Contractor Terms of Service

Important Notices — Please Read Before Accepting

INDEPENDENT CONTRACTOR STATUS: By using this platform, you acknowledge you are an independent contractor, not an employee of HOLA (Section 1).

These Contractor Terms of Service ("Contractor Terms" or "Agreement") constitute a legally binding agreement between you ("Contractor," "you," or "your") and Houston's Own Lawn App, LLC ("HOLA," "we," "us," or "our"). By registering for, accessing, or using the HOLA platform, you acknowledge that you have read, understood, and agree to be bound by these Contractor Terms in their entirety.

Table of Contents

1. Platform Overview and Contractor Role
2. Contractor Obligations and Responsibilities
3. Comprehensive Liability Disclaimers
4. Maximum Limitation of Liability
5. Mandatory Arbitration and Dispute Resolution
6. Payment Terms and Platform Fees
7. Fee Circumvention Prohibited
8. Non-Solicitation
9. Identity Verification
10. Insurance
11. Comprehensive Indemnification
12. Termination
13. Confidentiality
14. Intellectual Property
15. General Provisions
16. Contact Information

1. Platform Overview and Contractor Role

1.1 HOLA Is a Technology Platform Only

Houston's Own Lawn App, LLC ("HOLA," "we," "us," or "our") operates a digital marketplace platform connecting independent landscaping contractors ("Contractors," "you") with property owners ("Customers"). HOLA DOES NOT PROVIDE LANDSCAPING SERVICES. HOLA is a technology facilitator that provides the platform infrastructure enabling Contractors and Customers to connect, communicate, and transact.

The platform supports two distinct ways of transacting, defined here and used throughout these Terms:

• "Marketplace Transaction" — a job a Customer books through the HOLA marketplace (the platform's browsing, booking, matching, and checkout surfaces). On a Marketplace Transaction, HOLA sets the Customer's checkout total, charges the Customer, charges its platform commission (Section 6.2), and collects and remits Texas sales tax as a marketplace provider (Sections 6.8 and 6.10).
• "CRM Invoice" — an invoice you create and send through HOLA's customer-relationship-management ("CRM") tools for work you sell directly to your own client. A CRM Invoice is your own transaction: you set the price, you own any sales tax decision (Section 6.8), no platform commission applies (Section 6.11), and your client pays exactly what you invoice. This is true regardless of how you first met the client, including clients who first hired you through a Marketplace Transaction.

1.2 Independent Contractor Relationship

YOU ARE AN INDEPENDENT CONTRACTOR, NOT AN EMPLOYEE OF HOLA. This is a fundamental and essential term of this Agreement. As an independent contractor pursuant to Texas Labor Code § 406.121, you:

• Set your own rates and pricing for services;
• Determine your own schedule and availability;
• Control the manner, means, methods, sequence, tools, and techniques of your service delivery;
• Maintain your own independent business operations;
• Are solely responsible for obtaining and maintaining all required licenses, permits, and insurance;
• May work with other platforms and competitors without restriction or exclusivity obligation;
• May accept, decline, or ignore any job opportunity on the platform without penalty, minimum participation requirements, or impact on your platform standing;
• Are not entitled to employee benefits of any kind from HOLA, including workers' compensation, unemployment insurance, health insurance, or retirement benefits.

HOLA does not track, monitor, or evaluate your acceptance or rejection of job opportunities. There are no minimum acceptance rates, minimum hours, or mandatory participation requirements.

You are the merchant of record for payment purposes via Stripe Connect Standard. You contract directly with Customers for the provision of landscaping services, and HOLA is not a party to those service contracts.

1.3 HOLA's Limited Role

HOLA's role is strictly limited to:

• Operating the technology platform and marketplace;
• Facilitating payment processing between Customers and Contractors;
• Providing communication infrastructure (messaging, notifications, and optional automated translation);
• Offering optional platform tools (booking-request display, calendar tools, profile hosting);
• Maintaining platform integrity through safety, legality, fraud-prevention, and profile-accuracy requirements.

HOLA does not supervise, direct, or control your performance of services. HOLA does not set your rates, schedule your jobs, or dictate your work methods.

Automated Translation. The platform may provide automated translation of messages between you and Customers using third-party translation services. Translations are provided for convenience only and may contain errors. You are responsible for confirming material terms, service scope, property-access instructions, and dispute-related communications directly with the Customer. HOLA is not liable for translation inaccuracies.

1.4 Texas Workforce Commission Compliance

The parties intend the following operational facts to be accurate throughout the relationship:

1. You are compensated on a per-job basis, not a fixed salary;
2. HOLA imposes no mandatory scheduling or minimum hour requirements;
3. You are permitted to perform services through competing platforms without restriction;
4. HOLA imposes no occupational restriction on your other work activities;
5. You retain full autonomy over work methods and service delivery;
6. You bear your own expenses (fuel, equipment maintenance, supplies);
7. You provide your own tools, equipment, and vehicles;
8. HOLA does not control the manner or means of your service delivery; and
9. You have no mandatory participation requirements on the platform.

1.5 No Agency

You are not HOLA's agent, employee, partner, joint venturer, franchisee, or representative. You have no authority to bind HOLA, make representations or warranties on HOLA's behalf, or create any obligation or liability for HOLA. You must hold yourself out to Customers and the public as your own independent business. Nothing in this Agreement creates an employment, agency, partnership, joint venture, or franchise relationship between you and HOLA.

2. Contractor Obligations and Responsibilities

2.1 Business Requirements

As a condition of using the HOLA platform, you represent and warrant that you:

• Possess all required business licenses and permits applicable to landscaping services in your jurisdiction;
• Maintain adequate liability insurance appropriate to your business operations (insurance requirements may apply for certain property types — see Section 10);
• Comply with all applicable federal, state, and local laws and regulations, including employment laws if you have employees or helpers;
• Have proper business registration as required by Texas law and applicable local ordinances;
• Maintain safe, well-functioning equipment in good working order.

2.2 Service Delivery

When performing services arranged through the HOLA platform, you agree to:

• Perform all services safely and in compliance with applicable law;
• Communicate with Customers regarding scheduling changes through the platform's messaging tools;
• Complete work in accordance with the scope you agreed to with the Customer.

You control the manner, means, methods, sequence, and techniques of your service delivery. HOLA does not direct, supervise, or evaluate how you perform your work.

Disputes and Complaints. You are primarily responsible for customer service, warranty issues, and complaints related to your services. HOLA may provide optional communication, dispute-intake, evidence-sharing, and informal mediation tools to assist in resolving Customer concerns, but HOLA is not the service provider, guarantor, insurer, or adjudicator of the underlying service transaction. Participation in any HOLA-facilitated resolution process is voluntary. Customers and Contractors may also resolve service matters directly outside the platform.

2.3 Platform Compliance

• Maintain an accurate, complete, and current platform profile;
• Use the platform's communication tools to respond to Customer messages;
• Use the HOLA platform payment system for all Marketplace Transactions (payment of CRM Invoices may be collected by any method you accept — Section 6.11);
• Comply with all HOLA platform policies, community guidelines, and terms as updated from time to time.

3. Comprehensive Liability Disclaimers

3.1 No Warranties Regarding Platform Performance

THE HOLA PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. HOLA EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. HOLA MAKES NO WARRANTIES REGARDING:

• Customer satisfaction with your services;
• The volume or quality of service opportunities available through the platform;
• Platform uptime, availability, or uninterrupted operation;
• The accuracy of Customer-provided property information;
• Customer payment ability or creditworthiness;
• The quality of leads or Customer inquiries generated through the platform.

3.2 Disclaimer of Liability for Your Services

HOLA is not responsible for, and expressly disclaims liability related to:

• The quality, safety, or results of services you provide to Customers;
• Property damage arising from your services or operations;
• Personal injury to you, your employees, or third parties;
• Your compliance or non-compliance with professional or licensing standards;
• Your compliance with applicable laws and regulations;
• Disputes between you and Customers regarding service quality or payment;
• Your business operations, employees, subcontractors, or helpers;
• Equipment failures, accidents, or damage to your property;
• Weather delays, natural events, or circumstances beyond your control.

3.3 No Employment Liability

HOLA has no liability for claims by your employees, subcontractors, or helpers, including but not limited to claims for wages, workers' compensation, employment discrimination, or workplace injuries. You assume sole responsibility for all persons you engage to assist with service delivery.

4. Maximum Limitation of Liability

LIMITATION OF LIABILITY — PLEASE READ CAREFULLY (Texas Fair Notice Doctrine)

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HOLA'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THESE CONTRACTOR TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) ONE HUNDRED DOLLARS ($100.00), OR (B) THE TOTAL PLATFORM COMMISSION FEES RETAINED BY HOLA FROM YOUR TRANSACTIONS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL HOLA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, EVEN IF HOLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

This limitation of liability applies regardless of the legal theory asserted, whether in contract, tort (including negligence), strict liability, or otherwise.

Exception: This limitation of liability does NOT apply to HOLA's gross negligence, fraud, or intentional misconduct, or to any liability that cannot be excluded under applicable law.

Basis of Bargain: You acknowledge that the limitations of liability in this Section reflect a reasonable allocation of risk between the parties, that HOLA would not have agreed to provide access to the platform absent these limitations, and that these limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.

5. Mandatory Arbitration and Dispute Resolution

This Section contains a binding arbitration clause and class action waiver that affect your legal rights. Please read carefully.

5.1 Informal Resolution

Before initiating arbitration, you agree to first attempt to resolve any dispute informally by contacting HOLA at legal@gethola.com with a written description of the dispute. HOLA will attempt to resolve the dispute within thirty (30) days of receiving your notice. If the dispute is not resolved within that period, either party may proceed to arbitration.

5.2 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Contractor Terms, your use of the HOLA platform, or the relationship between you and HOLA that is not resolved informally shall be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, and governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.). Arbitration shall take place in Houston, Texas. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

5.3 Class Action Waiver

YOU AND HOLA EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. If this class action waiver is found to be unenforceable for any claim, that claim must proceed in a court of competent jurisdiction rather than in arbitration.

5.4 Exceptions

Notwithstanding the foregoing, either party may pursue the following in any court of competent jurisdiction without first submitting to arbitration:

• Claims within the jurisdictional limit of a small claims court; and
• Injunctive or other equitable relief to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.

5.5 Opt-Out Right

You may opt out of this arbitration agreement by sending written notice to legal@gethola.com within thirty (30) days of first accepting these Contractor Terms. Your opt-out notice must include your full legal name and a clear statement that you are opting out of the arbitration agreement. If you opt out, you and HOLA agree to submit to the exclusive jurisdiction of the state and federal courts located in Harris County, Texas for resolution of disputes.

5.6 Changes to This Section

HOLA will provide at least thirty (30) days' notice before making material changes to this arbitration agreement. Material changes to this arbitration provision will require your affirmative re-acceptance before taking effect. If you do not affirmatively accept the modified arbitration provision, the prior version shall continue to govern disputes between you and HOLA.

6. Payment Terms and Platform Fees

6.1 Merchant of Record

You are the merchant of record for all service transactions processed through the HOLA platform. The underlying service contract is between you and the Customer — HOLA is not the seller, provider, or guarantor of landscaping services. You must establish and maintain a Stripe Connect Standard account to receive payments. By accepting these terms, you also agree to the Stripe Connected Account Agreement, which governs your relationship with Stripe independently of this Agreement.

6.2 Commission Structure

HOLA charges a platform commission, collected as an application fee, on each Marketplace Transaction. Commission never applies to a CRM Invoice (Section 6.11). Current commission rates are:

Commission rates are subject to change with at least thirty (30) days' written notice. Any rate change will not apply retroactively to jobs already in progress. Platform commission fees may be subject to Texas data processing services tax under Texas Comptroller Rule 3.330. HOLA will comply with all applicable tax obligations and may adjust fee structures as required by changes in tax law.

6.3 How Payment Works

On Marketplace Transactions, Customers pay a total amount that includes your quoted price plus HOLA's platform commission, applicable sales tax, and payment processing fees.

When a Marketplace Transaction payment is successfully processed and not subsequently reversed, you receive the amount you quoted for the job. On Marketplace Transactions, HOLA's platform commission, applicable taxes, and payment-processing fees are borne by the Customer and are not deducted from your quoted price. (CRM Invoice payments are governed by Section 6.11, under which HOLA's platform fee is deducted from your settlement.) Your payout is subject to: (a) successful collection of the Customer payment; (b) any refunds you authorize or that result from dispute resolution; (c) chargebacks initiated by the Customer's card issuer; (d) Stripe's terms, including processing fees, reserves, and payout schedules; and (e) any amounts you owe to HOLA under these Terms.

6.4 Payment Capture and Timing

On Marketplace Transactions, payment is captured when the Customer confirms job completion through the app, or automatically after the timeframe displayed in the app if the Customer has not reported an issue. HOLA and/or Stripe may retry failed payment attempts. Payment is not guaranteed until funds are successfully collected from the Customer.

Payouts are processed through Stripe per Stripe's standard payout schedule. Stripe's payout timing may vary based on your account standing and Stripe's policies, which are outside HOLA's control.

6.5 Disputes and Chargebacks

As merchant of record, you bear financial responsibility for chargebacks on your Stripe account. HOLA may, at its discretion, assist by providing transaction records, job-completion evidence, and platform data to support your defense, but HOLA is not obligated to do so and does not guarantee any outcome. You bear all chargeback fees, card-network assessments, and lost processing fees imposed by Stripe or card networks. If a chargeback or reversal causes HOLA to incur a loss (including loss of its application fee), HOLA may offset that amount against future payments owed to you.

6.6 Refunds

As merchant of record, you control the refund decision for services you provide. HOLA may facilitate refund processing through the platform's dispute-resolution tools but does not make refund decisions on your behalf. On a refund, HOLA generally retains its application fee; you bear the full refund amount to the Customer. Stripe processing fees may not be recoverable on refunded transactions. If a refund is processed after funds have been paid out to you, the refund amount may be deducted from your Stripe account balance or offset against future payouts.

HOLA may, at its sole discretion, issue goodwill refunds or credits to Customers from HOLA's own funds. Any such goodwill payment is voluntary and does not create an obligation for HOLA to do so in any other case.

6.7 Negative Balances and Recovery

If your Stripe account balance becomes negative due to refunds, chargebacks, reversals, or fee adjustments, Stripe may recover the deficit from future payouts or your linked bank account per Stripe's terms. If HOLA incurs losses attributable to your transactions (including reversed application fees, chargeback assessments, or unrecoverable processing fees), HOLA may offset those amounts against future payments owed to you or invoice you for the balance. You agree to reimburse HOLA for any such losses within thirty (30) days of written notice.

6.8 Tax Collection

On Marketplace Transactions, HOLA collects applicable sales tax as a marketplace provider under Texas law. Tax is calculated using applicable current tax rates and is included in the Customer's payment. You acknowledge that HOLA collects and remits sales tax on your behalf on Marketplace Transactions as required by applicable marketplace provider laws.

On CRM Invoices and any other work you sell outside the HOLA marketplace, sales tax is entirely your responsibility. You determine whether tax applies and at what rate, and you collect, report, and remit it. HOLA may display a suggested rate drawn from Texas Comptroller data as a convenience; the suggestion is never applied automatically, is not tax advice, and does not transfer any collection, reporting, or remittance duty to HOLA.

In both cases, you remain responsible for your own income tax obligations and any other taxes not collected by HOLA.

6.9 Tipping

Customers may offer optional tips through the platform. Tips are passed to you in full and are not subject to HOLA's platform commission. Tips are processed through Stripe and subject to Stripe's standard processing fees and payout schedule.

6.10 Marketplace Tax Certification

HOLA acts as a marketplace provider under Texas Tax Code § 151.0242 and certifies that, for sales facilitated through the HOLA marketplace, it assumes the rights and duties of a seller under Chapter 151 of the Texas Tax Code and collects, reports, and remits Texas state and local sales tax, as described in HOLA's Marketplace Tax Certification. By using the HOLA marketplace, you accept this certification. The Marketplace Tax Certification does not cover CRM Invoices or any other work you sell directly to your own customers outside the HOLA marketplace, for which you remain solely responsible for any applicable tax — regardless of how the payment is collected.

6.11 CRM Invoices — Your Direct Business

CRM Invoices (Section 1.1) are your own transactions with your own clients. For CRM Invoices:

• No commission. HOLA's platform commission (Section 6.2) never applies to a CRM Invoice, regardless of the invoice amount or of how the client relationship originated.
• Platform fee on card payments only. When your client pays a CRM Invoice by card through the platform's embedded payments, HOLA charges a platform fee of 0.5% of the invoice total, capped at $5.00 per invoice (applied across all partial payments of that invoice), deducted from your settlement as an application fee on your Stripe account. The rate and cap in force are fixed on each invoice when you finalize it. A deposit or prepayment collected by card before an invoice exists is charged a provisional fee on the same terms and reconciled against the invoice cap when it is applied to an invoice, with any excess returned.
• Off-platform payment permitted. You may collect payment of a CRM Invoice by any method you accept — cash, check, Zelle, Venmo, Cash App, or otherwise. Off-platform payments carry no HOLA fee. Recording them in the CRM is for your own bookkeeping and is not payment through the platform.
• Your price is your client's price. HOLA adds nothing to a CRM Invoice total; your client pays exactly what you invoice.
• You are the merchant of record for card payments on CRM Invoices, processed on your own Stripe Connect Standard account. Sections 6.5 through 6.7 (chargebacks, refunds, negative balances) apply to those payments.

7. Fee Circumvention Prohibited

The HOLA platform represents a significant investment in technology, Customer acquisition, and marketplace infrastructure. To protect this investment and maintain platform integrity, you expressly agree that you will not:

• Accept payment outside the HOLA platform for a Marketplace Transaction — a job booked through the HOLA marketplace must be paid through the platform;
• Cancel a booked Marketplace Transaction, or encourage a Customer to cancel one, in order to complete the same work off-platform or through a CRM Invoice;
• Use the marketplace's booking-request or quoting flow to receive an identified job request and then, while that request is pending (until it is completed, declined, canceled, or expires), complete that request — or work substantially derived from it — off-platform or through a CRM Invoice to avoid the platform commission.

For clarity, none of the following is fee circumvention: serving any client — including a client who first hired you through a Marketplace Transaction — through CRM Invoices for work sold outside the marketplace; collecting a CRM Invoice by cash, check, Zelle, Venmo, or any other method you accept; or exchanging contact information with your own clients in the ordinary course of your business.

Liquidated Damages

The parties acknowledge that the actual damages resulting from fee circumvention are difficult to calculate with precision. Accordingly, if you circumvent HOLA's platform fees in violation of this Section, you agree to pay HOLA as liquidated damages (and not as a penalty) the greater of: (a) the commission HOLA would have earned on the circumvented transaction, calculated at your applicable rate, or (b) one hundred dollars ($100.00) per occurrence. This liquidated damages provision shall survive termination of this Agreement.

8. Non-Solicitation

8.1 Restriction Period

During the term of your use of the HOLA platform and for a period of six (6) months following the termination or expiration of your platform access for any reason, you agree not to solicit a Customer to cancel, abandon, or divert a booked or in-progress Marketplace Transaction off-platform for the purpose of avoiding HOLA's platform commission. Serving your own clients through CRM Invoices (Section 6.11), and continuing to serve your own clients after leaving the platform, are not solicitation under this Section.

8.2 Exceptions

This non-solicitation restriction does NOT apply to:

• Customers you served or had a pre-existing business relationship with prior to joining the HOLA platform, provided you can document such prior relationship;
• Customers you acquired through your own independent marketing efforts that are wholly unrelated to HOLA;
• Referrals received from your existing non-HOLA clients or other sources independent of the HOLA platform;
• Customers who independently contact you outside the platform without your solicitation;
• Clients you serve through CRM Invoices under Section 6.11, regardless of how the relationship originated.

8.3 Enforceability

This non-solicitation provision is ancillary to the otherwise enforceable agreement between the parties and is supported by independent consideration. If any court finds this provision unenforceable as written, the court is authorized to reform the restriction to the maximum extent enforceable under applicable law.

9. Identity Verification

As part of Stripe Connect Standard onboarding, you are required to complete Stripe's identity verification process. This verification is conducted directly by Stripe and is governed by Stripe's Privacy Policy and Connected Account Agreement.

HOLA does not conduct background checks, verify insurance coverage, or access your identity documents submitted to Stripe. HOLA's onboarding process includes a profile completeness check and Stripe's identity/KYC verification. This does not constitute a guarantee, endorsement, or certification of any contractor's qualifications, skills, reliability, or trustworthiness.

10. Insurance

10.1 General Recommendation

HOLA strongly recommends that you maintain adequate general liability insurance to protect yourself and your business. Insurance is your sole responsibility and at your sole expense.

10.2 Property-Type Requirements

Certain job opportunities on the HOLA platform may only be available to insured contractors. These requirements are typically imposed by property owners or homeowners associations, not by HOLA. Specifically:

• HOA Communities and Gated Neighborhoods: Many homeowners associations require service providers to carry minimum insurance coverage. Jobs in such communities may require you to provide proof of adequate general liability coverage meeting the community's requirements before the job is made available to you.
• Individual Property Requests: Some Customers may similarly request proof of insurance before engaging your services.

HOLA does not supervise, certify, or guarantee the adequacy of your insurance coverage.

10.3 Providing Proof of Insurance

If you choose to submit insurance documentation to unlock access to insured-contractor job categories, you agree to:

• Provide a current Certificate of Insurance (COI) evidencing the required coverage;
• Notify HOLA at legal@gethola.com within thirty (30) days of any cancellation or material reduction of your coverage.

11. Comprehensive Indemnification

Indemnification Obligation — Conspicuous Notice Required by Texas Law

YOU AGREE TO INDEMNIFY, DEFEND (WITH COUNSEL REASONABLY ACCEPTABLE TO HOLA), AND HOLD HARMLESS HOUSTON'S OWN LAWN APP, LLC AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, "HOLA PARTIES") FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, ACTIONS, LOSSES, DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR RELATING TO:

• YOUR PERFORMANCE OF OR FAILURE TO PERFORM LANDSCAPING SERVICES FOR CUSTOMERS;
• YOUR INTERACTIONS WITH, ACTS OR OMISSIONS TOWARD, OR DISPUTES WITH CUSTOMERS OR OTHER THIRD PARTIES;
• YOUR BREACH OR ALLEGED BREACH OF ANY PROVISION OF THESE CONTRACTOR TERMS;
• YOUR VIOLATION OR ALLEGED VIOLATION OF ANY APPLICABLE FEDERAL, STATE, OR LOCAL LAW, REGULATION, OR ORDINANCE;
• PROPERTY DAMAGE OR PERSONAL INJURY ARISING FROM YOUR SERVICES OR OPERATIONS;
• YOUR BUSINESS OPERATIONS, INCLUDING ACTS OR OMISSIONS OF YOUR EMPLOYEES, SUBCONTRACTORS, OR HELPERS;
• YOUR FAILURE TO OBTAIN OR MAINTAIN REQUIRED LICENSES, PERMITS, OR INSURANCE;
• ANY MISREPRESENTATION YOU MAKE REGARDING YOUR QUALIFICATIONS, CREDENTIALS, OR EXPERIENCE;
• YOUR FAILURE TO PROPERLY REPORT OR PAY APPLICABLE TAXES; OR
• ANY CLAIM BY YOUR EMPLOYEES, SUBCONTRACTORS, OR HELPERS ALLEGING EMPLOYMENT STATUS OR ENTITLEMENT TO EMPLOYMENT BENEFITS.

THIS INDEMNIFICATION OBLIGATION EXPRESSLY INCLUDES CLAIMS ARISING FROM YOUR OWN NEGLIGENCE IN THE PERFORMANCE OF SERVICES AND, TO THE EXTENT PERMITTED BY APPLICABLE TEXAS LAW, CLAIMS ARISING IN WHOLE OR IN PART FROM THE ORDINARY NEGLIGENCE (BUT NOT GROSS NEGLIGENCE, FRAUD, OR INTENTIONAL MISCONDUCT) OF THE HOLA PARTIES.

12. Termination

12.1 Termination by Either Party

Either party may terminate this Agreement and your platform access at any time, with or without cause, by providing written notice to the other party. You may provide notice through the platform settings or by emailing legal@gethola.com. HOLA will provide notice via email to your registered address.

12.2 Immediate Suspension

HOLA reserves the right to immediately suspend your platform access, without prior notice, if HOLA reasonably determines that your continued access poses a risk to platform safety, integrity, or legal compliance, including but not limited to:

• Credible safety concerns regarding you or your conduct;
• Evidence of fraud, misrepresentation, or dishonesty;
• Illegal conduct;
• Failure to maintain required licenses or insurance;
• Material breach of these Contractor Terms; or
• Conduct that, in HOLA's reasonable judgment, endangers Customers, damages platform integrity, or exposes HOLA to legal liability.

12.3 Effect of Termination

Upon termination of this Agreement:

• Your access to the HOLA platform will cease;
• Outstanding payments for completed jobs will be processed according to the normal payment schedule, subject to any offsets permitted under Section 6;
• Section 8's non-solicitation obligation — limited, as stated there, to diverting booked or in-progress Marketplace Transactions — continues for six (6) months post-termination;
• You must immediately cease representing any affiliation with or endorsement by HOLA.

12.4 Surviving Provisions

The following provisions survive termination of this Agreement indefinitely, or for the period specified:

• Section 7 (Fee Circumvention) — indefinitely;
• Section 8 (Non-Solicitation) — for six (6) months;
• Section 11 (Indemnification) — indefinitely;
• Section 13 (Confidentiality) — indefinitely;
• Section 4 (Limitation of Liability) — indefinitely;
• Section 5 (Dispute Resolution) — indefinitely.

13. Confidentiality

Through your use of the HOLA platform, you may have access to information that is confidential and proprietary to HOLA or its users. You agree to maintain the confidentiality of and not to disclose, use, or exploit the following categories of information for any purpose other than performing services through the platform:

• Customer Information: Contact details, property information, gate codes, payment information, and any personal information Customers share through the platform;
• Platform Technology: HOLA's algorithms, pricing methodology, matching systems, business methods, and proprietary processes;
• Contractor Information: Pricing strategies, business methods, and personal information of other contractors on the platform;
• Business Information: HOLA's financial information, customer lists, business plans, and any non-public business information.

Your confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of yours; (b) you independently developed without use of confidential information; or (c) you are required to disclose by law or court order, provided you give HOLA prompt written notice to allow HOLA to seek a protective order.

Carve-out — your own client relationships. Ordinary contact information of a client you serve (name, phone number, email, service address) may be used in your ongoing business relationship with that client — including CRM Invoices under Section 6.11 — subject to applicable law and the client's communication preferences. This carve-out never extends to gate or alarm codes, payment credentials, other Customers' or contractors' information, or nonpublic platform records.

14. Intellectual Property

14.1 Platform Ownership. The HOLA platform, including all software, algorithms, interfaces, trademarks, trade names, service marks, logos, and content created by HOLA, is owned by Houston's Own Lawn App, LLC and protected by applicable intellectual property laws. Nothing in this Agreement grants you any ownership rights in the HOLA platform or brand.

14.2 Contractor Content License. By submitting content to the HOLA platform (including profile photos, portfolio images, job-completion photos, descriptions, and reviews you respond to), you grant HOLA a non-exclusive, royalty-free, worldwide, sublicensable, perpetual license to use, reproduce, modify, distribute, and display such content in connection with operating, marketing, and improving the HOLA platform and HOLA's business. You represent that you have the right to submit all content you upload and that you have obtained any necessary permissions to photograph and share images of Customer properties submitted through the platform.

14.3 Feedback. If you submit suggestions, feedback, or ideas regarding the HOLA platform, such submissions become the exclusive property of HOLA. HOLA may use such feedback for any purpose without compensation, attribution, or obligation to you.

15. General Provisions

15.1 Governing Law and Venue. These Contractor Terms are governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. Subject to the arbitration agreement in Section 5, the parties consent to the exclusive jurisdiction of the state and federal courts located in Harris County, Texas for any claims not subject to arbitration.

15.2 Severability. If any provision of these Contractor Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions shall continue in full force and effect.

15.3 Entire Agreement. These Contractor Terms constitute the entire agreement between you and HOLA with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, and representations, whether written or oral, relating to that subject matter.

15.4 Modifications. HOLA reserves the right to modify these Contractor Terms at any time. Material changes will be communicated by email to your registered address and/or by prominent notice within the platform at least thirty (30) days before the changes take effect. Your continued use of the HOLA platform after the effective date of any modification constitutes acceptance of the revised terms. If you do not agree to a modification, you must stop using the platform before the modification takes effect.

15.5 No Waiver. HOLA's failure to enforce any right or provision of these Contractor Terms shall not constitute a waiver of that right or provision. No waiver of any breach shall be deemed a waiver of any subsequent breach of the same or any other provision.

15.6 Assignment. You may not assign or transfer your rights or obligations under these Contractor Terms without HOLA's prior written consent. HOLA may freely assign its rights and obligations under these Contractor Terms in connection with a merger, acquisition, sale of assets, or operation of law.

15.7 Force Majeure. Neither party shall be liable for any failure or delay in performance due to causes beyond that party's reasonable control, including natural disasters, acts of government, labor disputes, or infrastructure failures.

16. Contact Information

For questions, concerns, or notices regarding these Contractor Terms or the HOLA platform, please contact us:

Houston's Own Lawn App, LLC Katy, Texas 77450

Email: legal@gethola.com

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BY REGISTERING FOR, ACCESSING, OR USING THE HOLA PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE CONTRACTOR TERMS OF SERVICE IN THEIR ENTIRETY, THAT YOU UNDERSTAND THEM, AND THAT YOU AGREE TO BE BOUND BY ALL OF THEIR TERMS AND CONDITIONS. IF YOU DO NOT AGREE, DO NOT USE THE HOLA PLATFORM.