Terms of Use

Last modified: March 23rd, 2025

Subcontractors Direct, LLC (the “Company” or sometimes referred to by the pronouns “we,” “us,” or
“our” or the like) provides an online web-based and smartphone/mobile-device application platform (the
“Platform”) that connects Customers to Service Providers (the “Services”). The term “Platform” shall
collectively refer to the Website, the Application, and any content, products, functionality, and services
offered on or through the foregoing.
1. Definitions.
Capitalized terms throughout Terms of Use shall have the meanings set forth in Appendix 1. All other
capitalized terms have the meanings ascribed to them elsewhere in these Terms of Use.
2. Acceptance of the Terms of Use.
These Terms of Use are entered into by and between you and the Company (“we”, “us”, or “our”). The
Terms of Use govern your access to and use of the Platform, whether as a guest, Customer, Service
Provider, or User.
Please read the Terms of Use carefully before you start to use the Platform. By using the Platform,
downloading the foregoing, or by clicking to accept or agree to the Terms of Use if this option is
made available to you, you accept and agree to be bound and abide by these Terms of Use and our
Privacy Policy, as may be found on the Platform at SubcontractorsDirect.com, incorporated herein by reference as if fully
set forth. If you do not agree to these Terms of Use or the Privacy Policy, you must not access or use the
Platform and further agree to delete any copies or instances thereof immediately.
The Platform is offered and available to users who are 18 years of age or older and reside in the United
States or any of its territories. In order to create an account through any of the Platform, you must be 18
years of age or older. By using Platform, you represent and warrant that you are of legal age to form a
binding contract with the Company and meet all of the foregoing eligibility requirements. If you are using
the Platform on behalf of an entity or organization, you represent and warrant that you are authorized to
accept these Terms of Use on such organization’s behalf and that such organization agrees to indemnify
you and us for any violations of these Terms of Use, as more fully explained herein. If you do not meet all
of these requirements, you must not access or use the Platform. The Platform products, services, and
applications must be initiated, used, and downloaded by an adult at least 18 years of age or older with
authority to form a contract, accept and abide by these Terms of Use, and accept the Privacy Policy and
any other policies or guidelines incorporated herein by reference.
3. Changes to the Terms of Use
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are
effective immediately when we post them and apply to all access to and use of the Platform thereafter.
However, any changes to the dispute resolution provisions set out in the Governing Law and Jurisdiction

section below will not apply to any disputes for which the parties have actual notice on or before the date
the change is posted on the Platform.
Your continued use of the Platform following the posting of revised Terms of Use means that you accept
and agree to the changes. You are expected to check this page each time you access any of the Platform,
so you are aware of any changes, as they are binding on you. If you do not agree to any changes or
modifications to these Terms of Use or to any applicable policies or guidelines promulgated regarding the
Platform, your sole recourse is to stop accessing and using our Platform immediately.
4. Electronic Communications
Notwithstanding any terms to the contrary herein, the Company may choose to electronically deliver
communications to you through email, posting messages through the Platform, updating these Terms of
Use or other policies on one or more of the Platform, or through other reasonable methods. If the
Company chooses to electronically deliver messages directly to you, you understand these messages may
contain, transmit, or convey information about action taken either on your request or by or through your
account. You agree to do business with the Company electronically through any of the above means and
further agree to electronically receive notices, disclosures, communications, and information which the
parties hereto stipulate shall satisfy any legal requirement to communicate in writing. An electronic notice
will be deemed to have been received by you if sent via email upon sending by us. If you disagree with
receiving electronic communications, you must immediately stop using the Platform.
5. Accessing the Platform and Account Security
We reserve the right to withdraw or amend Platform, and any service or material we provide on the
Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the
Platform is unavailable at any time or for any period of time. From time to time, we may restrict access to
some parts of the Platform, or the entire Platform, to users, including registered users.
You are responsible for:
· Making all arrangements necessary for you to have access to the Platform.
· Ensuring that all persons who access the Platform through your internet connection are aware of
these Terms of Use and comply with them.
· Ensuring no restrictions prohibit your use of the Platform and that you aren’t located in a country
subject to US Government embargo or that violates OFAC compliance.
To access the Platform or some of the resources it offers, you may be asked to provide certain registration
details or other information, expressly including your email and password and other information listed in
the Privacy Policy. It is a condition of your use of the Platform that all the information you provide on the
Platform is correct, current, and complete. You agree that all information you provide to register with
Platform or otherwise, including, but not limited to, through the use of any interactive features on the
Platform, is governed by our Privacy Policy which is set forth on one or more of the Platform and as the

same may be updated from time to time, and you consent to all actions we take with respect to your
information consistent with our Privacy Policy.
If you choose, or are provided with, a username, password, or any other piece of information as part of
our security procedures, you must treat such information as confidential, and you must not disclose it to
any other person or entity. You acknowledge that your account is personal to you and agree not to provide
any other person with access to Platform or portions of it using your username, password, or other
security information. You agree to notify us immediately of any unauthorized access to or use of your
username or password or any other breach of security. You also agree to ensure that you exit from your
account at the end of each session. You should use particular caution when accessing your account from a
public or shared computer so that others are not able to view or record your password or other personal
information.
We have the right to disable any username, password, or other identifier, whether chosen by you or
provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you
have violated any provision of these Terms of Use. By signing up for an account with any of the Platform,
you represent and warrant to us, and agree that we may rely on such representations and warranties, that
you (a) are authorized to use the Platform, the products, services, and other features contained therein, (b)
all of your account information, registration information, and other payment information that you may
provide from time to time is true, correct, accurate, and complete, (c) you agree to maintain the security of
your account, your account details, and your password, and (d) you accept full responsibility for all
activity that occurs under your account, expressly including compliance with these Terms of Use.
6. Agreement; Services; Subscription Fee 1 .
(a) Agreement and Services. The Company agrees to provide the Platform to you in
exchange for your agreement to these Terms of Use and provided you are not in breach of (or
have not otherwise violated) these Terms of Use. The Company, through its Platform, makes
available the Services for its Users, the purposes of which are to provide a platform to facilitate
potential engagement between the Customers and Service Providers for home-related repair or
improvement services provided by the Service Providers (the “Purposes”). The Company shall
provide the Platform and the Services consistent with the Purposes. Each User agrees that such
User shall use and access the Platform only expressly for and consistent with the Purposes.
(b) Additional Services for Customers. For Users that are Customers, the Company
additionally may provide, as part of the Platform and the Services, features that permit Customers
to search for, contact, and communicate directly with Service Providers based on search criteria
provided by the Customer.
(c) Additional Services for Service Providers. For Users that are Service Providers, the
Company additionally may provide, as part of the Platform and the Services the following:

1 Note to Draft: To be used if you have a subscription model. I fully anticipate we will need to go through this and
conform this to your desired business model.

(i) From time to time, the Company may send you a communication about a
Customer’s request for a Service Provider that contains information about what service
has been requested and the Customer’s contact information (a “Lead”). The Company
may also send your contact information to a Customer. The information we provide about
you will be based on the information you submit as part of your User Account. Leads
may also be sent to other Service Providers based on the nature of the service request. We
do not guarantee to provide you, and further do not guarantee you will receive, any
specific number of Leads, nor do we make guarantees, representations or warranties
regarding a Customer’s level of interest, desire to have work completed, ability to pay
you, the accuracy of the information provided by the Customer, or that any Customers
will hire you to perform services, nor do we guarantee that you will successfully contact a
Customer. We are not involved in, nor do we have any responsibility for your contracts
with Customers, their creditworthiness, or any payments to you or any disputes they may
have with you or you may have with them.
(ii) Service Providers may receive access to certain information and reporting related
to Customers that are referred to such Service Provider (collectively, “Customer
Reporting”). Such Customer Reporting may be accessed through each Service
Provider’s User Account on the Platform. The Company has the sole discretion to
modify, alter, suspend, discontinue, or terminate this feature for any User at any time.
(d) Subscription Fee. In addition to the foregoing, if you are a Service Provider User, you
further acknowledge and agree that this Section 6(d) applies to you.
(i) You agree you shall pay to the Company the Subscription Fee, in full, in
exchange for your use and access of the Platform and the Company’s services provided in
connection therewith as applicable to Service Providers. If applicable, you agree that the
Subscription Fee shall be paid in a timely manner, in full and upfront. The Subscription
Fee shall be recurring on a monthly basis.
(ii) Without limiting the foregoing, the Company may provide Service Provider
Users with an option to subscribe to the Platform on an annual basis (the “Annual
Subscription”) and, in the Company’s discretion, on a discount compared to a month-to-
month subscription model. Each Annual Subscription shall be paid in full (less applicable
discounts, if any) and upfront.
(iii) The Company may require you to complete an authorization form for credit card
or ETF withdrawals, and if so, you further agree that your use and access to the Platform
shall be conditioned on the completion (to the Company’s satisfaction) and submission of
such authorization form. The initial Subscription Fee shall be charged upon your
enrollment with the Platform and shall continue in a likewise recurring fashion until these
Terms of Use are terminated by either you or the Company in accordance herewith.
Unless the Company agrees otherwise in writing, Subscription Fees shall not be prorated
for any partial use or access of the Platform. Subscription Fees, including related to an

Annual Subscription, are final and are not-returnable and non-refundable for any
reason. If you fail to timely pay any one or more Subscription Fees, the Company may
suspend or terminate your access to the Platform without any notice to you.
(e) No Contracting Through the Platform. No User shall use the Platform to contract,
engage, or transact business with, or otherwise consummate a business transaction with, another
User. Use or access of the Platform does not create any contractual agreement between any Users.
Any transactions between Users must occur separately and apart from such User’s use of the
Platform.
7. Account Registration.
(a) In order to access certain features of the Platform, you must register to create a User
Account. In order to create a User Account, you must be at least eighteen (18) years of age. If
registering as a Service Provider, you must be expressly authorized on behalf of such Service
Provider to register and act for such Service Provider.
(b) Each User will be asked to provide certain information, which may include Personally
Identifying Information, or other personal information, to the Company during the registration or
enrollment process regarding such User in order to create a User Account and use and access the
Platform.
(c) Each User agrees to provide accurate, current, and complete information during the
registration process and to update such information to keep it accurate, current, and complete, the
failure of which shall be deemed a violation of these Terms of Use. During registration, you must
choose a user identification name and password that will be unique to you. Your User Account
and profile page will be created for your use of the Platform based upon the personal information
that you provide to the Company, which is subject to verification by the Company. No User may
have more than one (1) active User Account, and Users may not assign, combine, trade, sell, or
otherwise transfer User Accounts to any other User or other person or entity. The Company
reserves the right to suspend or terminate a User Account and the User’s access to the Platform if
the User creates more than one (1) User Account, or if any information provided during the
registration process or thereafter is determined (or reasonably believed by the Company) to be
inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these Terms of Use.
(d) The Company shall have the right, in its sole discretion, to review and verify the details
and information of your User Account prior to accepting your registration. The Company may
reject registration of your User Account for any or no reason based upon the details and
information provided.
(e) You are solely responsible for safeguarding your own password and agree that you will
not disclose your password to any third party or otherwise permit any third-party access to your
User Account. You hereby agree that you will take sole responsibility for any activities or actions
under your User Account, whether or not you authorized such activities or actions, and you agree

that you will immediately notify the Company of any unauthorized use of your User Account.
The Company shall not be responsible for breaches of confidentiality caused by you or
anyone accessing the Platform using your user identification name and password.
(f) Notwithstanding anything in these Terms of Use to the contrary, the Company reserves
the right at all times to remove any Content on the Platform, to suspend or terminate users, and to
reclaim User Accounts without liability to any affected User.
8. Platform Access and Functionality. Each User is solely responsible for obtaining the internet
access or other means necessary to use the Platform. Each User is further responsible for acquiring and
updating compatible hardware or devices necessary to access and use the Platform, and, in the event the
User accesses the Platform from a wireless-enabled device, for paying any rates and fees charged by the
User’s mobile network with respect thereto. The Company does not guarantee that the Platform, or any
portion thereof, will function on any particular hardware or device, and each User acknowledges that the
Platform may be subject to malfunctions or delays inherent in the use of the internet and electronic
communications. You agree to not hold the Company liable for any claims, damages, losses,
liabilities, and the like as a result of a malfunction or disruption in the use of the Platform.
9. No Agency. Each User hereby agrees and acknowledges that its use of the Platform and
acceptance of these Terms of Use does not confer or imply any contractor (independent or otherwise),
agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship with the
Company, and that no affiliation, association, or connection exists between the User and the Company.
10. Company Disclaimers.
(a) USERS ACKNOWLEDGE THAT THE CONTENT CONTAINED IN OR ON THE PLATFORM HAS BEEN
OBTAINED FROM SOURCES BELIEVED TO BE RELIABLE. THE COMPANY HAS NOT VERIFIED SUCH
INFORMATION AND MAKES NO GUARANTY, WARRANTY, OR REPRESENTATION, EXPRESS OR IMPLIED,
ABOUT THE CONTENT.
(b) THE COMPANY EXPRESSLY DISCLAIMS ANY WARRANTY (EXPRESS OR IMPLIED) OF USER OR
THIRD PARTY CONTENT’S ACCURACY, COMPLETENESS, MERCHANTABILITY, AND FITNESS FOR A
PARTICULAR USE, AND DISCLAIMS ANY RESPONSIBILITY FOR ANY ACTIONS TAKEN AS A RESULT OF THE
POTENTIALLY FRAUDULENT, UNTRUE, MISLEADING, INACCURATE, DEFAMATORY, OFFENSIVE OR
ILLICITNESS NATURE OF THE CONTENT ON THE PLATFORM. THE RISK OF DAMAGE FROM SUCH CONTENT,
AS DESCRIBED IN THE PRECEDING SENTENCE, RESTS ENTIRELY WITH EACH USER.
(c) THE PLATFORM IS AN ONLINE PLATFORM THROUGH WHICH CUSTOMERS MAY CONTACT AND
ENGAGE SERVICE PROVIDERS. EACH USER UNDERSTANDS AND AGREES THAT THE COMPANY IS NOT A
PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN CUSTOMERS AND SERVICE PROVIDERS. THE
COMPANY HAS NO CONTROL OVER THE CONDUCT OF CUSTOMERS, SERVICE PROVIDERS, OR ANY OTHER
USERS OF THE PLATFORM, AND DISCLAIMS ALL LIABILITY, TO THE MAXIMUM EXTENT PERMITTED BY
LAW, ARISING OUT OF OR RELATED TO A USER’S AGREEMENTS WITH OTHER USERS.
(d) THE COMPANY IS NOT REQUIRED NOR OBLIGATED TO TAKE ANY STEPS TO SCREEN, EXAMINE, OR
VERIFY THE CREDENTIALS OR LICENSURE OF THE SERVICE PROVIDERS, AND DOES NOT MAKE, AND
HEREBY DISCLAIMS, ANY GUARANTEES, REPRESENTATIONS, OR WARRANTIES (WHETHER EXPRESS OR
IMPLIED) REGARDING THE SAME FOR ANY SERVICE PROVIDER. FURTHER, THE COMPANY MAKES NO
ENDORSEMENTS OR GUARANTEES AS TO THE QUALITY, SUITABILITY, SKILL, LICENSURE, OR
UNDERTAKINGS OF ANY SERVICE PROVIDER.

(e) YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (I) YOUR USE OF THE PLATFORM IS AT YOUR
SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. THE COMPANY AND
ITS PRINCIPALS, AGENTS, REPRESENTATIVES, DIRECTORS, AND EMPLOYEES EXPRESSLY DISCLAIM ALL
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-
INFRINGEMENT; (II) THE COMPANY AND ITS PRINCIPALS, AGENTS, REPRESENTATIVES, DIRECTORS, AND
EMPLOYEES MAKE NO WARRANTY THAT: (A) THE PLATFORM WILL MEET YOUR REQUIREMENTS; (B) THE
PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (C) THE RESULTS THAT MAY BE
OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS; OR (D) THE QUALITY OF
ANY SERVICES, PRODUCTS, SITE INFORMATION, OR OTHER MATERIAL OBTAINED THROUGH THE
PLATFORM WILL MEET YOUR EXPECTATIONS. ADDITIONALLY, THE COMPANY MAKES NO
REPRESENTATION OR WARRANTY REGARDING THE QUALITY, SUITABILITY, OR SAFETY OF THIRD PARTY
SERVICE PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE PLATFORM
REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
11. Intellectual Property Rights
The Platform and its Content, including design, structure, selection, coordination, expression, “look and
feel” and arrangement of such Content contained on the Platform is owned, controlled or licensed by or to
the Company and is protected by applicable U.S. and foreign copyright, patent, and trademark laws,
including various other intellectual property rights and unfair competition laws. Certain words and
symbols used to identify the source of third-party goods and services are trademarks of their respective
owners. Display of any such trademarks or service marks on the Platform does not imply any affiliation,
sponsorship, or endorsement of the Company by the respective owners of such trademarks or service
marks, or that a license of any kind has been granted to the Company.
Any unauthorized use, downloading, re-transmission, display, distribution or other copying, or
modification of the Content on the Platform is strictly prohibited, and may result in legal action against
those engaging in such activities. In particular, but without limitation, users may not copy, download,
share, modify, translate, transform, publish, transmit, sell, sublicense, edit, transfer/assign to third parties
or create derivative works from the Content available on the Platform, nor allow any third party to do so
through the user or their device, even without the user’s knowledge. Any applicable statutory limitation or
exception to copyright law or trademark law shall remain unaffected.
The Company uses commercially reasonable effort to ensure that the content provided on the Platform
infringes no applicable legal provisions or third-party rights. However, it may not always be possible to
achieve such a result. In such cases, without prejudice to any legal prerogatives of Users to enforce their
rights, Users are kindly asked to preferably report related complaints using the contact details provided in
the Notice and Procedure for Making Claims of Copyright Infringement in Accordance with DMCA
section below.
These Terms of Use permit you to use the Platform for your personal, non-commercial use only. You
must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform,
republish, download, store, or transmit any of the material on our Platform, except as follows:
· Your computer or other device may temporarily store copies of such materials in RAM incidental
to your accessing and viewing those materials.

· You may store files that are automatically cached by your browser or device for display
enhancement purposes.
· You may print or download one copy of a reasonable number of pages of the Platform for your
own personal, non-commercial use and not for further reproduction, publication, or distribution.
· If we provide desktop, mobile, or other applications for download, you may download a single
copy to your computer or mobile device solely for your own personal, non-commercial use,
provided you agree to be bound by our end user license agreement for such applications.
· If we provide social media features with certain content, you may take such actions as are
enabled by such features.
You must not, and hereby agree not to:
· Modify copies of any materials from Platform.
· Use any illustrations, photographs, video or audio sequences, or any graphics separately from the
accompanying text.
· Delete or alter any copyright, trademark, or other proprietary rights notices from copies of
materials from Platform.
You must not access or use for any commercial purposes any part of the Platform or any services or
materials available through the Platform.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part
of the Platform in breach of the Terms of Use, your right to use the Platform will stop immediately and
you must, at our option, return or destroy any copies of the materials you have made. No right, title, or
interest in or to the Platform or any content on the Platform is transferred to you, and all rights not
expressly granted are reserved by the Company. Any use of the Platform not expressly permitted by these
Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.
12. Notice and Procedure for Making Claims of Copyright Infringement in Accordance with DMCA
In accordance with the Digital Millennium Copyright Act, the text of which may be found on the U.S.
Copyright Office website at http://www.copyright.gov, the Company will respond expeditiously to clear
notices of alleged copyright infringement that are reported to the Company’s designated copyright agent
identified below. As part of our response, we may remove or disable access to material residing on the
Platform that is claimed to be infringing, in which case we will make a good-faith attempt to contact the
person who submitted the affected material so that they may make a counter notification, also in
accordance with the DMCA. This page describes the information that should be present in these notices.

13. Prohibited Uses
You may use the Platform only for lawful purposes and in accordance with these Terms of Use. You
agree not to use the Platform:

· In any way that violates any applicable federal, state, local, or international law or regulation
(including, without limitation, any laws regarding the export of data or software to and from the
US or other countries).
· For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by
exposing them to inappropriate content, asking for personally identifiable information, or
otherwise.
· To send, knowingly receive, upload, download, use, or re-use any material that does not comply
with the Content Standards set out in these Terms of Use.
· To transmit, or procure the sending of, any advertising or promotional material without our prior
written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar
solicitation.
· To impersonate or attempt to impersonate the Company, a Company employee, another user, or
any other person or entity (including, without limitation, by using email addresses or screen
names associated with any of the foregoing).
· To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the
Platform, or which, as determined by us, may harm the Company or users of the Platform, or
expose them to liability.
Additionally, you agree not to:
· Use the Platform in any manner that could disable, overburden, damage, or impair the Platform or
interfere with any other party’s use of the Platform, including their ability to engage in real time
activities through the Platform.
· Use any robot, spider, or other automatic device, process, or means to access the Platform for any
purpose, including monitoring or copying any of the material on the Platform.
· Use any manual process to monitor or copy any of the material on the Platform, or for any other
purpose not expressly authorized in these Terms of Use, without our prior written consent.
· Use any device, software, or routine that interferes with the proper working of the Platform.
· Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or
technologically harmful.
· Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the
Platform, the server on which the Platform is stored, or any server, computer, or database
connected to the Platform.

· Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.
· Delete or alter any material that does not belong to you.
· Harass, incite harassment, or advocate harassment of any person, group, or company.
· Otherwise attempt to interfere with the proper working of the Platform.
· Resell or assign any rights or obligations you have under these Terms of Use.
14. User Contributions
The Platform may contain message boards, profiles, forums, bulletin boards, and other interactive features
from time to time (collectively, “Interactive Services”) that allow users to post, submit, publish, display,
or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User
Contributions”) on or through the Platform.
All User Contributions must comply with the Content Standards set out in these Terms of Use.
Any User Contribution you post to the Platform or otherwise provide to us will be considered non-
confidential and non-proprietary. By providing any User Contribution on the Platform or otherwise
communicating such User Contribution directly to us, you grant us and our affiliates and service
providers, and each of their and our respective licensees, successors, and assigns the right to use,
reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material
for any purpose, disclaim any intellectual property right to such User Contribution, and agree that any
recommendation, idea, thought, suggestion, or improvement to the Platform that may be communicated
by you to us shall be considered non-confidential, non-proprietary, and the Company may use any such
User Contribution at its sole discretion without obligation to provide attribution and without further
obligation to you.
You represent and warrant that:
· You own or control all rights in and to the User Contributions and have the right to grant the
license granted above to us and our affiliates and service providers, and each of their and our
respective licensees, successors, and assigns.
· All of your User Contributions do and will comply with these Terms of Use.
You understand and acknowledge that you are responsible for any User Contributions you submit or
contribute, and you, not the Company, have full responsibility for such content, including its legality,
reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions
posted by you or any other user of the Platform. We are not responsible for the deletion or removal of any
User Contributions of any applicant, user, or company for any reason. In the event of an account deletion,
for any reason, any and all User Contributions and content may be deleted or lost.
15. Monitoring and Enforcement; Termination
We have the right to:
· Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
· Take any action with respect to any User Contribution that we deem necessary or appropriate in
our sole discretion, including if we believe that such User Contribution violates the Terms of Use,
including the Content Standards, infringes any intellectual property right or other right of any
person or entity, threatens the personal safety of users of the Platform or the public, or could
create liability for the Company.
· Disclose your identity or other information about you to any third party who claims that material
posted by you violates their rights, including their intellectual property rights or their right to
privacy.
· Take appropriate legal action, including without limitation, referral to law enforcement, for any
illegal or unauthorized use of the Platform.
· Terminate or suspend your access to all or part of the Platform for any or no reason, including
without limitation, any violation of these Terms of Use.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities
or court order requesting or directing us to disclose the identity or other information of anyone posting
any materials on or through the Platform. YOU WAIVE AND HOLD HARMLESS THE COMPANY
AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS
RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING,
OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW
ENFORCEMENT AUTHORITIES.
However, we do not undertake to review all material before it is posted on the Platform and cannot ensure
prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for
any action or inaction regarding transmissions, communications, or content provided by any user or third
party. We have no liability or responsibility to anyone for performance or nonperformance of the
activities described in this section.
16. Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User
Contributions must in their entirety comply with all applicable federal, state, local, and international laws
and regulations. Without limiting the foregoing, User Contributions must not:
· Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent,
hateful, inflammatory, or otherwise objectionable.
· Promote sexually explicit or pornographic material, violence, or discrimination based on race,
sex, religion, nationality, disability, sexual orientation, or age.
· Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other
rights of any other person.
· Violate the legal rights (including the rights of publicity and privacy) of others or contain any
material that could give rise to any civil or criminal liability under applicable laws or regulations
or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
· Be likely to deceive any person.
· Promote any illegal activity, or advocate, promote, or assist any unlawful act.
· Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or
annoy any other person.
· Impersonate any person or misrepresent your identity or affiliation with any person or
organization.
· Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions,
barter, or advertising.
· Give the impression that they emanate from or are endorsed by us or any other person or entity, if
this is not the case.

17. Copyright Infringement
If you believe that any User Contributions violate your copyright, please contact us immediately for
instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate
the user accounts of repeat infringers.
18. Reliance on Information Posted

The information presented on or through the Platform is made available solely for general information
purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance
you place on such information is strictly at your own risk. We disclaim all liability and responsibility
arising from any reliance placed on such materials by you or any other visitor to the Platform, or by
anyone who may be informed of any of its contents.
Platform may include content provided by third parties, including materials provided by other users,
bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements
and/or opinions expressed in these materials, and all articles and responses to questions and other content,
other than the content provided by the Company, are solely the opinions and the responsibility of the
person or entity providing those materials. These materials do not necessarily reflect the opinion of the
Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any
materials provided by any third party.
19. Changes to the Platform
Platform is operated by the Company. We may update the content on Platform from time to time, but its
content is not necessarily complete or up-to-date. Any of the material on the Platform may be out of date
at any given time, and we are under no obligation to update such material.
20. Information About You and Your Use of the Platform
All information we collect on Platform is subject to our Privacy Policy which is found on our Platform.
By using the Platform, you consent to all actions taken by us with respect to your information in
compliance with the Privacy Policy.
21. Linking to the Platform and Social Media Features
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage
our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any
form of association, approval, or endorsement on our part without our express written consent.
Platform may provide certain social media features that enable you to:
· Link from your own or certain third-party websites to certain content on Platform.
· Send emails or other communications with certain content, or links to certain content, on
Platform.
· Cause limited portions of content on Platform to be displayed or appear to be displayed on your
own or certain third-party websites.

You may use these features solely as they are provided by us, solely with respect to the content they are
displayed with, and otherwise in accordance with any additional terms and conditions we provide with
respect to such features. Subject to the foregoing, you must not:
· Establish a link from any website that is not owned by you.
· Cause the Platform or portions of it to be displayed on, or appear to be displayed by, any other
site, for example, framing, deep linking, or in-line linking.
· Link to any part of the Platform other than the homepage.
· Otherwise take any action with respect to the materials on Platform that is inconsistent with any
other provision of these Terms of Use.
The website from which you are linking, or on which you make certain content accessible, must comply
in all respects with the Content Standards set out in these Terms of Use.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We
reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
22. Links from the Platform
The Platform may contain links to other sites, third-party plug-ins, and resources provided by third
parties, as well as allowing you to integrate with third-party services and apps. If you choose to click on
these links or otherwise use the interfaces, plug-ins, or apps, you understand your information may be
shared with third-parties and the public more generally depending on how such third-party services
function. Each of the foregoing, including links contained in advertisements, banner advertisements, and
sponsored links, may be provided to you for your convenience only and in no way implies an affiliation,
endorsement, approval, control, or adoption by us. We have no control over the contents or business
practices of those sites or resources and accept no responsibility for them or for any loss or damage that
may arise from your use of them. We make no claims, and hereby disclaim, the security or adequacy of
any such services, websites, or plug-ins. If you decide to access any of the third-party websites, plug-ins,
or services linked to Platform, you do so entirely at your own risk and subject to the terms and conditions
of use for such websites.

23. Geographic Restrictions
The owner of the Platform is based in the State of Texas in the United States. We provide Platform for
use only by persons located in the United States. We make no claims that the Platform or any of its
content is accessible or appropriate outside of the United States. Access to the Platform may not be legal

by certain persons or in certain countries. If you access the Platform from outside the United States, you
do so on your own initiative and are responsible for compliance with local laws.
24. Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from
the internet or the Platform will be free of viruses or other destructive code. You are responsible for
implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus
protection and accuracy of data input and output, and for maintaining a means external to our Platform for
any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL
NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-
SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT
MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER
PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR
ITEMS OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY
MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED
THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT, AND
ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN
“AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER
EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH
THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE
COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF
THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR
ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE
PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE
PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT
DEFECTS WILL BE CORRECTED, THAT THE PLATFORM OR THE SERVER THAT MAKES IT
AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE
PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL
OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR
OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR
LIMITED UNDER APPLICABLE LAW.
25. Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS
AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS,

OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL
THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE,
THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY DAMAGE OR INJURY RESULTING
FROM HACKING OR UNAUTHORIZED ACCESS, ANY ERRORS, MISTAKES, OR
INACCURACIES IN THE CONTENT, UNAUTHORIZED ACCESS TO THE COMPANY’S
SERVERS AND ANY PERSONAL INFORMATION STORED THEREIN, ANY INTERRUPTION OR
VIRUSES, ANY ERRORS OR OMISSIONS IN ANY CONTENT, THE DEFAMATORY,
OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, ANY CONTENT ON THE
PLATFORM OR SUCH OTHER WEBSITES OR APPLICATIONS, INCLUDING ANY DIRECT,
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES,
INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING,
EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR
ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND
WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR
OTHERWISE, EVEN IF FORESEEABLE.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE
LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR
LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO
ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR
OTHERWISE) EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID TO THE
COMPANY FOR ACCESS TO THE PLATFORM FOR THE LAST 12 MONTHS PRECEDING THE
DATE OUT OF WHICH LIABILITY FOR THE CLAIM AROSE. YOU UNDERSTAND AND AGREE
THAT THE COMPANY WOULD NOT MARKET ITS PLATFORM OR MAKE THEM AVAILABLE
TO THE PUBLIC WITHOUT THESE LIMITATIONS OF LIABILITY AND, BY DOWNLOADING,
USING, OR INTERACTING WITH THE PLATFORM, YOU AGREE THESE LIMITATIONS OF
LIABILITY ARE ACCEPTABLE, FAIR, AND ACCURATE OF YOUR AGREEMENT.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR
LIMITED UNDER APPLICABLE LAW.
26. Indemnification
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service
providers, and its and their respective officers, directors, employees, contractors, agents, licensors,
suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards,
losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to (1) your
violation of these Terms of Use or your use of the Platform, (2) your violation of any law, rule, or
regulation, (3) your violation of any third-party rights, (4) your User Contributions, (5) any use of the
Platform’s content, services, and products other than as expressly authorized in these Terms of Use, or (6)
your use of any information obtained from the Platform.
27. Governing Law and Jurisdiction

The parties hereto expressly agree that the United Nations Convention on Contracts for the International
Sale of Goods and the Uniform Computer Information Transactions Act do not apply to these Terms of
Use. All matters relating to the Platform and these Terms of Use, and any dispute or claim arising
therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be
governed by and construed in accordance with the internal laws of the State of Texas without giving
effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other
jurisdiction).
Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Platform shall
be instituted exclusively in the courts located in Collin County, Texas. YOU WAIVE ANY AND ALL
OBJECTIONS TO THE EXERCISE OF JURISDICTION OVER YOU BY SUCH COURTS AND
TO VENUE IN SUCH COURTS.
28. Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO
THESE TERMS OF USE OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR
AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR
CLAIM IS PERMANENTLY BARRED.
29. Waiver and Severability
No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a
further or continuing waiver of such term or condition or a waiver of any other term or condition, and any
failure of the Company to assert a right or provision under these Terms of Use shall not constitute a
waiver of such right or provision. If any provision of these Terms of Use is held by a court or other
tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision
shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of
Use will continue in full force and effect.
30. Assignment
These Terms of Use are assignable by Company at any time, for any reason, without further permission or
consent from any user. Users may not assign or transfer their rights or obligations under these Terms of
Use in any way without the Company’s prior written consent. These Terms of use shall be binding upon
and will inure to the benefit of the parties and their respective heirs, representatives, administrators,
successors, and permitted assigns.
31. Service Interruption
The Company reserves the right to interrupt the services and products in the Platform for any reason,
including maintenance, updates, or changes. The Company also has the right to suspend or terminate the
Platform altogether and, if such services are discontinued, the Company will allow a reasonable time not
less than thirty (30) days for users to extract personal information, if any, and cease further subscription

charges. The services or products contained in the Platform may be unavailable due to any number of
force majeure events and, in such case, the Company will use commercially reasonable efforts to restore
access as soon as reasonably possible. In the event the Platform services or products are interrupted
continuously for more than ten (10) days in any month as a result of an intentional act or omission by the
Company, users should contact the Company for a replacement period of time equal to such continuously
interrupted period without additional charge. Except as otherwise provided for specifically herein, this
shall be such users’ only remedy.
32. No Reselling
No user may reproduce, duplicate, copy, sell, resell, or exploit any portion of the Platform without the
Company’s express prior written permission.
33. Entire Agreement
The Terms of Use and our Privacy Policy, including any other documents referenced herein or therein,
constitute the sole and entire agreement between you and the Company regarding the Platform and
supersede all prior and contemporaneous understandings, agreements, representations, and warranties,
both written and oral, regarding the Platform. Even after you are no longer a user of Platform, the terms
and provisions contained herein that are intended to, or naturally, survive termination shall continue in
effect.
34. Your Comments and Concerns
All feedback, comments, requests for technical support, and other communications relating to the
Platform should be directed to: [●].

APPENDIX 1
DEFINITIONS

1. “Application” means the Company’s smartphone and/or mobile device software application
which can be downloaded onto a User’s smartphone and/or mobile device.
2. “Company Content” means all Content that the Company makes available through the Platform,
or its related promotional campaigns and official social media channels, including any Content licensed
from a third party, but excluding User Content. Any content generated, posted, or displayed on the
Platform by the Company is owned exclusively by the Company, its licensors, or other providers of such
material and are protected by United States and international copyright, trademark, patent, trade secret,
and other intellectual property or proprietary rights laws.
3. “Content” means, without limitation to the following, text, graphics, hyperlinks, data, images,
music, software, audio, video, information, or other materials displayed on the Platform. Content may be
originating from the Company, Users, or third parties.
4. “Customer” means an individual who creates a User Account on the Platform.
5. “Personally Identifying Information” means all information that, without the aid of additional
information, can be directly associated with a specific User, including, but not limited to, the user
identification name, personal name and surname, phone number, email address, mailing address, birth
date, gender, and sex. Personally Identifying Information only applies to Users who are individuals.
6. “Service Provider” means a licensed, independent professional service provider or vendor that
provides home repair, home improvement, or other home-related services and who creates a User
Account on the Platform.
7. “Subscription Fee” means a recurring fee charged by the Company to a User that is a Service
Provider in exchange for such Service Provider’s use of and access to the Platform. Unless otherwise
agreed in writing between the Company and the Service Provider, the current default Subscription Fee
shall be [●] Dollars ($[●]) per [●]. The Subscription Fee amount is subject to subsequent adjustment,
modification, or change at any time, and without requirement of your consent or prior notice to you, by
the Company, in its sole discretion, through an amendment to these Terms of Use.
8. “Terms of Use” means these Terms of Service which are displayed on the Platform, as originally
in effect and as amended or modified from time to time by the Company, in its sole discretion.
9. “User” means any natural person, a corporation or other entity (and its directors, officers,
employees, agents, or affiliates, as appropriate to the entity), or a person or entity acting in a
representative capacity (such as a trustee, executor, guardian, or administrator) who completes the
Company’s account registration process on its Platform, including, but not limited to, Customers and
Service Providers. A User may also be referred to herein as “you,” “your,” or other words of similar
import. The term “User” generally refers collectively to all Users (e.g., Customers and Service Providers),
but in certain instances herein may refer instead to a particular group of Users as the context reasonably
requires.

10. “User Account” means the online account created by each User on the Platform in order to
register with, utilize, and/or access certain features of the Platform.
11. “User Content” means all Content that a User generates, posts, uploads, publishes, submits,
transmits, or includes in a listing, User Account (and its associated profile), or otherwise made available
through the Platform, and shall expressly include all Personally Identifying Information.
12. “Website” means the website browser-based Platform available online at www.SubcontractorsDirect.com and any other
websites through which the Company makes the Platform available.