SERVICE PROVIDER MARKETPLACE ADDENDUM 

TO THE

PROPERLY TERMS OF SERVICE 

Last updated: October 1, 2019

This Service Provider Marketplace Addendum (“Addendum”) is a binding legal agreement that modifies the Properly Terms of Service (the “Terms”, and collectively with the Addendum, this “Agreement”).  Any capitalized term used in this Addendum, but not defined herein, has the meaning set forth in the Terms.

PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY CLICKING “CONTINUE,” DOWNLOADING OUR MOBILE APP, OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, IN ADDITION TO THE PROPERLY TERMS OF SERVICE.

1. Background
   • 1.1 Platform Description.  Properly created and operates the Platform, an online marketplace that connects Hosts who manage vacation rental properties with fully-licensed (to the extent required by applicable law) and qualified Service Providers who are in the business of providing home cleaning, maintenance and other on-site services for vacation rental listings (the “Services”). The Platform includes both web-based and mobile application-based portals through which Hosts may connect with a network of Service Providers with whom they may arrange a variety of Services.
   • 1.2 Relationship.  Properly and Service Provider acknowledge and agree that the Services are outside the usual course of Properly’s business and that the Services will be performed outside all of the places of Properly’s business. Properly and Service Provider also acknowledge and agree that Properly is not hiring or retaining Service Provider as a service provider to Properly, and accordingly is not the hiring entity of Service Provider. Properly’s role is limited to offering the Platform as a source of communication and referrals for Hosts and Service Providers and facilitating payments from Hosts to Service Providers.  Service Provider understands and intends that Service Provider will provide Services to Hosts strictly as an independently-owned and operated business enterprise, and not as an employee, worker, agent, joint venturer, partner, or franchisee of Properly or any Host for any purpose. Properly does not provide the Services or employ individuals to perform the Services.
2. Qualifications.
   • 2.1 Representations. Service Provider represents and warrants to Properly that: (a) Service Provider has the legal right to provide the Services that are contemplated by this Agreement in the jurisdiction where such Services will be provided; (b) Service Provider is fully licensed (to the extent required by applicable law), qualified, and authorized to provide the Services contemplated by this Agreement within the jurisdiction in which Service Provider intends to offer said Services, and has the required skill, experience, licenses, and qualifications to perform the Services; (c) Service Provider shall perform the Services in accordance with best industry standards for similar services and shall ensure that Service Provider’s personnel used by the Service Provider in relation to the delivery of Services shall do likewise, including the completion of all Jobs referred to Service Provider that Service Provider opts to accept through the Platform; and (d) Service Provider shall perform the Services in accordance with all applicable laws, rules and regulations. In those jurisdictions where a license, permit, or certification is required to perform the Services, Service Provider shall, upon reasonable request, provide proof to Properly of all necessary licenses, permits, and/or certifications before Service Provider provides any such Services in connection with this Agreement. Service Provider represents that Service Provider is customarily engaged in an independently established trade, occupation, profession and/or business offering Services to the general public and/or that Service Provider maintains a principal place of business in connection with Service Provider’s trade, occupation, profession and/or business that is eligible for a business deduction for federal income tax purposes.
   • 2.2 Background Checks.  Before receiving access to the Platform, Service Provider may be required to submit to and pass a background check through Properly’s background check provider. After receiving access to the Platform, Properly may from time to time in its reasonable discretion and in accordance with applicable law, conduct additional background checks on Service Provider through Properly’s background check provider. Properly conducts background checks in accordance with applicable law.
3. Use of the Platform.
   • • • 3.1 Job Postings.  From time to time, in their sole and complete discretion, Hosts will post Jobs on the Platform for syndication to Service Providers. Jobs posted will include a date, location, time frame in which Services are requested to be completed (the “Timeframe”), an estimate of time necessary to complete the work (the “Estimated Work Time”), and the scope of service (the “Checklist”). These requirements are entirely at the discretion of Host and Properly takes no role in defining the requirements or method to complete this work.  Service Provider will then have the opportunity to review such Jobs and to accept those Jobs, or decline to accept those Jobs, in Service Provider’s sole and complete discretion. Properly does not guarantee any minimum number of Jobs will be available to Service Provider at any point during the term of this Agreement. Service Provider is not obligated by Properly or this Agreement to review the Jobs posted or to accept any Jobs posted by any Host at any time.
       • 3.2 Bookings.  Once a Service Provider accepts a Job, the Platform will confirm with the Service Provider and Host that the Job has been booked by the Service Provider. Once a Job is booked, a contract is formed directly between the Host and Service Provider for Service Provider to complete the Job. Service Provider hereby appoints Properly to be its disclosed agent for the purposes of entering into such a contract with the Host with respect to those Jobs accepted by Service Provider. Service Provider acknowledges and agrees that the formation of a contract is between Host and Service Provider (even though Properly is Service Provider’s disclosed agent for the purposes of entering into a contract with the Host) and that such formation will not, under any circumstance, create an employment or other service relationship between Properly and Service Provider, or a partnership or joint venture between Service Provider and Properly. Service Provider agrees that Service Provider’s name, phone number, and likeness may be provided or made available to Host by or on behalf of Properly after the Job is booked.
       • 3.3 Code of Conduct.  To ensure that the Platform remains a reliable source of referrals and to ensure all Service Providers are able to have access to available Jobs, once Service Provider has accepted a Job, Service Provider must adhere to the Platform Code of Conduct.  This includes the following requirements:
         • Non-Cancellation. Service Providers will not cancel Jobs they have booked; except that, up to three times per calendar quarter, Service Providers may cancel a Job with at least 24 hours’ notice.
         • Timeliness. Service Providers must be on time and arrive at the specified location within 30 minutes of the start time provided by the Job Requester in the Job.
         • Correct Usage of Platform Tools. Service Providers must report their arrival and departure time accurately by checking in for a Job through the Platform when they arrive on location and checking out for the Job while still on location after providing the requisite Services.  Properly may confirm Service Provider’s location through Location Services at any time that Service Provider is checked in for a Job or immediately after Service Provider checks out of a Job. Service Providers must check off all tasks completed, and take any photos requested.
         • No-Shows. Service Providers are not permitted to “no-show” for a job.  No-show is defined as a failure to report for a booked Job or a cancellation within twelve (12) hours of the scheduled start time.
         • Thoroughness. Service Providers must spend at least the amount of time specified by the Host in the Job posting at the Job location.
4. Independence
   • 4.1 Intent.  Properly is interested only in the results to be achieved by Service Provider: completion of each accepted Job in accordance with Host’s specifications as detailed by Host. Service Provider is solely responsible for determining the manner and method of performing all Jobs under this Agreement.
   • 4.2 No Control.  Service Provider shall be, at all times while this Agreement is in effect, both under the terms of this Agreement and in fact, free from Properly’s supervision, control and direction in the performance of the Services. Properly shall not control or have any right to control the manner or means by which Service Provider performs the Services, including but not limited to the time and place Service Provider performs the Services, the Jobs Service Provider selects, the tools and materials used by Service Provider to complete the Jobs, the helpers, assistants, subcontractors or other personnel (if any) used by Service Provider in completing Jobs, or the manner in which Service Provider completes the Jobs.
   • 4.3 Costs of Operation.  Service Provider is solely responsible for any costs or expenses incurred by Service Provider in connection with the operation of Service Provider’s business and the performance of the Services. Service Provider shall furnish and maintain, at Service Provider’s own expense, the tools, equipment, supplies, and other materials used to perform the Services. Service Provider, at Service Provider’s sole discretion, shall determine what equipment, supplies, and materials are necessary to perform the Services, and where, when, and at what cost, to purchase or obtain any necessary equipment, supplies, tools, and materials.
   • 4.4 Insurance.  Service Provider will maintain at all times during the term of this Agreement,   in full force and effect adequate workers’ compensation (or, if permitted by law, occupational accident insurance), unemployment, disability and worker’s compensation, liability, and other forms of insurance, in each case with insurers reasonably acceptable to Properly, with policy limits sufficient to protect and indemnify Properly and the Properly Entities from any losses resulting from the conduct, acts, or omissions of Service Provider or Service Provider’s personnel.
   • 4.5 Job Selection.  Service Provider may choose which Jobs to accept in Service Provider’s sole discretion, and each Job referred and accepted is treated as a separate service arrangement.  Accordingly, the parties acknowledge that the term of this Agreement does not reflect an uninterrupted service arrangement.
   • 4.6 Other Business Activities.  Service Provider may be engaged or employed in any other business, trade, profession, or other activity, including providing services to customers booked through means other than the Platform, including other web-based portals, smartphone applications, and/or platforms.
5. Payment to Service Providers.  In addition to the payment provisions set forth in the Terms, the following provisions also apply to payments made through the Platform to Service Providers.
   • 5.1 Payment.  When Service Provider completes a Job, Service Provider will submit confirmation that the Job is complete to the Host and Properly through the Platform. Once the Host makes or provides payment for the Job to Properly, Properly will transmit payment (less Booking Fees) to Service Provider, whether in Service Provider’s capacity as a sole proprietorship or other corporate entity, via Properly’s payment processor. If Properly so directs, Service Provider will bill Host directly, and Properly will invoice Service Provider for the Booking Fees. 
   • 5.2 Nonpayment.  If Host fails to pay or chooses not to pay Service Provider for a completed Job, Properly will not make any payment to Service Provider for such Job.  Properly may (but is not required to) assist Service Provider in contacting Host to determine why payment was withheld.  The contract regarding each Job and the corresponding payment is only between Service Provider and Host as set forth in Section 3.2.  Any payments made by Properly to Service Provider are made only on behalf of the Host, and Properly is not required to make payment for any Job if the Host fails to pay, or chooses not to pay, the Service Provider for such Job.
   • 5.3 Fees.  Properly may deduct certain fees described at [ADD WEB PAGE NAME AND LINK] (“Booking Fees”) from payments due to Service Provider hereunder as Properly’s compensation for Premium Services such as referring Jobs and facilitating payment from Host to Service Provider and, where applicable, for certain other liabilities incurred by Properly due to Service Provider’s failure to comply with the Code of Conduct (such as Properly’s effort to locate and deploy a replacement Service Provider on short notice if Service Provider fails to perform a booked Job).  Service Provider agrees to pay the Booking Fees and authorizes Properly to withhold and retain the Booking Fees from payments due to Service Provider hereunder. 
   • 5.4 Taxes.  If applicable, Properly will report the payments paid to Service Provider under this Agreement by filing the relevant tax forms with the appropriate government agencies as may be required by law (such as, in the United States, by filing Form 1099 with the Internal Revenue Service).
   • 5.5 Following Termination.  After any expiration or termination of this Agreement, Properly shall pay Service Provider any outstanding earned amounts as set forth herein.
6. Indemnification. In addition to the indemnity set forth in the Terms, Service Provider shall also defend and indemnify the Properly Entities from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable legal fees) arising out of or resulting from Service Provider’s use of the Platform, including, but not limited to: (a) bodily injury, death of any person, theft or damage to real or tangible, personal property resulting from Service Provider’s acts or omission or the acts or omissions of Service Provider’s Personnel;  (b) any failure by Service Provider or Service Provider’s Personnel to perform the Services in accordance with applicable law; (c) any negligent, reckless or act of Service Provider or Service Provider’s Personnel; (d) any determination by a court or agency that Service Provider or any of Service Provider’s Personnel are an employee of Properly or its affiliates and any related claims or liabilities (such as liabilities related to tax withholding or benefits), or liability relating to any employment related claim by Service Provider or any of Service Provider’s Personnel; (e) any failure by Service Provider to comply with applicable laws with respect to Service Provider’s Personnel or any claims related in any way to Service Provider’s Personnel; (f) claims that otherwise arise from Services  provided under this Agreement or Service Provider’s use of the Platform.
7. Privacy.  Service Provider understands that in performing the Services, Service Provider will receive certain private and/or confidential information regarding the Hosts and will have access to their homes and personal belongings. Except upon order of government authority (e.g., court, administrative agency) having jurisdiction, or upon written consent by the Host and Properly, Service Provider agrees that Service Provider shall not publish, disseminate or disclose, for Service Provider’s own benefit or the benefit of any third party, any confidential information regarding the Hosts, including addresses, telephone numbers, information about individuals who own, rent, or otherwise stay in or otherwise use the homes or facilities in which Service Provider provides Services, financial information, and any other information Service Provider obtains as a result of providing the Services. Such confidential information that is protected also includes any material or information provided to, or created by, a Host (or by Properly on behalf of a Host) that provides information about potential Jobs under this Agreement, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Service Provider further agrees not to engage in any activity which violates the privacy of any Host, including, but not limited to, taking unauthorized photographs or making unauthorized audio or video recordings of a Host or Service Provider’s homes or personal belongings, or publishing, disseminating or disclosing any such photographs or recordings.
8. Survival. Upon any expiration or termination of the Agreement, the following provisions will survive: (a) any provisions of the Terms that survive pursuant to the termination provision thereof, (b) any obligation of either party, accrued prior to such expiration or termination, to pay money to the other party, and (c) Sections 5 through 9 of this Addendum. 
9. Precedence. To the extent the provisions of this Addendum conflict with the provisions of the Terms, the provisions of this Addendum will control.