KERCA Pro Marketplace Provider Agreement

1. Acceptance and electronic records

By creating or using a KERCA Pro account, clicking the acceptance button, or electronically signing, the Professional agrees to this Agreement, the Privacy Notice, Community and Review Standards, payment terms, and policies incorporated by reference. The signer represents that the signer is at least eighteen years old and has authority to bind the listed business. Electronic acceptance has the same force as a written signature to the fullest extent permitted by the Florida Electronic Signature Act, the Florida Uniform Electronic Transaction Act, and the federal E SIGN Act.

2. Platform role

KERCA provides technology that helps customers and independent service professionals find and communicate with one another. KERCA does not perform home services, construction, repairs, transportation, personal services, or other listed services. Unless KERCA expressly agrees otherwise in a separate signed writing, KERCA is not a party to the service contract, estimate, change order, warranty, or payment obligation between a Professional and a customer, and does not supervise the manner or means of the work.

3. Independent contractor relationship

The Professional is an independent contractor and not an employee, worker, agent, franchisee, partner, joint venturer, or representative of KERCA. The Professional chooses whether to accept each opportunity, sets or negotiates prices, selects work methods, controls availability and scheduling, supplies tools and equipment, bears business expenses, may use competing platforms, may serve other customers, and is responsible for taxes. Nothing in this Agreement creates authority to bind KERCA or make promises on KERCA's behalf. The parties intend to satisfy Florida Statutes section 451.02 where applicable.

• KERCA will not unilaterally prescribe specific hours during which the Professional must accept opportunities.
• KERCA will not prohibit the Professional from using other platforms or engaging in another occupation or business.
• The Professional bears all or substantially all expenses of performing services and is responsible for income, payroll, sales, and other taxes.

4. Account and truthful information

The Professional must provide accurate, current, and complete identity, ownership, contact, service, pricing, experience, credential, insurance, and payment information. The account may not be sold, transferred, shared with an unauthorized person, or used to misrepresent the identity of the person who will perform work. The Professional must promptly correct inaccurate information and protect login credentials.

5. Licenses permits and legal authority

The Professional represents and warrants that the Professional and every person performing services through the account are legally qualified and authorized for the specific service and location. The Professional must obtain and maintain every state, county, city, trade, occupational, business, and specialty license, registration, certification, permit, and qualifying agent required by law. The Professional may not advertise, bid, contract, pull permits, or perform work outside the scope of an active license or use another person's license improperly.

• The Professional must verify legal requirements before accepting each job, including work involving electrical, plumbing, HVAC, roofing, structural, pool, mold, asbestos, alarm, or other regulated work.
• The Professional must notify KERCA immediately of expiration, suspension, restriction, discipline, criminal charge materially related to platform safety, or loss of any required credential.
• KERCA may verify credentials with regulators, but a badge reflects only the information and review completed at a particular time and is not a guarantee of continuing status, fitness, safety, or workmanship.

6. Insurance and workers compensation

Before activation and while offering services, the Professional must maintain insurance appropriate to the services and risks. Unless KERCA approves a different category requirement in writing, minimum commercial general liability coverage is one million dollars per occurrence and two million dollars aggregate. The Professional must also maintain commercial automobile coverage when vehicles are used, professional liability when appropriate, and workers compensation coverage or a valid statutory exemption as required by Florida law. Upon request, the Professional must provide certificates directly verifiable with the insurer and name KERCA as an additional insured when commercially available and required by KERCA.

• Insurance does not limit the Professional's liability under this Agreement.
• The Professional must notify KERCA before cancellation, nonrenewal, lapse, or material reduction of coverage.
• Employees and subcontractors must be covered as required by law and policy terms.

7. Personnel subcontractors and background screening

The Professional is fully responsible for employees, helpers, agents, and subcontractors, including hiring, supervision, compensation, taxes, safety, licensing, insurance, conduct, and work quality. The Professional may not send an undisclosed person when customer safety or law requires disclosure. KERCA may require identity, credential, criminal, driving, or business screening to the extent permitted by law. Any consumer report authorization and legally required disclosure will be presented separately from this Agreement. The Professional must cooperate with lawful pre adverse and adverse action procedures when applicable.

8. Service standards and customer agreement

The Professional must communicate honestly, arrive and perform as agreed, use reasonable care, follow applicable codes and manufacturer instructions, protect persons and property, and complete services in a professional and workmanlike manner. Before work begins, the Professional must give the customer a clear written estimate or contract identifying the legal provider, scope, exclusions, price or pricing method, material responsibility, schedule, permits, deposit, payment schedule, cancellation terms, warranty, and change order process. The Professional alone is responsible for that customer agreement and all legally required notices.

9. Estimates deposits change orders and warranties

The Professional may not conceal mandatory fees, double charge, collect money for work the Professional cannot legally perform, or materially change price or scope without customer authorization. Deposits must comply with law and the customer agreement. Material changes must be documented in a written or electronically accepted change order before the additional work whenever practicable. The Professional must honor express warranties and any warranties imposed by law, and must make commercially reasonable efforts to correct material deviations from the agreed scope.

10. Safety property access and emergencies

The Professional is responsible for jobsite safety, protective equipment, hazardous materials, utility location, code compliance, lawful disposal, safeguarding keys and access codes, and preventing unauthorized access. KERCA is not an emergency service. The Professional must instruct users to contact 911, utilities, fire, police, or another appropriate authority when immediate danger exists. Weapons, threats, violence, harassment, intoxication, theft, and unsafe conduct are prohibited.

11. Communications monitoring and consent

KERCA may store, review, moderate, transcribe, and disclose in platform messages and related metadata as reasonably necessary for delivery, customer support, fraud prevention, safety, legal compliance, and dispute resolution, as described in the Privacy Notice. If a call may be recorded or transcribed, KERCA will provide a disclosure designed to obtain prior consent from all participants where required, including under Florida Statutes section 934.03. The Professional must not secretly record a customer or ignore a request to stop promotional calls, texts, or emails.

12. Calls texts and email

The Professional authorizes KERCA to send account, security, lead, appointment, payment, support, and transactional communications using contact information supplied by the Professional. Marketing consent, when requested, is optional and separate. The Professional must comply with the Telephone Consumer Protection Act, CAN SPAM Act, do not call rules, carrier requirements, and customer opt out requests. Customer contact information may be used only for the requested service and legitimate follow up, not resale, unrelated solicitation, or data enrichment.

13. Payments Stripe taxes and records

KERCA may use Stripe or another payment provider. The Professional must accept the provider's connected account terms and provide accurate onboarding information. The Professional is the seller of the services and is responsible for lawful charges, receipts, taxes, refunds, warranties, customer support, payment disputes, chargebacks, reserves, negative balances, and delivery of services. KERCA may deduct disclosed platform fees, processing fees, refunds, chargebacks, penalties, or amounts owed from available balances to the extent permitted by law and applicable payment terms.

• The Professional must maintain complete estimates, contracts, change orders, invoices, proof of completion, receipts, and communications for at least the period required by law.
• KERCA does not provide tax advice and may report payments or issue information returns where required.
• The Professional may not use the platform for money transmission, cash advances, fraudulent transfers, prohibited goods, or sanctions evasion.

14. Opportunity pricing and prepaid balance

The current rate is $12 per delivered customer contact, regardless of service or job size. The KERCA promotion includes two contacts per Professional per calendar month, in America/New_York, shared across manual and automatic modes. Unused promotional opportunities do not carry over. The count renews at midnight on the first day of each month. After the second included contact, profiles without active billing authorization and a payment method or sufficient balance are hidden from discovery for new requests until payment activation or the next monthly promotion renewal; KERCA displays payment activation; further paid automatic delivery requires a separate billing authorization and a payment card or sufficient prepaid balance. Existing delivered contacts retain their original charges. Automatic delivery requires explicit authorization of services, area and the rolling 7-day limit. Paid delivery also requires separate authorization of balance deductions and any saved-card billing. Promotional deliveries count toward that limit. New matching requests are automatically accepted and contact details unlocked; choosing not to contact the customer does not cancel the charge. Existing KERCA credit is used first. The remaining card balance is collected when it reaches $36 or 7 days after the first pending charge, whichever comes first. Card failures or unresolved billing pause new automatic deliveries. The Professional can pause future automatic deliveries; already delivered contacts remain payable. Activating or resuming applies only to requests created after that confirmation, with no retroactive automatic charges. Changes expanding services or area require a new confirmation. Accounts without automatic authorization and earlier requests retain manual acceptance: accepting charges the displayed amount from prepaid balance; declining a manual request incurs no charge. Manual spending limits apply only to manual acceptance. Up to three professionals may receive a request. Payment buys a contact, not a guaranteed hire, job value or customer response. Invalid, duplicate or out-of-scope requests may be reported for review; approved disputes are credited to the KERCA balance. Prepaid top-ups are optional one-time payments from $50 to $1,000 per transaction, not a subscription. Confirmed payments add KERCA credit; each applicable opportunity charge deducts from that credit. Unused credit remains on the account. Historical charges retain their original amounts. Contact support for payment errors and refund rights required by law. Customer service payments are separate.

15. Reviews ratings and platform integrity

Reviews must reflect genuine experience. The Professional may invite honest feedback but may not create, buy, sell, trade, condition compensation on positive sentiment, use undisclosed insider reviews, intimidate a reviewer, make groundless legal threats, or suppress truthful negative feedback. KERCA may label reviews according to the verification method, investigate manipulation, preserve evidence, remove prohibited material, or suspend accounts. A rating, badge, approval, identity check, background check, or credential indicator is informational and is not KERCA's endorsement or guarantee.

16. Content and intellectual property

The Professional retains ownership of content the Professional lawfully owns. The Professional grants KERCA a worldwide, nonexclusive, royalty free, transferable and sublicensable license to host, reproduce, format, display, distribute, and use profile information, logos, photos, videos, estimates, descriptions, and other submitted content to operate, secure, improve, and promote the platform and the Professional's services. The Professional represents that all content is authentic, lawful, accurate, noninfringing, and supported by necessary owner, customer, employee, and property releases. Images represented as completed work must depict genuine work and may not be AI generated or materially deceptive.

17. Prohibited conduct

The Professional may not engage in fraud, discrimination, harassment, unlawful surveillance, unsafe services, identity deception, credential sharing, fake reviews, spam, hacking, scraping, malware, intellectual property infringement, misuse of personal information, bribery, theft, illegal work, prohibited payment activity, or interference with platform security. The Professional may not evade a fee that the platform clearly requires for a transaction, manipulate lead or usage limits, or use customer information to recruit for unrelated purposes.

18. Privacy confidentiality and data security

The Professional must follow the KERCA Privacy Notice and use reasonable administrative, technical, and physical safeguards. Government identification, insurance records, financial information, geolocation, passwords, customer addresses, access instructions, photos, and messages must be protected and retained only as necessary. The Professional must notify KERCA immediately of unauthorized access, loss, disclosure, account compromise, legal demand, or suspected breach involving KERCA or customer data, and cooperate with investigation and notice obligations under Florida Statutes section 501.171 and other applicable law.

19. Complaints disputes and cooperation

The Professional and customer should first attempt good faith resolution. KERCA may request records, temporarily hold platform privileges or disputed funds where legally permitted, facilitate communication, report suspected crime, or refer the parties to mediation. KERCA is not obligated to adjudicate the quality of work or pay a claim. The Professional must cooperate promptly, preserve evidence, and respond accurately. KERCA may disclose relevant information when authorized, legally required, or reasonably necessary to protect users and the platform.

20. Suspension termination and survival

KERCA may reject, restrict, hide, suspend, or terminate an account or specific service category for safety risk, false information, credential or insurance lapse, excessive complaints, suspected fraud, legal noncompliance, nonpayment, misuse, or breach of policy. When circumstances permit, KERCA may provide notice and an opportunity to respond, but immediate action may be taken to prevent harm. The Professional may close the account subject to outstanding obligations. Provisions concerning payments, taxes, records, content licenses, confidentiality, disclaimers, liability, indemnity, releases, disputes, and general terms survive termination.

21. No warranty by KERCA

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED AS IS AND AS AVAILABLE. KERCA DOES NOT GUARANTEE LEADS, JOBS, REVENUE, PAYMENT, CUSTOMER IDENTITY, CUSTOMER CONDUCT, CREDENTIAL STATUS, WORK QUALITY, FITNESS, SAFETY, AVAILABILITY, CONTINUOUS OPERATION, OR A PARTICULAR RESULT. KERCA'S REVIEW OR DISPLAY OF INFORMATION DOES NOT REPLACE THE PROFESSIONAL'S OR CUSTOMER'S DUE DILIGENCE. NONWAIVABLE WARRANTIES AND RIGHTS REMAIN UNAFFECTED.

22. Limitation of KERCA liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KERCA AND ITS OWNERS, AFFILIATES, PERSONNEL, AND VENDORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA, LOST OPPORTUNITIES, PROPERTY DAMAGE, PERSONAL INJURY, OR USER CONDUCT ARISING FROM SERVICES PROVIDED BY USERS. KERCA'S AGGREGATE LIABILITY ARISING FROM THE PLATFORM WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS OR PLATFORM FEES PAID BY THE PROFESSIONAL TO KERCA DURING THE TWELVE MONTHS BEFORE THE EVENT. THIS LIMIT DOES NOT APPLY WHERE PROHIBITED OR TO LIABILITY THAT CANNOT LAWFULLY BE LIMITED.

23. Indemnification

To the fullest extent permitted by law, the Professional will defend, indemnify, and hold harmless KERCA and its owners, affiliates, personnel, and vendors from claims, demands, investigations, losses, judgments, penalties, liens, damages, and reasonable legal costs arising from the Professional's services; acts or omissions; employees or subcontractors; injury or property damage; customer contract; taxes; content; violation of law; breach of this Agreement; or infringement of another person's rights. KERCA may control the defense of a covered claim, and the Professional may not settle a claim imposing liability or admission on KERCA without written consent. This clause does not require indemnification for conduct that cannot lawfully be indemnified.

24. Release between users

Because KERCA is not the provider or customer, the Professional releases KERCA from claims arising solely from a customer's acts, omissions, property, instructions, payment default, or user to user dispute, except to the extent caused by KERCA's own nonwaivable liability. This release does not waive rights that applicable law does not allow the Professional to waive.

25. Informal resolution arbitration and class waiver

Before filing a claim against KERCA, the claimant must send a detailed written notice using the legal notice method then displayed by KERCA and allow thirty days for good faith informal resolution. Except for an eligible individual small claims action, intellectual property injunctive relief, or a claim that law makes nonarbitrable, disputes between the Professional and KERCA will be resolved by individual binding arbitration under the Federal Arbitration Act and the applicable rules of the American Arbitration Association. No class, collective, consolidated, representative, or private attorney general proceeding is permitted. The arbitrator may award individual relief available in court. The Professional may opt out of arbitration by sending a signed notice within thirty days after first accepting this Agreement. This section must be reviewed by Florida counsel before use and will apply only to the extent enforceable.

26. Governing law and general terms

Florida law governs without regard to conflict rules, except that the Federal Arbitration Act governs arbitration. For matters properly heard in court, the parties consent to state or federal courts in Hillsborough County, Florida, unless mandatory law requires another forum. If a provision is unenforceable, it will be limited or severed while the remainder continues. No waiver is continuing. The Professional may not assign this Agreement without KERCA's written consent; KERCA may assign it in connection with a reorganization, financing, or transfer of the platform. Electronic notices are effective when sent to the account email or displayed in the app. The Agreement, incorporated policies, and transaction specific terms are the entire agreement concerning platform use.

27. Changes to terms

KERCA may update these terms for legal, safety, operational, or product reasons. KERCA will identify the effective date and provide reasonable notice of material changes. Continued use after the effective date constitutes acceptance only where permitted by law. KERCA will request a new affirmative acceptance when legally required or when a material change affects arbitration, payment authorization, data use, or another right requiring renewed consent.