Contractor Terms of Service

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The Contractor Terms of Service define the terms by which Investorbootz, LLC (“Company”) makes available its technology platform and services to contractors  (the “Services”) located at https://investorbootz.com (the “Platform” as further defined below) and are an agreement between Contractor and Company.  

Company may modify the Contractor Terms of Service in its sole discretion, and any amendments will become effective thirty (30) days after notice is provided to Contractor by email to the email address associated with Contractor's account or through a notification on the Platform. Contractor's continued use of the Platform and the Services after any amendments go into effect shall signify his or her acceptance of the amendments. Contractor should return to this page from time to time to ensure that he or she is aware of any changes.

The Privacy Policy, attached hereto as https://investorbootz.com/privacy-policy and incorporated herein by reference; the Acceptable Use Policy, attached hereto as https://investorbootz.com/acceptable-use-policy and incorporated herein by reference; the Technical Support Policy, attached hereto as https://investorbootz.com/technical-support-policy and incorporated herein by reference; and the Contractor Payment & Compensation Policy, attached hereto as https://investorbootz.com/contractor-payment-compensation-policy and incorporated herein by reference (collectively, the "Company Policies"), also form part of these Contractor Terms of Service. Company may from time to time modify the Company Policies and/or introduce new policies regarding use of the Platform and Services. Any reference to these Contractor Terms of Service includes all such policies. Company may refer to either Company or Contractor as a "Party" or Company and Contractor collectively as the "Parties.”  

BEFORE USING THE PLATFORM OR THE SERVICES, PLEASE READ THESE CONTRACTOR TERMS OF SERVICE CAREFULLY.   BY AGREEING TO THESE TERMS OF SERVICE, CONTRACTOR AGREES TO BE BOUND BY THESE TERMS OF SERVICE.  

SECTIONS 13 AND 14 (GOVERNING LAW & DISPUTE RESOLUTION) OF THE CONTRACTOR TERMS OF SERVICE CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT CONTRACTOR AND COMPANY HAVE AGAINST EACH OTHER ARE RESOLVED. IN PARTICULAR, SECTION 14(C) SETS FORTH OUR ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN CONTRACTOR AND COMPANY TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS CONTRACTOR VALIDLY OPTS OUT OF THE ARBITRATION AGREEMENT: (1) CONTRACTOR WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) CONTRACTOR IS WAIVING HIS/HER RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON HIS/HER CLAIMS. THE ARBITRATION AGREEMENT COULD ELIMINATE CONTRACTOR’S RIGHT TO PARTICIPATE IN PENDING PROPOSED CLASS ACTION LITIGATION. PLEASE SEE SECTION 14 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT, THE POSSIBLE EFFECTS OF THIS ARBITRATION AGREEMENT, AND HOW TO OPT OUT OF THE ARBITRATION AGREEMENT.

  1. Company Platform

Company owns and operates a cloud-based platform which connects real estate investors, wholesalers, and fund managers requiring services on their properties with local service providers who are available to perform the services, (the “Platform”).  The Platform is comprised of two core sets of functionality: (a) customer functionality for customers to submit work orders to Company for hiring and then for Company to collect and process payments on completed work orders, and (b) contractor functionality to procure, facilitate, administer, and coordinate the staffing of contractors to perform services in conjunction with the work orders.  

  1. Company Intellectual Property; Contractor Access Rights

Company shall retain all right, title, and interest to the intellectual property in the Platform and any and all documentation regarding the Platform, as well as to any logos and trademarks used in the marketing of the Platform, including but not limited to “InvestorBootz” and “Boots on the Ground” (the “Intellectual Property”).  Company grants contractors the right to access and use the Platform for the sole purpose of evaluating work orders submitted by customers, accepting or declining customer opportunities, performing services pursuant to work orders, and collecting payments for completed work orders.  Contractors shall refrain from making any use of the Intellectual Property except to the extent expressly permitted herein.  

  1. Contractor Services

    1. Work Orders.  Upon receipt of a work order from a customer, Company may notify Contractors by text or email of the receipt of the work order, along with the job description, location, and fee set by the applicable customer.  Company may also invite third-party contractors to evaluate the work order.  Company will invite all notified and invited contractors to apply for the job described in the work order (the “Opportunity”), confirming their interest in the Opportunity.  In conjunction with the applicants’ submission, Company will also confirm the applicants’ availability on the date of the appointment, the location of the appointment, the final deliverable(s) expected, the deadline (if any), any quality standards required, and the price to perform, along with any other specifications set forth in the work order or otherwise comprising the Opportunity (collectively, the “Statement of Work”).  In addition, if the applicant has not already set up a profile on the Platform, the applicant will be prompted to click on a link in order to set up a profile on the Platform, including but not limited to designating a bank account to receive payments on the Platform. Company will review all applications, and select an applicant from the submissions received.  Upon selection by Company, the selected applicant will be prompted to make a decision to either accept or decline the Opportunity as memorialized in the applicable work order, together with the Statement of Work.  Contracts.  The contract between Contractor and Company shall commence upon Contractor’s acceptance of the Opportunity (the “Contract”), and Contractor shall fully and promptly perform the Contract in accordance with the work order and Statement of Work (but otherwise at Contractor’s sole and absolute direction).  Upon full and complete performance of the Contract, Contractor will timely invoice Company for the agreed upon payment and submit any deliverable(s) to Company in accordance with the terms and specifications agreed upon in the applicable work order and Statement of Work.  Company will separately verify that the final deliverables objectively meet the specifications of the work order and Statement of Work and that the project is complete; submit any deliverable(s) to the customer who initiated the work order; and then collect payment from the customer for the completed services.  

    2. Third Party Relationship. Company’s relationship to Contractor in performing any Contract pursuant to this Platform shall be that of a third-party, independent contractor.  For the avoidance of doubt, nothing in these Contractor Terms of Service shall be construed to create an employer-employee relationship and Contractor shall have no right, power, or authority to assume, create or incur any expense, liability, or obligation, whether express or implied, on behalf of Company.  Contractor acknowledges and agrees that Contractor shall have the right to work with other customers or clients simultaneously while performing any and all Contracts pursuant to this Platform, which customers or clients may compete with Company and/or customer, and Contractor has no obligation to notify or disclose to Company the identities of such other customers or the nature of the services being performed on behalf of such customers.   Contractor shall have the sole and exclusive right to accept or decline all Opportunities in his or her sole and absolute discretion, and shall determine when and how to perform any accepted Contract, including but not limited to the sequence of any steps, within the parameters of customer’s requirements as defined in the work order and Statement of Work.  Contractor understands and acknowledges that he or she will not be entitled to any benefits under Company’s retirement, group insurance, or medical plans, or any other employee benefits.  Contractor further understands and acknowledges that all compensation paid to Contractor will not be subject to withholding by Company for the payment of any social security, federal, state, or other taxes, and that Contractor will be solely responsible for the payment of any employment taxes.  Contractor shall be solely responsible for furnishing his or her own tools and equipment as needed to perform any or all Contract(s), and for setting his or her own schedule and hours of work.   Moreover, Contractor shall solely and independently control the method and manner of any and all services performed pursuant to the Contractor Terms of Service, without any direction or supervision from either Company or customer on his or her performance of services.  Company shall have the right to verify that the final deliverable submitted by Contractor meets any objective specifications of the applicable work order and Statement of Work and shall also have the right to confirm the completion of performance; provided however, that Company’s review shall be limited to objective verification of performed specifications and full and complete performance of the Work Order and Statement of Work and shall not extend beyond this limited review to in any way directing or controlling the manner or means by which Contractor performs the services defined in the work order and Statement of Work.

    3. Copyrightable Subject Matter.  To the extent that any deliverable created pursuant to a Contract constitutes copyrightable subject matter, Contractor expressly agrees that such deliverable shall be considered a “work made for hire” as defined by U.S. Copyright law.  Contractor hereby assigns to Company all right, title, and interest in all such deliverables.  

    4. Conflicting Obligations.  Contractor agrees that he or she will not enter into any Contracts or other obligations pursuant to these Contractor Terms of Service that are inconsistent or otherwise incompatible with Contractor’s obligations to any third party.  

    5. Excusable Nonperformance.  Company and Contractor expressly agree that Contractor’s failure to perform any Contract, whether in full or in part, shall be excused in the following circumstances, provided that Contractor timely communicates to Company the nonperformance and the excuse for non-performance:

      1. The conditions at the location identified in the work order and/or Statement of Work were not as represented;

      2. Contractor is denied access to the location identified in the work order and/or Statement of Work;

      3. The location identified in the work order and/or Statement of Work is not the correct address;

      4. A lockbox code was necessary to perform the work and the lockbox code provided is incorrect;

      5. The occupant of the residence identified in the work order and/or Statement of Work denies Contractor access to the property; 

      6. The occupant of the residence identified in the work order and/or Statement of Work refuses to cooperate with Contractor and the work cannot be provided without the occupants’ consent; or

      7. The conditions for the agreed upon work are unsafe.

4.   Company Services

Company shall be responsible for the performance of the following Services pursuant to the Platform: 

  1. Platform  Services.  

    1. Communications.  Company will communicate to Contractor any and all material facts and information about the Opportunity and the Statement of Work as required to perform the Contract.

    2. Review.  Company will review all deliverables completed by contractors and ensure that contractors have fully performed accepted Contracts in accordance with the work order and Statement of Work.           

    3. Bookkeeping and Accounting.  Company will solely provide any and all bookkeeping and accounting services arising from the Platform, including the collection of payments from customers and the payment of contractors following the performance of Contracts.                                         

  2. Hosting, Operations and Maintenance Services.  Company will maintain and manage the hosting, maintenance and operation of the Platform in accordance with the acceptable use policy attached as https://investorbootz.com/privacy-policy and incorporated herein by reference.    

  3. Technical Support Services.  Company will provide technical support services to contractors for the use of the Platform pursuant to the technical support policy attached hereto as https://investorbootz.com/technical-support-policy  and incorporated by reference.                                  

5. Company Obligations

Company shall be responsible for the following:

  1. Materially Accurate Representations.  Fully, accurately and completely represent the Opportunity, the work order, the Statement of Work, and the compensation payable to Contractor as intended by the customer in all material respects.

  2. Timely Review of Deliverables.  Conducting a timely review of all deliverables submitted by Contractor for review and approval.

  3. Implement Reporting Mechanism.  Provide and implement a functionality and a process via the Platform by which to report problems, exceptions, or disputes.

  4. Promptly Pay Contractors. Ensure the prompt payment of Contractor upon the full performance of any Contracts.

6. Contractor Obligations

Contractor shall be responsible for the following:

  1. Complete Required Account Onboarding. Contractor shall complete in full all required account onboarding, including but not limited to payment and payout setup.  

  2. Complete Identity Verification.  Contractor shall fully complete all identity verification and fraud prevention steps required of all contractors.   

  3. Performance of Contract.  Contractor shall fully and timely perform any and all accepted Contracts in accordance with the applicable work order(s) and Statement of Work(s), including but not limited to fully performing and completing the deliverables, except to extent that performance is otherwise excused as provided in Section 3(f) above.

  4. Maintain Necessary Credentials and Qualifications.  Contractor shall at all times maintain current and in good standing the necessary credentials, licenses, insurance or service-specific qualifications required to perform Contracts pursuant to the Platform.  

  5. Maintain Required Insurance.  Contractor shall at all times maintain in full force the insurance policies as required by Section 12 below. 

  6. No Unauthorized Subcontracting of Services.  Contractor shall refrain from engaging in any act to subcontract his or her services pursuant to the Platform, except as otherwise expressly authorized and agreed with Company.  All such subcontractors shall comply with and be bound by the Contractor Terms of Service, including but not limited to the obligation to maintain insurance as required by Section 12 below.  

  7. Refrain from Dishonesty. Contractor shall refrain from misrepresenting, falsifying, or submitting inaccurate records improperly demonstrating the performance of Contracts, and from committing any act constituting fraud or dishonesty.  

  8. Timely Communicate Any Nonperformance, Excuses. Contractor shall timely communicate any nonperformance of Contracts and excuses for nonperformance in accordance with Section 3(f) above. 

  9. Comply with Platform Policies. Contractor shall comply at all times with all the policies of the Platform, including but not limited to the following:

  1. Company’s Acceptable Use Policy attached hereto at https://investorbootz.com/acceptable-use-policy  and incorporated herein by reference;

    1. Company’s Technical Support Policy attached hereto at https://investorbootz.com/technical-support-policy  and incorporated by reference;

    2. Company’s Privacy Policy attached hereto at https://investorbootz.com/privacy-policy  and incorporated herein by reference; and

    3. Company's Contractor Payment & Compensation Policy, attached hereto at https://investorbootz.com/contractor-payment-compensation-policy  and incorporated herein by reference.

    4. Any Company reporting procedures, safety requirements, documentation requirements, submission requirements, and platform instructions made available through the Platform from time to time. 

  2. Maintain Account Information.  Contractor shall maintain at all times full, accurate, 

    and completed account information in his or her member profile on the Platform.

  3. Maintain Security and Confidentiality of Platform Access Credentials.  Contractor shall maintain at all times the security and confidentiality of any and all Platform access credentials.   

  4. Comply with all applicable laws and regulations.  Contractor shall comply at all times with all applicable laws and regulations.  

  5. Refrain from Disparagement of Company and Customers.  Contractor shall refrain from making, publishing, or communicating to any person or entity or on or to any public forum any defamatory or disparaging remarks, comments, or statements concerning Company or its business, members, employees, or independent contractors, or of any of its customers.

  6. Comply with these Contractor Terms of Service.  Contractor shall comply at all times with these Contractor Terms of Service.  

7. Fees and Payments

Following Contractor’s full and complete performance of the Contract in accordance with the terms of the work order and Statement of Work, Company shall pay Contractor the fees due and payable as provided in the work order and Statement of the Work.  All fees shall be due and payable within thirty (30) days following Contractor’s performance of the Contract and shall be payable via ACH to Contractor’s designated bank account.  As a general rule, Company issues payments on Fridays by 9 p.m. PT and payments will generally be received by the next business day.  

8. Termination; Suspension; and Force Majeure

  1. Termination.  Either Party may terminate any Contract for material breach upon fifteen (15) days prior written notice in the event the other Party fails to perform under such Contract and fails to cure the breach following receipt of notice during such fifteen (15) day notice period.   

  2. Effect of Termination.  Upon any termination of a Contract, Company shall have the right to immediately and permanently suspend Contractor’s access to the Platform and the performance of all other services.  Following thirty (30) consecutive days of suspension, Company shall also have the right to terminate these Contractor Terms of Service with respect to Contractor.  The following terms and conditions shall survive any termination until such time as they are fully exhausted: Sections 7, 8, 9, 10, 11, 13, 14, and 15.  For the avoidance of doubt, Company and Contractor expressly agree that any failure by Contractor to perform due to excusable nonperformance as set forth in Section 3(f) shall not constitute a material breach pursuant to Section 8(a) above.  

  3. Suspension.  Company shall have the right to suspend Contractor’s access to the Platform immediately upon written notice (i) in the event of any failure by Contractor to comply with one or more obligations set forth in Section 6 above; (ii) in the event of any failure by Contractor to comply with any other term or condition of these Contractor Terms of Service; and/or (iii) if Contractor’s actions or conduct causes any injury to any third party for any reason.  

  4. Force Majeure.    The failure of either Party to perform any obligation pursuant to these Contractor Terms of Service by reason of “acts of God,” acts of governments, terrorism, riots, wars, accidents, deficiencies in materials or transportation, pandemic or epidemic,  or any other causes beyond its control shall not be deemed to be a material breach of these Contractor Terms of Service, provided that the nonperforming or delayed Party provides to the other Party written notice of the existence and nature of such reason for the nonperformance and delay, and resumes performance immediately upon the elimination of the relevant force majeure.  

9. Confidential Information

Company may disclose certain Confidential Information to Contractor in conjunction with a work order, Statement of Work, Opportunity and/or Contract.  Contractor shall refrain from using or exploiting any and all Confidential Information obtained pursuant to this relationship for any purposes or activities other than those specifically authorized in these Contractor Terms of Service.  Contractor shall hold Confidential Information in confidence and protect Confidential Information to the same extent and by the same means it uses to protect the confidentiality of its own proprietary or confidential information.  Contractor shall not disclose or facilitate disclosure of Confidential Information to anyone except employees and independent contractors who are authorized according to these Contractor Terms of Service and who have a “need to know such information.”  Contractor shall ensure that his or her employees or independent contractors to whom the Confidential Information is disclosed comply with their obligations under these Contractor Terms of Service with respect to the Confidential Information.  All Confidential Information made available hereunder, including copies thereof, shall be returned to Company or certified as destroyed at the request of Company.  For the purpose of this Section 9, “Confidential Information” shall be defined as all the proprietary, non-public information of Company and its customers disclosed pursuant to or in furtherance of these Contractor Terms of Service, including but not limited to the contents of any work order or Statement of Work; the fees listed in any work order or Statement of Work or otherwise agreed upon in any Contract; the names of any customers; the addresses identified in any work order, Statement of Work, Opportunity, or Contract; and any and all non-public information relating to any particular work order, Statement of Work, Opportunity, or Contract.

10. Warranty and Liability

  1. Contractor Warranty.  Contractor warrants and represents that (i) all Contractor or subcontractor services provided under these Contractor Terms of Service will be performed in a professional, workmanlike manner in accordance with generally accepted industry standards; and (ii) that Contractor or subcontractor, to the extent applicable, will comply at all times with the Contractor Obligations as set forth in Section 6 above. 

  2. Company Warranty.  Company warrants and represents that (i) all Company services provided under these Contractor Terms of Service will be performed in a professional, workmanlike manner in accordance with generally accepted industry standards; (ii) that Company will comply at all times with the Company Obligations as set forth in Section 5 above; and (iii) the Platform will perform substantially in accordance with any documentation and will be free from any material defects.  This warranty shall not apply to problems affecting the Platform due to (1) electrical work, network, or other problems external to the Platform, or (2) operation outside of any hardware specifications set forth herein.  Upon receipt by Company of written notice from Contractor of any breach of this warranty, Company liability and Contractor’s sole remedy shall be to the following: (A) in the case of the Platform, use reasonable commercial measures to correct the material non-conformity or provide a work-around to avoid the non-conformity, taking into account the severity of the non-conformity, or (B) in the case of nonconforming services, use reasonable commercial measures at Company’s expense to re-perform or correct the performance or delivery of the services so that the services meet the standards set in this warranty.

  3. Disclaimer of Other Warranties.  THE PLATFORM AND COMPANY’S SERVICES ARE PROVIDED ON AN “AS IS” BASIS.  USE AND RELIANCE ON THE PLATFORM AND THE SERVICES ARE ENTIRELY AT CONTRACTOR’S (OR ANY SUBCONTRACTOR’S) OWN RISK.  COMPANY DOES NOT SCREEN CUSTOMERS, THE ACCURACY OR COMPLETENESS OF THE WORK ORDERS THEY SUBMIT, OR THE SAFETY AND OTHER CONDITIONS OF ANY PROPERTY THAT IS INVOLVED IN A WORK ORDER OR OPPORTUNITY.  CONTRACTOR SOLELY ASSUMES THE RISK OF INACCURATELY ASSESSING THE SAFETY AND OTHER CONDITIONS OF ANY PROPERTY; ACCEPTING A WORK ORDER TO PROVIDE SERVICES AT A PROPERTY OWNED OR OCCUPIED BY ONE OR MORE INDIVIDUALS WITH A CRIMINAL BACKGROUND OR ANOTHER UNFAVORABLE BUSINESS HISTORY; SENDING OR DIRECTING SUBCONTRACTORS TO A PARTICULAR PROPERTY; OR MAKING ERRORS OR OMISSIONS IN THE PERFORMANCE OF SERVICES AT ANY PARTICULAR PROPERTY.  CONTRACTOR IS SOLELY RESPONSIBLE FOR RENDERING HIS OR HER OWN DECISIONS REGARDING A WORK ORDER OR OPPORTUNITY, MEETING ANY DEADLINES OR SPECIFICATIONS SET BY THE CUSTOMER IN THE WORK ORDER AND STATEMENT OF WORK,  DETERMINING THE QUALITY OF THE SERVICES TO BE PERFORMED AND/OR DELIVERABLES TO BE SUBMITTED, AND FOR ANY FINANCIAL LOSSES OR OTHER LIABILITIES CONTRACTOR OR SUBCONTRACTOR INCURS AS A RESULT OF THOSE DECISIONS.  COMPANY DISCLAIMS ANY AND ALL RESPONSIBILITY FOR FURNISHING REPEATED CONTRACTS OR OPPORTUNITIES TO CONTRACTOR.  CONTRACTOR IS SOLELY RESPONSIBLE FOR PROCURING HIS OR HER OWN CUSTOMERS AS REQUIRED TO SUPPORT HIS OR HER BUSINESS.

    COMPANY DISCLAIMS ANY AND ALL RESPONSIBILITY FOR LIABILITIES OR LOSSES SUFFERED AS A RESULT OF RELIANCE ON ANY INFORMATION, WORK ORDER, OR OPPORTUNITY OBTAINED THROUGH THE PLATFORM, INCLUDING BUT NOT LIMITED TO ANY INACCURATE, UNRELIABLE, OR INCOMPLETE INFORMATION. COMPANY FURTHER DISCLAIMS ANY AND ALL WARRANTIES REGARDING THE CHARACTER, PROFESSIONALISM, SAFETY, CRIMINAL HISTORY, BACKGROUND, AND/OR OTHER PERSONAL HISTORY REGARDING THE CUSTOMER AND/OR OTHER THIRD PARTIES WITH WHOM YOU INTERACT AS A RESULT OF THIS PLATFORM.  COMPANY ALSO DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR USE OF THE PLATFORM WITH HARDWARE DEVICES THAT DO NOT MEET ANY HARDWARE SPECIFICATIONS ESTABLISHED BY COMPANY. COMPANY EXPRESSLY DISCLAIMS ANY WARRANTY THAT USE OF THE PLATFORM AND ANY THIRD PARTY SOFTWARE INTEGRATIONS WILL ALWAYS BE COMPLETELY ACCURATE, RELIABLE, FREE OF DELAYS AND TECHNICAL PROBLEMS, OR ERROR-FREE; THAT ACCESS TO THE PLATFORM AND SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, BUG-FREE, VIRUS-FREE, FREE OF DEFECTS, OR FREE OF TECHNICAL PROBLEMS; THAT ALL ERRORS, BUGS, OR DEFECTS CAN  AND WILL BE CORRECTED;  THAT DATA COLLECTED OR GENERATED BY THE PLATFORM WILL NEVER BE LOST OR DELAYED; OR THAT COMPANY WILL MEET ALL OF CONTRACTOR’S NEEDS. COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, GUARANTEES, OR REPRESENTATIONS WITH RESPECT TO THE PLATFORM AND THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, OR ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. PARTICIPATING IN ANY ONLINE WORK PLATFORM WHERE INDIVIDUALS MAY COME IN CONTACT OR INTERACT WITH OTHER INDIVIDUALS THAT THEY DO NOT KNOW, OR IN WHICH THEY ARE DIRECTED TO UNFAMILIAR LOCATIONS THAT MAY BE OWNED OR OCCUPIED BY THIRD PARTIES THAT THEY DO NOT KNOW OR THAT MAY HAVE UNFAMILIAR OR UNKNOWN PROPERTY CONDITIONS THAT MAY OR MAY NOT BE HAZARDOUS ALWAYS INVOLVES SOME RISK OF PHYSICAL INJURY OR DEATH.  COMPANY EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR THE BEHAVIOR OR CONDUCT OF ANY THIRD PARTY THAT CONTRACTOR COMES IN CONTACT WITH OR INTERACTS WITH THROUGH THIS PLATFORM AND FOR ANY RISK OF BODILY INJURY OR DEATH ARISING IN CONNECTION WITH OUR PLATFORM FUNCTIONALITIES AND FEATURES, OR FROM OUR CUSTOMERS, WORK ORDERS, AND OPPORTUNITIES. 

  4. Consequential Damages. COMPANY SHALL IN NO EVENT BE LIABLE TO CONTRACTOR (OR ANY SUBCONTRACTOR) FOR ANY CONSEQUENTIAL, PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOSS OF DATA, WINS, PROFITS, OR OTHER FINANCIAL LOSSES; LOSS OF BUSINESS OPPORTUNITIES; COSTS OF PROCUREMENT OR REPLACEMENT GOODS AND SERVICES, COVER, OR RELIANCE DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE CONTRACTOR TERMS OF SERVICE; WORK ORDERS AND OPPORTUNITIES;  OR THE DELIVERY, USE, PERFORMANCE, OR INTERRUPTION OF THE  PLATFORM OR THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, THIRD PARTY CLAIMS, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.  THE PARTIES AGREE THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CONSEQUENTIAL DAMAGES; THIS SECTION APPLIES ONLY TO THE EXTENT AVAILABLE BY APPLICABLE LAW.

  5. Limitation of Liability.  Company’s total cumulative liability to Contractor from all causes of action and under all theories of liability in the aggregate shall be limited to the total amount of all payments made to Contractor via the Platform in the twelve (12) month period preceding the claim.  This limitation shall apply notwithstanding the failure of the essential purpose of any remedy thereunder.  

  6. Release of Claims.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONTRACTOR OR ANY SUBCONTRACTOR HEREBY RELEASES AND WAIVES ALL CLAIMS AGAINST COMPANY AND ITS MEMBERS, OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS, REPRESENTATIVES, AND AGENTS FROM ANY AND ALL LIABILITY FOR CLAIMS, DAMAGES (ACTUAL AND CONSEQUENTIAL), COSTS AND EXPENSES (INCLUDING LITIGATION COSTS AND ATTORNEYS FEES) OF EVERY KIND AND NATURE ARISING FROM OR IN ANY WAY RELATED TO COMPANY, THE PLATFORM, THE SERVICES, ITS CUSTOMERS AND THEIR WORK ORDERS, STATEMENTS OF WORK, OPPORTUNITIES, AND/ OR CONTRACTS.  CONTRACTOR AND SUBCONTRACTOR, TO THE EXTENT APPLICABLE, ACKNOWLEDGES AND UNDERSTANDS THAT ANY MATTER COVERED BY THIS RELEASE MAY BE FOUND TO BE OTHER THAN NOW BELIEVED TO BE TRUE AND ACCEPTS AND ASSUMES THE RISK OF SUCH POSSIBLE DIFFERENCES IN FACT.

IF CONTRACTOR OR SUBCONTRACTOR IS A CALIFORNIA RESIDENT, THEN HE OR SHE HEREBY WAIVES CALIFORNIA CIVIL CODE §1542, WHICH PROVIDES:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

IF CONTRACTOR OR SUBCONTRACTOR IS NOT A CALIFORNIA RESIDENT, HE OR SHE WAIVES HIS OR HER RIGHTS UNDER ANY APPLICABLE STATUTE OR COMMON LAW PRINCIPLE, IF ANY, WHICH IS SIMILAR TO CALIFORNIA CIVIL CODE §1542 AND ALSO ADDRESSES THE RELEASE OF CLAIMS.

11. Indemnification

Contractor hereby indemnifies, defends, and holds harmless Company, its members, officers, employees, independent contractors, subcontractors, representatives, agents, and customers against (a) any violation or breach of these Contractor Terms of Service; (b) any failure to comply with the Contractor Obligations set forth in Section 6 above;  (c) any errors or omissions by Contractor or its employees and contractors or subcontractors; (d) any grossly negligent acts or omissions or willful misconduct by Contractor or its employees and contractors or subcontractors; and (e) any violation of any applicable laws or regulations.  In order to be indemnified, Company shall promptly notify Contractor in writing of the existence of the potential claim for indemnification, shall grant Contractor the right to control the defense of all such claims, and shall fully cooperate in the defense.

12. Insurance

Contractor and any subcontractor performing services under Contractor shall provide and maintain at his or her own expense the following insurance in the amounts and minimum limits set forth below: (a) comprehensive general liability in the minimum limits of $1 million per occurrence/ $1 million in the aggregate; (b) automobile insurance in the minimum limits of $1 million per occurrence/$1 million per aggregate; (c) professional liability in the minimum limits of $1 million per occurrence/ $1 million in the aggregate; and (d) workers compensation as required by applicable law. 

All such policies shall be issued by insurers with a minimum A.M. Best rating of A-.  Contractor (and any subcontractor) will upon written request furnish Company with certificates of insurance evidencing each policy, and provide to Company thirty (30) days advance written notice of any reduction of coverage  or cancellation of the above policies.  Contractor will ensure that Company is  named as an additional insured on Contractor’s or subcontractor’s comprehensive general liability policy.

13. Governing Law. 

This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA, without regard to conflicts of law principles.  

14. Dispute Resolution.  

  1. Informal Resolution.  In the event of any dispute or controversy which arises from these Contractor Terms of Service, their interpretation, performance, termination or suspension, Contractor or Company shall have the obligation to immediately provide prompt written notice to the other Party of the dispute or controversy.  Upon receipt of written notice, Contractor and Company shall have fifteen (15) days to informally resolve the dispute (“Informal Resolution Period”).

  2. Mediation.  If the dispute remains unresolved following the exhaustion of the Informal Resolution Period, the dispute or controversy shall be submitted to mediation within forty-five (45) days following the completion of the informal dispute resolution process, which mediation shall be conducted by a mutually agreed upon third party mediator and held in Ventura County, California, USA within thirty (30) days following the submission to mediation. The proceeding shall be conducted in the English language and the costs of the mediation shall be shared equally by Company and Contractor.  

  3. Binding Arbitration.  In the event that informal resolution and mediation are unable to resolve the dispute or controversy, then such dispute or controversy shall be finally submitted to binding arbitration in Ventura County, California, USA under the Commercial Rules of the American Arbitration Association within forty-five (45) days following the completion of the mediation.  The proceeding shall be conducted in the English language with a single arbitrator and the costs of the arbitration, including administrative and arbitrators’ fees, shall be shared equally by the Parties.  Company and Contractor (or subcontractor, if applicable)  shall each bear its own costs and attorneys’ and witnesses’ fees.  The arbitration award shall be final, and each Party shall comply in good faith and submit itself to the jurisdiction of the appropriate courts for the sole purpose of the entry of such arbitrator’s award to render effective such an arbitration decision.  Notwithstanding the foregoing, judgment on the award by the arbitrator may be entered in any court having jurisdiction.  If judicial enforcement or review of the arbitrator’s decision is sought, the prevailing Party shall be entitled to costs and reasonable attorneys’ fees.  Notwithstanding the foregoing, in the event that binding arbitration is deemed invalid or unenforceable for any reason, or if any court hearing such dispute declines to order the Parties to arbitration for any reason, then any such legal proceedings arising from these Terms of Service shall be subject to the jurisdiction and venue of the courts located in Ventura County, California, and Contractor and Company, as well as any subcontractor, to the extent applicable, hereby consent to the jurisdiction and venue of the courts located in Ventura County, California

  4. Opt-Out Provision.  contractor may opt out of the arbitration agreement set forth in Section 14(c) above by sending an arbitration opt out notice to Company within thirty (30) days following HIS OR HER electronic acceptance of these Contractor Terms of Service at the following address: InvestorBootz, 755 Town Center drive, #122, oxnard, CA  93036.  To be valid, the opt-out notice must clearly state and/or include all of the following: (a) that CONTRACTOR IS rejecting arbitration; (b) identify the date which CONTRACTOR agreed to the Contractor Terms of Service; (c) identify CONTRACTOR’S name; (d) identify CONTRACTOR’S address; (e) identify CONTRACTOR’S business address; (f) identify CONTRACTOR’S business name; and (G) a signature by CONTRACTOR.  CONTRACTOR MAY SEND AN OPT-OUT NOTICE IN ANY MANNER THAT HE/SHE SEES FIT SO LONG AS IT IS RECEIVED AT THE SPECIFIED ADDRESS WITHIN THE SPECIFIED TIME.  NO OTHER METHODS CAN BE USED TO OPT OUT OF THIS ARBITRATION AGREEMENT.  IF THE OPT-OUT NOTICE IS SENT ON CONTRACTOR’S BEHALF BY A THIRD PARTY, SUCH THIRD PARTY MUST INCLUDE EVIDENCE OF HIS/HER AUTHORITY TO SUBMIT THE OPT OUT NOTICE ON CONTRACTOR’S BEHALF.  IN CASE AN OPT OUT IS RECEIVED FROM CONTRACTOR, THEN ALL DISPUTES SHALL BE SUBMITTED TO THE JURISDICTION AND VENUE OF THE COURTS LOCATED IN VENTURA, AND CONTRACTOR AND COMPANY HEREBY CONSENT TO THE JURISDICTION AND VENUE OF THE COURTS LOCATED IN VENTURA COUNTY, CALIFORNIA.  

  5. Class Action Waiver.  Contractor expressly agrees that any arbitration shall be conducted in his or her individual capacity only and not as a class action or other representative action.  Contractor expressly waives his or her right to file a class action or to seek relief on a class basis.  CONTRACTOR AND COMPANY EXPRESSLY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THE CAPACITY OF THE INDIVIDUAL PARTY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. TO THE EXTENT APPLICABLE, SUBCONTRACTOR EXPRESSLY AGREES TO BE BOUND BY THE ABOVEMENTIONED CLASS ACTION WAIVER AS WELL.  

  6. Federal Arbitration Act.  Contractor and Company intend for the aforestated arbitration agreement to be enforceable in state and federal courts in accordance with the Federal Arbitration Act (9 U.S.C., §1) (the “Act”) including any amendments to the Act which are subsequently adopted.  In the event that either Party refuses to submit to arbitration as required by this provision, then, in addition to any rights otherwise available in Ventura County courts to compel arbitration, the other Party may petition the United States Federal District Court located in Ventura County, if available, to compel arbitration in accordance with the Federal Arbitration Act.  Both parties consent to the jurisdiction of this court to enforce this provision and to confirm and enforce the performance of any award of the arbitrator.  

15. Miscellaneous

  1. Entire Understanding.   These Contractor Terms of Service, along with any other web pages linked hereto, contains the entire understanding of  Contractor and Company with respect to the subject matter contained herein, and shall supersede all prior agreements and understandings, whether written or oral.  There are no restrictions, promises, covenants, or understandings other than those expressly set forth herein, and no rights or duties on the part of either Party are to be implied or inferred beyond those expressly provided for.

  2. Severance.  If any provision of these Contractor Terms of Service is held unenforceable or in conflict with the law of any jurisdiction, the validity of the remaining provisions shall not be affected by such holding.  The Parties agree to negotiate and amend in good faith such provision in a manner consistent with the intentions of the Parties as expressed in these Contractor Terms of Service, if any invalid or unenforceable provision affects the consideration of either Party.

  3. Assignment.  These Contractor Terms of Service shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.  Neither Party may assign the terms or conditions set forth herein to a third party except that Company may assign its rights to a successor in the event of a merger or a purchase of all or substantially all of Company’s assets; provided, however, that such transfer may only occur if the assignee agrees to be bound by each of the terms of these Contractor Terms of Service.

  4. Notices.  All notices provided in connection with these Contractor Terms of Service will be in writing, and will be delivered by (i) certified or registered mail, postage prepaid and return receipt requested at the designated address listed in the subscription or (ii) courier and will be deemed effective upon receipt by the authorized representative and the address set forth above, or at such other addresses as the Parties may designate by written notice to each other. 

  5. Waiver.  No waiver by either Party of any breach of these Contractor Terms of Service, no matter how long continuing or how often repeated, shall be deemed a waiver of any subsequent breach thereof, nor shall any delay or omission on the part of either Party to exercise any right, power, or privilege hereunder be deemed a waiver of such right, power, or privilege. 

  6. Conflicts.  In the event of any conflict between the terms and conditions of these Contractor Terms of Service and any linked web page incorporated herein by reference, the terms set forth in these Contractor Terms of Service shall control. 

Effective Date: June 18, 2026