Roger Pro Agreement

This Independent Contractor Services Agreement ("Agreement") is between Roger Repair LLC, a Florida limited liability company with its principal place of business at 20225 NE 34th Ct, Unit 2118, Miami, FL 33180 ("Roger," "we," or "us"), and the person or business that accepts it online through Roger's contractor application ("Pro," "you"). It takes effect on the date and time Pro accepts it (the "Effective Date"). Roger and Pro are each a "Party" and together the "Parties."

1. Relationship of the Parties

1.1 Independent contractor. Pro is an independent contractor, not an employee, agent, partner, or joint venturer of Roger. Nothing in this Agreement creates an employment relationship. Pro is not entitled to any employee benefits (health, retirement, workers' compensation from Roger, paid leave, unemployment, or otherwise).

1.2 Control. Pro alone controls the manner, method, means, tools, sequence, and schedule of performing the Services. Roger does not set Pro's hours, does not require exclusivity, and does not supervise the technical performance of the work. Pro may accept or decline any job, may work for others (including competitors), and may hire its own helpers or employees (for whom Pro is solely responsible).

1.3 No authority to bind. Pro has no authority to bind Roger or to make representations, warranties, or guarantees to homeowners on Roger's behalf beyond confirming the scope and price of Pro's own work.

2. The Platform and the Services

2.1 The Platform. Roger operates a technology platform that lets homeowners describe a home-repair need and be matched with a service professional who can perform it ("Platform").

2.2 The Services. When Pro accepts a job through the Platform, Pro will perform the requested trade services Pro lists in its Roger application (the "Services") for the homeowner, competently, in a workmanlike manner, in compliance with all applicable codes, laws, and licensing requirements.

2.3 Job acceptance is optional. Roger may offer Pro jobs; Pro is free to accept or decline each one. Roger does not guarantee any volume of jobs, and Pro does not guarantee availability for any job.

2.4 Relationship with the homeowner. The contract for the actual repair work is between Pro and the homeowner. Pro is solely responsible for the quality, safety, and warranty of Pro's work.

3. Licensing, Insurance, and Background Check

3.1 Licensing. Pro represents and warrants that Pro holds, and will maintain in good standing for the full term, all licenses, registrations, certifications, and permits required to perform the Services in each jurisdiction where Pro works (for example, a state contractor license), and will provide proof on request. Pro will notify Roger within 3 business days if any license lapses, is suspended, or is revoked.

3.2 Insurance. Pro will maintain, at Pro's expense, commercial general liability insurance of at least $1,000,000 per occurrence, plus any workers' compensation and auto coverage required by law. Pro will provide certificates of insurance on request and will, on request, name Roger Repair LLC as an additional insured. Pro will notify Roger of any cancellation or material change.

3.3 Background check. Pro consents to a background check (via Checkr or an equivalent provider) as a condition of listing and on a recurring basis, and represents that Pro has no undisclosed adverse criminal or public-records history relevant to the Services.

3.4 Ongoing eligibility. Pro's eligibility to receive jobs is conditioned on continuous compliance with this Section 3. Roger may suspend or remove Pro immediately if any requirement lapses.

4. Pricing and Fees

4.1 Pro sets the price. Pro sets the price for Pro's own Services. Roger does not set or control Pro's pricing.

4.2 Roger's fee. In consideration for the Platform, matching, booking, and payment processing, Pro agrees to pay Roger a platform fee on each job, charged only when the job is completed, at the rate in Roger's published fee schedule for the job's trade group and job total (currently 10% to 30%). The fee for each job is shown to Pro with the job offer, before Pro accepts. As an alternative, Pro may elect a flat monthly subscription of $300 to $500 per service category per metro, as listed in Roger's published pricing, in place of the per-job fee. There is no fee to receive or quote a job and no lead fee.

4.2A Jobs worked in a partner app. If Pro connects a Roger partner job-management app (currently DispatchMind) and works a Roger job there, the partner collects Roger's fee on Roger's behalf, at the partner rate shown to Pro when connecting (the published rate less 2 percentage points, never below 10%), from card payments as they are made and, for cash or check, on Pro's partner bill. Roger will not separately charge Pro for that job.

4.2B Payment through Roger. For any Roger job not worked in a partner app, the homeowner pays through Roger's checkout or pay link. Taking payment for a Roger job outside Roger is fee avoidance under Section 8.

4.3 Collection. Except as provided in 4.2A, Roger's fee is collected automatically as an application fee through the payment processor (Section 5). Pro authorizes Roger to deduct the fee from amounts collected before remitting the balance to Pro.

4.4 Changes. Roger may change the fee schedule prospectively on 30 days' written notice; the new schedule applies to jobs accepted after the notice period. Pro's continued use after the effective date is acceptance.

5. Payments, Merchant of Record, and Payouts

5.1 Processing. Payments are processed through a third-party processor (currently Stripe, including Stripe Connect). Pro must complete the processor's onboarding (identity, banking, tax) before receiving any payout. Pro authorizes Roger and the processor to collect from the homeowner, deduct Roger's fee, and remit the balance to Pro.

5.2 Merchant of record. Pro acknowledges that Roger is the merchant of record for card transactions on the Platform and that charges will appear on the homeowner's statement under Roger's name. This is a deliberate part of how the Platform operates.

5.3 Hold and capture. A card authorization ("hold") may be placed at booking and captured on completion; Pro will not be paid for a job that is canceled before completion.

5.4 Payout timing. Payouts follow the processor's standard schedule. Roger does not guarantee a specific payout speed and makes no representation about processor timing.

5.5 Refunds, reversals, and set-off. If a job is refunded, reversed, or partially captured, Roger and the processor may reverse the corresponding transfer and Roger's fee accordingly. Pro authorizes Roger to set off against current or future payouts any amount Pro owes Roger under this Agreement, including refunds, chargebacks, and indemnified amounts.

6. Chargebacks and Disputes

6.1 Because Roger is the merchant of record, a card dispute or chargeback is initially charged to Roger.

6.2 Pro is responsible for, and will reimburse and indemnify Roger for, any refund, chargeback, dispute amount, and associated processor fee that arises from or relates to Pro's Services, including non-performance, defective or incomplete work, no-shows, misconduct, or a homeowner dispute about the quality or scope of Pro's work. Roger may recover such amounts by set-off under Section 5.5.

6.3 Pro will cooperate and promptly provide documentation (photos, timestamps, communications) Roger needs to respond to any dispute.

7. Taxes

Pro is solely responsible for all taxes on amounts Pro earns. Roger will not withhold taxes. Pro will provide a completed IRS Form W-9 (or W-8 if applicable). Pro acknowledges the payment processor may issue a Form 1099-K reflecting Pro's gross transactions.

8. Non-Circumvention

For the term and for 12 months afterward, Pro will not knowingly solicit, divert, or accept off-Platform work from a homeowner first introduced to Pro through the Platform in a manner intended to avoid Roger's fee. This does not restrict Pro's general right to work for anyone; it prohibits only fee-avoidance on Roger-sourced homeowners.

9. Standards, Ratings, Suspension, and Removal

9.1 Pro will perform professionally, arrive within agreed windows, communicate promptly, and resolve issues in good faith.

9.2 Pro acknowledges Roger uses a ratings and quality system and that Pro's standing may affect job matching.

9.3 Roger may suspend or remove Pro at any time, effective immediately, for a license or insurance lapse, a failed background check, a safety issue, a homeowner-safety or property-damage claim, repeated low ratings, fraud, or material breach.

10. Homeowner Data, Communications, and Privacy

10.1 Roger grants Pro access to homeowner contact and job information solely to perform the specific job. Pro will not sell, rent, retain beyond what's needed, or use that information for marketing.

10.2 If Pro contacts homeowners, Pro will comply with all applicable communications laws (including the TCPA and Do-Not-Call rules) and obtain any required consent.

10.3 Pro will comply with applicable privacy laws and Roger's privacy policy as to homeowner data.

11. Confidentiality

Pro will keep confidential all non-public Roger information (pricing logic, business processes, data, and terms of this Agreement) and use it only to perform under this Agreement, during the term and for 2 years after.

12. Representations and Warranties

Pro represents and warrants that: (a) Pro has full authority to enter this Agreement; (b) Pro is and will remain properly licensed and insured under Section 3; (c) Pro's performance will not violate any law or third-party right; and (d) all information Pro provides to Roger is true and complete.

13. Indemnification

Pro will defend, indemnify, and hold harmless Roger, its members, and personnel from any claim, loss, liability, damage, penalty, or expense (including reasonable attorneys' fees) arising out of or relating to: (a) Pro's Services or work; (b) bodily injury, death, or property damage caused by Pro; (c) Pro's breach of this Agreement or of any law, license requirement, or third-party right; (d) Pro's employees or helpers; or (e) refunds/chargebacks under Section 6. Roger will notify Pro of any such claim and Pro will control the defense with counsel reasonably acceptable to Roger.

14. Limitation of Liability

To the maximum extent permitted by law, Roger will not be liable to Pro for any indirect, incidental, consequential, special, or punitive damages, or lost profits. Roger's total aggregate liability to Pro under this Agreement will not exceed the total platform fees Roger actually retained from Pro in the 3 months before the event giving rise to the claim.

15. Term and Termination

15.1 Term. This Agreement begins on the Effective Date and continues until terminated.

15.2 Termination for convenience. Either Party may terminate on 7 days' written notice.

15.3 Termination for cause. Roger may terminate immediately under Section 9.3 or for material breach. 15.4 In-flight jobs. Jobs already accepted should be completed (or reassigned by Roger); fees and payouts for completed work survive termination. 15.5 Survival. Sections 5.5, 6, 7, 8, 11, 13, 14, 16, and 17 survive termination.

16. Dispute Resolution; Governing Law

16.1 Governing law. Florida law governs, without regard to conflict-of-laws rules.

16.2 Arbitration. Any dispute arising out of or relating to this Agreement will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Rules, seated in Miami-Dade County, Florida. Judgment on the award may be entered in any court of competent jurisdiction. 16.3 Class waiver. Disputes will be brought only in an individual capacity, not as a plaintiff or class member in any class or representative proceeding. 16.4 Injunctive relief. Either Party may seek injunctive relief in court for breach of Sections 8, 10, or 11.

17. Miscellaneous

17.1 Entire agreement. This Agreement (plus any Roger platform terms referenced) is the entire agreement and supersedes prior understandings. 17.2 Amendment. Roger may update operational terms on notice; material changes require Pro's acceptance (including by continued use). 17.3 Assignment. Pro may not assign without Roger's consent; Roger may assign to an affiliate or successor. 17.4 Severability. If any provision is unenforceable, the rest remains in effect. 17.5 Waiver. No waiver is effective unless in writing. 17.6 Notices. Notices go to the email addresses on file.

17.7 Force majeure. Neither Party is liable for delays beyond its reasonable control. 17.8 Electronic signature. The Parties agree this Agreement may be signed and delivered electronically, and electronic signatures have the same effect as handwritten ones.

Acceptance

Pro accepts this Agreement electronically by checking the acceptance box and typing its name in Roger's contractor application. That typed name is Pro's signature under Section 17.8. Roger keeps a record of the name typed, the business name, the email address, the version of this Agreement and the date and time of acceptance, and will send Pro a copy on request at pros@rogerrepair.com.

Roger Repair LLC