Provider's Agreement

This Service Professional Agreement (the Agreement) sets forth the terms and conditions whereby you, an independent service provider (the Pro), licensed and qualified to provide the services you announce through the Willdo platform, agree to provide certain services to third parties that may, from time to time, request services to you via the web-based platform managed by Willdo LLC, with a mailing address at Willdo LLC. P. O. Box 88061 Seattle WA 98188. Pro’s designated contact person, mailing address, phone number and email address is located on Pro’s account profile page and is incorporated herein by reference as if fully set forth herein. The Pro is obligated to maintain this information and ensure it is accurate and current.

 

GENERAL PROVISIONS

 

1.1 Background Statement. Willdo is the creator of the technology platform that creates a marketplace to connect potential clients (users) with qualified professionals, such as Professional Services, in the business of providing cleaning services of home and office, laundry services, handy-person services, plumbing services, electrical services, painting services, moving services, automotive services, landscaping services and/or road assistance services. Willdo provides a web-based and mobile application-based portal (the Willdo Platform) through which users may connect with a network of Pros with whom they may arrange a variety of Services. Willdo and Pros intend that the Pro will provide the services to users strictly as an independent contractor Service Pros, and not as an employee, worker, agent, joint venturer, partner or franchisee of Willdo or any Service Requester for any purpose. Willdo does not provide the Services described in this Agreement and does not employ individuals to perform said Services. Willdo’s role is limited to offering the technology platform as a referral tool for Users and Pros and facilitating payments from Users to Pros. Willdo and Pros acknowledge and agree that the Services are outside the usual course of Willdo’s business and that the Services will be performed outside all of the places of Willdo’s business 1.2 The Willdo Platform and Terms of Use. Before receiving access to the Willdo Platform, Service Professional must also review and agree to the Terms of Use of the Willdo Platform, which are incorporated herein by reference and which Service Professional acknowledges he/she has reviewed and accepted. To the extent the Terms of Use are inconsistent with this Agreement, this Agreement shall control. From time to time, in their sole and complete discretion, Users will request services for immediate or later competition on the Willdo Platform, setting forth the nature of the Services required (Requests). Requests posted will include a date, place and time in which Services are requested. Pros will then have the opportunity to review the requests and accept or reject the request based on the Pro’s area of expertise that meets Pro’s preferred specifications as to time, date, and location. Willdo does not guarantee any minimum number of jobs will be available to Service Provider at any point during the term of this Agreement. Service Professional is not obligated to review the jobs posted or select any jobs posted by any User at any time. Once a Pro accepts a request, the platform will confirm the job has been booked by the Pro to the User. Once a request is booked, a contract is formed directly between the User and Pro for the Pro to complete the service requested. Pros hereby appoint Willdo to be its disclosed agent for the purposes of entering into such a contract with the User. The Pro agrees that Pro’s name, phone number, and likeness may be provided or made available to the User by or on behalf of Willdo Platform after the request is booked. 1.3 Background Checks Before receiving access to the Willdo Platform, Service Professional must submit to and pass a background check through Willdo’s background check provider (Checkr). After receiving access to the Willdo Platform, Willdo may conduct additional background checks on Service Professional through Willdo’s background check provider. Willdo conducts background checks in accordance with applicable law. 1.4 Application Processing Pros may be required to pay nonrefundable application processing fee (Application Fee) in order to process Pro’s application (Application fee is used to cover background checks) (Schedule 2). Payment of the Application Processing Fee does not guarantee a Service Professional access to or jobs through the Willdo Platform.

  1. THE SERVICES

Pros shall be eligible to book Service Requests through the Willdo Platform requesting any Services that the Pro is fully qualified to provide as specified on Schedule 1 to this Agreement and as selected by the Pros during the sign-up process. In those jurisdictions where a license, permit, or certification is required to perform the Services, Service Professional shall, upon request, provide proof to Willdo of all necessary licenses, permits and/or certifications before Service Professional provides any such Services under this Agreement. 2.1 Job Completion. To ensure that the Willdo platform remains a reliable source of referrals and to ensure all Pros are able to have access to available jobs, once the Pros have been awarded a request. The Pros are contractually obligated to complete the job within the timeframe specified by, and to the satisfaction of the User. Service Professional may not cancel a booked request without an advance notice of at least 24 hours to the User and Willdo. In the case of an unavoidable emergency, the Pro shall notify the User and Willdo as soon as practicable. In the event the Pro, upon more than twenty-four (24) hours’ notice, needs to reschedule a request, the Pro may contact the User and attempt to reschedule the job. In the event that the User declines to reschedule, Willdo shall have the right to make the job available on the Willdo Platform. Cancellation by the Pro may result in termination of this Agreement in accordance with Section 9. Alternatively, at Willdo’s reasonable discretion, cancellation by Service Professional may result in liquidated damages being charged to Service Professional as described in Schedule 3, which may be modified from time to time by Willdo. Service Professional and Service Requester may reschedule a job without Service Professional incurring responsibility for payment of liquidated damages provided the job is rescheduled outside of the timeframes set forth in the then-applicable Schedule 3. If Service Requester and Service Professional agree to reschedule, Service Professional agrees to notify Willdo as promptly as possible so that Willdo may update its Platform. In the event that the Service Requester declines to reschedule, Willdo shall have the right to make the job available on the Willdo Platform. The Pro understands and agrees that Pro’s failure to complete a job in accordance with User’s specifications constitutes a material breach of this Agreement and in termination of this Agreement in accordance with Section 9, unless Pro cures the breach either through a reduced Service Fee or completion of the job, to the satisfaction of the User. The Pro may be entitled to a fee or liquidated damages in the event a User cancels or reschedules a job as described in Schedule 3. Modifications to Schedule 3 will be effective upon written notification to Pros and will supersede any and all prior versions. By accepting this Agreement, the Pro authorizes Willdo to withhold the amounts listed in Schedule 3 (where applicable) as payment of liquidated damages from Pro’s Service Fees. By accepting this Agreement, Service Professional authorizes Willdo to withhold the foregoing payment of liquidated damages, if any, as referenced in this Agreement, from Pro’s Service Fees. 2.2 Service Requester Ratings. Pros acknowledge that the Willdo Platform is intended to refer Users only to those Service Professionals who maintain the highest standards of professionalism and quality of service. Service Professional acknowledges that Users may rate and review the Pro at the end of every service requested. Pros agree to maintain high standards of professionalism and service, including but not limited to maintaining tools and materials consistent with industry standard and in good working condition, maintaining appearance and grooming standards consistent with industry standard, and maintaining a Pro’s rating at or above the minimum rating established by Willdo for access to the platform, as modified from time to time. In the event a Service Professional’s aggregate rating falls below the applicable minimum rating, Willdo reserves the right to deactivate the Service Professional’s access to the Willdo Platform. Willdo agrees to provide Service Professional written notice of the minimum rating and any changes thereto. 2.3 No Control the Pro shall be, at all times while this Agreement is in effect, both under the terms of this Agreement and in fact, free from control and direction in the performance of the Services. Willdo shall not control or have any right to control the manner or means by which Service Professional performs the Services, including but not limited to the time and place Service Professional performs the Services, the service requests the Pro selects, the tools and materials used by Service Professional to complete the jobs, the helpers, assistants, subcontractors or other personnel (if any) used by Pros to assist in completing the service, or the manner in which Pros completes the Service requests. Willdo will not and has no right to, under any circumstances, inspect Pro’s work for quality purposes. Those provisions of the Agreement reserving ultimate authority in Willdo have been inserted solely to achieve compliance with federal, state, or local laws, regulations, and interpretations thereof. The Pro is obligated to personally perform the Services Requested. Except where approved in advance by the User and except as otherwise provided in this Agreement. The Pro shall furnish at his/her own discretion, selection, and expense any and all assistants, helpers, subcontractors or other personnel the Service Professional deems necessary and appropriate to complete the Services. The Pro shall be solely responsible for the direction and control of any such personal and for all acts and omissions of same. Before any Services are performed by any assistants, helpers, subcontractors or other personnel engaged by the Pro, the Pro shall require any such individuals to submit to a basic background check satisfactory to Willdo. The Pro agrees that any assistants, helpers, subcontractors or other personnel used shall maintain a professional appearance consistent with industry standards while performing Services. The Pro assumes full and sole responsibility for the payment of all compensation, benefits, and expenses of helpers, assistants, subcontractors and/or other personnel, if any, and for all required state and federal income tax withholdings, unemployment insurance, and social security taxes as to Pro and all persons engaged by the Pro in the performance of the Services. The Pro agrees that he/she is fully and solely responsible for filing, and shall file, an appropriate schedule of expenses and all other appropriate tax documents with the Internal Revenue Service in compliance with required filing periods. The Pro shall be responsible for, and shall indemnify and hold Willdo harmless for any claims, suits, or actions related to this provision, including any such claims brought by Pros or his or her assistants, subcontractors and/or other personnel, or by any third party with respect to any claims for taxes or contributions, including penalties and interest. To the extent required by applicable law, the Pro agrees to maintain a separate set of books or records reflecting all items of income and expense associated with operating his or her business.

  1. SERVICE FEE

3.1 Service Fees. Users shall pay for completed Services through the Willdo Platform at the rates showed by the Willdo Platform at the time the service request is send to the Pro, the service fee shall be based on the Pro’s rate and the time consuming to complete the service. Each Service requested to the Pro on the Willdo Platform shall set forth the time, details about the Service requested, the Pro’s rate, and the estimated Service Fee the Pro shall be entitled to upon completion of the service, as modified from time to time. The difference between the Pro’s rate and take-home amount shall be the fee owed to Willdo for referring the job and facilitating the payment from the user to the pros (Platform Fee). (Schedule 2) Modifications to pricing and fees will be effective upon written notification to Pros and will supersede any and all prior versions. By accepting this Agreement, the Pro authorizes Willdo to withhold Willdo’s Platform Fee and any other applicable fees from the payment made to the Pro for each Service. 3.2 Service Fee Negotiation. If a service requested to and accepted by the Pro requires more than one person or some special materials to complete, the User and Pro may, prior to Pro providing any Services, negotiate an increase in Service Fees based on the estimated additional personnel or materials needed to complete the service. Upon agreement to an increase in Service Fees, the Pro and the User shall notify Willdo. Willdo shall have no involvement in negotiating any increase in the Service Fees. 3.3 Service Fee Payment. When a job is complete, the Pro will submit to the User and Willdo a confirmation that the job is complete. Willdo will transmit payment to Service Professional via direct deposit. So long as the Pro has completed the steps necessary to set up a direct deposit account and provided those details to Willdo, Willdo shall then remit payment for each job, less Willdo’s Platform fee and any other applicable fees (see Schedule 3), within seven (7) business days following the day the job was completed. Absent Pros’s failure to complete the appropriate steps to arrange for payment by direct deposit, Willdo’s failure to remit payment within seven (7) business days following the day the job was completed shall constitute a material breach of this Agreement. The Pro may request payment for a booking to be remitted sooner than as set forth above for a fee as set forth in Schedule 3. Such fee will apply each time that the Pro requests a payment. When Service Professional requests this expedited payment, Willdo will remit payment within (3) business days. If applicable, Willdo will report the payments paid to the Pro under this Agreement by filing the appropriate Form 1099 with the Internal Revenue Service as required by law. Payment processing services for Service Professionals are provided by Stripe and are subject to the Stripe Connected Account Agreement, located at https://stripe.com/us/connect-account/legal, which includes the Stripe Terms of Service, located at https://stripe.com/us/legal (collectively, the Stripe Services Agreement). By agreeing to this Agreement, the Pro agrees to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Willdo enabling payment processing services through Stripe, the Pro agrees to provide Willdo accurate and complete information about Pro and Pro’s business, and the Pro authorizes Willdo to share it and transaction information related to Pro’s use of the payment processing services provided by Stripe.

  1. EQUIPMENT AND OPERATIONS

4.1 Compatible Mobile Device. In order to book jobs, Service Professional must possess a smartphone equipped with access to the Willdo Platform (the Compatible Mobile Device). 4.2 Pro Portal; Geo-Tracking. In order to book jobs, the Pro must download Willdo Pro’s mobile application (the Pro’s App) onto the Compatible Mobile Device used by the Pro. Willdo collects the latitude and longitude location (Pro’s Location) of the Compatible Mobile Device from the Pro’s App (a) when the Pro switch its status to available on the Pro’s App and prior to the scheduled start of the service for the purpose of (i) providing support for the Pro and User to find each other and (ii) confirming that the Pro will perform the service requested by the User and ending (b) at the end of the service for the purpose of confirming that the job is completed and when the Pro switch its status to offline. In addition, at any point, Willdo may collect the Location Coordinates of the Compatible Mobile Device on which the Pro’s App is installed for the purpose of referring jobs to a Pro that are posted on short notice by the User or due to the cancellation of a service from other Pro in the Pro’s vicinity. Pros shall have no obligation to accept any job offered in this manner. Willdo may share the Pro’s Location with the User who requested the Service for the purpose of assisting the User and Pro to coordinate the Services and to confirm that the Pro will perform the Service Requested by the User. Willdo may also disclose the Pros’s location information and contact information as required by applicable law, to authorized service providers, or when Willdo believes that such disclosure is necessary to protect the rights, property, or safety of Willdo, Willdo Platform users, or others. Willdo has no right to collect or use GPS data for the purpose of controlling or monitoring the manner and means by which the Pro provides the Services contemplated by this Agreement, or the frequency with which the Pro uses the Willdo Platform to book Services. The Service Professional may stop Location Coordinates collection only by uninstalling the Pro’s App from the Compatible Mobile Device. Willdo retains Location Coordinates information to confirm that the job has been completed and retains de-identified Location Coordinates data indefinitely. By executing this Agreement, the Pro agrees to the use and disclosure of Location Coordinates information as described above. 4.3 Costs of Operation. The Pro is solely responsible for any costs or expenses incurred by the Pro in connection with the operation of Pro’s principal place of business and the performance of the Services, and in no event shall Willdo reimburse, or be required to reimburse, the Pro for any tools, materials, costs or expenses used in connection with the Services. The Pro shall furnish and maintain, at Pro’s own expense, the tools, equipment, supplies, and other materials used to perform the Services. The Pro, at Pro’s sole discretion, shall determine what equipment, supplies, and materials are necessary to perform the Services, and where, when, and at what cost, to purchase or maintain any necessary equipment, supplies, tools, and materials. At Pros’s request, Willdo may offer to Pro certain equipment, supplies, and materials for purchase. The Pro is not required to purchase any equipment, tools, supplies, or materials from Willdo at any time. 4.4 Willdo Apparel or Identification. The Pro will have no obligation to wear or display the apparel, badge or other form of identification. 4.5 Use of Voice, Image and Likeness. The Pro gives Willdo permission to use any and all of Pro’s voice, image, likeness, and any ratings and reviews from Users about Pros, with or without using the Pro’s name, in connection with the products and/or services available through the Willdo Platform, for the purposes of advertising and promoting such products and/or services and/or Willdo, for the purposes of identifying the Pro to users, and/or for other purposes deemed appropriate by the Willdo in its reasonable discretion, except to the extent expressly prohibited by law. In addition to the foregoing, the Pro will be required to submit an image for use by the Willdo Platform to facilitate identifying the Pro with Users. The Pro also represents and warrants the Pro owns the copyright of any image or likeness that the Pro provides to Willdo. 4.6 Call and SMS Data. The Pro agrees to Willdo’s use of a service provider to mask the pro’s phone number when the Pros calls or exchanges text (SMS) messages with the Users. To facilitate this process, Willdo and its service provider will receive in real time and store call data, including the date and time of the call or text (SMS) message, the parties’ phone numbers, and the content of the text (SMS) messages. The Pro consents to the masking process described above and to Willdo’s use and disclosure of this call data for its legitimate business purposes. The Pro also consents to Willdo’s sending text (SMS) messages directly to the Pro as described in the Terms of Use.

  1. RELATIONSHIP OF THE PARTIES

The Pro is an independent contractor and has not been engaged by Willdo to perform services on Willdo’s behalf. Rather, Service Professional has entered into this Agreement for the purpose of having access to the Willdo Platform and the exclusive marketplace for services thereby created by Willdo, in exchange for which it pays Willdo a fee, as described herein. Service Professional represents that he or she is customarily engaged in an independently established trade, occupation, profession and/or business offering the Services to the general public and/or the Pro represents that he or she maintains a principal place of business in connection with Pro’s trade, occupation, profession and/or business that is eligible for a business deduction for federal income tax purposes. This Agreement shall not be construed to create any association, partnership, joint venture, employee, worker or agency relationship between the Pros and Willdo LLC or any Service Requester for any purpose. The Pro has no authority (and shall not hold himself or herself out as having authority) to bind Willdo and the Pro shall not make any agreements or representations on Willdo’s behalf without Willdo’s prior written consent. The Pro understands that Service Professional will not be eligible to participate in any benefit plans offered to Willdo’s employees, including, but not limited to, vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by Willdo to its employees. Willdo will not be responsible for withholding or paying any income, payroll, social security, or other federal, state, or local taxes, making any insurance contributions, including unemployment or disability, or obtaining workers’ compensation insurance on Pro’s behalf. Service Professional shall be responsible for, and shall indemnify and hold Willdo harmless for any claims, suits, or actions related to this provision, including any such claims brought by the Pro or by any third party with respect to any claims for taxes or contributions, including penalties and interest.

  1. REPRESENTATIONS AND WARRANTIES

The Pro represents and warrants to Willdo that: (a) The Pro has the legal right to provide the Services that are contemplated by this Agreement in the United States; (b) The Pro is fully capable and authorized to provide the Services contemplated by this Agreement within the jurisdiction in which Pro intends to offer said Services, and has the required skill, experience, and qualifications to perform the Services; and (c) The Pro shall perform the Services in a professional and diligent manner in accordance with best industry standards for similar services and shall ensure that all assistants, helpers, subcontractors and other personnel used by the Pro in relation to the delivery of Services shall do likewise, including the completion of all jobs requested to the Pro that he/she opts to accept through the Platform; and (d) The Pro shall perform the Services in accordance with all applicable laws, rules, and regulations. The Pro acknowledges that his/her failure to comply with the foregoing shall constitute a material breach of this Agreement. For Pros performing the Services in Washington State, the Pro shall, within a reasonable period of time after this Agreement is electronically signed, establish an account with the Department of Revenue and all other required state agencies, for the business the Pro is conducting the payment of all state taxes normally paid by employer and businesses. The Pro further agrees, within a reasonable period of time after this Agreement is electronically signed, to register for and receive a unified business identifier number from Washington State. The Pro acknowledges that his/her failure to comply with the foregoing shall constitute a material breach of this Agreement.

  1. INDEMNIFICATION

The Pro shall defend, indemnify and hold harmless Willdo and its affiliates and their officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable legal fees) arising out of or resulting from: (a) bodily injury, death of any person, theft or damage to real or tangible, personal property resulting from Pro’s acts or omissions; and (b) Pro’s breach of any representation, warranty, or obligation under this Agreement. The Services that the Pro provides pursuant this Agreement are fully and entirely Pro’s responsibility. Willdo is not responsible or liable for the actions or inactions of a User or other third party in relation to the Services provided by the Pros. The Pro understands, therefore, that by using the Willdo Platform, the Pro will be introduced to third parties in relation to whom Willdo has not conducted any background or reference checking, that may be potentially dangerous, and that the Pro uses the Willdo Platform at his/her own risk.

  1. INSURANCE

It is the sole responsibility of the Pro to maintain in full force and effect adequate workers’ compensation (or, if permitted by law, occupational accident insurance), unemployment, liability, and other forms of insurance, in each case with insurers reasonably acceptable to Willdo, with policy limits sufficient to protect and indemnify Willdo and its affiliates, and each of their officers, directors, agents, employees, subsidiaries, partners, members, controlling persons, and successors and assigns, from any losses resulting from the conduct, acts, or omissions of the Pro or Pro’s assistants, agents, contractors, servants, or employees.

  1. TERM; TERMINATION

9.1 Term. This Agreement shall be effective as of the date it is executed by the Pro and shall remain in effect unless and until terminated as set forth in this Section 9 (the Term). The Pro understands that Willdo may temporarily deactivate the Pro’s profile on Willdo Platform in the event that Service Professional is inactive on the Willdo Platform for a period that exceeds the time period set forth on Schedule 2, as modified from time to time. In such circumstances, Willdo shall reactivate the Pro’s profile upon request from the Pro. The parties acknowledge that the term of this Agreement does not reflect an uninterrupted service arrangement, as this Agreement guarantees to the Pro the right to choose when to make himself or herself available and each service requested and accepted is treated as a separate service arrangement. 9.2 Termination. (a) Willdo and the Pro may terminate this Agreement, effective immediately upon written notice to the other party, in the event that other party materially breaches this Agreement. A material breach shall include, but not be limited to, the acts or omissions expressly defined as constituting a material breach herein, misconduct, Willdo’s failure to timely remit Service Fees as described herein, Pro’s repeated failure to complete a service he or she has booked on the platform to the User’s satisfaction, failure to meet the applicable minimum rating, or if a Pro cancels or reschedules two (2) or more Services he or she has booked on less than two (2) hours’ notice prior to the Service’s start time within any twenty-eight (28) day period. In the event there is a dispute whether Willdo or Pro materially breached the agreement, and it cannot be resolved by informal negotiations, the parties agree to submit any such dispute to final and binding arbitration, unless the Pro exercises his/her right to opt out of arbitration, as described in Section 12.2, below. (b) In addition to the foregoing, the Pro may terminate the Agreement for any reason upon fifteen (15) days’ written notice. 9.3 Pro’s Obligations Upon Termination. Upon termination of this Agreement for any reason, the Pro shall: (a) complete any outstanding Services the Pro has booked (the outstanding services) and (b) certify in writing to Willdo that the Pro has complied with the requirements of this section. 9.4 Willdo’s Obligations Upon Termination. Upon termination of this Agreement: (a) if the termination is effected by Willdo, Willdo shall immediately pay to the Pro any outstanding earned Service Fees; or (b) if the termination is effected by the Pro, Willdo shall pay to the Pro any outstanding earned Service Fees within seven (7) business days. In either event, Willdo shall pay Service Fees for any outstanding service as soon as practicable after the Pro has completed the outstanding services. 9.5 Surviving Provisions. The terms and conditions of this Section 9.5 and Sections 5, 6, 7, 9.3, 9.4, 10, 11, and 12 (including, but not limited to, Section 12.2) shall survive the expiration or termination of this Agreement.

  1. OTHER BUSINESS ACTIVITIES

The Pro may be engaged or employed in any other business, trade, profession, or other activity, including providing services to customers booked through means other than the Willdo Platform, including other web-based portals. However, the Pro shall not affirmatively solicit Users originally referred through the Willdo Platform to book jobs through any means other than the Willdo Platform; provided, however, Willdo may charge to the Pro a referral fee in the event the Pro affirmatively solicits Users originally referred through the Willdo Platform to book services through any means other than the Willdo Platform.

  1. ASSIGNMENT

The Pro may not assign this Agreement, absent written authorization by Willdo. Willdo may freely assign its rights and obligations under this Agreement at any time. This Agreement will inure to the benefit of, be binding on, and be enforceable against, each of the parties hereto and their respective successors and assigns.

  1. DISPUTE RESOLUTION; GOVERNING LAW

12.1 Informal Negotiations. To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement or otherwise arising from the relationship between the Pro and Willdo, the Pro and Willdo agree to first attempt to negotiate any dispute informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice. Pro’s address for such notices is the address provided by the Pro to Willdo. Willdo’s address for such notices is Willdo, Inc., P. O. Box 88061 Seattle WA 98188. 12.2 Mutual Arbitration Provision. Mandatory and Exclusive Arbitration. Willdo and the Pro mutually agree to resolve any disputes between them exclusively through final and binding arbitration instead of filing a lawsuit in court. This Mutual Arbitration Provision is governed by the Federal Arbitration Act (9 U. S. C.  §§ 1-16) and shall apply, including, but not limited, to any and all claims arising out of or relating to this Agreement, the Pro’s classification as an independent contractor, the Pros’s provision of Services under this Agreement, the payments received by the Pro for providing Services, Pros’s registration to use the Willdo platform, the formation and/or termination of this Agreement, and all other aspects of the Pro’s relationship with Willdo, past or present, whether arising under federal, state or local statutory and/or common law. Only an arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, and/or formation of this Mutual Arbitration Provision. However, as stated in Section 12.2(d) below, the preceding clause of this paragraph shall not apply to the Class Action Waiver and Representative Action Waiver. BY AGREEING TO ARBITRATE ALL SUCH DISPUTES, THE PARTIES TO THIS AGREEMENT AGREE THAT ALL SUCH DISPUTES WILL BE RESOLVED THROUGH BINDING ARBITRATION BEFORE AN ARBITRATOR AND NOT BY WAY OF A COURT OR JURY TRIAL. (a) If either party wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought. Any demand for arbitration by the Pro must be delivered to Willdo LLC. Attn. Legal Department, P. O. Box 88061 Seattle WA 98188. (b) CLASS ACTION WAIVER – PLEASE READ. Willdo and the Pro mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as a class action and/or collective action, and an arbitrator shall not have any authority to hear or arbitrate any class and/or collective action (Class Action Waiver). (c) REPRESENTATIVE ACTION WAIVER – PLEASE READ. Willdo and the Pro mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as a private attorney general act representative action, and an arbitrator shall not have any authority to arbitrate a private attorney general action (“Representative Action Waiver”). This Representative Action Waiver does not apply to any representative claim brought pursuant to the California Private Attorneys General Act of 2004 (Labor Code section 2698, et seq.); all such claims must be brought in a Court of Competent Jurisdiction, not in arbitration. (d) Not withstanding any other clause contained in this Agreement, this Mutual Arbitration Provision, or the AAA Rules, as defined below, any claim that all or part of this Class Action Waiver and/or Representative Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. As stated above, all other disputes regarding interpretation, applicability, enforceability, or formation of this Mutual Arbitration Provision shall be determined exclusively by an arbitrator. (e) The Pro agrees and acknowledges that entering into this Mutual Arbitration Provision does not change the Pro’s status as an independent contractor in fact and in law, that Service Professional is not an employee of Willdo or any User and that any disputes in this regard shall be subject to arbitration as provided in this Mutual Arbitration Provision. (f) Unless Willdo and the Pro otherwise mutually agree, the arbitration will be conducted in the county where the Pro resides. If the Pros’s claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents Willdo and the Pro submit to the arbitrator unless the Pro requests a hearing or the arbitrator determines that a hearing is necessary. Unless the Pro waives the right to a hearing in writing, a hearing shall always be conducted if the Pro’s claim exceeds $10,000. The Arbitrator shall be selected by mutual agreement of Willdo and the Pro. Unless Willdo and the Pro mutually agree otherwise, the Arbitrator shall be an attorney licensed to practice in the location where the arbitration proceeding will be conducted or a retired federal or state judicial officer who presided in the jurisdiction where the arbitration will be conducted, and who has experience in the underlying subject matter. If the parties cannot agree on the Arbitrator, the selection of the Arbitrator shall be governed by the American Arbitration Association Commercial Arbitration Rules (AAA Rules). Regardless of whether the Arbitrator is affiliated with the American Arbitration Association, the parties agree that any arbitration shall be governed by the American Arbitration Association Commercial Arbitration Rules (AAA Rules), except as follows (unless and to the extent otherwise mutually agreed by Willdo and the Pro): (1) The arbitration shall be heard by one Arbitrator selected in accordance with the AAA Rules. The Arbitrator shall be an attorney with experience in the law underlying the dispute; (2) Willdo shall pay the Arbitrator’s fees and costs unless the relief sought in the Pro’s demand for arbitration was found to be frivolous or brought for an improper purpose (as determined by the standards set forth in Federal Rule of Civil Procedure 11(b)), unless applicable law requires otherwise; (3) The Arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes; (4) Except as provided in the Class Action Waiver and Representative Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state or federal substantive law, or both, as is applicable; (5) The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions; (6) The Arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law; (7) Either Willdo or the Pro may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this Section 12.2 may be rendered ineffectual. (g) Regardless of any other terms of this Agreement or Mutual Arbitration Provision, nothing prevents the Pro from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U. S. Department of Labor, Securities Exchange Commissions, National Labor Relations Board, or Office of Federal Contract Compliance Programs, and nothing in this Agreement or Mutual Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this arbitration provision. This Mutual Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on the claims addressed in this Section 12.2, even if the claims would otherwise be covered by this Mutual Arbitration Provision. Nothing in this Mutual Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. Willdo will not retaliate against the Pro for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act. (h) The AAA Rules may be found at www.adr.org or by searching for AAA Commercial Arbitration Rules using a service such as www.Google.com or www.Bing.com. (i) The Pro’s Right to Opt Out of Arbitration. Arbitration is not a mandatory condition of the Pro’s contractual relationship with Willdo, and therefore the Pro may submit a statement notifying Willdo that the Pro wishes to opt out and not be subject to this Mutual Arbitration Provision. In order to opt out, the Pro must notify Willdo of the Pro’s intention to opt out by submitting to Willdo at Willdo LLC Attn. Legal Department, P. O. Box 88061 Seattle, WA 98188, a signed and dated written notice stating that the Pro is opting out of this Mutual Arbitration Provision. The Pro also may opt out by sending an email to legal@willdo.com standing the Pro’s intention to opt out. In order to be effective, the Pro’s opt-out notice must be provided within 30 days of the date this Agreement is electronically signed by the Pro. If the Pro opts out as provided in this paragraph, the Pro will not be subject to any adverse action from Willdo as a consequence of that decision and he/she may pursue available legal remedies without regard to this Mutual Arbitration Provision. If Service Professional does not opt out within 30 days of the effective date of this Agreement, the Pro shall be deemed to have voluntarily agreed to this Mutual Arbitration Provision. The Pro acknowledges and agrees that, if Willdo modifies any provision of this Agreement other than any term of this Section 12.2, the Pro will not have a renewed opportunity to opt out of arbitration. The Pro further acknowledges and agrees that if Willdo modifies the addresses for submission of opt-out notices identified in this Section 12.2, the Pro will not have a renewed opportunity to opt for arbitration. If, however, Willdo modifies any provision of this Section 12.2 other than the addresses for submission of opt-out notices, the Pro will have a renewed opportunity to opt out of arbitration. In such circumstances, the 30-day opt out period will begin to run upon your electronically signing the modified Agreement. Changes to any information referenced at hyperlinks from the Agreement or Arbitration Provision shall not create a renewed opportunity to opt-out. (j) Right To Consult With A Lawyer: The Pro has the right to consult with private counsel of the Pro’s choice for independent legal advice with respect to any aspect of this Agreement or Mutual Arbitration Provision, or any claim that may be subject to this Mutual Arbitration Provision. (k) In the event any portion of this Mutual Arbitration Provision is deemed unenforceable, the remainder of this Mutual Arbitration Provision will be enforceable. In any case in which (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that all or part of the Class Action Waiver and/or Representative Action Waiver is invalid or unenforceable, the class, collective, or representative general action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver and Representative Action Waiver that is valid and enforceable shall be enforced in arbitration. 12.3 Governing Law. Except for the Mutual Arbitration Provision set forth in Section 12.2, which is governed by the Federal Arbitration Act, and except as may be prohibited by the law of the state in which the Pro primarily works and resides, this Agreement shall be governed and interpreted pursuant to the laws of the state in which the Pro performs the majority of his or her services under the Agreement, notwithstanding any principles of conflicts of law.

  1. USERS PRIVACY

The Pro understands that in performing the Services, he or she will receive certain private and/or confidential information regarding the Users and will have access to their homes and personal belongings. Except upon order of government authority (e.g., Court, Administrative Agency) having jurisdiction, or upon written consent by the User, the Pro agrees that he or she shall not publish, disseminate or disclose, for his or her own benefit or the benefit of any third party, any confidential information regarding the user, including addresses, telephone numbers and/or financial information. The Pro further agrees not to engage in any activity which violates the privacy of any User, including, but not limited to, taking unauthorized photographs or making unauthorized audio or video recordings of a User or his or her homes or personal belongings, or publishing, disseminating or disclosing any such photographs or recordings. The Pro acknowledges that his/her failure to comply with the foregoing shall constitute a material breach of this Agreement.

  1. MODIFICATION

The Pro hereby expressly acknowledges and agrees that, by using or receiving access to the Willdo Platform, the Pro and Willdo are bound by the then-current version of this Agreement, including any supplements to this Agreement or documents incorporated herein, including the schedules below, except as stated in Section 12.2 (i) with respect to the Pro’s right to opt-out of the arbitration. Service Professional shall be bound by modifications to this Agreement only upon Pro’s electronically signing any modifications or supplements.

  1. DEFEND TRADE SECRETS ACT OF 2016.

The Pro acknowledges receipt of the following notice under 18 U.S.C § 1833(b)(1): An individual shall not be held criminally or civilly liable under any Federal or State Trade Secret Law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

  1. MISCELLANEOUS

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a Notice) shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). The parties agree that Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or electronic mail (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). This Agreement, together with any other documents incorporated herein by reference, and related exhibits and schedules, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of a waiver, by the party or parties waiving compliance. Except as expressly provided otherwise in this Agreement, if any term or provision of this Agreement is determined to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. This Agreement may be executed in multiple counterparts, including by facsimile or other electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument. Headings appear solely for the convenience of reference. Such headings are not part of this Agreement and shall not be used to construe it. This Agreement may not be amended, by implication or otherwise, by any marketing material contained on Willdo’s website or the Willdo Platform. Nothing contained in this provision or this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims. The Pro acknowledges that he/she has read and understands this Agreement and also acknowledges that he/she had a reasonable and adequate opportunity to seek and receive independent legal advice, at the Service Professional’s own expense, prior to signing this Agreement. BY CHECKING THE BOX STATING I AGREE TO THE SERVICE PROFESSIONAL AGREEMENT, YOU HEREBY AGREE TO THIS SERVICE PROFESSIONAL AGREEMENT. You understand that your electronic signature is as legally binding as a handwritten signature.   SCHEDULE 1* The Pro acknowledges he or she is qualified and otherwise authorized to provide, among the Services listed below, only those Services selected by the Pro during the signup process for which the Service Professional is approved: Cleaning House cleaning Office cleaning Laundry Handyman TV Mounting & Installation Furniture Assembly Cabinet Repair & Installation Door Repair & Installation Curtain & Blind Installation Painting General Labor General Carpentry Thermostat Replacement Drywall Patching Picture & Shelves Hanging Plumbing Faucets repair & installation Garbage disposal Drains unclog Dishwasher installation General Plumbing Toilet repair Electrical Switch & Sensors Replacement Bath & House Fan Replacement Electric Wall Heater Replacement Troubleshooting Exterior Lights Replacement Light Fixtures Replacement Christmas Light Installation Landscaping Landscaper Lawn Mowing Trimming Gardening Pressure Washing Blowing Weeds Garden Lighting Repair Irrigation Repair Automotive Lock Out Change Tire Lock Out Jump Start Replace Battery Troubleshooting Flat Bed Tow Truck Wheel Lift Tow Truck Road Assistance Flatbed tow truck Flatbed tow truck Wheel lift tow truck Change tire Lockout Babysitting Newborn care Toddlers care Preschoolers care Grade Schoolers care Special childcare   Other ____________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________   SCHEDULE 2 – PRO’S HOURLY RATES AND APPLICATION PROCESSING FEES Pro’s Hourly Rates The Pro is free to choose its hourly rate in the Willdo Platform. The hourly Pro’s rate is as follows: Marketplace hourly rate: This is the hourly rate that we show to the users of the Willdo Platform Take home amount: This is the Amount that the Pro takes for each service hours completed in the Willdo platform. And is equal to 70% of the Marketplace Rate. Willdo Platform Fee: This is the amount the Willdo platform withhold as a commission and used to cover for referring the Pro to Users. And is equal to 30% of the marketplace rate. Application process fee (when applying to the Willdo Platform) $18.00  

 

 

 

 

 SCHEDULE 3 – SERVICE FAILURE/CANCELLATION FEES

Failure to start job at time specified by User and User complains

Fee of $15

The Pro leaves job before minimum work time has elapsed and Users complains

Fee of $7.50 per half hour not worked

The Pro cancels or reschedules on less than 48 hours’ notice but with more than 24 hours’ notice prior to service start time

Fee of $10

The Pro cancels or reschedules on less than 24 hours’ notice but with more than 2 hours’ notice prior to Service start time

Fee of $15

The Pro cancels or reschedules on less than 2 hours’ notice prior to Service start time

Fee of $30

The Pro fails to appear for booked Service without notice to the User and Willdo

Fee of $40

The Pro requests payment remission ahead of standard schedule

Fee of 2.9% of the transaction plus 30 cents

The Pro cancels or reschedules on less than 30 minutes’ notice

Fee of $30

Inability to perform services not attributable to either party (e.g., Users is not present to allow Pro access to complete the service, location of job had unsafe working conditions, etc.)

Payment of $15

Damage and/or loss of a Users’s items or property

Fee of $10 based on the loss or as otherwise negotiated.

Failure to return User’s key

Fee of $100 based on the loss or as otherwise negotiated.

Off Platform Fee if the Pro engages User to provide services outside of the WILLDO platform

Fee of $100