HALOFIX USA Hero Independent Contractor Agreement v1.2.5

HALOFIX USA HERO INDEPENDENT CONTRACTOR AGREEMENT
Version: v1.2.5
Effective Date: 2026-08-09
Counterparty: HALOFIX USA LLC

1. INDEPENDENT CONTRACTOR RELATIONSHIP

You ("Hero") acknowledge and agree that you are an independent contractor and not an employee, agent, joint venturer, or partner of HALOFIX USA LLC ("HALOFIX"). Nothing in this Agreement creates an employment relationship. You retain full control over the manner and means of performing services, including the right to accept or decline job offers, set your own schedule, and use your own tools and equipment.

As a Hero, you perform services directly for the Resident (homeowner), not for HALOFIX. HALOFIX operates solely as a technology marketplace connecting Residents who need home services with independent Heroes who choose to provide them. HALOFIX does not direct, supervise, or control the work you perform.

Non-Exclusivity: You are free to work for competing platforms, maintain your own client relationships outside the platform, and operate your own independent business without restriction. Nothing in this Agreement limits your ability to provide services to any person or entity outside of the HALOFIX platform.

2. LICENSING AND INSURANCE REQUIREMENTS

You represent and warrant that you:
- Hold a valid, active Florida DBPR contractor license for all service categories in which you accept jobs.
- Maintain general liability (GL) insurance with a minimum coverage of $500,000 per occurrence and $1,000,000 aggregate, naming HALOFIX USA LLC as an Additional Insured.
- Maintain commercial auto insurance with minimum coverage of $250,000 bodily injury per person / $500,000 per accident / $100,000 property damage, IF you operate a vehicle in connection with HALOFIX services.
- Will maintain workers' compensation insurance as required by Florida law (FL Statute 440), or hold a valid Notice of Election to be Exempt issued by the FL Division of Workers' Compensation (FL Stat. § 440.02(15)(c)).
- Will upload current Certificates of Insurance (COI) to your HALOFIX Hero profile and replace them at least 14 days before any policy expires.
- Will promptly notify HALOFIX of any license suspension, revocation, or insurance lapse.

HALOFIX may suspend dispatch of jobs to you if your COI is expired, non-conforming, or unverifiable. Failure to maintain required licensing or insurance constitutes grounds for immediate suspension or removal from the HALOFIX platform.

3. INDEMNIFICATION AND HOLD-HARMLESS

To the fullest extent permitted by Florida law, you agree to indemnify, defend, and hold harmless HALOFIX USA LLC, its officers, directors, members, employees, agents, and affiliates (collectively, "HALOFIX Parties") from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:
- Your performance or failure to perform services for any Resident (homeowner).
- Any property damage, personal injury, or death caused by your acts or omissions, including those of your employees or subcontractors.
- Any violation of applicable federal, state, or local laws, including Florida contractor licensing laws (FL Statute 489).
- Any breach of this Agreement or any representation or warranty made herein.
- Any tax liability, penalty, or interest arising from your independent contractor status, including failure to report income or pay self-employment taxes.

This indemnification obligation survives the termination of your account and this Agreement.

4. LIMITATION OF LIABILITY

HALOFIX provides a technology platform connecting Residents with Heroes. HALOFIX does not perform, supervise, or control the work performed by Heroes.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HALOFIX'S TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS EARNED BY HALOFIX FROM YOUR COMPLETED JOBS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

IN NO EVENT SHALL HALOFIX BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, REGARDLESS OF THE LEGAL THEORY.

5. ASSUMPTION OF RISK

You acknowledge that providing home services involves inherent risks, including but not limited to property damage, personal injury, and exposure to hazardous conditions. You voluntarily assume all such risks and agree that HALOFIX shall not be liable for injuries, damages, or losses you sustain while performing services.

6. DISPUTE RESOLUTION

Any dispute arising from or relating to this Agreement shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Pinellas County, Florida. The governing law shall be the laws of the State of Florida. Each party shall bear its own costs and attorneys' fees unless the arbitrator determines otherwise.

Class Action Waiver: You agree that any dispute resolution proceedings will be conducted only on an individual basis and not as a class, consolidated, or representative action.

7. PAYMENT AND COMMISSION

HALOFIX collects payment from Residents and remits your portion after deducting the platform commission per the published commission schedule in effect at the time the job is completed. Commission rates are tiered based on your trailing 30-day completed-job volume, recalculated nightly at 12:00 AM Eastern Time. Heroes are paid via Stripe Connect on the standard payout cadence.

NO GUARANTEE OF JOB VOLUME OR EARNINGS: HALOFIX does not guarantee any minimum number of jobs, minimum earnings, or any opportunity to qualify for a lower commission tier. Tier qualification depends on Resident demand, your service area, your service category, your responsiveness, your published ratings, and platform booking volume - all of which are subject to factors outside HALOFIX's control. Refunded or charged-back jobs are excluded from the tier-qualifying count.

TAX REPORTING:
- W-9 Required: You will provide HALOFIX with a current, correct, and complete IRS Form W-9 (Rev. March 2024 or the then-current revision) before HALOFIX makes any payment to you. You will deliver an updated W-9 within 30 days of any change to the information reported (e.g., name change, TIN change, entity reorganization).
- 1099-K (Marketplace): To the extent your marketplace payouts qualify as third-party network transactions under 26 U.S.C. § 6050W, HALOFIX (or its payment processor) will issue IRS Form 1099-K to you if your annual gross payments exceed BOTH $20,000 AND 200 transactions in a calendar year (the dual threshold reinstated by Section 70432 of the One Big Beautiful Bill Act of 2025).
- 1099-NEC (Non-Marketplace): For payments not processed through the HALOFIX marketplace platform (e.g., direct settlement payments, B2B contracts paid off-platform), HALOFIX will issue IRS Form 1099-NEC if annual aggregate exceeds $2,000 for payments made after December 31, 2025 (OBBBA § 70433 amending IRC § 6041(a)).
- Backup Withholding: If you fail to furnish a valid W-9, or if the IRS notifies HALOFIX that the TIN you furnished is incorrect, HALOFIX will withhold 24% of all payments to you as backup withholding pursuant to IRC § 3406.
- Your Tax Obligations: You are solely responsible for reporting all income to federal, state, and local tax authorities, paying self-employment tax, making estimated tax payments, and complying with all applicable tax laws. HALOFIX does not provide tax advice.

CARD PROCESSING FEES:

- Pass-through Stripe fee: HALOFIX processes Resident payments through Stripe Connect. The standard Stripe card-processing fee of 2.9% plus $0.30 per transaction is deducted from your portion of each completed job, in addition to the platform commission shown in the tier table above. This fee is the same fee you would pay to accept a credit card directly in your own business; HALOFIX does not mark it up. Source: stripe.com/connect/pricing.
- Chargeback liability: if a Resident disputes a charge with their card issuer, HALOFIX absorbs the $15 chargeback fee charged by Stripe and acts as merchant of record for the dispute response. Heroes are not billed the chargeback fee unless the dispute is upheld and the work itself is the basis (in which case the refunded amount is recovered from future payouts).
- Refunds: Stripe does not return its 2.9% + $0.30 processing fee on customer refunds. When a Resident refund is issued, HALOFIX absorbs the lost processing fee; the Hero's refund liability is limited to the work value, not the processing fee.
- Fee changes: fees are passed through at cost and are subject to change if Stripe changes its pricing; updated fee terms will be posted to /hero-terms before they take effect.

8. OPTIONAL HERO-PROVIDED REPORT DISCLOSURE

HALOFIX does not order, procure, or pay for consumer reports about Heroes. Providing a report is voluntary, is not required for approval, and no Hero is asked to obtain one. You may choose to provide a consumer report prepared about you by a consumer reporting agency, or a state-issued criminal history record you already hold. If information in a consumer report you provided would be used to deny or terminate your access to the platform, HALOFIX will provide a pre-adverse action notice, a copy of the report, and a summary of your FCRA rights before any final decision.

9. INDEPENDENT CONTRACTOR STATUS

Under the IRS multi-factor test and Florida law, your independent contractor status is evidenced by your retained control over how, when, and where to perform services; your right to accept or decline jobs; your obligation to provide your own tools, equipment, and supplies; your responsibility for all taxes and licenses; and your right to provide services to other persons or entities outside the platform.

10. CANCELLATION AND TERMINATION

You may end your participation on the platform at any time by providing notice through the dashboard or by contacting heroes@halofixusa.com. Outstanding payouts for completed jobs are processed on the standard payout cycle following deactivation. Reactivation is at HALOFIX's discretion.

11. NON-CIRCUMVENTION COVENANT

You agree not to solicit, contract with, or accept work directly from a Resident introduced through the HALOFIX platform for the duration of the platform's non-circumvention window measured from the last completed job, as defined in the Anti-Circumvention Policy. Breach of this covenant subjects you to liquidated damages equal to the multiplier of lost platform commission specified in the Anti-Circumvention Policy.

12. BRAND AND PLATFORM RESTRICTIONS

You may not use the HALOFIX USA name, logo, or branding in your own advertising, vehicles, uniforms, or business cards without prior written consent. You may reference your HALOFIX USA profile link for customer convenience, but may not imply employment by or endorsement from HALOFIX USA. Marketing materials referencing HALOFIX USA must be submitted for approval to heroes@halofixusa.com.

13. WARRANTY OBLIGATIONS

Every job completed through HALOFIX USA carries a workmanship warranty as defined in HALOFIX's published warranty policy. You agree to: honor warranty claims submitted through the platform within the coverage period; respond to warranty claim inquiries within 48 hours; perform warranty remediation work at no additional cost to the Resident when the claim is valid; cooperate with HALOFIX warranty mediation process. If you fail to respond to or honor a valid warranty claim, HALOFIX may dispatch a replacement Hero and deduct remediation costs from your future payouts.

14. OPTIONAL CONSUMER REPORT AUTHORIZATION

HALOFIX does not obtain a consumer report for your application. If you voluntarily provide a consumer report you already hold, you authorize HALOFIX to review that report for platform eligibility. This authorization is not a request for HALOFIX to order a report, and declining to provide one does not prevent approval. If HALOFIX later considers adverse action based on a consumer report you provided, you will receive the report, a summary of your FCRA rights, and a reasonable opportunity to dispute inaccurate information before any final decision.

15. ARBITRATION AGREEMENT AND 30-DAY OPT-OUT

Binding individual arbitration: Except for the carve-outs below, any dispute, claim, or controversy arising out of or relating to this Hero Agreement or your use of the HALOFIX USA platform shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted in Pinellas County, Florida.

Class action waiver: Any arbitration or proceeding shall be brought only in your individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

30-Day Opt-Out: You may opt out of binding arbitration by sending written notice to heroes@halofixusa.com within 30 days of first creating your Hero account. The notice must include your full name, account email, and a clear statement that you opt out of arbitration under this Section 15. Opting out does not affect any other terms of this Agreement.

Carve-outs: Claims for injunctive relief related to intellectual property, anti-circumvention enforcement, or violations of applicable contractor licensing law may be brought in state or federal courts located in Pinellas County, Florida. Either party may also bring an individual action in small claims court in Pinellas County, Florida.

Severability: If any provision of this Section 15 is held unenforceable, the unenforceable portion shall be severed and the remaining provisions shall continue in full force and effect.

16. SMS AND VOICE COMMUNICATIONS (TCPA + A2P 10DLC)

Operational dispatch SMS is optional. If you separately opt in and provide your phone number, you consent to receive job-dispatch and operational SMS messages, voice calls, and automated notifications from HALOFIX USA LLC related to your Hero activity, including new job offers, dispatch confirmations, schedule changes, customer messages, payment notices, and platform alerts.

Frequency: Message frequency varies based on your job acceptance rate and platform activity. Standard message and data rates from your carrier may apply.

Delivery: HALOFIX may use SMS alongside available app push notifications and email for the same job-offer workflow. Delivery is not guaranteed on any channel; a job offer may expire or be accepted by another Hero before you see it.

Opt-out: You may opt out of SMS at any time by replying STOP to any message, or by contacting heroes@halofixusa.com. SMS consent is not a condition of platform participation. If you decline or opt out, HALOFIX will stop operational dispatch SMS and will attempt to send job offers through available app push notifications and email instead.

Reply HELP: Reply HELP to any message for assistance, or call (786) 550-2580.

Compliance: Hero SMS dispatch operates under HALOFIX USA LLC's registered A2P 10DLC campaign and complies with the Telephone Consumer Protection Act (TCPA), the FCC's implementing regulations, and the carrier consortium's 10DLC messaging rules.

HERO CONDUCT - NO UNSOLICITED SMS, CALLS, OR EMAILS TO RESIDENTS: If you text, call, or email Residents whose contact information you received through the HALOFIX platform, you will: (a) send only transactional messages directly related to the booked job (arrival notice, change of ETA, completion notice, invoice); (b) send no marketing, upsell, cross-sell, or promotional content to Residents without their separate prior express written consent that complies with the federal TCPA (47 U.S.C. § 227), the Florida Telephone Solicitation Act (FL Stat. § 501.059, "FTSA"), and the federal CAN-SPAM Act (15 U.S.C. §§ 7701-7713); (c) honor any STOP, UNSUBSCRIBE, or removal request within 24 hours of receipt.

You acknowledge that the FTSA imposes strict-liability statutory damages of $500 to $1,500 per text message for violations and is the primary plaintiffs'-bar honeypot in Florida. You will indemnify HALOFIX against any TCPA, FTSA, or CAN-SPAM claim, settlement, or judgment arising from your SMS, call, or email activity directed at Residents (incorporated by reference into Section 3 indemnification).

17. CONTACT

HALOFIX USA LLC
7901 4th St N, Ste 300
St. Petersburg, FL 33702
Phone: (786) 550-2580
Email: heroes@halofixusa.com

18. LOCATION DATA AND GPS TRACKING DURING ACTIVE JOBS

What is collected: While a job is active, HALOFIX collects your device's GPS location so it can share your live progress with the Resident. Location pings are retained for approximately ten (10) minutes.

Voluntary, and separate from registration: Granting GPS location consent is voluntary. It is not required to register as a Hero or to complete onboarding.

Required to start a job: GPS location consent is required to begin traveling to a job, view the Resident's street address, and advance or complete a job you have accepted. You may accept a job offer without GPS location consent, but the job will remain in its assigned, not-yet-started state until you grant consent. Once consent is granted, you can begin travel, see the full address, and proceed through the remaining stages of the job.

Resident address timing: HALOFIX shows you the Resident's city and ZIP code when a job is offered. The Resident's street address becomes visible once you begin traveling to the job. This protects Resident privacy and applies the same way to every Hero and every job.

Withdrawing consent: You may grant or withdraw GPS location consent at any time in Hero Settings. If you withdraw consent, the conditions above apply going forward: you will not be able to begin travel to, view the street address for, or advance a job until consent is granted again. Withdrawing consent does not affect jobs you have already completed.

Why HALOFIX collects this: HALOFIX shows Residents their Hero's live progress toward a job so they know when to expect you. Your device location while a job is active is what makes that live progress possible.

This Section is incorporated by reference into, and supplements, the HALOFIX USA Hero Privacy Policy (available at /hero/privacy), which governs the collection, use, and retention of your data as a Hero.

E-SIGN ACT ACKNOWLEDGMENT

By typing your full legal name below and clicking "Sign and Create Hero Account", you electronically sign this Agreement and acknowledge that you have read, understand, and agree to all terms in this document. Your electronic signature is legally binding under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 USC 7001) and Florida Uniform Electronic Transaction Act (FL Statute 668.50). This signature will be recorded with your IP address, user agent, and timestamp in a tamper-evident audit log.

END OF HERO INDEPENDENT CONTRACTOR AGREEMENT v1.2.5