Marketplace Contractor Agreement

Signed during vendor onboarding
TASKNUTS
Marketplace Contractor Agreement

This Marketplace Contractor Agreement ("Agreement") is entered into between TaskNuts LLC ("TaskNuts," "Platform," "we," "our," or "us") and the undersigned contractor ("Contractor").

By creating a contractor account, accepting this Agreement, or accepting any project through the TaskNuts Platform, Contractor agrees to be legally bound by this Agreement.

1. Marketplace Relationship

TaskNuts operates an online technology marketplace that connects homeowners, property owners, investors, property managers, tenants, and other customers ("Customers") with independent contractors.

TaskNuts does not perform construction, repair, maintenance, installation, or contracting services.
TaskNuts is not a general contractor.
TaskNuts is not a staffing agency.
TaskNuts does not employ Contractor.

Contractor understands that Customers hire Contractor directly through the TaskNuts Platform.
TaskNuts provides technology, communication tools, scheduling assistance, payment processing, reputation systems, and other marketplace services.

2. Independent Business

Contractor represents that Contractor is operating an independent business.

Contractor:
- controls the manner and means of performing work;
- supplies all tools, vehicles, equipment, and materials unless otherwise agreed with Customer;
- determines how work is performed;
- is responsible for business expenses;
- is responsible for taxes;
- is responsible for licenses and permits;
- is responsible for insurance required by law.

Nothing in this Agreement creates:
- employment;
- partnership;
- joint venture;
- agency;
- franchise.

3. Accepting Opportunities

TaskNuts may present available work opportunities through the Platform.
Contractor is under no obligation to accept any opportunity.
TaskNuts does not guarantee:
- any minimum work;
- any earnings;
- any geographic territory;
- any exclusivity.

4. Customer Approval

When Contractor accepts a project opportunity, the opportunity may be presented to the Customer.
A project is not considered awarded until the Customer confirms Contractor through the Platform.
If Customer declines Contractor, Contractor has no claim against TaskNuts or Customer.

5. Contractor Performance

Contractor agrees to:
- perform work professionally;
- complete work safely;
- comply with applicable laws;
- communicate honestly;
- accurately document work;
- upload requested photographs;
- maintain accurate profile information.

6. Pricing

Pricing may be determined through the Platform.
Contractor understands that TaskNuts operates a marketplace and may establish pricing mechanisms designed to facilitate efficient matching between Customers and Contractors.

Contractor accepts the compensation displayed before confirming a project. Contractor does have the right to decline project after review on site. Contractor may request change order for owner review. Contractor Does not have to accept a project if pricing does not meet expectations.

7. Payment

Payments are processed through Stripe Connect or another approved payment processor.
TaskNuts facilitates payment but is not the payer of wages.
Contractor authorizes TaskNuts and its payment processor to distribute funds in accordance with Platform policies.
TaskNuts may deduct marketplace fees, processing fees, chargebacks, refunds, or other amounts authorized by this Agreement.

8. Taxes

Contractor is solely responsible for:
- federal taxes;
- state taxes;
- local taxes;
- self-employment taxes;
- business taxes.

Contractor understands that tax reporting may be facilitated through TaskNuts, Stripe Connect, or another payment provider.

9. Insurance

Contractor agrees to maintain all insurance required by applicable law.
Contractor represents that insurance information provided through the Platform is accurate.
Contractor shall immediately notify TaskNuts of any cancellation or lapse of insurance.

10. Safety

Contractor has exclusive responsibility for:
- jobsite safety;
- equipment safety;
- OSHA compliance;
- employee safety;
- subcontractor safety.

TaskNuts does not supervise Contractor's work.

11. Communications

Contractor agrees to use TaskNuts communication tools whenever reasonably possible.
Communications may be monitored, stored, or analyzed by TaskNuts for:
- quality assurance;
- fraud prevention;
- dispute resolution;
- AI assistance;
- customer support.

12. TaskNuts Trust Engine™

Contractor acknowledges that TaskNuts maintains proprietary reputation systems including but not limited to:
- TaskNuts Trust Engine™
- TaskNuts Performance Index™ (TPI™)

These scores may affect:
- contractor visibility;
- contractor tiers;
- eligibility;
- marketplace opportunities.

TaskNuts retains sole discretion regarding calculation methods.

13. Customer Reviews

Contractor understands that Customers may submit:
- ratings;
- reviews;
- surveys;
- photographs;
- comments.

TaskNuts may use these inputs when calculating marketplace reputation.

14. Background Checks

Contractor authorizes TaskNuts to conduct identity verification and background checks where permitted by law.

15. Licenses

Contractor certifies that all required licenses and registrations are maintained.

16. No Authority

Contractor may not represent that Contractor:
- works for TaskNuts;
- is employed by TaskNuts;
- may bind TaskNuts to any agreement.

17. Indemnification

Contractor agrees to defend, indemnify, and hold harmless TaskNuts, its officers, directors, employees, affiliates, and agents from claims arising out of:
- Contractor's work;
- Contractor's negligence;
- injuries;
- property damage;
- code violations;
- licensing violations;
- tax obligations;
- employment claims;
- breach of this Agreement.

18. Limitation of Marketplace

TaskNuts does not guarantee:
- quality of Customers;
- quality of projects;
- project completion;
- customer payment outside the Platform;
- contractor earnings.

19. Suspension

TaskNuts may suspend or terminate marketplace access for:
- fraud;
- unsafe work;
- repeated complaints;
- misrepresentation;
- insurance lapses;
- poor Trust Engine performance;
- violation of Platform policies.

20. Confidentiality

Contractor agrees to protect Customer information and use it only for completing marketplace projects.

21. Governing Law

Missouri law.
Venue: St. Charles County, Missouri.

22. Electronic Acceptance

This Agreement may be accepted electronically.
Electronic acceptance has the same force and effect as a handwritten signature.

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