CONTRACTOR MEMBERSHIP TERMS AND CONDITIONS
These Contractor Membership Terms and Conditions (“Ts&CS”) govern the business relationship between Good Contractors, LLC (“Good Contractors” or “Company”) and the business entity or, in the case of a sole proprietorship, the individual (in each case, the “Contractor”) that has signed a Good Contractors Program Membership Enrollment Form (“Enrollment Form”). These Ts&Cs are intended to complement, not supersede the Enrollment Form. The Enrollment Form and these Ts&Cs collectively comprise the “Agreement” between the Company and Contractor. The Company and Contractor may each respectively be referred to in these Ts&Cs as a “party,” or collectively as the “parties.” Any capitalized terms used in these Ts&Cs but not defined shall have the same meaning ascribed to them in the Enrollment Form.
1. Background. The Company (i) operates an online platform that connects Homeowners with a curated network of Contractors specializing in professional home services (“Platform”) and (ii) provides a Guarantee (defined below) to Homeowners against Contractor Defaults. In exchange for the Company agreeing to include the Contractor in its Platform, the Contractor agrees to the terms and conditions set forth in these Ts&Cs.
2. Definitions.
a. “Affiliate” of the Company and the Contractor shall mean any other person or entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified entity. For purposes of this definition, “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through ownership of voting securities, by contract, or otherwise, and “person” means an individual, corporation, partnership, limited liability company, association, trust, or other legal entity.
b. “Applicable Law” means any federal, state, or local law, statute, regulation, ordinance, rule or order, notification, guideline, policy, direction, directive and/or order of any government, statutory authority, tribunal, board, or court, whether in effect as of the Enrollment Date or thereafter, which is applicable to the Contractor’s or Company’s respective rights and obligations under the Agreement.
c. “Bankruptcy” means, with respect to the Contractor, the occurrence of any of the following events: (i) the Contractor voluntarily or involuntarily becomes the subject of any proceeding under any bankruptcy, insolvency, reorganization, composition, arrangement, or similar law for the relief of debtors or the protection of creditors now or hereafter in effect; (ii) the Contractor makes a general assignment for the benefit of creditors; (iii) the Contractor admits in writing its inability to pay its debts as they become due; (iv) a receiver, trustee, custodian, or similar official is appointed for the Contractor or for any substantial part of its assets; (v) the Contractor takes any action to authorize or effect any of the foregoing; or (vi) any dissolution, liquidation, or other cessation of a substantial portion of the Contractor’s business operation.
d. “Best Industry Practice” means the highest prevailing standards, practices, methods, techniques, procedures and guidelines that would be expected to be implemented and followed by high-performing, skilled professionals in the same or similar industry, including but not limited to: (i) standards of care, skill, diligence, prudence and foresight; (ii) quality assurance and control measures; (iii) use of up-to-date technology and methodologies; (iv) compliance with Applicable Laws, regulations and industry standards, including but not limited to occupational safety and health regulations, environmental regulations, and local building codes and zoning ordinances; (v) adherence to recognized professional and technical specifications; and (vi) implementation of safety and risk management protocols, as such standards evolve from time to time.
e. “Business Days” means any day other than a Saturday, Sunday, or a federally-observed public holiday.
f. “Change Order” means the document agreed to between the Contractor and the Homeowner and acknowledged in writing by the Company, which alters, adds to, or deducts from the scope of Services and/or timeline originally agreed upon under the Statement of Work. Each Change Order shall set forth in detail the nature and extent of the modification to the Services, the adjusted cost (if any), and any revised timelines, and shall form an integral part of the Statement of Work once executed.
g. “Claims” means any and all demands, claims, actions, causes of action, lawsuits, proceedings, investigations, judgments, losses, Damages, liabilities, costs, penalties, fines, expenses (including reasonable attorneys’ fees and disbursements, court costs, and expert witness fees), whether known or unknown, liquidated or unliquidated, fixed, contingent, direct, indirect, present or future, asserted or unasserted, made or brought by or against a party.
h. “Confidential Information” means any of Company’s nonpublic information including, but not limited to, any financial, operational, and other information relating to business operations, business plans, developments, designs, guidelines, improvements, software or trademarks, service marks, trade names, trade dress, copyrights, logos, patents, patent rights, that is disclosed by the Company to the Contractor orally, verbally, through written communication, email, or other means. Confidential Information excludes any information which was, is or becomes generally available to the public other than as a result of a disclosure in violation of this Agreement; and mandatory to be disclosed as per Applicable Law.
i. “Damages” means (a) any and all direct, indirect, special, incidental, consequential, punitive, exemplary damages, losses, liabilities, costs and expenses (including lost profits and loss of business) resulting from Claims, including in all events any tax, charges, fines, fees, penalties as per Applicable Law and out-of-pocket expenses (including without limiting any liability imposed under any award, writ, order, judgment, decree or direction passed or made by any governmental authority) and (b) amounts paid in settlement, interest, court costs, reasonable costs of investigation, reasonable fees and expenses of legal counsel and accountants, of in respect of any Claim.
j. “Default” in the context of a Contractor undertaking the Services means any failure by the Contractor to: (i) complete the Project according to the agreed specifications and standards; (ii) adhere to established timelines and milestones for the Services; (iii) utilize materials and workmanship that meet or exceed industry standards and the specific requirements outlined in the Agreement; (iv) comply with all Applicable Law, regulations, and codes applicable to the Services; (v) rectify any identified deficiencies or defects in the work within a reasonable period as stipulated by the Company; (vi) follow Best Industry Practices; (vii) avoid fraudulent conduct, willful misconduct, or gross negligence that impacts the quality or safety of the Services; or (viii) maintain accurate and complete Project documentation as required by the Company.
k. “Defective Work” means any work, materials, or workmanship that fails to meet the specifications, standards, or other requirements set forth in this Agreement, or that does not conform to Applicable Laws and Best Industry Practice.
l. “Elite Project” means a Project that the Company has determined qualifies for Company’s Three Hundred Fifty Thousand Dollar ($350,000) Guarantee, and which is performed by a contractor accepted into the Company’s Elite membership program.
m. “Force Majeure Event” means any event or circumstance, or combination of events or circumstances, that is beyond the reasonable control of the affected party, and which materially affects the performance of the party’s obligations under this Agreement. Such events include, but are not limited to, acts of God, acts of war, terrorism, civil commotion, riots, strikes, lockouts or other industrial disturbances, embargoes, government orders, pandemics or epidemics, natural disasters such as hurricanes, earthquakes, floods, or fires, and any other similar events or circumstances. The affected party shall promptly notify the other party of the occurrence of a Force Majeure Event and shall use all reasonable efforts to mitigate the effects of the Force Majeure Event on the performance of its obligations under this Agreement.
n. “Government Authority” means any federal, state, local, or other governmental, regulatory, or administrative body, agency, commission, department, board, or other governmental subdivision, court, tribunal, or other judicial body in accordance with the Applicable Law.
o. “Guarantee” in the context of a Homeowner means the Company’s commitment to ensure the completion or rectification of any Project undertaken by the Contractor under this Agreement in the event of a Default by the Contractor with a full right of reimbursement from the Contractor. This may include, at the Company’s discretion, arranging for the completion of the unfinished work, repair or replacement of Defective Work, or providing financial compensation to the Homeowner for Damages caused by the Default.
p. “Homeowner” shall mean an individual or entity that owns a residential property and who engages the Services of Contractors through the Company’s Platform.
q. “Implied Services” means any and all ancillary, incidental, or supplementary services, functions, duties, or responsibilities which, although not expressly set forth in this Agreement, a Statement of Work, or a Change Order, are reasonably necessary, customarily associated with, or logically inferable from the express provisions of this Agreement, and are required to achieve full, proper, and timely performance, delivery, and completion of the Services in accordance with the standards of skill, diligence, and care generally exercised by competent contractors performing services of a similar nature, and in compliance with all Applicable Laws and Best Industry Practices.
r. “Intellectual Property” means and refers to all present, contingent and future intellectual property, specifically including, but not limited to, service marks, trade names, copyrights, and any rights with respect to the foregoing, as well as all trade secrets, including know-how, designs, processes, works of authorship, manuals, documentation, computer programs, algorithms, models, guidelines, and technical data and information (whether registered or unregistered) relating to the Platform and any other of Company’s products and services. The Company’s Intellectual Property also includes any applications or registrations for the protection of such rights and all renewals and extensions thereof existing in any part of the world, whether now known or created in the future.
s. “Intellectual Property Rights” means all rights and claims pertaining to the Intellectual Property including, but not limited to, all applications for and registrations, renewals, extensions, or reissues thereof, as well as all moral rights, rights of attribution, and rights to enforce or license any of the foregoing, in any jurisdiction worldwide.
t. “License” means any permit, authorization, certification, registration, consents, or approval required by any Government Authority or Applicable Law for the Contractor and its employees, agents, or subcontractors to legally perform the Services. This includes, but is not limited to, professional licenses, business permits, corporate authorizations, consents and any specific permits related to construction, repair, installation, or improvement Projects as required by Applicable Law.
u. “Personnel” means all individuals employed or engaged by the Contractor, including employees, agents, subcontractors or representatives, who are directly involved in the performance of the Services.
v. “Project” means the specific installation, construction, repair, remodel, and/or improvement task or series of tasks that the Contractor is engaged to perform in accordance with a Statement of Work and any Change Orders, as applicable. The Project encompasses all activities, milestones, deliverables, and outcomes outlined in the Statement of Work, including any modifications agreed upon through Change Orders.
w. “Project Advocate” means, in the context of an Elite Project, a representative of the Company assigned to oversee the execution and progress of the Project on behalf of the Company. The Project Advocate shall serve as a liaison between the Company, the Contractor, and the Homeowner to promote transparency, satisfaction, and timely delivery. The Contractor agrees to cooperate fully with the Project Advocate throughout the duration of the Project, including but not limited to facilitating access to the Project site, responding to inquiries, and accommodating oversight activities. The Project Advocate will confer with the Homeowner on a regular basis to assess satisfaction, ensure that work is progressing as expected, and verify that the Contractor’s and Homeowner’s interests are being adequately protected.
x. “Services” means the professional services, labor, materials, equipment, and tools, supervision, administration, and any other goods and services provided by Contractor to Homeowners in connection with a Statement of Work and any applicable Change Orders, including all the Implied Services.
y. “Statement of Work” means the detailed document agreed between the Contractor and Homeowner and acknowledged by the Company that describes the specific tasks, deliverables, timelines, financial terms, and other Project-specific terms to be performed by the Contractor for the Homeowner.
3. Contractor Obligations.
a. Provision of Services. The Contractor shall perform the Services in accordance with the Statement of Work and any applicable Change Orders. The Services may include, where applicable, tasks such as site assessments, design input, planning, installation of relevant building systems, and other job-specific functions. The Contractor shall, in all cases, ensure that quality assurance testing and final inspection are carried out as specifically stated in the Statement of Work and as may be required by Applicable Law. The Contractor shall ensure all work meets or exceeds applicable building codes, safety standards, environmental regulations, Company specifications, Best Industry Practices and Applicable Laws, including obtaining and maintaining all necessary permits and approvals throughout the Project duration. For Elite Projects, Contractor shall provide a copy of all Statements of Work and Changes Orders to the Company within three (3) Business Days of their signature or written acknowledgment by the Contractor and Homeowner for Company’s approval.
b. Project planning and budgeting. For Elite Projects, the Contractor shall provide detailed Project plans including cost estimates, material requirements, labor allocation, and timeline projections, including comprehensive budgeting for all aspects of the Services, identification of potential cost overruns, and any applicable risk mitigation strategies. The Contractor shall provide accurate completion timelines at Project initiation, with clear milestones and dependencies.
c. Implementation and oversight. For Elite Projects, the Contractor shall oversee and coordinate all aspects of the Services, including managing subcontractors, ensuring quality control, maintaining safety protocols, and coordinating with regulatory inspectors.
d. Technical consultation. For Elite Projects, the Contractor shall provide expert technical consultation on construction methodologies, material selection, and building systems integration. The foregoing includes, but is not limited to, troubleshooting construction issues, recommending solutions for structural or technical challenges, and advising on maintenance requirements.
e. Active assistance and co-operation. For Elite Projects, the Contractor shall actively cooperate with the Company’s processes for monitoring Project progress and supporting communication between the Contractor and the Homeowner. The Contractor agrees to respond promptly to all correspondence, including emails and phone communications. The Company reserves the right to contact the Homeowner through the Project Advocate at various stages of the Project, including commencement and completion to ensure satisfaction and alignment.
f. Conflict prevention and resolution. In the event of any disputes or misunderstandings between the Contractor and the Homeowner, the Company shall act as the primary mediator and conflict resolution facilitator. The Contractor agrees to cooperate in good faith with the Company during any such resolution efforts, which shall include but are not limited to: (i) participating in timely discussions and meeting, whether in person or virtually, (ii) providing all relevant documentation and information within five (5) Business Days of request, (iii) allowing reasonable site visits within twenty-four (24) hours’ advance notice, (iv) maintaining clear written communication records, and (v) implementing mutually agreed-upon solutions in a timely manner.
g. Additional obligations. The Contractor is responsible for obtaining and maintaining all necessary Licenses throughout the duration of the Agreement, including ensuring that all Personnel performing the Services maintain current and valid Licenses as required by Applicable Law. The Contractor is responsible for all actions and omissions of its Personnel, including those of any subcontractors that Contractor engages to perform any portion of the Services. All Personnel must possess the requisite qualifications, skills, expertise, and professional experience necessary to perform their duties competently and in compliance with all Applicable Laws, Licenses and industry standards. Each Project is subject to the terms set forth in this Agreement, including compliance with Applicable Laws, Best Industry Practices, Implied Services and the Company’s quality and performance requirements.
4. Guarantee; Remediation of Default.
a. The Contractor acknowledges that the Company provides Homeowners with a Guarantee that protects against Defaults. Under the Guarantee, the Company rectifies any Default by either arranging for repairs, completion of work, or providing compensation to the Homeowner. The Contractor further acknowledges liability for all costs incurred by the Company in fulfilling Guarantee Claims arising from Contractor’s Default(s), as described in more detail in this Agreement, below. Such liability is not, and shall not be construed as, a penalty or liquidated damages, and the Company reserves the right to pursue additional Damages against Contractor in the event a Guarantee is invoked.
b. Each Guarantee the Company provides to Homeowners remains valid for a period of sixty (60) days from the date of completion of the relevant Project as specified in the applicable Statement of Work and automatically expires thereafter. The Guarantee is limited to covering costs not to exceed (i) Twenty-Five Thousand Dollars ($25,000) in total for a Project not qualifying as an Elite Project, and (ii) Three Hundred Fifty Thousand Dollars ($350,000) for a Project qualifying for and documented as an Elite Project, and is invoked to protect the Homeowner’s interest when the Contractor engages in an Event of Default, commits a Material Breach, or otherwise fails to meet its obligations as set forth in this Agreement. The Guarantee shall not be construed as automatically extending to all other ongoing Projects in the event of a Material Breach by the Contractor under a particular Statement of Work; the Company shall retain sole and absolute discretion to determine the applicability of the Guarantee to any such concurrent Projects on a case-by-case basis.
5. Event of Default; Reimbursement for Guarantee Outlay.
a. Any action, omission, or other event described in the definition of Default, above, or the occurrence of any one or more of the following events by the Contractor, shall constitute an “Event of Default” under this Agreement:
i. The Contractor has committed a Material Breach;
ii. gross negligence, fraud, non-performance, delays, Defective Work, use of substandard materials, failure to follow agreed specifications, violation of safety standards including OSHA and applicable state safety requirements, or willful misconduct in the performance of the Services;
iii. the filing of a voluntary petition in Bankruptcy by Contractor, or the filing of an involuntary petition in Bankruptcy against Contractor which is not dismissed within sixty (60) days, or Contractor’s making of an assignment for the benefit of creditors, or the appointment of a receiver or trustee for Contractor;
iv. abandonment of the Project site, failure to maintain necessary Licenses or permits as per the Applicable Law, or failure to maintain adequate workforce and resources for the timely completion of the Project;
v. circumventing this Agreement and independently entering into a contract, agreement or arrangement with any Homeowner(s);
vi. Contractor being disciplined or suspended by any Government Authority, or being restricted from conducting any portion of the Services by any Government Authority; suspension or revocation of any required Licenses and/or failure to maintain required insurance coverage throughout the Project duration; and/or
vii. Non-compliance with Best Industry Practices and Implied Services.
For purposes of this Agreement a “Material Breach” occurs if the Contractor fails to observe or perform any of its respective material obligations, material undertakings, representations, material covenants and/or agreements under this Agreement and either, that breach: (a) is not capable of being remedied to the reasonable satisfaction of the Company; or (b) is not remedied by the Contractor within thirty (30) days of the date of a notice issued by the Company requiring the Contractor to remedy the breach.
b. Upon occurrence of an Event of Default, the Company shall have the right but not an obligation to:
i. exercise any of its rights under this Agreement and Applicable Law, including but not limited to terminating this Agreement and appointing a substitute contractor to complete or remediate the Services that the Contractor performed;
ii. retain, possess and sell any raw materials, equipment, or other assets of the Contractor present at the Project site to recover Damages, and make Claims under any performance bonds or guarantees;
iii. revoke, suspend, or withhold the applicability of the Guarantee in respect of the relevant Project or any other ongoing Projects, at the Company’s sole discretion, without prejudice to any other rights or remedies;
iv. claim insurance benefits as a beneficiary of the Contractor;
v. file for injunctive relief or specific performance, and procure insurance benefits under any applicable insurance policies; and
vi. exercise its rights to indemnification under this Agreement.
c. Upon the occurrence of an Event of Default, the Contractor shall be liable to Company, and reimburse the Company for all costs, expenses, and Damages incurred by the Company as a result of such Default. This liability includes, but is not limited to, the costs of engaging a substitute contractor, any additional expenses incurred to complete and/or remediate the Project, and any Claims made under the Company’s Guarantee. The Contractor agrees to indemnify and hold the Company harmless against all such liabilities, ensuring that the Company is fully compensated for any losses arising from the Event of Default. As security for the Company’s claims for reimbursement under this section, Contractor hereby grants the Company a first-priority lien and security interest in all materials, equipment, supplies, receivables, contract rights, insurance proceeds, and other property arising from or related to the Services (collectively, the “Collateral”). . Contractor authorizes the Company to file any financing statements or other instruments necessary to perfect, maintain, or enforce this security interest, with or without Contractor’s signature. If an Event of Default occurs, the Company may, without notice, take possession of, use, or dispose of any Collateral and apply the proceeds to any amounts due to the Company under this Agreement, or to secure completion of the Services. This lien and security interest shall remain in effect until all obligations of Contractor are fully satisfied, and the Company’s rights hereunder shall be in addition to and cumulative of all other remedies available at law or in equity. Contractor acknowledges and agrees that this paragraph creates a valid and enforceable security interest under the Uniform Commercial Code, and expressly authorizes the Company to file or record any UCC financing statement or other notice to evidence or perfect such interest.
Upon occurrence of an Event of Default due to Section 5(a)(v), above, it is hereby clarified that the Contractor shall owe the Company a commission equal to two percent (2%) of the total payments made by the Homeowner to the Contractor in connection with such contracts, agreements or arrangements entered into between the Company with Homeowner.
Notwithstanding any of the rights mentioned in Section 5(b), above, Contractor acknowledges and agrees that the Company is entitled to exercise all remedies under Applicable Law in addition to, and not in lieu of, the remedies set forth above.
6. Independent Contractor Relationship.
a. Contractor is an independent contractor and nothing in this Agreement will be construed as establishing an employment or agency relationship between the Company and Contractor or any Contractor Personnel. Contractor has no authority to bind the Company by contract or otherwise. Contractor determine, in its sole discretion, the manner and means by which Services are provided, subject to the requirement that the Contractor will at all times comply with Applicable Law and the general guidelines for contractors that are part of the Company’s membership program.
b. Contractor will be solely responsible for the payment of all compensation to all Contractor’s Personnel, as well as for the payment of all withholding taxes, social security, workers’ compensation, unemployment and disability insurance or similar items required by any government agency. Neither the Contractor nor any Contractor Personnel will be entitled to any benefits paid or made available by the Company to its employees, including, without limitation, any vacation or illness payments, or to participate in any plans, arrangements or distributions made by the Company pertaining to any bonus, profit sharing, insurance or similar benefits. Contractor will indemnify and hold the Company harmless from and against all damages, liabilities, losses, penalties, fines, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or relating to any obligation imposed by law on the Company to pay any withholding taxes, social security, unemployment or disability insurance or similar items in connection with compensation received by Contractor resulting from this Agreement.
c. While the Contractor maintains independence in performing work for Homeowners, the Contractor must comply with the Company’s Platform rules, quality standards, and Guarantee requirements. For the avoidance of doubt, the Guarantee does not create a partnership, joint venture, or employment relationship between the parties, and the Contractor shall not advertise or market itself as being in any such relationship with the Company. The Company’s role is limited to Platform operation and Guarantee administration.
7. Compensation Structure and Payment Terms for Elite Projects.
The following terms apply solely to Elite Projects:
a. For each Statement of Work entered into between the Contractor and a Homeowner, the Contractor shall owe the Company a commission of two percent (2%) of each payment (including milestone payments) made by the Homeowner to the Contractor for the procurement of any goods or Services by the Homeowner (“Commission”). This Commission shall be due upon the Homeowner’s final payment to the Contractor. The Project Advocate, Homeowner, or Contractor shall notify the Company upon each such final payment by the Homeowner, whereupon the Company shall issue an invoice to the Contractor, payable within five (5) Business Days.
b. In the event that the Contractor fails to remit the Commission as specified in Section 7(a), above, the Company reserves the right to impose an interest charge on the outstanding amount owed by the Contractor calculated in accordance with the maximum rate permissible under Applicable Law, accruing from the date the Commission was due until the date of actual payment (“Interest Charge”). The imposition of such Interest Charge is not a penalty and applies to all unpaid amounts to compensate the Company for any delays in receiving its entitled compensation.
c. Commission payments shall be made via bank transfer to a valid bank account of the Company, the details of which shall be provided to the Contractor by the Company. The Contractor shall maintain accurate records of all Services performed and, upon request, provide documentation to support any discrepancy between the Commission owed to the Company and the amount Contractor believes it owes the Company for the same Project.
8. Term and Termination.
a. This Agreement shall commence on the Enrollment Date and continue until terminated by either party.
b. The Company may terminate this Agreement and remove Contractor from the Platform immediately upon notice for: (i) breach of this Agreement, (ii) violation of Platform rules, (iii) failure to maintain required Licenses or insurance, (iii) repeated customer complaints, (iv) fraudulent conduct, (v) Claims paid under the Guarantee, (vi) any conduct that the Company reasonably determines could harm the Company’s reputation, (vii) non-compliance with Best Industry Practices, or (viii) failure to provide Implied Services as are reasonably necessary to complete a Project. The Company may also terminate without cause upon thirty (30) days’ written notice (email acceptable).
c. The Contractor may terminate this Agreement by providing thirty (30) days’ written notice to the Company (email acceptable). Upon termination, the Contractor shall promptly return all materials and Confidential Information belonging to the Company.
d. If the Agreement is terminated by the Company pursuant to Section 8(b)(i)-(viii), or by the Contractor pursuant to Section 8(c), Contractor shall (i) immediately pay all amounts due including, without limitation, outstanding Commissions, Interest Charges, and monthly fees, and (ii) not be entitled to a refund of any prepaid fees. The rights and obligations of the parties under Sections 2, 4(a), 5, 6, 7, 8(d), 9, 10, 11(a), 13, and 14 will survive expiration or earlier termination of this Agreement.
9. Confidentiality.
The Contractor acknowledges that during the term of this Agreement, it may receive or have access to Company’s Confidential Information. Contractor agrees to:
a. Keep all Confidential Information strictly confidential and protect it with at least the same degree of care as it uses to protect its own confidential information, but no less than a commercially reasonable degree of care;
b. Not use the Confidential Information for any purpose other than to perform the Services or in any manner detrimental to the Company; and
c. Not disclose Confidential Information to any third party without the prior written consent of the Contractor, except as required by Applicable Law.
10. Representations and Warranties.
a. Contractor represents and warrants to the Company as follows:
(i) Qualifications and Competence. All Personnel assigned to perform the Services possess the requisite qualifications, skills, expertise, and professional experience necessary to perform the Services competently and in accordance with Best Industry Practice. The Contractor further warrants that all Personnel hold all Licenses, certifications, and/or approvals required by Applicable Law to perform the Services.
(ii) Professional Performance. The Contractor agrees to provide the Services in a professional, diligent, and workmanlike manner, exercising the level of care, skill, and diligence that would reasonably be expected of a similarly qualified and experienced professional under comparable circumstances.
(iii) Proof of Insurance. Upon request, the Contractor shall provide certificates of insurance or other documentation to the Company as proof of the required insurance coverage prior to commencing the Services and upon renewal of any insurance policies throughout the term of this Agreement. The Company reserves the right to request updated proof of insurance at any time during the term of this Agreement.
(iv) Timely Delivery of Services. The Contractor represents that they will perform the Services within the timelines set forth in the Statement of Work and any applicable Change Order(s), subject to reasonable extensions approved by the Homeowner in writing.
(v) Best Industry Practice and Guarantee Obligations. The Contractor warrants that all Services performed under this Agreement shall be carried out on a best-efforts basis and in accordance with the Company’s Guarantee requirements and Implied Services. The Contractor acknowledges their liability for any deficiencies in raw materials, assessment errors, fraud, Bankruptcy, workmanship protection, delays (except for Force Majeure events), and material/product defects. The Contractor agrees to maintain sufficient insurance coverage and financial reserves to support these Guarantee obligations.
(vi) Compliance with Applicable Laws. The Contractor warrants that the Contractor and its Personnel shall comply with all Applicable Laws, regulations, and ordinances related to the Services, including those pertaining to taxation, labor, employment, and Intellectual Property.
b. Quality Control and compliance. The Contractor shall implement and maintain a comprehensive quality control program for all Services it provides to Homeowners. This may include regular inspections, material testing, structural assessments, and ensuring compliance with all applicable building codes, safety regulations, Best Industry Practices and Implied Services. The Contractor shall maintain detailed documentation of all quality control activities and promptly address any deficiencies identified.
The Contractor affirms that its Personnel possess the requisite qualifications, skills, expertise, and professional experience necessary to perform the Services under this Agreement competently and in accordance with industry standards. Contractor further represents that it holds all Licenses, certifications, and/or approvals required by Applicable Law to perform the Services.
The Contractor further acknowledges that all work performed pursuant to Statements of Work and any applicable Change Orders will be subject to review and approval by the Company, relevant building authorities, and safety inspectors, as applicable. The Company retains the sole and final authority in ensuring compliance with the agreed-upon requirements, building codes, safety standards, and quality specifications.
c. Insurance requirements.
The Contractor represents and warrants that it will maintain adequate insurance coverage as required by Texas law, including but not limited to the following:
(i) General liability insurance: The Contractor shall maintain commercial general liability insurance with minimum coverage limits of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in aggregate, covering bodily injury, property damage, personal injury, and completed operations. The Contractor shall provide to the Company certificates of insurance evidencing such coverage prior to commencement of Services, upon each policy renewal, and promptly upon request by the Company. The Contractor further agrees to ensure that such policy is renewed without interruption.
(ii) Workers’ compensation insurance: The Contractor acknowledges that it and any subcontractors providing Services shall maintain adequate workers’ compensation insurance providing coverage for medical expenses and lost wages if Personnel are injured while providing Services.
(iii) Commercial auto insurance: The Contractor shall ensure that any vehicles used for work purposes are covered under a commercial auto insurance policy to cover vehicular accidents occurring during business operations.
(iv) Surety bonds: The Contractor shall secure a surety bond if required by state regulations for their specific trade and/or Service Category.
The Contractor shall ensure that all insurance policies required under this Agreement remain in full force and effect without interruption until the completion of the Project and any applicable post-completion obligations in a manner and outcome satisfactory to the Homeowner and the Company. The Contractor shall promptly provide updated certificates of insurance upon renewal, expiration, or any material change to such coverage, and shall notify the Company of any actual or threatened cancellation, reduction, or material alteration of any such insurance coverage within five (5) Business Days of receipt of notice thereof.
The Contractor further agrees to review and comply with all local regulations and specific job requirements, understanding that insurance needs may vary based on the Statement of Work, Project size, and Homeowner stipulations.
d. No conflict of interest.
The Contractor represents and warrants that: (i) the performance of the Services does not and will not conflict with or violate any contractual, professional, fiduciary, or legal obligations it may have to any third party; (ii) it has not entered into, and during the term of this Agreement will not enter into, any agreement, either written or oral, in conflict with this Agreement; (iii) it has disclosed to the Company in writing all existing or potential conflicts of interest prior to signing the Enrollment Form; and (iv) it will promptly notify the Company in writing of any potential or actual conflict of interest that may arise during the term of this Agreement, but in no event later than five (5) Business Days after becoming aware of such conflict. The Contractor acknowledges that failure to comply with this provision shall constitute a Material Breach of this Agreement.
11. Intellectual Property; Limited License.
a. The Contractor acknowledges and agrees that all Intellectual Property, including but not limited to Company’s legal name, trademarks, trade secrets, designs, processes, improvements, pamphlets, modifications, know-how, advertising materials, and any other intellectual or industrial property rights, whether existing as of the Enrollment Date or thereafter developed, conceived, or reduced to practice or in connection with the Company’s Platform provided hereunder, shall remain the sole and exclusive property of the Company. The Contractor hereby irrevocably assigns to the Company all right, title, and interest in and to any such Intellectual Property, and agrees to execute any documents and take any actions reasonably requested by the Company to perfect, maintain, or protect the Company’s rights therein. Nothing in this Agreement shall be construed as transferring ownership of any Intellectual Property Rights to the Contractor, and the Contractor waives any moral rights or similar rights that the Contractor may have in any Intellectual Property created under this Agreement to the extent permitted by Applicable Law.
b. The Company grants to the Contractor a limited, non-exclusive, non-transferable license (without right to sublicense) to use and display, solely during the term of this Agreement, the name, logo and other identifiers of the Company (“Company Licensed Marks”) solely for the purpose of allowing Contractor to promote itself as a participant in the Company’s contractor membership program. The Contractor agrees that the Company Licensed Marks and the goodwill associated with them are and will remain the sole property of the Company, and the Contractor agrees not to contest the ownership of such Company Licensed Marks or appropriate such Company Licensed Marks for any purpose other than that permitted by this Section 11(b). All uses of the Company Licensed Marks shall be in accordance with the Company’s written policies made available to the Contractor, including but not limited to the Company’s brand use guidelines, as such may be updated from time to time and provided or made available to Contractor. The Contractor’s use of the Company Licensed Marks inures solely to the benefit of the Company.
12. Non-Solicitation.
The Contractor agrees that during the term of this Agreement, it shall not directly or indirectly solicit, hire, or engage any employees, or contractors of the Company for Services similar to those provided under this Agreement, without the prior written consent and approval of the Company.
13. Indemnification.
a. The Contractor agrees to indemnify, defend, and hold harmless the Company, its Affiliates, and their respective representatives and agents (each an “Indemnified Party”) to the fullest extent permitted by Applicable Law from and against any and all Damages which may be incurred, sustained or suffered by the Indemnified Party arising out of: (i) any fraud, Event of Default, misrepresentation, or breach of this Agreement; (ii) deficiencies in raw materials or workmanship; (iii) errors in Project assessment; (iv) delays not caused by Force Majeure events; (v) material or product defects; (vi) Bankruptcy or insolvency of the Contractor; (vii) any failure to comply with Best Industry Practice or perform Implied Services; (viii) attorney fees and (ix) any Claims made under the Company’s Guarantee. The Contractor’s liability under this Section 13(a) shall be primary and direct, without requiring the Company to first seek recovery from any third party.
b. The rights accorded to an Indemnified Party under this Agreement shall be in addition to any rights that the Indemnified Party may have at law, in equity or otherwise.
14. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.
IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DAMAGE, CLAIM, OR LOSS ARISING OUT OF OR RELATING TO THE ACTIONS OR OMISSIONS OF ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, BODILY INJURY, DEATH OR DAMAGE TO PERSONS OR PROPERTY.
IN NO EVENT WILL THE TOTAL LIABILITY OF THE COMPANY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY THE CONTRACTOR TO THE COMPANY IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND THE CONTRACTOR.
15. Miscellaneous.
a. Tracking Phone Number Acknowledgement. As part of each Contractor’s participation in the Company’s membership program, the Company will assign a dedicated tracking phone number to the Contractor. This phone number, which is displayed on the Platform and used to route Homeowner inquiries through, allows the Company to (i) track call volume and responsiveness for customer service quality, (ii) monitor lead flow and performance metrics, (iii) ensure accurate reporting, and (iv) assist with dispute resolution if necessary. Calls may be recorded and/or reviewed for training and quality assurance purposes. This system helps protect both Homeowners and Contractors by providing a clear record of interactions. Contractor acknowledges and agrees to the use of the tracking phone number as described in this paragraph, understands its purpose, and confirms that it will be used exclusively for customer service and performance monitoring in connection with its participation in the Company’s membership program.
b. Governing law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, and each party hereby submits to the exclusive jurisdiction of the state and federal courts located in Tarrant County, Texas, insofar as it relates to any Party seeking to obtain injunctive or equitable relief.
c. Dispute resolution.
(i) General. If any dispute, controversy, or claim among the Company and Contractor arises out of or in connection with this Agreement, including but not limited to the breach, termination, interpretation, or enforceability hereof (“Dispute”), the parties shall use all reasonable endeavors to negotiate with a view to resolving the Dispute amicably and efficiently. If a party gives the other party written notice that a Dispute has arisen (a “Dispute Notice”) and the parties are unable to resolve the Dispute amicably within thirty (30) days of the date such notice is delivered (or such longer period as the Parties may mutually agree), then the Dispute shall be referred to and finally resolved by arbitration in accordance with the provisions set forth below in this Section 14(b).
(ii) Virtual expedited arbitration. Any legal or equitable dispute, claim, or controversy arising from or relating to this Agreement or the breach, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this Agreement, which is unresolved following the period set forth in Section 14(b)(i), above, shall be finally resolved exclusively by binding arbitration through the platform provided by New Era ADR, Inc. (https://app.neweraadr.com/) (the “New Era Platform”) in accordance with its rules and procedures for “Virtual Expedited Arbitrations” by a professional with relevant experience (the “Neutral”). The Neutral shall be chosen in accordance with the rules and procedures of the New Era Platform. The parties will equally share the costs required by New Era ADR, Inc. in connection with the filing and administration of the arbitration. The prevailing party may be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees and all other expenses) incurred in connection therewith, at the Neutral’s discretion. Judgment on the arbitration award may be entered in any court having jurisdiction.
(iii) Arbitrability. Any question or matter of arbitrability of a dispute shall be determined by the Neutral(s) assigned to, or chosen for, such dispute from the New Era ADR, Inc. panel of Neutrals. For clarity, this means any determination of (i) the enforceability of all or any provision of this Agreement including, but not limited to, any claim that all or any such provision is void or voidable, and (ii) whether a dispute regarding the provisions of this Agreement shall be governed by arbitration, in each case, shall be determined solely by the Neutral(s) provided by New Era ADR Inc. and not in a court of law or other judicial forum. The parties agree and acknowledge that they are waiving their right to seek a determination of arbitrability in a court of law or other judicial forum.
(iv) Injunctive relief. The parties agree that New Era ADR Inc. and its associated neutral(s) have the power and authority to issue injunctive relief including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions depending on the facts and the circumstances of the case. A party seeking injunctive relief must demonstrate that the legal standard under applicable law has been met and no condition contained herein waives the obligation to make such a demonstration. The parties agree and acknowledge that they are waiving their right to challenge the proprietary of injunctive relief issued by New Era ADR Inc. and its associated neutrals in a court of law or other judicial forum.
d. Assignment. The Contractor may not assign any rights or delegate any obligations under this Agreement without the prior written consent of the Company. The Company may assign this Agreement in whole or in part without the consent of the Contractor by providing the Contractor written notice thereof (email acceptable).
e. Non-disparagement. Each party agrees that it will not disparage the other party or its products, services, agents, representatives, directors, officers, members, attorneys, employees, vendors, affiliates, successors or assigns, or any person acting by, through, under or in concert with any of them, with any written or oral statement. Nothing in this section shall prohibit either party from providing truthful information in response to a subpoena or other legal process.
f. No election of remedies. Except as expressly set forth in this Agreement, the exercise by the Company of any of its remedies under this Agreement will not be deemed an election of remedies and will be without prejudice to its other remedies under this Agreement or available at law or in equity or otherwise.
g. Equitable remedies. Because the Services are personal and unique and because the Contractor may have access to Confidential Information of the Company, the Company will have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without having to post a bond or other consideration, in addition to all other remedies that the Company may have for a breach of this Agreement at law or otherwise.
h. Notices. All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; (iii) when delivered by email; or (iv) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid. All such notices sent (1) to the Contractor will be sent to the address and/or email address set forth in the Enrollment Form and (2) to the Company will be sent to careteam@goodlistmail.com and by mail to1000 Ballpark Way, Suite 310, Arlington, TX 76011I, or to such other address as may be specified by either party to the other party in writing.
i. Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
j. Attorneys’ fees. If any action is necessary to enforce the terms of this Agreement, the substantially prevailing party will be entitled to reasonable attorneys’ fees, costs and expenses in addition to any other relief to which such prevailing party may be entitled.
k. Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
l. Entire agreement. This Agreement constitutes the complete and exclusive understanding and agreement of the parties with respect to its subject matter and supersedes all prior understandings and agreements, whether written or oral, with respect to its subject matter. In the event of a conflict, the terms and conditions of these Ts&Cs will take precedence over the terms and conditions of the Enrollment Form, unless explicitly stated otherwise in the Enrollment Form. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by the Contractor and the Company.
Last updated: November 18, 2025
