Contractor Agreement

ARTICLE 1 INDEPENDENT CONTRACTOR RELATIONSHIP Contractor acknowledges and agrees that Contractor is an independent contractor and is not an employee, agent, representative, partner, joint venturer, franchisee, fiduciary, subcontractor, or legal representative of Homifi. Nothing in this Agreement, the Platform, or any transaction facilitated through the Platform shall create any agency, partnership, joint venture, employment, franchise, fiduciary, or similar relationship between Homifi and Contractor. Contractor shall have no authority to bind Homifi to any contract, warranty, representation, promise, commitment, obligation, or liability of any kind. Contractor shall not represent to any person that Contractor is acting on behalf of Homifi. ARTICLE 2 CONTRACTOR'S EXCLUSIVE RESPONSIBILITY Contractor shall be solely responsible for: (a) all services performed; (b) all labor and materials supplied; (c) all employees, subcontractors, and suppliers; (d) all permits and inspections; (e) compliance with applicable laws, codes, and regulations; (f) workplace safety; (g) project supervision; (h) customer communications; (i) project completion; and (j) all warranties relating to Contractor's services. Homifi shall have no responsibility for supervising, directing, controlling, inspecting, or evaluating Contractor's work. ARTICLE 3 NO LIABILITY OF HOMIFI Contractor acknowledges that Homifi operates solely as a technology platform and payment facilitator. Homifi does not perform construction, repair, maintenance, installation, remodeling, renovation, inspection, engineering, architectural, consulting, or contracting services. Contractor agrees that Homifi shall have no liability whatsoever arising out of: (a) Contractor's services; (b) Contractor's employees; (c) Contractor's subcontractors; (d) project delays; (e) construction defects; (f) property damage; (g) personal injury; (h) death; (i) code violations; (j) permit issues; (k) warranty claims; (l) mechanic's liens; (m) payment disputes between Contractor and Homeowner; or (n) any act or omission of Contractor. ARTICLE 4 DEFENSE, INDEMNIFICATION, AND HOLD HARMLESS Contractor shall defend, indemnify, and hold harmless Homifi, its parent companies, subsidiaries, affiliates, owners, members, managers, officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, lawsuits, actions, causes of action, damages, liabilities, losses, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys' fees and expert witness fees, arising out of or related to: (a) Contractor's services; (b) Contractor's acts or omissions; (c) negligence or gross negligence of Contractor; (d) misconduct by Contractor; (e) breach of contract; (f) breach of warranty; (g) bodily injury claims; (h) death claims; (i) property damage claims; (j) construction defect claims; (k) employment-related claims; (l) wage and hour claims; (m) mechanic's liens; (n) licensing violations; (o) code violations; (p) violations of law; and (q) any claim by a Homeowner, governmental entity, subcontractor, employee, supplier, or third party relating to Contractor's services. This duty to defend shall arise immediately upon written notice from Homifi and shall apply regardless of whether Homifi is alleged to be independently negligent, except to the extent prohibited by applicable law. Contractor's indemnification obligations shall apply regardless of whether Homifi designated Contractor as an Approved Contractor, Verified Contractor, Recommended Contractor, Preferred Contractor, or similar designation. ARTICLE 5 INSURANCE REQUIREMENTS Contractor shall maintain throughout participation on the Platform: (a) Commercial General Liability Insurance with limits not less than $1,000,000 per occurrence and $2,000,000 aggregate; (b) Workers' Compensation Insurance as required by law; (c) Employer's Liability Insurance; (d) Commercial Automobile Liability Insurance where applicable; and (e) Any other insurance required by law. Upon request, Contractor shall provide certificates of insurance. Where commercially available, Contractor shall cause Homifi to be named as an additional insured on Contractor's Commercial General Liability policy. ARTICLE 6 NO RELIANCE ON HOMIFI Contractor acknowledges that Homifi makes no representations regarding: (a) the financial condition of Homeowners; (b) collectability of payments; (c) project suitability; (d) project safety; (e) project legality; or (f) the accuracy of information provided by Homeowners. Contractor accepts all risks associated with performing services for Homeowners obtained through the Platform. ARTICLE 7 THIRD-PARTY BENEFICIARY STATUS Contractor agrees that Homifi shall be an intended third-party beneficiary of any agreement between Contractor and Homeowner. Homifi shall have the right to enforce any provision relating to: (a) indemnification; (b) limitation of liability; (c) insurance obligations; (d) defense obligations; (e) dispute resolution; and (f) risk allocation. Homifi may enforce such provisions directly as though Homifi were an original party to the agreement. ARTICLE 8 LIMITATION OF LIABILITY To the maximum extent permitted by law, Homifi shall not be liable to Contractor for any indirect, incidental, consequential, special, punitive, or exemplary damages. In no event shall Homifi's aggregate liability exceed the total service fees actually retained by Homifi from Contractor during the six months immediately preceding the event giving rise to the claim.