Contractor Addendum

This Contractor Addendum ("Addendum") is entered into between Leads Group LLC, operating the Biid.app platform ("Company," "we," or "us") and the individual or entity accessing the Biid.app platform in the capacity of a Contractor, as defined in the Biid.app Terms of Use ("Contractor"). This Addendum is incorporated into and forms part of the Biid.app Terms of Use ("Terms") and supplements the Terms with provisions specific to Contractor's use of the Biid.app platform (the "Platform"). In the event of any conflict between this Addendum and the Terms with respect to Contractor's use of the Platform, this Addendum shall control. Capitalized terms not defined herein have the meanings given in the Terms.

(a) Independent Contractor. Contractor is an independent contractor and not an employee, agent, partner, joint venturer, or franchisee of the Company. Nothing in this Addendum or the Terms shall be construed to create an employment relationship, agency relationship, partnership, or joint venture between the Company and Contractor. The parties acknowledge and agree that the following facts are material to the independent-contractor characterization: (i) Contractor sets its own bid prices and pricing structure; (ii) Contractor uses its own tools, materials, equipment, and vehicles; (iii) Contractor controls its own work schedule and may accept or decline any project for any reason; (iv) Contractor is free to perform services for competing platforms, direct clients, and any other parties; (v) the Company does not provide training, performance evaluations against Company-set metrics, or supervision over the manner or means by which Contractor performs services; (vi) Contractor bears the risk of profit and loss on each project; (vii) Contractor is responsible for its own business expenses, including licenses, permits, insurance, taxes, and equipment; and (viii) Contractor holds itself out to the public as an independent contractor in the trade or occupation in which the services are performed. The Company has no right to control the manner, means, or methods by which Contractor performs any services.

(b) Marketplace Only. The Platform is a technology marketplace that connects homeowners with independent contractors for home improvement and construction projects. The Company does not perform any contracting, construction, or home improvement services and has no involvement in the performance of any project. The Company is not a party to any agreement entered into between Contractor and any homeowner ("Project Agreement"), and the Company has no liability whatsoever with respect to the performance, non-performance, terms, or enforceability of any such Project Agreement. All Project Agreements are solely between Contractor and the applicable homeowner.

(c) No Endorsement. The Company's listing of Contractor on the Platform does not constitute an endorsement, recommendation, guarantee, or warranty of Contractor's services, qualifications, workmanship, licensing, or insurance status.

(d) No Liability for Homeowner Conduct. The Company has no liability to Contractor for any act or omission of any homeowner, including any homeowner's failure to pay, refusal to accept work, or any other dispute arising from a Project Agreement. Any such dispute is solely between Contractor and the applicable homeowner.

(e) No Guaranteed Leads or Revenue. The Company makes no representation, warranty, or guarantee that Contractor will receive any minimum number of leads, bids, project referrals, or revenue through the Platform. Contractor's access to the Platform does not entitle Contractor to any particular volume of business.

(a) Eligibility. By accessing the Platform as a Contractor, you represent and warrant that you: (i) are at least eighteen (18) years of age or, if a business entity, are duly organized and validly existing under applicable law; (ii) hold all licenses, permits, and certifications required by applicable federal, state, and local law to perform the types of contracting services you offer through the Platform in each jurisdiction where you perform such services; (iii) carry and maintain general liability insurance in amounts as disclosed to Contractor during onboarding or otherwise made available by the Company, and workers' compensation insurance as required by applicable law (or, if Contractor has no employees and is exempt from workers' compensation requirements under applicable state law, a sworn affidavit of exemption); (iv) are not subject to any outstanding disciplinary action, license suspension, or revocation by any licensing authority; and (v) have full power and authority to enter into this Addendum and the Terms. Prior to activation of Contractor's account and upon each annual renewal thereof, Contractor shall submit to the Company, in a form acceptable to the Company, (A) copies of all applicable licenses and permits, and (B) certificates of insurance satisfying the requirements of Section 5(a). The Company's activation of Contractor's account following submission of such documentation does not constitute the Company's certification, warranty, or guarantee that Contractor holds valid licenses or adequate insurance, and the Company expressly disclaims any such representation.

(b) Ongoing Obligation. The representations and warranties in Section 2(a) are continuing obligations. Contractor shall promptly notify the Company in writing within five (5) business days if any of the foregoing representations and warranties ceases to be true. The Company reserves the right, in its sole discretion, to independently verify Contractor's licensure, insurance, and compliance status at any time during the term of this Addendum through third-party credentialing services or public regulatory databases. Contractor shall cooperate fully with any such verification and shall not take any action to impede or obstruct the Company's verification efforts. The Company's decision to proceed with or continue Contractor's access following any verification does not constitute a representation or warranty by the Company as to Contractor's current or ongoing compliance with applicable licensing or insurance requirements.

(c) Credentialing and Background Check Consent. The Company will require Contractor to consent to and pass a background check, license verification, and insurance credentialing review as a condition of accessing or continuing to access the Platform. Contractor authorizes the Company and its third-party screening providers to obtain consumer reports, investigative consumer reports, and other background information about Contractor for the purpose of evaluating Contractor's eligibility to access the Platform. Contractor acknowledges that the background check may include verification of identity, criminal history, sex-offender registry status, motor-vehicle records, professional license verification, and other publicly available records, in each case to the extent permitted by applicable law. (i) FCRA Compliance. Where any background check is performed by a consumer reporting agency, the Company will provide Contractor with a clear and conspicuous disclosure that consumer reports may be obtained, in a document consisting solely of the disclosure (the "FCRA Disclosure"), and will obtain Contractor's written authorization to obtain such reports, in compliance with the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. ("FCRA"), and applicable state law (including, where applicable, the California Investigative Consumer Reporting Agencies Act, the New York Article 23-A, and similar statutes in other jurisdictions). Contractor will receive, in connection with the FCRA Disclosure, a copy of the federal Summary of Your Rights Under the FCRA. (ii) Pre-Adverse Action Procedure. Before the Company takes any adverse action (including denial, restriction, suspension, or termination of Contractor's Platform access) based in whole or in part on a consumer report, the Company will: (A) provide Contractor with a copy of the report; (B) provide Contractor with the federal Summary of Your Rights Under the FCRA; and (C) allow Contractor a reasonable period (no less than five business days) to dispute the accuracy or completeness of the report with the consumer reporting agency before any final adverse action is taken. (iii) Periodic Re-checks. The Company may re-run background checks, license verifications, and insurance credentialing reviews periodically during the term of this Addendum, subject to a renewed FCRA Disclosure and authorization where required by law. (iv) State-Specific Notices. Contractor will receive any additional notices required by applicable state law in connection with the background check, including any notice required under California, Massachusetts, Minnesota, New Jersey, New York, Oklahoma, or Washington law. (v) Failure or Withdrawal of Consent. Failure to consent to a background check, withdrawal of authorization, or failure to pass any required check may result in denial, suspension, or termination of access to the Platform without further obligation by the Company.

(a) Bid Accuracy. All bids submitted by Contractor through the Platform must be accurate, complete, and made in good faith. Contractor shall not submit inflated, fictitious, or otherwise misleading bids for any purpose.

(b) No Off-Platform Solicitation. Contractor shall not use contact information or project information obtained through the Platform to solicit homeowners for services outside of the Platform in a manner intended to circumvent the Company's fee or commission structure. Contractor may communicate with homeowners off-Platform solely for the purpose of performing a project for which a bid was awarded through the Platform.

(c) Professional Conduct. Contractor shall at all times conduct itself professionally and in compliance with all applicable laws when interacting with homeowners through or in connection with the Platform. Contractor shall not engage in harassment, discrimination, fraud, or any other unlawful conduct in connection with the Platform or any project.

(d) Accurate Profile. Contractor shall maintain an accurate and up-to-date profile on the Platform, including with respect to service areas, license numbers, insurance information, and areas of expertise. The Company reserves the right to remove or suspend any Contractor profile that contains inaccurate or misleading information.

(a) Platform Fee. Contractor agrees to pay the Company any applicable platform fees, commissions, lead fees, subscription fees, or other charges disclosed to Contractor before they are incurred. The Company may amend the applicable fee structure from time to time with thirty (30) days' written notice to Contractor.

(b) Payment Terms. The Company will invoice Contractor for applicable Fees and Commissions on a monthly basis. Contractor shall pay all invoices within fifteen (15) days of the invoice date. Late payments shall accrue interest at the rate of 1.5% per month or the highest rate permitted under applicable law, whichever is lower. The Company reserves the right to suspend Contractor's access to the Platform for non-payment.

(c) Disputes. Contractor must raise any invoice dispute in writing within ten (10) days of the invoice date. Failure to dispute an invoice within such period shall constitute acceptance of the invoice.

(a) Insurance Requirements. Contractor shall, at its own expense, obtain and maintain throughout the term of this Addendum: (i) commercial general liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate; (ii) workers' compensation insurance as required by applicable law (or, where Contractor is a sole proprietor exempt from workers' compensation requirements under applicable state law, a sworn affidavit of exemption); (iii) employer's liability insurance with limits as required by applicable law; and (iv) any additional insurance required by applicable law or reasonably required by the Company upon notice to Contractor. Contractor shall name Leads Group LLC as an additional insured on its commercial general liability policy. Prior to activation of Contractor's account, and thereafter on an annual basis and upon any cancellation or material change in coverage, Contractor shall provide the Company with certificates of insurance, in a form satisfactory to the Company, evidencing all coverage required under this Section 5(a) and naming Leads Group LLC as an additional insured. If at any time Contractor's insurance coverage lapses, is cancelled, is reduced below the required minimums, or cannot be verified by the Company through its credentialing process, the Company may immediately suspend Contractor's access to the Platform without prior notice and without liability to Contractor, and such suspension shall continue until Contractor provides satisfactory evidence of reinstated and compliant coverage.

(b) Contractor Indemnification of the Company. Contractor shall indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: (i) any third-party claim arising from or related to Contractor's performance of, or failure to perform, any project or services, whether or not such project originated through the Platform; (ii) any bodily injury, death, or property damage caused by Contractor or Contractor's employees, subcontractors, or agents; (iii) any breach by Contractor of this Addendum or the Terms, including any breach of the representations and warranties in Section 2; (iv) any violation of applicable law by Contractor, including any failure to maintain required licenses, permits, or insurance; (v) any dispute between Contractor and a homeowner arising from or related to a project introduced through the Platform, including any claim that a bid was inaccurate, that work was defective, or that a project was not completed; (vi) any claim by Contractor's employees, subcontractors, or agents arising from their work on any project, including any employment, labor, or workers' compensation claim; (vii) any claim by a regulatory authority arising from Contractor's failure to maintain required licenses, permits, bonds, or insurance; (viii) any personal injury or property damage claim arising from Contractor's presence at or access to any property in connection with a project; and (ix) any claim arising from Contractor's use of homeowner data in violation of Section 9(b) of this Addendum or any applicable privacy law. Contractor's indemnification obligations under this Section 5(b) shall survive termination or expiration of this Addendum.

(a) Ratings and Reviews. Contractor acknowledges that homeowners may submit ratings and reviews of Contractor's services through the Platform. The Company may display such ratings and reviews on Contractor's profile. The Company does not verify the accuracy of user-submitted reviews but reserves the right to remove reviews that violate the acceptable use policy set forth in the Terms.

(b) Removal and Suspension. The Company reserves the right, in its sole discretion, to suspend, flag, restrict, or permanently remove any Contractor from the Platform for any reason, including without limitation: (i) failure to maintain, or inability of the Company to verify, any required license, permit, certification, or insurance coverage; (ii) failure to provide required documentation under Section 2(a) or Section 5(a) within the required timeframe; (iii) receipt of consistent low ratings or homeowner complaints; (iv) any breach of this Addendum or the Terms; (v) any conduct that the Company reasonably determines poses a safety risk to homeowners or the platform community; (vi) any fraudulent, deceptive, or unlawful conduct; or (vii) any credential-related irregularity, anomaly, or potential misrepresentation identified through the Company's automated or manual review processes, including algorithmic fraud detection systems, credential monitoring tools, or other technology-assisted compliance and safety review mechanisms. The Company may, in its sole discretion, flag or temporarily restrict a Contractor's account pending further investigation upon identification of any such irregularity, without prior notice and without liability to Contractor. The Company will use commercially reasonable efforts to provide Contractor with written notice and a reasonable opportunity to cure where practicable; however, the Company may suspend, flag, restrict, or remove a Contractor immediately and without prior notice where: (A) the Company determines there is an imminent safety risk or pattern of misconduct; (B) Contractor's insurance coverage has lapsed or cannot be verified; (C) any required license has expired, been suspended, or been revoked; or (D) automated or manual review processes identify indicators of fraud, credential misrepresentation, or other material irregularities warranting immediate action.

(c) No Liability for Removal. The Company shall have no liability to Contractor for any removal, suspension, or restriction of Contractor's access to the Platform pursuant to this Section 6, including any loss of anticipated revenue or business opportunity.

(a) Informal Resolution. Prior to initiating any formal dispute resolution, the parties shall use commercially reasonable efforts to resolve any dispute arising from or relating to this Addendum or the Terms informally. Either party may initiate informal dispute resolution by providing written notice to the other party, and the parties shall negotiate in good faith for a period of thirty (30) days following such notice.

(b) Binding Arbitration. If a dispute cannot be resolved informally within thirty (30) days, it shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator and shall take place in the State of Florida, unless the parties agree otherwise. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

(c) Class Action Waiver. CONTRACTOR AND THE COMPANY EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CONTRACTOR WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

(d) Exception. Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration.

Notwithstanding anything to the contrary in the Terms, with respect to Contractor's use of the Platform, the Company's total aggregate liability to Contractor under or in connection with this Addendum or the Terms shall not exceed the total Fees and Commissions paid by Contractor to the Company in the one (1) month period immediately preceding the event giving rise to the claim. The exclusions of consequential, indirect, incidental, special, and punitive damages set forth in the Terms apply in full to all claims by Contractor against the Company. Without limiting the foregoing, the Company will have no liability to Contractor for: (a) any act or omission of any homeowner, including any homeowner's failure to pay, refusal to accept work, or any other conduct in connection with a Project Agreement; (b) any interruption, suspension, or termination of Contractor's access to the Platform, including any resulting loss of leads, bids, or revenue; (c) the volume, quality, or frequency of leads or project opportunities made available to Contractor through the Platform; (d) any inaccuracy in homeowner-submitted project information or photos; or (e) the Company's removal or suspension of Contractor's access pursuant to Section 6 of this Addendum. Nothing in this Section limits liability that cannot be limited under applicable law.

(a) Contractor Profile Data. Contractor grants the Company a non-exclusive, royalty-free, worldwide license to display, reproduce, and distribute Contractor's name, logo, license numbers, service area, ratings, reviews, and other profile information on the Platform and in the Company's marketing materials for the purpose of promoting Contractor's services and the Platform.

(b) Homeowner Data. Any homeowner contact information, project photos, property information, or other data made available to Contractor through the Platform ("Homeowner Data") is provided solely for the purpose of facilitating the specific project for which the data was made available. Contractor shall not, and shall ensure that its employees, subcontractors, and agents do not: (i) use Homeowner Data for any purpose other than performing the specific project; (ii) sell, lease, license, transfer, or otherwise disclose Homeowner Data to any third party; (iii) use Homeowner Data for any marketing, solicitation, or promotional purpose; (iv) combine Homeowner Data with data obtained from any other source for purposes of profiling or targeted advertising; (v) retain Homeowner Data beyond the period reasonably necessary to complete the relevant project and to comply with applicable record-retention laws; or (vi) use Homeowner Data to solicit Homeowners for services outside the Platform in a manner intended to circumvent the Company's fee or commission structure. Contractor shall implement reasonable administrative, technical, and physical safeguards to protect Homeowner Data against unauthorized access, use, or disclosure. Contractor shall comply with all applicable privacy laws, including the California Consumer Privacy Act ("CCPA"), the California Privacy Rights Act ("CPRA"), the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, the Utah Consumer Privacy Act, and any other applicable state or federal privacy statutes, in its handling of Homeowner Data. Contractor shall promptly notify the Company in writing of any actual or suspected unauthorized access to or disclosure of Homeowner Data and shall reasonably cooperate with the Company's investigation and remediation efforts. Contractor's obligations under this Section 9(b) survive termination of this Addendum.

(c) Performance Data. The Company may collect, use, and disclose data regarding Contractor's performance on the Platform, including bid acceptance rates, project completion rates, and homeowner ratings, for the purpose of improving the Platform and for internal analytics, in accordance with the Company's Privacy Policy.

(a) Entire Agreement. This Addendum, together with the Terms, constitutes the entire agreement between the Company and Contractor with respect to Contractor's use of the Platform and supersedes all prior negotiations, representations, and understandings relating thereto.

(b) Amendment. The Company may amend this Addendum from time to time with thirty (30) days' written notice to Contractor. Contractor's continued use of the Platform after the effective date of any amendment constitutes acceptance of the amended Addendum.

(c) Severability. If any provision of this Addendum is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

(d) Counterparts; Electronic Signatures. This Addendum may be executed electronically. Electronic acceptance (including clicking "I Accept" or a similar mechanism) shall constitute a valid and binding signature for all purposes.

(e) Governing Law. This Addendum is governed by the laws of the State of Florida, consistent with the Governing Law and Venue provision of the Terms.