# Contractor Partner Agreement

**DRAFT — prepared without an attorney. Have it reviewed before relying on it in a dispute.**

Last updated: [DATE]

This Contractor Partner Agreement (the "Agreement") is between **[OUR COMPANY LEGAL NAME], a Texas limited liability company** ("Remodly", "we", "us") and the contracting business identified below (the "Partner", "you"). By checking "I agree" when creating a Partner account, or by signing below, you accept this Agreement.

## 1. Partner information

| | |
|---|---|
| Legal business name | [ ] |
| DBA (if any) | [ ] |
| Business address | [ ] |
| Owner / authorized representative | [ ] |
| Email / phone | [ ] |
| Trades offered | ☐ Roofing ☐ Flooring ☐ Kitchen ☐ Bath ☐ Painting ☐ General remodeling ☐ Other: [ ] |
| Service area (cities / ZIP codes) | [ ] |
| Licenses held (state or city, number, expiration) | [ ] |
| General liability insurer, policy number, limit, expiration | [ ] |
| Workers' compensation (policy number or "non-subscriber") | [ ] |

You confirm that this information is true and complete and you will update it within 5 business days of any change.

## 2. What we do and what we do not do

2.1 Remodly operates a mobile app where homeowners ("Clients") record their home with their phone, talk to an AI assistant, and may order third-party measurement reports. We prepare a project summary (the "Project Package") and share it with Partners so they can submit a proposal.

2.2 **We are a referral and information platform, not a contractor.** We do not perform, supervise, or guarantee any construction work. We are not a party to any contract between you and a Client. We do not hold or process payments for the work.

2.3 Project Packages (measurements, photos, video, AI summaries, cost ranges) are **for information only**. Measurements may contain errors. You are responsible for verifying all measurements and site conditions before quoting or ordering materials.

## 3. Your obligations

3.1 **Licenses and insurance.** You hold and keep current every license, registration, and permit required for the work you quote (including city registrations and state licenses for regulated trades such as electrical and plumbing), and you carry general liability insurance of at least **$1,000,000 per occurrence** naming no restriction that excludes the work you quote. You will notify us within 2 business days if any license or policy is suspended, cancelled, or expires.

3.2 **Your contract with the Client.** Any work is performed under your own written contract with the Client. You are solely responsible for its terms, pricing, warranties, permits, lien notices and disclosures, deposits and payment schedule, and compliance with all applicable laws, including consumer cancellation rights (for example, the 3-day right to cancel for sales made at the Client's home).

3.3 **Roofing and insurance claims.** You will not offer to pay, waive, rebate, or absorb a Client's insurance deductible, and you will not act as a public adjuster or negotiate a claim on the Client's behalf unless you hold the required license.

3.4 **Proposals.** Proposals you submit through the platform must be honest, itemized enough for the Client to compare (scope, materials and brands or grade, timeline, warranty, payment terms), and honored as stated for at least 15 days unless you say otherwise.

3.5 **Preliminary proposals and site verification.** Because Project Packages are based on the Client's own video, photos and measurements, every proposal you send through the platform is a **preliminary proposal**, subject to verification. Before signing a contract you should verify the site (in person or by a live video call) and confirm measurements and conditions. After verification you may revise your price or scope, or withdraw, with no penalty and no fee owed to us. You must give the Client the reason for any change (for example, "floor area is 620 sq ft, not 480 sq ft", or "subfloor damage found"), and record the final price in the platform as the **Verified Proposal**. Do not ask the Client to sign the contract before you have verified the site, unless the contract itself allows the price to be adjusted after verification.

3.6 **Changes after signing.** If, after signing, the Client asks for more work, or conditions are discovered that could not reasonably be seen during verification, you will agree the change with the Client in a **written change order** signed by both of you before doing that work, stating the scope and the price difference. You will not perform paid extra work without a signed change order.

3.7 **Client data.** You may use Client information only to prepare a proposal and perform the project. You will not sell it, add the Client to marketing lists without consent, or keep it longer than needed for the project and your legal record-keeping.

3.8 **Conduct.** You will treat Clients professionally, respond to Project Packages you accept within 2 business days, and not harass Clients who decline your proposal.

## 4. Fees

4.1 **No fee to join or to receive projects.** Receiving and reviewing Project Packages is free.

4.2 **Success fee.** When a Client referred through the platform signs a contract with you (including any contract signed outside the platform for the same property within the Protection Period in section 5), you owe us a success fee of **4% of the signed contract price (the price after site verification), with a minimum of $100 and a maximum of $1,000 per contract** (the "Success Fee"). No fee is owed for preliminary proposals that are not signed.

4.2.1 **Change orders.** Change orders signed for the same project are added to the contract price, and you report them in the platform within 5 business days. If the total increases, we charge the difference in the Success Fee, always subject to the $1,000 maximum per project. If a change order reduces the price, we refund the corresponding part of the Success Fee, always keeping the $100 minimum.

4.2.2 **New projects for the same Client.** A separate project for the same property (for example, the Client first hires you for the roof and later for the floors) counts as a new contract with its own Success Fee if it is signed within the Protection Period.

4.3 **Reporting.** You will mark the project as "Won" in the platform, or email us, within **5 business days** after the Client signs, stating the contract price. We may also confirm with the Client.

4.4 **Payment.** You authorize us to charge the Success Fee to the card or bank account on file through our payment processor (Stripe) when you report the signed contract, or 5 business days after we confirm it with the Client. Invoices unpaid after 15 days accrue a late charge of 1.5% per month (or the maximum allowed by law, if lower).

4.5 **Cancellations.** If the Client cancels within any legal cancellation period, or the contract is terminated before any work starts and you refund the Client's deposit in full, we will refund the Success Fee upon request with reasonable proof. No refund applies once work has started.

4.6 **Taxes.** Fees are exclusive of any applicable taxes.

## 5. Non-circumvention

5.1 For **12 months** after we first send you a Client's Project Package (the "Protection Period"), you will not contract with that Client, or anyone living at that property, for work described in or related to that Project Package without paying the Success Fee.

5.2 This does not apply if you can show, with written records dated before we sent the Project Package, that the Client was already your customer for that project.

## 6. Quality and removal

We may pause or remove your account, and stop sending you projects, if: (a) your license or insurance lapses; (b) we receive repeated or serious Client complaints; (c) you fail to report won contracts or pay fees; or (d) you breach this Agreement. Fees already owed remain payable.

## 7. Independent parties

You are an independent business. Nothing in this Agreement creates an employment, partnership, joint venture, franchise, or agency relationship. You control how you perform your work.

## 8. Indemnity

You will defend and indemnify Remodly, its owners and employees against claims, losses, and costs (including reasonable attorneys' fees) arising from your work, your contracts with Clients, your employees or subcontractors, or your breach of this Agreement or of any law.

## 9. Limitation of liability

To the maximum extent allowed by law, Remodly is not liable for indirect, incidental, or consequential damages or lost profits, and our total liability under this Agreement is limited to the Success Fees you paid us in the 12 months before the claim. Project Packages are provided "as is", without warranty of accuracy.

## 10. Term and termination

This Agreement continues until either party ends it with 15 days' written notice (email is enough). Sections 4 (for fees already earned or earned under section 5), 5, 8, 9 and 11 survive termination.

## 11. General

11.1 **Governing law and venue.** Texas law governs this Agreement. Disputes will be resolved in the state or federal courts located in [COUNTY] County, Texas, except that either party may bring a claim in small claims (justice) court.

11.2 **Changes.** We may update this Agreement with 30 days' notice by email or in the app. Continuing to accept Project Packages after that date means you accept the update. Changes to the Success Fee never apply to Project Packages sent before the change.

11.3 **Entire agreement.** This is the entire agreement on this subject. If a provision is unenforceable, the rest remains in effect.

11.4 **Notices.** Notices go to the emails in section 1 and to [OUR EMAIL].

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**Partner:** ______________________ Name: __________ Title: __________ Date: ______

**Remodly ([OUR COMPANY LEGAL NAME]):** ______________________ Date: ______