Contractor Partner Agreement

1. Definitions

For purposes of this Agreement, the following terms shall have the meanings ascribed to them:

2. Contractor Eligibility

2.1 Licensing and Insurance Requirements

To be eligible to submit Bids and accept Job Assignments through the Platform, Contractor represents and warrants that it maintains:

• Current, valid professional license(s) required in the jurisdiction(s) where work will be performed;
• Active general liability insurance with minimum coverage of $1,000,000;
• Workers' compensation insurance as required by applicable state law;
• Current proof of bonding or similar financial protection mechanism as required by state law;
• Compliance with all local, state, and federal licensing and regulatory requirements;
• No suspension, revocation, or disciplinary action pending against any professional license.

2.2 Verification and Renewal

OtterQuote reserves the right to verify all licenses, insurance, and credentials at any time. Contractor agrees to provide current proof of insurance and licensure upon request. Contractor shall notify OtterQuote immediately of any changes, lapses, or suspensions in licensing or insurance coverage. Failure to maintain current credentials may result in immediate suspension of Platform access.

2.3 Ineligibility

Contractor is ineligible to use the Platform if:

• Contractor has been convicted of fraud, theft, or crimes involving dishonesty;
• Contractor has a pattern of complaints or disciplinary actions with industry regulatory bodies;
• Contractor's license has been revoked or suspended in any jurisdiction;
• Contractor has filed bankruptcy within the past five (5) years;
• Contractor has engaged in prior breach of similar platform agreements or non-solicitation obligations.

3. Platform Access and Account

3.1 Account Creation

Contractor shall create an account on the Platform by providing accurate, complete, and current information. Contractor is responsible for maintaining the confidentiality of account credentials and shall notify OtterQuote immediately of any unauthorized access.

3.2 Account Security

Contractor agrees to maintain strong password security, use unique credentials, and not share account access with unauthorized third parties. OtterQuote shall not be liable for unauthorized access resulting from Contractor's failure to maintain account security.

3.3 Account Termination

OtterQuote may terminate or suspend Contractor's account for violation of this Agreement, failure to maintain required credentials, or engagement in fraudulent or prohibited activities.

3.4 Platform Availability

While OtterQuote strives to maintain continuous Platform availability, OtterQuote makes no guarantee regarding uptime or uninterrupted access. OtterQuote shall not be liable for any losses resulting from Platform outages or interruptions.

4. Job Package Confidentiality

4.1 Limited Use License

OtterQuote grants Contractor a limited, non-exclusive license to view and use Job Package information solely for the purpose of preparing and submitting Bids through the Platform. All Job Packages remain the exclusive property of OtterQuote and the respective Homeowners.

4.2 Prohibited Activities

Contractor shall not:

• Share, disclose, or distribute Job Package information to any third party without written consent;
• Use Job Package information for any purpose other than submitting a Bid through the Platform;
• Copy, download, or reproduce Job Package documents except as necessary to prepare a Bid;
• Solicit or contact Homeowners directly using information obtained from a Job Package;
• Reverse engineer or attempt to identify Homeowners or property information from Job Packages;
• Use Job Package information to compete with OtterQuote or its affiliated services.

4.3 Duration

Contractor's confidentiality obligations regarding Job Package information shall survive termination of this Agreement and continue for as long as the information remains non-public.

4.4 Enforcement

Contractor acknowledges that breach of confidentiality obligations may cause irreparable harm to OtterQuote and Homeowners, for which monetary damages may be insufficient. OtterQuote shall be entitled to seek injunctive relief in addition to all other legal remedies.

5. Bid Submission Process

5.1 Bid Requirements

All Bids submitted through the Platform must include:

• Itemized labor costs broken down by work category;
• Itemized material costs with detailed product specifications;
• Project timeline and completion schedule;
• Warranty or guarantee information for completed work;
• References from previous similar projects;
• Proof of required licensing and insurance;
• Any assumptions, exclusions, or notes regarding scope limitations.

5.2 Bid Accuracy

Contractor represents and warrants that all information submitted in a Bid is accurate, complete, and truthful. Bids are binding proposals that, if accepted by a Homeowner, create a contractual obligation for Contractor to perform work at the stated price and within the stated timeline.

5.3 Fee Disclosure

Contractor's Bids shall disclose the anticipated Platform Fee at the time of submission, clearly separated from labor and material costs. Contractor acknowledges understanding that the Platform Fee will be deducted from payments received through the Platform.

5.4 Bid Selection

OtterQuote and Homeowners have sole discretion in selecting which Contractor's Bid to accept. OtterQuote does not guarantee that any submitted Bid will be selected for Job Assignment. Rejection of a Bid does not constitute grounds for dispute or complaint.

6. Platform Fee Structure

6.1 Fee Calculation

OtterQuote charges a Platform Fee equal to 5% of the final contracted price agreed upon between Contractor and Homeowner for each completed Job Assignment. The Platform Fee is calculated on the total contracted amount, including all labor, materials, and any change orders or supplemental work authorized in writing.

6.2 Fee Lock

The Platform Fee rate of 5% is locked for the initial term of this Agreement. OtterQuote reserves the right to adjust fees upon thirty (30) days' written notice for renewal terms or following material changes in platform services.

6.3 Fee Schedule and Adjustments

Platform Fees are calculated based on the final Job Assignment price. If the contracted price is adjusted through authorized change orders or supplemental agreements, the Platform Fee shall apply to the adjusted contract amount. Contractor shall inform OtterQuote of all change orders affecting final contract price within five (5) business days of authorization.

6.4 Special Situations

In the event a Job Assignment is terminated prior to completion, or if a dispute arises regarding final contract price, fees shall be calculated based on the amount actually paid to Contractor. OtterQuote shall have no obligation to calculate or collect fees on disputed or unpaid amounts.

6.5 No Refunds

All Platform Fees are non-refundable once payment has been received by OtterQuote, except as required by law or in cases of documented platform error. Contractor waives any claim to refund of Platform Fees except in cases of proven overbilling.

7. Payment Terms

7.1 Due Date

All Platform Fees are due and payable within thirty (30) days of the date an invoice is issued by OtterQuote. An invoice shall be issued upon receipt of proof of final payment from the Homeowner or upon completion of the Job Assignment, whichever is later.

7.2 Payment Method

All Platform Fee payments must be made through Stripe or such other payment processor as designated by OtterQuote. Contractor authorizes OtterQuote to charge the designated payment method for all Platform Fees due. Contractor shall maintain a valid payment method on file at all times.

7.3 Late Payment

If payment is not received by the due date, Contractor shall be charged a late payment fee of 1.5% per month (or the highest rate permitted by law) on the unpaid balance, calculated from the original due date. Repeated late payments may result in suspension of Platform access or termination of this Agreement.

7.4 Disputes

Contractor must notify OtterQuote in writing of any fee calculation disputes within fifteen (15) days of invoice receipt. Disputes raised after this fifteen-day window shall be deemed waived. OtterQuote shall investigate disputed fees and respond within ten (10) business days.

7.5 Tax Responsibility

Contractor is solely responsible for all taxes, including sales tax, income tax, and self-employment tax, relating to payments received through the Platform. OtterQuote shall not withhold, calculate, or remit any taxes on Contractor's behalf. Contractor agrees to provide appropriate tax documentation as requested.

8. Contractor Obligations

8.1 Quality of Work

Contractor warrants that all work performed pursuant to a Job Assignment shall be completed in a professional, workmanlike manner in compliance with applicable building codes, industry standards, and manufacturer specifications. All work shall be warranted for a minimum of one (1) year against defects in workmanship.

8.2 Timely Completion

Contractor shall complete all assigned work within the timeline specified in the accepted Bid. Failure to meet the completion timeline may result in complaints, disputes, or suspension from future Job Assignments. If timeline delays are anticipated, Contractor shall notify the Homeowner and OtterQuote in writing immediately.

8.3 Insurance and Licensing Compliance

Contractor shall maintain current insurance, licensing, and bonding throughout the term of this Agreement and shall provide proof upon request. Contractor shall comply with all applicable licensing laws and shall not permit unlicensed individuals to perform licensed work.

8.4 Complaint Response

Contractor shall respond to any complaints or inquiries from Homeowners or OtterQuote within forty-eight (48) hours. Contractor shall cooperate fully in resolving disputes and shall make good-faith efforts to remedy any deficiencies identified by Homeowners.

8.5 Legal Compliance

Contractor shall comply with all applicable federal, state, and local laws, including but not limited to building codes, labor laws, environmental regulations, and tax laws. Contractor shall not engage in any illegal activity or activity that violates the terms of this Agreement.

8.6 Records and Documentation

Contractor shall maintain detailed records of all work performed, including photographs, invoices, material receipts, and correspondence with Homeowners. Contractor shall make such records available to OtterQuote upon request for purposes of dispute resolution or quality assurance.

8.7 Communication

Contractor shall maintain professional communication with Homeowners throughout the duration of each Job Assignment. Contractor shall provide regular updates on project progress and shall respond promptly to questions or concerns raised by Homeowners.

9. OtterQuote Obligations

9.1 Job Package Accuracy

OtterQuote shall use reasonable efforts to ensure that Job Package information is accurate and complete. However, OtterQuote does not warrant the accuracy of all information contained in Job Packages, as such information is provided by or on behalf of Homeowners. Contractor should conduct independent verification as needed.

9.2 Fair Bidding Process

OtterQuote shall maintain a fair and transparent bidding process in which all qualified Contractors have equal opportunity to submit Bids. OtterQuote shall not favor particular Contractors based on personal relationships or other improper considerations.

9.3 Platform Maintenance

OtterQuote shall use commercially reasonable efforts to maintain the Platform in a secure, functional condition. OtterQuote shall address critical technical issues promptly but makes no guarantee regarding uptime or availability.

9.4 Dispute Facilitation

OtterQuote shall provide reasonable facilitation for resolution of disputes between Contractors and Homeowners, including communication and information gathering. However, OtterQuote assumes no obligation to force resolution or to compel either party to accept a particular outcome.

9.5 No Representation or Warranty

Except as expressly stated in this Agreement, OtterQuote makes no representations or warranties regarding the Platform, Job Packages, or anticipated job volume. Contractor accepts the Platform on an "as-is" basis and assumes all risk of use.

10. Non-Solicitation

10.1 Platform Exclusivity

During the term of this Agreement and for a period of twelve (12) months following any termination, Contractor shall not:

• Solicit, contact, or attempt to contract directly with any Homeowner whose Job Package has been viewed by Contractor through the Platform;
• Use information from a Job Package to identify or locate Homeowners for direct contracting;
• Offer to perform work for a Job Package at a different price or terms outside of the Platform;
• Disparage or undermine the Platform or encourage Homeowners to bypass the Platform for job assignment.

10.2 Duration

The non-solicitation restrictions shall apply for a period of twelve (12) months following termination of this Agreement. Following expiration of this twelve-month period, Contractor may solicit Homeowners directly, provided that all information learned through the Platform during the agreement term has been deleted or destroyed.

10.3 Consequences

Breach of non-solicitation obligations may result in significant damages to OtterQuote's business relationships and revenue model. In addition to all legal remedies, OtterQuote reserves the right to pursue injunctive relief, liquidated damages, and recovery of attorney's fees for breach of this section.

11. Termination

11.1 Termination by Contractor

Contractor may terminate this Agreement at any time by providing written notice to OtterQuote. Termination shall be effective thirty (30) days after written notice is received, provided that Contractor remains bound by all obligations relating to pending or in-progress Job Assignments.

11.2 Termination by OtterQuote Without Cause

OtterQuote may terminate this Agreement without cause by providing thirty (30) days' written notice to Contractor. Upon such termination, Contractor shall immediately cease use of the Platform and shall fulfill all outstanding obligations relating to pending Job Assignments.

11.3 Termination for Cause

OtterQuote may immediately terminate this Agreement for cause upon written notice if:

• Contractor materially breaches the terms of this Agreement and fails to cure within ten (10) days of written notice;
• Contractor loses required licensing, insurance, or bonding;
• Contractor engages in fraud or dishonest conduct;
• Contractor violates confidentiality or non-solicitation obligations;
• Contractor receives multiple complaints from Homeowners regarding quality, professionalism, or conduct;
• Contractor fails to pay Platform Fees when due;
• Contractor's actions violate applicable law or regulatory requirements.

11.4 Effect of Termination

Upon termination, Contractor's right to access the Platform, submit Bids, and receive Job Assignments shall immediately cease. Contractor remains liable for all Platform Fees owing at the time of termination. Contractor shall return or destroy all Job Package materials and shall cease any use of Platform information.

11.5 Survival

The following sections shall survive any termination of this Agreement: Section 4 (Job Package Confidentiality), Section 10 (Non-Solicitation), Section 12 (Limitation of Liability), Section 13 (Indemnification), Section 14 (Governing Law), and Section 15 (Dispute Resolution).

12. Limitation of Liability

12.1 Disclaimer

IN NO EVENT SHALL CLAIMSHIELD BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF CLAIMSHIELD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Cap on Liability

CLAIMSHIELD'S TOTAL LIABILITY TO CONTRACTOR FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR THE PERFORMANCE OF SERVICES SHALL NOT EXCEED THE TOTAL PLATFORM FEES PAID BY CONTRACTOR DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12.3 Excluded Damages

CLAIMSHIELD SHALL NOT BE LIABLE FOR: (A) LOSS OF ANTICIPATED PROFITS OR BUSINESS; (B) LOSS OF USE, DATA, OR GOODWILL; (C) BUSINESS INTERRUPTION; (D) FAILURE TO OBTAIN JOB ASSIGNMENTS; OR (E) ANY OTHER INDIRECT OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.4 Contractor Responsibility

Contractor assumes all risk associated with use of the Platform and selection of Job Assignments. Contractor is responsible for evaluating the feasibility, profitability, and risk profile of each Job Assignment. OtterQuote makes no guarantees regarding job volume, job profitability, or Homeowner creditworthiness.

12.5 Insurance as Primary

Contractor's insurance policies shall be the primary source of recovery for any loss arising from Contractor's performance of work or interaction with Homeowners. OtterQuote's liability limitations shall not be construed to eliminate coverage otherwise provided by Contractor's insurance.

13. Indemnification

13.1 Contractor Indemnification

Contractor shall defend, indemnify, and hold harmless OtterQuote, its officers, employees, and agents from any and all claims, damages, liabilities, and expenses (including reasonable attorney's fees) arising from or related to:

• Contractor's performance or failure to perform work under a Job Assignment;
• Contractor's violation of applicable law or regulatory requirements;
• Personal injury or property damage caused by Contractor's work or negligence;
• Contractor's breach of this Agreement or misuse of Platform information;
• Contractor's infringement of third-party intellectual property rights;
• Disputes, claims, or complaints arising from Contractor's interaction with Homeowners;
• Contractor's violation of confidentiality or non-solicitation obligations.

13.2 OtterQuote Indemnification

OtterQuote shall defend, indemnify, and hold harmless Contractor from claims arising solely from OtterQuote's use of Contractor's business name, logo, or testimonials in marketing materials, provided that such use is accurate and does not misrepresent Contractor's involvement.

13.3 Insurance as Primary

Contractor's indemnification obligation shall be secondary to coverage provided by Contractor's liability insurance. Contractor shall ensure that all insurance policies include OtterQuote as an additional insured and shall provide certificates of insurance as requested.

14. Governing Law

14.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

14.2 Venue

Any legal action or proceeding arising from or relating to this Agreement shall be brought exclusively in the state or federal courts located in Indianapolis, Marion County, Indiana. Contractor consents to the jurisdiction and venue of such courts and waives any objection based on improper venue or inconvenient forum.

14.3 No Jury Trial Waiver

EACH PARTY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING FROM OR RELATING TO THIS AGREEMENT. EACH PARTY EXPRESSLY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.

15. Dispute Resolution

15.1 Informal Resolution

Prior to initiating formal dispute resolution, the parties shall make good-faith efforts to resolve disputes through informal negotiation. Either party may initiate this process by providing written notice describing the dispute. The parties shall meet or communicate within ten (10) days of such notice to attempt resolution.

15.2 Mediation

If informal negotiation fails, either party may initiate non-binding mediation. The parties shall submit the dispute to mediation with a mutually agreeable mediator or through JAMS (Judicial Arbitration and Mediation Services) in Indianapolis, Indiana. Each party shall bear its own costs and shall share the mediator's fees equally.

15.3 JAMS Arbitration

If mediation fails, the dispute shall be resolved by binding arbitration in Indianapolis, Indiana under the JAMS Comprehensive Arbitration Rules and Procedures. The arbitration shall be governed by the following provisions:

• A single arbitrator shall be selected in accordance with JAMS rules;
• The arbitrator shall have authority to award all remedies available at law or in equity;
• The arbitration hearing shall be conducted in Indianapolis, Indiana;
• The prevailing party shall be entitled to recover reasonable attorney's fees and costs;
• The arbitrator's decision shall be final and binding and may be enforced in any court of competent jurisdiction.

15.4 Costs

Each party shall bear its own attorney's fees and costs, except as awarded by the mediator, arbitrator, or court. JAMS filing fees and arbitrator compensation shall be divided equally between the parties unless the arbitrator determines that one party's position was substantially unreasonable.

15.5 Exceptions to Arbitration

Notwithstanding the above, either party may seek injunctive or equitable relief in court without submitting to arbitration if the dispute involves:

• Alleged breach of confidentiality or non-solicitation obligations;
• Alleged infringement of intellectual property rights;
• Alleged fraud or criminal conduct.

15.6 Class Action Waiver

CONTRACTOR WAIVES THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING AGAINST CLAIMSHIELD. ALL DISPUTES SHALL BE RESOLVED INDIVIDUALLY, AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONSOLIDATE CLAIMS OF MULTIPLE PARTIES OR TO AWARD RELIEF ON A CLASS-WIDE BASIS.

16. Modifications

16.1 Amendment Authority

This Agreement may be amended, modified, or supplemented only by a written instrument signed by authorized representatives of both OtterQuote and Contractor. No course of dealing, course of performance, or trade practice shall be effective to modify this Agreement unless expressly adopted in writing.

16.2 Changes to Terms

OtterQuote reserves the right to change the terms and conditions of this Agreement, including Platform Fees, upon thirty (30) days' written notice to Contractor. Changes shall apply to new Job Assignments submitted thirty (30) days or more after the notice date.

16.3 Acceptance of Changes

Contractor's continued use of the Platform following the effective date of any changes shall constitute acceptance of the modified terms. If Contractor does not accept the changes, Contractor shall terminate this Agreement in accordance with Section 11.

16.4 Platform Policy Changes

OtterQuote may modify Platform policies, procedures, and features at any time without notice. Such modifications shall be binding on Contractor as they are incorporated into the Platform's operation.

17. Entire Agreement and Severability

17.1 Entire Agreement

This Agreement, including all exhibits and incorporated documents, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior negotiations, representations, and agreements, whether written or oral. No other agreements or understandings are valid unless incorporated herein or made in a subsequent written amendment.

17.2 No Additional Representations

Contractor acknowledges that it has not relied upon any representations, warranties, or agreements other than those expressly set forth in this Agreement. OtterQuote disclaims all implied warranties, including merchantability and fitness for a particular purpose.

17.3 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed, and the remaining provisions shall remain in full force and effect. If a provision is partially invalid, the valid portion shall be enforced to the maximum extent permitted by law.

17.4 Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. No waiver shall be effective unless made in writing and signed by the party against whom it is sought to be enforced. A single waiver of any provision shall not constitute a waiver of any other violation of the same or different provision.

17.5 Successors and Assigns

This Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns. Contractor may not assign this Agreement without prior written consent of OtterQuote. OtterQuote may assign this Agreement to any successor in interest or affiliate without notice to Contractor.