ZenHome Service Professional Agreement

This Service Professional Agreement ("Agreement") is made effective as of the date of acceptance (the "Effective Date")

BETWEEN:

Articulate, Inc. ("ZenHome," "we," or "us") with its principal place of business at 555 N Main St. #1341, Providence, RI 02904.

AND:

Service Professional ("Provider," or "you") who wishes to offer services through the ZenHome platform.

ZenHome is committed to creating a trustworthy marketplace that connects homeowners with qualified service professionals while upholding our core values of integrity, quality, and customer satisfaction. Unlike traditional lead generation services, ZenHome provides Service Professionals with actual jobs, not just leads. Our users are pre-qualified and ready to move forward with their projects when they connect with you through our platform. This direct access to ready-to-book clients allows you to focus on delivering exceptional service rather than sales and lead conversion.

This Agreement outlines the terms and conditions governing your participation as a Service Professional on our platform.

1. CORE VALUES AND COMMITMENT

1.1 Our Shared Values

By joining the ZenHome platform, you commit to sharing & upholding the following core values:

• Excellence: Delivering high-quality workmanship with attention to detail
• Integrity: Operating with honesty and transparency in all client interactions
• Reliability: Meeting commitments, arriving on time, and completing projects as agreed
• Professionalism: Maintaining respectful communication and professional conduct
• Client-Centered Service: Prioritizing client satisfaction and addressing concerns promptly

1.2 Quality Standards

Service Professionals must maintain ZenHome's quality standards, which include:

• Professional certifications and licenses required for your service category
• Comprehensive insurance coverage appropriate for your industry
• Background checks for you and any team members who will enter clients' homes
• Consistent high ratings and positive client feedback
• Prompt and professional communication
• Adherence to industry best practices and building codes

2. RELATIONSHIP BETWEEN PARTIES

2.1 Independent Contractor Status

You acknowledge and agree that:

• You are an independent contractor and not an employee, agent, joint venturer, or partner of ZenHome
• You are not entitled to employee benefits, including but not limited to health insurance, paid time off, or retirement benefits
• You are solely responsible for all taxes and legal obligations associated with the income you earn
• You have the right to perform services for others when not performing services through the ZenHome platform
• You are solely responsible for providing all tools, materials, and equipment necessary to perform your services unless otherwise specified

2.2 No Agency

You do not have authority to enter into contracts that bind ZenHome or create obligations on behalf of ZenHome without the prior written authorization of ZenHome.

3. SERVICE PROFESSIONAL REQUIREMENTS

3.1 Eligibility

To qualify as a Service Professional on ZenHome, you must:

• Have a minimum of 3 years experience in your specialty
• Have the legal right to work in your jurisdiction
• Possess all required licenses, permits, and certifications for your services
• Maintain appropriate insurance coverage, including liability insurance
• Pass ZenHome's background check and verification process
• Have a reliable means of transportation
• Own or have access to the necessary tools and equipment for your services
• Possess a smartphone capable of running the ZenHome mobile application
• Have reliable internet access

3.2 Documentation and Verification

You agree to provide ZenHome with:

• Valid government-issued identification
• Business licenses and professional certifications relevant to your services
• Proof of insurance coverage, including general liability and professional liability (if applicable)
• Workers' compensation insurance documentation or valid Division of Workers' Compensation (DWC) certification/exemption
• Evidence of compliance with all applicable workers' compensation laws in your jurisdiction
• Business tax identification number or Social Security Number
• Banking information for payment processing
• Any additional documentation required for background checks
• Portfolio of previous work (if applicable)

You acknowledge that ZenHome may periodically re-verify this information and require updated documentation. You agree to abide by all workers' compensation laws in the jurisdictions where you operate and to promptly provide updated documentation whenever there are changes to your coverage or compliance status.

4. PLATFORM USAGE

4.1 Account Creation and Maintenance

You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your profile information
• Keep your account credentials confidential
• Not transfer your account to another person or entity
• Notify ZenHome immediately of any unauthorized use of your account
• Complete your profile, including service areas, services offered, rates, and availability

4.2 Booking and Job Acceptance

When using the ZenHome platform, you agree to:

• Respond to job requests within the timeframe specified by ZenHome (typically within 24 hours)
• Accept jobs only when you have the skills, capacity, and availability to complete them
• Provide accurate estimates based on the information provided
• Honor the rates and terms quoted through the platform
• Not solicit or accept direct payment outside the ZenHome platform
• Arrive at appointments on time and properly prepared
• Notify clients and ZenHome promptly if you need to reschedule

4.3 Service Performance

When performing services arranged through ZenHome, you agree to:

• Perform all services in a professional manner
• Follow industry standards and best practices
• Comply with all applicable laws, regulations, and building codes
• Use only high-quality materials appropriate for the job
• Clean the work area upon completion
• Respect the client's property and privacy
• Provide a minimum 1-year standard warranty on workmanship and materials from completion, provided that any applicable extended warranties from manufacturers, suppliers, or industry standards that offer longer coverage periods or broader remedies shall automatically prevail over this standard warranty, which will be documented in every work order agreement
• Honor all warranty claims promptly and professionally, responding to emergency warranty issues within 24 hours, addressing non-emergency claims within 5 business days, and completing warranty repairs according to applicable building codes, manufacturer specifications, and industry best practices
• Complete the service within the estimated timeframe, maintaining consistent communication and providing justification for any schedule changes
• Document your work with before and after photos when appropriate

4.4 Communication Channels and Platform Exclusivity

When using the ZenHome platform, you agree to:

• Communicate with users exclusively through communication channels managed and provided by ZenHome
• Never exchange personal contact information (phone numbers, email addresses, social media profiles, etc.) with ZenHome users
• Not offer or provide any additional work to ZenHome users outside of the ZenHome platform
• Not refer ZenHome users to other service professionals outside of the ZenHome network
• Not offer or arrange follow-up services that exclude ZenHome
• Not offer any services to ZenHome users that do not include ZenHome as the intermediary
• Report to ZenHome if a user attempts to arrange direct services outside the platform
• Understand that circumventing ZenHome's platform constitutes a material breach of this Agreement

You acknowledge that any attempt to divert clients from the ZenHome platform will result in immediate termination of this Agreement and may subject you to liability for damages, including but not limited to lost service fees.

5. PAYMENTS AND FEES

5.1 Service Fees

You acknowledge that:

• ZenHome charges a service fee for each job completed through the platform
• The service fee is calculated as a percentage of the total job cost
• The specific percentage will be communicated to you during onboarding and may be updated with notice
• Service fees are automatically deducted from client payments before funds are transferred to you

5.2 Payment Processing

You agree that:

• All payments must be processed through the ZenHome platform
• You will not solicit or accept direct payments from ZenHome clients
• ZenHome will remit your portion of payments according to the payment schedule specified in your onboarding materials
• You are responsible for providing and maintaining accurate banking information
• ZenHome is not responsible for payment delays due to inaccurate banking information
• You will issue refunds through the platform when required

5.3 Taxes

You acknowledge that:

• You are responsible for reporting and paying all applicable taxes on income earned through ZenHome
• ZenHome will provide appropriate tax documentation as required by law
• You must provide accurate tax identification information
• ZenHome does not withhold taxes from your earnings

6. RATINGS AND REVIEWS

6.1 Client Feedback

You acknowledge that:

• Clients may rate and review your services
• Ratings and reviews will be publicly visible on your profile
• ZenHome does not typically remove negative reviews but may remove reviews that violate our content policies
• Your overall rating affects your visibility and ranking on the platform

6.2 Response to Feedback

You agree to:

• Address client concerns professionally and promptly
• Work with clients to resolve any issues that arise
• Respond to negative reviews professionally and constructively
• Use client feedback to improve your services
• Report any abusive or fraudulent reviews to ZenHome

7. CANCELLATION

7.1 Cancellation Policy

You agree to:

• Notify clients and ZenHome as early as possible if you need to cancel or reschedule
• Understand that excessive cancellations may result in penalties or removal from the platform

8. INSURANCE AND INDEMNIFICATION

8.1 Required Insurance

You must maintain:

1. Commercial General Liability Insurance
   • $1,000,000 Each Occurrence Limit (Bodily Injury and Property Damage)
   • $2,000,000 General Aggregate per Project
   • $2,000,000 Products & Completed Operations Aggregate
   • $1,000,000 Personal and Advertising Injury Limit

Your Commercial General Liability policy shall not contain exclusions or restrictions of coverage for:

1. Claims by one insured against another insured, if the exclusion or restriction is based solely on the fact that the claimant is an insured, and there would otherwise be coverage for the claim.
2. Claims for property damage to work arising out of the products-completed operations hazard where the damaged work or the work out of which the damage arises was performed by a subcontractor.
3. Claims for bodily injury other than to employees of the insured.
4. Claims for indemnity arising out of injury to employees of the insured.
5. Claims or loss excluded under a prior work endorsement or other similar exclusionary language.
6. Claims or loss due to physical damage under a prior injury endorsement or similar exclusionary language.
7. Claims related to residential, multi-family, or other habitational projects.
8. Claims related to roofing, if the work involves roofing.
9. Claims related to exterior insulation finish systems (EIFS), synthetic stucco or similar exterior coatings or surfaces, if the work involves such coatings or surfaces.
10. Claims related to earth subsidence or movement, where the work involves such hazards.
11. Claims related to explosion, collapse and underground hazards, where the work involves such hazards.

2. Business or Commercial Automobile Liability Insurance
   • $1,000,000 combined single limit per accident
3. Workers' Compensation and Employers' Liability Insurance
   • $100,000 Each Accident
   • $100,000 Each Employee for Injury by Disease
   • $500,000 Aggregate for Injury by Disease
   • Valid Division of Workers' Compensation (DWC) certification/exemption as required by state law, regardless of whether you have employees
4. Any additional insurance required by law or industry standards

8.2 Indemnification

You shall indemnify, defend, and hold harmless ZenHome, its clients, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or resulting from the performance of your services, provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property, and is caused by any negligent act or omission of you or anyone directly or indirectly employed by you.

8.3 Limitation of Liability

You acknowledge that:

• You are solely responsible for the quality and performance of your services
• ZenHome is not liable for any damage, injury, or loss arising from your services
• You will indemnify and hold ZenHome harmless from claims arising from your services

9. CONFIDENTIALITY AND DATA PROTECTION

9.1 Client Information

You agree to:

• Keep all client information confidential
• Use client information only as necessary to perform services
• Not disclose client information to third parties without explicit permission
• Comply with all applicable data protection and privacy laws
• Securely dispose of client information when no longer needed
• Report any data breaches to ZenHome immediately

9.3 Mobile App Data Collection

When using the ZenHome Tech mobile application, you acknowledge that the app collects data as described in our Privacy Policy, including audio recordings, video recordings, photos, location data, and speech transcriptions during walkthroughs. All media collection is initiated by you and is used to generate project reports, estimates, and documentation. You are responsible for informing property occupants that you are recording during walkthroughs when required by applicable law.

9.2 ZenHome Confidential Information

You agree to protect ZenHome's confidential information, including:

• Proprietary platform features and functionality
• Pricing strategies and service fee structures
• Business plans and marketing strategies
• Internal policies and procedures
• Any information marked as confidential

10. INTELLECTUAL PROPERTY

10.1 ZenHome Platform

You acknowledge that:

• The ZenHome platform, including all software, features, and content, is owned by ZenHome
• Your use of the platform does not grant you any ownership rights
• You will not copy, modify, or create derivative works of the platform
• You will not use ZenHome's trademarks or branding without permission

10.2 Your Content

You grant ZenHome a non-exclusive license to use content you provide, including:

• Profile information and photos
• Portfolio examples
• Service descriptions
• Client communication conducted through the platform
• Before and after project photos
• Walkthrough recordings (audio, video, and photos) captured through the ZenHome Tech mobile app
• Transcriptions and reports generated from walkthrough recordings

Walkthrough photos and generated reports may be shared with homeowners in their project dashboard to support transparency and quality assurance. Raw audio and video recordings are not shared with homeowners.

11. TERM AND TERMINATION

11.1 Term

This Agreement remains in effect from the date of your acceptance until terminated by either party.

11.2 Termination by Service Professional

You may terminate this Agreement by:

• Providing written notice to ZenHome
• Completing any outstanding job commitments
• Settling any outstanding balances or disputes
• Deactivating your account through the platform

11.3 Termination by ZenHome

ZenHome may terminate this Agreement:

• With or without cause, upon written notice
• Immediately for violations of this Agreement
• For maintaining a rating below ZenHome's minimum standards
• For repeated cancellations or client complaints
• For fraudulent activity or misrepresentation
• If you fail to supply enough properly skilled workers or suitable materials
• If you fail to make prompt payment to sub-subcontractors or suppliers
• If you disregard applicable laws, ordinances, rules, regulations, or orders
• If you otherwise commit a material breach of this Agreement and fail to cure such breach within five (5) business days after receipt of written notice

11.4 Effects of Termination

Upon termination:

• You will complete any in-progress jobs unless otherwise directed by ZenHome
• You will receive payment for completed jobs according to the standard payment schedule
• You will lose access to the ZenHome platform
• You will return any ZenHome property or materials in your possession
• Confidentiality obligations will survive termination

12. MODIFICATIONS TO AGREEMENT

ZenHome reserves the right to modify this Agreement at any time. Modifications will be communicated to you through the platform or via email. Your continued use of the platform after such modifications constitutes acceptance of the updated terms.

13. GOVERNING LAW AND DISPUTE RESOLUTION

13.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Rhode Island, without regard to its conflict of law provisions.

13.2 Dispute Resolution

Negotiation: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives with authority to settle the controversy.

Mediation: If negotiation is unsuccessful, either party may initiate mediation by providing written notice to the other party. The mediation shall be conducted in accordance with the Construction Industry Mediation Rules of the American Arbitration Association.

Arbitration: If mediation is unsuccessful, any controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association.

Costs: Each party shall bear its own costs and expenses, including attorneys' fees, in connection with any dispute resolution proceeding.

14. SEVERABILITY

If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

15. ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments, constitutes the entire agreement between ZenHome and the Service Professional with respect to your participation on the ZenHome platform and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written.

ACKNOWLEDGMENT AND ACCEPTANCE

By creating an account on the ZenHome platform, clicking "I Agree," or providing services through ZenHome, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement.