and compliance notices. These are part of the service, although you may turn off any individual channel where the Platform offers that control.

13.2 Marketing messages.

We shall send you promotional messages only if you separately opt in, and your consent is not a condition of using the Platform. You can unsubscribe using the link in each promotional email.

13.3 Your own messaging.

If you send text messages or make calls to Customers outside the Platform, you are responsible for your own compliance with the law that governs them, including consent, do-not-call, identification, and time-of-day requirements.

SECTION 14. ACCEPTABLE USE AND PLATFORM INTEGRITY

14.1 Prohibited conduct.

You shall not use the Platform to break the law, to defraud, harass, threaten, discriminate against, or impersonate anyone, to post false or misleading information about your business, credentials, or work, to infringe anyone’s rights, or to collect a Customer’s personal information for any purpose beyond performing the Job. You shall follow the Guidelines, which describe in more detail what may be written and posted on the Platform, and you are responsible for anything posted or done on your account, including by anyone you allow to use it.

14.2 Platform integrity.

You shall not scrape, reverse engineer, probe, or interfere with the Platform or its security, introduce malicious code, place unreasonable load on our systems, use automated bidding tools we have not authorized, or hold more than one Provider account without our written consent.

14.3 Customer information.

You shall use a Customer’s address and contact details only to perform and support the Job, shall not sell or disclose them, and shall delete or securely retain them consistent with your own legal obligations once the Job and any warranty period are complete.

14.4 Data security and breach notice.

You shall maintain reasonable administrative, technical, and physical safeguards designed to protect Customer personal information in your possession or control against unauthorized access, use, or disclosure, appropriate to the sensitivity of the information and the nature of your business. You shall notify us at legal@dudewheresmypro.com without undue delay, and in any event within seventy-two hours, after you discover any actual or reasonably suspected unauthorized access to, or acquisition, use, or disclosure of, Customer personal information obtained through the Platform, and you shall cooperate with us in investigating and remediating the incident and in meeting any legal notification obligation. This Section does not make us responsible for your systems or your compliance with any law applicable to your business.

14.5 Reviews.

A Customer may submit a Review after a Job. A Review is the Customer’s own opinion and is not a statement by us. You shall not offer or give anything of value in exchange for a Review, submit or arrange a Review of your own business, ask a Customer to remove or change a Review in exchange for a discount or a refund, or otherwise attempt to influence the Reviews shown on the Platform. You shall not require a Customer to agree not to review you. We may remove a Review, or stop displaying it, if it breaches the Customer Terms of Service or the Guidelines, if it was submitted in error, such as about the wrong business, or if it concerns an account we have suspended or closed. We do not remove a Review, or decline to display one, because it is unfavorable.

SECTION 15. NON-CIRCUMVENTION

15.1 Obligation.

For twelve months after you last communicate with an Introduced Party through the Platform, you shall not solicit, arrange, invoice, or accept payment for an Off-Platform Transaction with that Introduced Party for the purpose of avoiding the Service Fee, and you shall not encourage a Customer to move a Job off the Platform.

15.2 Tolling.

The twelve-month period is tolled for any period during which you are in breach of Section 15.1.

15.3 Remedy.

If you breach Section 15.1, you shall pay us the Service Fee that would have applied to the Off-Platform Transaction, recoverable by setoff under Section 11.2, and we may suspend or close your account. This remedy is not exclusive, and we may also seek injunctive relief under Section 23.5.

15.4 Confidentiality of commercial terms.

You shall keep confidential any Service Fee terms agreed with you that are not published in this Agreement, lead volumes, and any non-public commercial information about the Platform, and shall not disclose them other than to your own advisers under a duty of confidence or as required by law. This obligation survives for two years after your account closes.

15.5 Carve-out.

Section 15.1 does not apply to a relationship with a Customer that you can show, from records predating the introduction, existed before you met that Customer through the Platform.

15.6 Verification.

Where we have a reasonable, good-faith basis to believe you have engaged in an Off-Platform Transaction in breach of Section 15.1, you shall, within ten business days of our written request, provide records reasonably necessary to verify whether such a transaction occurred, including invoices, payment records, and communications relating to the Introduced Party concerned. We shall use those records only to assess and enforce compliance with Section 15 and shall keep them confidential. This right is in addition to, and does not limit, the remedies in Section 15.3.

SECTION 16. WORK NOT OFFERED THROUGH THE PLATFORM

16.1 Excluded work.

Jobs offered through the Platform are for work at a residence, and you shall not accept a Job at property used mainly for business. If we determine that a Customer’s Job is at such property, we may stop it in the Platform, and every other Job of that Customer’s at that property, cancel any payment request for them that has not been paid, decline any refund request or offer still waiting on them, and close that Customer’s account. Payments already made for those Jobs stand, we have no further responsibility for them, and you may collect any amount still owed to you for them outside the Platform, which is not an Off-Platform Transaction. That Customer’s Jobs at other addresses are handled as Section 20.3 of the Customer Terms of Service describes. If one of those Jobs is cancelled when we close that Customer’s account, we cancel any payment request for it that has not been paid, and you may collect any amount still owed to you for it outside the Platform, which is not an Off-Platform Transaction. You shall not use the Platform to make a contract that is meant to give you a lien on the Customer’s homestead under Section 53.254 of the Texas Property Code and Section 50(a)(5) of Article XVI of the Texas Constitution, unless we have agreed in writing. Where a Job is to construct or repair a Customer’s residence, you are the original contractor under Section 53.255 of the Texas Property Code, and you are responsible for delivering the disclosure statement that Section requires. To help you, the Platform shows that statement to the Customer, in your name, before the Customer accepts your Bid. The Platform also includes in your Bid, and in any Add-on, for such a Job the notice that Section 27.007 of the Texas Property Code requires in a contract for the repair or alteration of a residence. Before work on such a Job or Add-on starts, you shall give the Customer in the Platform a list of the subcontractors and suppliers you will use, with each one’s name, address, telephone number, and what it does or supplies, or state that there are none, and you shall update this list in the Platform within 15 days after it changes. Before you send a payment request for it, you shall sign in the Platform, for that payment, the conditional waiver and release on progress payment in the form Chapter 53 of the Texas Property Code sets, and a disbursement statement under Section 53.258 of that Code naming, with their addresses, each subcontractor and supplier you intend to pay from that payment, or stating there are none. With the payment request that leaves nothing more to bill for the Job, sent once the Job is finished or closed, or, if every payment request has already been sent, within 3 days after the Job closes, you shall also sign the conditional waiver and release on final payment in that form, covering every payment for the Job, and an unsworn declaration under Section 53.259 of that Code stating that you have paid each person in full for all labor and materials used in the work, or, if you have not, the amount owed to each such person and their name and, if known, their address and telephone number. If you have not signed them within 3 days after the Job closes, you may not submit new Bids until you do. If a payment request is declined, the waiver signed for it, and any final waiver that covers it, do not take effect, and any payment request you send after it is subject to this Section in the same way. If a payment is refunded, in whole or in part, or reversed through a chargeback, the waiver signed for it, and any final waiver that covers it, are void. A disbursement statement or declaration you signed is not void; it remains your statement of what was true when you signed it. We never change a document you have signed. We tell you and the Customer when a waiver becomes void, and you may then sign new documents in the Platform, but you need not, except with a payment request you send later. A final waiver and declaration you sign after a refund name the amounts paid, less the amounts refunded. The Platform gives the Customer a copy of each, showing your business name, the name and title of the person who signed, your email, your phone number if your account has one, and the names, addresses, and telephone numbers of the people the documents name as paid or owed, but not the signer’s own address, date of birth, or county. We keep the signed originals, and a court may request them from legal@dudewheresmypro.com. We may further limit the type, price, duration, or nature of Jobs offered through the Platform, as indicated in the Platform, at any time.

16.2 Not the sole instrument.

Where we agree in writing under Section 16.1 to a contract meant to give you a lien on the Customer’s homestead, the Platform record is not the sole instrument for it, and separate documentation signed outside the Platform may be required. Signing that documentation is not an Off-Platform Transaction for the purposes of Section 15.

SECTION 17. DISPUTE ASSISTANCE IS A COURTESY

17.1 What we may do.

If a Job goes wrong, you or the Customer may raise it in the Platform. We may offer an automated resolution flow, look at the record of what was agreed, direct the matter to your insurer, suggest an independent arbitration or mediation provider, or refer the matter back to you and the Customer.

17.2 It is discretionary.

Anything we do under this Section is a courtesy, offered at our discretion and at no charge. It is not a contractual obligation, a right you can enforce, a warranty, a guarantee, an insurance product, a service contract, or a promise of any outcome. We may decline to become involved and may stop at any point.

17.3 We are not a court, a regulator, or an insurer.

We make decisions about how the Platform operates, such as how it treats a Job under Section 8.9, whether to contest a chargeback, and whether to act on an account under Section 4.3. Those decisions govern only what the Platform does. We are not a court, tribunal, arbitrator, mediator with binding authority, law enforcement agency, regulator, licensing board, insurance company, or claims adjuster, and we do not decide legal rights or liability. Nothing we do or decline to do affects your legal rights against a Customer or a Customer’s rights against you.

SECTION 18. INTELLECTUAL PROPERTY AND PROVIDER CONTENT

18.1 Our property.

We own the Platform and everything in it other than content you submit, including the Dude Where’s My Pro name and logo. You may use our name and marks only in the form and for the purposes we authorize in writing, and that permission ends when your account closes.

18.2 Your content.

You keep ownership of your business information, photographs, Bids, and other material you submit. You grant us a non-exclusive, worldwide, royalty-free license to host, store, reproduce, adapt, and display that material to operate and promote the Platform, provide support, and resolve disputes, except that photographs you take under Section 8.7 are used only as that Section describes. You represent that you hold the rights necessary to grant that license. The Platform checks what you submit automatically and may refuse it, or send it to us for review, as the Guidelines describe.

18.3 Feedback.

If you send us suggestions about the Platform, we may use them without restriction and without owing you anything.

18.4 Copyright complaints.

Copyright complaints about material on the Platform, including material you submit, and counter-notices follow the process in Section 12.3 of the Customer Terms of Service.

18.5 Intimate images.

Anyone may ask us to remove an intimate image of them posted on the Platform without their consent, as Section 8.2 of the Guidelines describes. We remove an image covered by a valid request within 48 hours, and make reasonable efforts to remove any identical copies of it, including a photo you uploaded with an Arrival, a finished Job, or an Add-on, and the Job's record otherwise stays as it was. We may hide or remove an image that we believe in good faith is covered by such a request, even if it is later shown not to be. While we decide such a request, we do not use a photo it hides to answer a chargeback unless we decide to keep it before the chargeback must be answered, and we never use a removed image.

SECTION 19. DISCLAIMERS

19.1 As is.

The Platform is provided on an "as is" and "as available" basis. To the fullest extent permitted by governing law, we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

19.2 No guarantee of business.

We do not guarantee any volume of Jobs, any level of Bid acceptance, any revenue, or the accuracy of anything a Customer tells you. We do not verify Customers beyond the account information they provide, and we do not guarantee that a Customer will pay, will grant access to the property, or will be safe to deal with.

19.3 Events outside our control.

Neither we nor a Provider is responsible for a delay or failure caused by something outside reasonable control, including severe weather, utility interruption, failure of property access, permitting or inspection delay, supply shortage, labor disruption, payment network outage, and failure of hosting or telecommunications infrastructure.

SECTION 20. LIMITATION OF LIABILITY

20.1 Excluded damages.

To the fullest extent permitted by governing law, we shall not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost business, lost data, or business interruption, whether the claim is in contract, tort, or otherwise.

20.2 Cap.

To the fullest extent permitted by governing law, our total liability for all claims arising out of or relating to the Platform or this Agreement shall not exceed the greater of the total Service Fees we retained on your Jobs in the twelve months before the event giving rise to the claim and $250.

20.3 Carve-outs.

Sections 20.1 and 20.2 do not apply to our fraud, willful misconduct, or gross negligence, to amounts properly payable to you under Section 9, or to any liability that cannot be excluded or limited under governing law.

SECTION 21. INDEMNIFICATION

21.1 Your indemnity.

You shall defend, indemnify, and hold us and our officers, members, employees, and agents harmless from any third-party claim, and from any resulting loss, liability, damage, penalty, tax, or reasonable attorneys’ fee, arising out of the Provider Services, your acts or omissions or those of your personnel, property damage or personal injury occurring in connection with a Job, your breach of this Agreement, your failure to hold a required license or insurance, any claim that you or your personnel were our employees, any tax or contribution assessed against us in respect of you or your personnel, and any infringement claim arising from material you submit. This indemnity applies even if the claim alleges that our own negligence caused or contributed to it, including our negligence in reviewing your application, insurance, or background check, but it does not apply to the extent the loss is caused by our sole negligence, gross negligence, or willful misconduct, or where Chapter 151 of the Texas Insurance Code makes it unenforceable.

21.2 Procedure.

We shall notify you of a claim covered by Section 21.1, and you shall assume the defense with counsel we reasonably approve. If you do not assume the defense within a reasonable time, we may defend at your cost and your indemnity obligation remains in force. You shall not settle a claim in a way that admits our fault or imposes an obligation on us without our written consent.

SECTION 22. SUSPENSION AND TERMINATION

22.1 Either party.

Either of us may terminate this Agreement at any time on written notice. You cannot close your account while you have unfinished work on the Platform: a Job that has started or that you can still bill, a bill for a Job or an Add-on waiting to be paid, a cancellation fee waiting to be paid by a Customer whose account is still open, or an open refund, dispute, or chargeback. Closing your account withdraws your open Bids and cancels any Job you have accepted that has not started, as a cancellation by you. If we terminate your account, those Jobs are cancelled in the same way. A Job that has started is not cancelled, and we may close it or help you and the Customer settle it.

22.2 Immediate suspension.

We may suspend or terminate your account immediately for breach of this Agreement, lapse of a required license or insurance, conduct that creates risk to a Customer or to us, or where required by law. While your account is suspended you do not see new Job Postings and may not submit Bids, but Jobs you have already accepted continue.

22.3 Effect.

On termination your license to use the Platform ends, amounts properly earned before termination remain payable subject to Sections 9 and 11, and amounts you owe us become due. If we delete an account, yours or a Customer's, as Section 18.1 of the Privacy Policy describes, every Job on it that hasn't finished is cancelled without a cancellation fee, and a finished one is closed; payments already made stand, and any amount still owed is between you and the other party, which is not an Off-Platform Transaction. We shall handle your information as the Privacy Policy describes.

SECTION 23. GOVERNING LAW AND DISPUTE RESOLUTION

23.1 Governing law.

This Agreement is governed by the laws of the State of Texas, without regard to conflict of laws rules.

23.2 Informal resolution first.

Before starting an arbitration, the complaining party shall send the other a written description of the dispute and the relief sought. If the dispute is not resolved within thirty days after that notice, either party may begin arbitration. The thirty-day period runs from the date the notice is sent, whether or not the other party responds. Any time limit for bringing the dispute, including the one in Section 25.7, is paused from the date the notice is sent and for thirty days after.

23.3 Arbitration.

Except as Section 23.5 provides, any dispute arising out of or relating to this Agreement shall be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, or under any other of its rules and fee schedules that it determines apply. The seat is Collin County, Texas, the proceedings shall be in English, and one arbitrator shall be appointed. Judgment on the award may be entered in any court of competent jurisdiction, and the state and federal courts sitting in Collin County, Texas have jurisdiction to compel arbitration and to enforce an award. This Section is governed by the Federal Arbitration Act. If you are an individual, or a business with no employees other than its owner, and you bring a claim against us, we shall pay the filing, administrative, and arbitrator fees beyond what you would have paid to file the claim in court, or any greater share the applicable rules require us to pay, unless the arbitrator finds that the claim is frivolous or brought for an improper purpose.

23.4 Class action waiver.

Claims shall be brought only in an individual capacity and not as a plaintiff or class member in any class, collective, consolidated, or representative proceeding, and the arbitrator may not consolidate claims or preside over a representative proceeding. If this Section 23.4 is held unenforceable as to a particular claim, that claim shall proceed in court and the rest of Section 23 continues to apply to all other claims.

23.5 Exceptions.

Either party may bring an individual claim in small claims court if it qualifies, and either party may seek injunctive or other equitable relief in the courts of Collin County, Texas to protect intellectual property, to stop unauthorized access to the Platform, or to enforce Section 15. To the extent required by the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021, a case that relates to a sexual assault dispute or a sexual harassment dispute is not subject to arbitration or to Section 23.4 unless the person alleging the conduct elects otherwise after the dispute arises.

23.6 Coordinated filings.

If twenty-five or more similar arbitration demands are filed against us by, or with the coordination of, the same or coordinated counsel, the American Arbitration Association's Mass Arbitration Supplementary Rules apply to them, in addition to the rules in Section 23.3. Any limitations period is tolled for a demand while it awaits administration.

23.7 Attorneys’ fees.

In any proceeding to enforce Section 14.3, Section 15, or Section 18, the prevailing party shall recover its reasonable attorneys’ fees and costs. In any proceeding to collect an undisputed past-due amount, the prevailing party shall recover its reasonable collection costs and attorneys’ fees.

23.8 Changes to this Section.

A change to this Section, including removing it, or a change to another part of this Agreement that changes how this Section applies to a dispute, takes effect 30 days after we post it, and applies to you only once it has taken effect and you have accepted it in the Platform; until then, this Section as it stood before the change continues to apply to you. A change never applies to a claim that arose, or to a dispute that either of us raised, before it applies to you; that claim or dispute is resolved under this Section as it stood before the change.

SECTION 24. SURVIVAL

24.1 Sections that survive.

Sections 3, 5.4, 7.1 to the extent Exhibit A requires coverage to continue after termination, 7.2 (its sentence on what a Customer who hires you can see), 8.7, 9.4, 9.5, 9.6, 9.7, 11, 12, 14.3, 14.4, 15, 16.1 as to the lien documents and the list of subcontractors and suppliers for a Job, 16.2, 17, 18.1, 18.2, 18.5, 19, 20, 21, 22.3, 23, 24, and 25, and any payment obligation accrued before termination, survive termination or expiration of this Agreement.

SECTION 25. GENERAL

25.1 Notices.

We may give notice by email to the address on your account, by posting in the Platform, or by mail to the address on your account. You shall give notice to us at legal@dudewheresmypro.com and, where this Agreement requires writing, by mail to Modest Services LLC, 5900 Balcones Drive #33491, Austin, TX, 78731, US. Notice by email is effective when sent; notice by mail is effective three business days after deposit.

25.2 Assignment.

You shall not assign this Agreement or delegate your obligations under it without our written consent, and any attempted assignment or delegation without consent is void. We may assign this Agreement to an affiliate or in connection with a merger, reorganization, or sale of all or substantially all of our assets.

25.3 Severability.

If any provision is held unenforceable, it shall be reformed to the fullest extent permitted by governing law to reflect the parties’ intent, and the remaining provisions remain in full force.

25.4 No waiver.

A failure to enforce a provision is not a waiver of it, and a waiver is effective only if in writing.

25.5 Entire agreement and precedence.

This Agreement, its Exhibits, and the Guidelines it incorporates are the entire agreement between us about the Platform. Where this Agreement and an Exhibit differ, this Agreement controls except on the subject the Exhibit is dedicated to. Where this Agreement and the Guidelines differ, this Agreement controls. Where this Agreement and the Privacy Policy differ on how we handle personal information, the Privacy Policy controls, and the Privacy Policy does not create or waive any contractual right. Your relationship with the Payment Processor is governed by its own terms, and your contract with a Customer is governed by that contract.

25.6 Electronic dealings.

You consent to transact with us electronically, and electronic records and signatures have the same effect as paper ones.

25.7 Time limit on claims.

To the fullest extent permitted by governing law, any claim arising out of or relating to the Platform or this Agreement must be brought within two years after the claim accrues, or it is permanently barred. This Section does not apply to any claim that cannot be shortened in this way under governing law.

25.8 Mobile applications and app stores.

If you download our mobile application from a third-party platform such as the Apple App Store or Google Play (each, an "App Provider"), your use is also subject to that App Provider's terms. This Agreement is between you and us, and not with any App Provider. We, and not the App Provider, are responsible for the application and its content. Your license to use the application is limited to devices you own or control, as the App Provider's usage rules permit. The App Provider has no obligation to provide maintenance or support for the application.

If the application fails to conform to a warranty that has not been effectively disclaimed, you may notify the App Provider, and the App Provider may refund any price you paid for the application. To the fullest extent permitted by governing law, the App Provider has no other warranty obligation for the application.

We, and not the App Provider, are responsible for addressing any claim by you or a third party relating to the application or your possession or use of it. That includes product liability claims, claims that the application fails to conform to a legal or regulatory requirement, claims under consumer protection, privacy, or similar law, and claims that the application or your use of it infringes a third party's intellectual property rights.

This does not extend our liability beyond Sections 19 and 20. Send questions, complaints, and claims about the application to us as Section 25.1 describes. You shall comply with any third-party terms that apply when you use the application, such as your wireless carrier's, and with the App Provider's usage rules. The App Provider and its subsidiaries are third-party beneficiaries of this Agreement and may enforce it against you.

25.9 Trade compliance.

You represent that you are not located in, and are not a national or resident of, any country subject to U.S. embargo or comprehensive sanctions, and that you are not identified on any U.S. government list of prohibited or restricted parties. You shall not use the Platform in violation of any applicable export-control or sanctions law.

EXHIBIT A

INSURANCE REQUIREMENTS

You must carry insurance for a Job if the law of the state where the Job is performed requires it for your trade, or if we require it in the Platform for that category of work. Our requirements may vary by state and trade. Your coverage must fully satisfy every legal and Platform requirement that applies. You may also need other coverage because of how you work, such as commercial vehicle insurance if you use a vehicle for a Job, or workers' compensation if you have employees, as described below. We make the current requirements available to you in the Platform at registration and when they change. Changes apply going forward and are incorporated into this Agreement by reference.

Where we require commercial general liability coverage for a category of work, it shall be written on an occurrence basis and include products and completed operations coverage, in the limits we specify in the Platform for that category and state.

Where any vehicle is used in connection with a Job, you shall carry commercial automobile liability in the limits required by law or as we specify in the Platform.

Where you have employees, you shall carry workers' compensation at statutory limits, or provide written evidence of a valid non-subscriber election under Texas law, with employer's liability in the limits we specify in the Platform.

Where commercial general liability coverage is required, Modest Services LLC shall be named as an additional insured on that policy for liability arising out of the Provider’s work, and completed operations coverage shall be maintained for two years after the last Job performed through the Platform. This does not apply where Chapter 151 of the Texas Insurance Code makes it unenforceable.

Where you carry commercial general liability coverage that is not required, Modest Services LLC is an additional insured on it for liability arising out of your work to the extent your policy allows that without additional premium, such as through a blanket additional insured endorsement. You need not buy an endorsement, or keep the policy for any period, because of this.

EXHIBIT B

SERVICE FEE SCHEDULE

The Service Fee is the sum of (a) 8.25% of the final Job price, after any change recorded in the Platform and any reduction you make when you bill, calculated excluding tax, and (b) a flat fee of $5.30 per Job. The Service Fee on an Add-on is part (a) alone, calculated on the Add-on’s price excluding tax; the flat fee is charged once per Job. The Service Fee on a cancellation fee the Customer pays under the Customer Terms of Service, for a Job or an Add-on, is part (a) alone, calculated on the cancellation fee excluding tax, at the percentage in effect when the Bid was accepted. Any applicable sales tax on the Service Fee is charged on the Service Fee, is not itself part of the Service Fee, and is collected and remitted by us. At settlement, the Payment Processor pays out to you the price you billed, excluding tax, less the Service Fee and any tax on it. Any Promotional Reward we give a Customer does not affect this amount, and is instead deducted from our Service Fee. The Service Fee applies only to a Job or Add-on the Customer pays for, and to a cancellation fee the Customer pays; no Service Fee is charged on a Bid that is not accepted. Where a Promotional Reward applies to a Job, the Service Fee on that Job is reduced as Section 10 describes. If a payment is refunded through the Platform, in whole or in part, we return to you part (a) of the Service Fee on the amount refunded, with any tax on it; part (b), the flat fee, is not returned, except on a refund we make ourselves because the payment may have been fraudulent or because of our own error. A chargeback decided against you is treated the same way: we return to you part (a) of the Service Fee on the disputed amount, with any tax on it, and part (b), the flat fee, is not returned.

Our Service Fee is inclusive of the Payment Processor’s transaction fees on a Job. You do not pay those fees separately, except as Sections 8.5 and 9.5 provide. Sales and use tax that we collect as a marketplace provider is remitted to the Texas Comptroller and is not part of the Service Fee. The Signup Fee is $50, plus applicable tax, charged as Section 9.6 describes. The annual renewal fee under Section 9.6 is the same amount, plus applicable tax. Either may be reduced or waived as Section 9.6 describes.

Any optional paid features we offer in the future are not included in this Agreement and shall be offered under separate terms.