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Provider Agreement

⚠️ DRAFT — FOR INTERNAL REVIEW ONLY. NOT LEGAL ADVICE. This document was generated as a starting point and MUST be reviewed, completed, and approved by a licensed attorney before it is published or relied upon. Bracketed [PLACEHOLDERS] mark information that must be supplied or decisions that must be made.

YARDLY INDEPENDENT CONTRACTOR (PROVIDER) AGREEMENT

Effective Date: [EFFECTIVE DATE]

This Independent Contractor (Provider) Agreement ("Agreement") is entered into between [LEGAL ENTITY NAME], a [ENTITY TYPE] organized under the laws of [STATE OF FORMATION], with a registered address at [REGISTERED ADDRESS] ("Yardly," "we," "us," or "Company"), and the independent contractor who accepts this Agreement electronically ("Provider," "you," or "Contractor"). Yardly and Provider are each a "Party" and together the "Parties."

PLAIN-LANGUAGE SUMMARY (non-binding): Yardly operates a mobile marketplace app ("Yardly Platform" or "Platform") that connects homeowners who want lawn-care services ("Homeowners") with independent lawn-care contractors like you. Yardly does not perform lawn-care services and is not your employer. You run your own independent business: you choose which jobs to accept, when to work, how to do the work, and what equipment to use. This Agreement explains the rules of using the Platform, how you get paid, and the legal terms between you and Yardly. The plain-language summaries in this Agreement are provided for convenience only; the numbered, full-text provisions control.

1. ACCEPTANCE AND ELIGIBILITY

1.1 Acceptance. By tapping "I Agree" (or similar), creating a Provider account, or accepting or performing any job through the Platform, you agree to be bound by this Agreement, the Yardly [PROVIDER TERMS OF SERVICE], the Yardly [PRIVACY POLICY], and any policies, guidelines, or standards Yardly publishes and updates from time to time (collectively, the "Provider Policies"), all of which are incorporated by reference.

1.2 Eligibility Requirements. You represent and warrant that you:     (a) are at least 18 years of age;     (b) are legally authorized to work and to provide lawn-care services in the State of Texas and in any [VENUE/COUNTY] or jurisdiction in which you operate;     (c) own or have the lawful right to use all equipment, vehicles, and tools you use to perform services;     (d) hold all licenses, permits, and registrations required by applicable law to provide lawn-care and any related services you offer (including, where applicable, [PESTICIDE/HERBICIDE APPLICATOR LICENSING REQUIREMENTS — confirm whether Yardly permits chemical application services at launch]); and     (e) maintain any insurance required by this Agreement (see Section 9) and by applicable law.

1.3 Business Entity Providers. If you accept this Agreement on behalf of a business entity, you represent that you have authority to bind that entity, and "Provider" refers to both you individually and that entity, who shall be jointly and severally responsible under this Agreement.

2. INDEPENDENT CONTRACTOR RELATIONSHIP

PLAIN-LANGUAGE SUMMARY: You are an independent business, not a Yardly employee. You don't get employee benefits, and you control how you do your work.

2.1 Independent Contractor Status. Provider is an independent contractor of Yardly. Nothing in this Agreement creates, and the Parties expressly disclaim, any employment, agency, partnership, joint venture, or franchise relationship. Provider is not an employee, agent, or representative of Yardly for any purpose.

2.2 No Control Over Means and Methods. Provider retains sole and exclusive control over the manner, means, methods, and details of performing lawn-care services, including:     (a) whether, when, and how often to log in to the Platform and accept or decline any job, with no obligation to accept any minimum number of jobs;     (b) the schedule, route, and hours Provider works;     (c) the equipment, tools, vehicles, and supplies Provider uses (all supplied at Provider's own expense);     (d) the techniques and work methods used to complete a job; and     (e) whether to engage qualified helpers or employees of Provider's own (subject to Section 6.5).

2.3 No Exclusivity. This Agreement is non-exclusive. Provider is free to provide lawn-care or other services to other customers, platforms, or businesses, including competitors of Yardly, and to operate Provider's own independent business, at any time.

2.4 No Employee Benefits. Provider is not eligible for and waives any claim to any employee benefits from Yardly, including health insurance, retirement or 401(k) contributions, paid time off, sick leave, vacation, workers' compensation (except as required by law or separately elected — see Section 9.4), unemployment insurance, disability insurance, or any other benefit Yardly provides to its employees, if any.

2.5 No Authority to Bind. Provider has no authority to enter into contracts, make representations, incur obligations, or otherwise act on behalf of or bind Yardly, and shall not hold itself out as having such authority or as an employee or agent of Yardly.

2.6 Acknowledgement of Classification. Provider acknowledges and agrees that the independent-contractor classification is a material term of this Agreement and that the commission, payout, and other economic terms reflect that classification. [ATTORNEY INPUT: assess Texas and federal worker-classification tests (including IRS common-law factors and any applicable ABC-style analysis), and consider an arbitration carve-out / class-action waiver strategy in Section 16 in light of misclassification-claim exposure.]

3. THE YARDLY PLATFORM AND ROLE OF YARDLY

3.1 Platform Only. Yardly provides a technology platform that facilitates connections, matching, scheduling, communication, and payment processing between Homeowners and Providers. Yardly does not provide lawn-care services, does not direct or supervise the performance of services, and is not a party to the service contract formed between Provider and Homeowner.

3.2 Service Contract Between Provider and Homeowner. When Provider accepts a job, a direct service contract is formed between Provider and the Homeowner for the performance of that job. Provider is solely responsible for performing the services to the Homeowner's reasonable satisfaction.

3.3 Merchant of Record. Yardly acts as the merchant of record for transactions processed through the Platform. Payment processing is performed by Stripe ("Payment Processor"). Yardly and the Payment Processor handle billing and collection of amounts owed by Homeowners and remit Provider payouts as described in Section 7.

3.4 No Guarantee of Jobs or Income. Yardly does not guarantee any number of jobs, any volume of leads, any level of earnings, or continuous availability of the Platform. Demand fluctuates and is outside Yardly's control.

3.5 Changes to the Platform. Yardly may modify, suspend, or discontinue any feature of the Platform, the Provider Policies, or the commission structure at any time, subject to Section 18.2 (notice of changes).

4. ONBOARDING, BACKGROUND CHECKS, AND VERIFICATION

PLAIN-LANGUAGE SUMMARY: To use Yardly, you give us accurate information and consent to identity and background screening. Some of this screening is still being built and will roll out later.

4.1 Account Information. Provider shall provide accurate, current, and complete information during onboarding and keep it updated, including legal name, contact information, service area, equipment, licensing/insurance information, and (when required) tax and payout information (see Sections 7 and 8).

4.2 Identity Verification and KYC. Provider consents to identity verification and "know-your-customer" (KYC) checks as a condition of receiving payouts. [FORTHCOMING: Provider identity verification and KYC are planned but not yet fully implemented. Specific verification vendors, data elements, and procedures are [TO BE DETERMINED] and will be governed by the Privacy Policy and any [KYC/IDENTITY VERIFICATION ADDENDUM].]

4.3 Background Checks (FCRA). Provider acknowledges that Yardly intends to require criminal, identity, and/or driving-record background checks as a condition of providing services.     (a) Forthcoming. [FORTHCOMING: Background screening is planned but not yet implemented. The screening vendor (a consumer reporting agency), the categories of reports obtained, and adjudication criteria are [TO BE DETERMINED].]     (b) FCRA Consent. When implemented, background checks will be conducted in compliance with the federal Fair Credit Reporting Act ("FCRA") and applicable state law. Yardly will provide the required stand-alone FCRA disclosure and obtain Provider's separate written authorization before procuring any "consumer report" or "investigative consumer report," and will follow the FCRA's pre-adverse-action and adverse-action notice procedures before denying or terminating access based on such a report. [ATTORNEY INPUT: prepare FCRA-compliant stand-alone disclosure and authorization forms; confirm Texas and any other applicable state background-check and "ban-the-box" requirements.]     (c) Ongoing Screening. Provider consents to periodic re-screening during the term, subject to the same FCRA procedures.

4.4 Accuracy of Representations. Provider's licensing, insurance, eligibility, and onboarding representations are continuing representations. Provider shall promptly notify Yardly of any change that makes any representation untrue (e.g., a lapsed license, expired insurance, or a new disqualifying event).

4.5 Right to Decline or Remove. Yardly may decline, suspend, or remove any Provider who fails verification, provides false information, or no longer meets eligibility requirements, subject to applicable law (including FCRA adverse-action procedures where applicable).

5. SERVICE STANDARDS AND CONDUCT

5.1 Quality of Service. Provider shall perform all services in a professional, competent, safe, and workmanlike manner consistent with industry standards and any reasonable service standards published in the Provider Policies.

5.2 Compliance with Law. Provider shall comply with all applicable federal, state, and local laws, ordinances, and regulations in performing services, including those governing lawn care, chemical/pesticide use (if applicable), waste disposal, noise, safety, vehicle operation, and licensing.

5.3 Professional Conduct. Provider shall:     (a) treat Homeowners, their property, household members, pets, and neighbors with courtesy and respect;     (b) refrain from harassment, discrimination, violence, threats, intoxication while working, theft, or any unlawful conduct;     (c) communicate professionally through the Platform and honor accepted jobs, arrival windows, and reasonable Homeowner instructions regarding scope and property access;     (d) not solicit Homeowners to transact off-Platform in a manner that circumvents Yardly fees (see Section 7.7); and     (e) not engage in fraudulent, deceptive, or manipulative use of the Platform (including falsifying job completion, GPS location, before/after photos, or reviews).

5.4 Photos and Job Documentation. Provider may be required to capture before/after yard photos and to mark jobs complete through the Platform. Provider represents that such photos accurately depict the work performed and that Provider has the right to capture them (see Sections 10 and 11).

5.5 Safety. Provider is solely responsible for the safe operation of equipment and vehicles, for the safety of Provider's helpers, and for avoiding harm to persons and property at the job site.

5.6 Ratings and Standards. Homeowners may rate and review Provider. Yardly may set minimum rating, completion, cancellation, and responsiveness thresholds. Failure to meet published standards may result in [WARNINGS / TEMPORARY DEACTIVATION / REMOVAL — confirm graduated enforcement policy], subject to Section 13.

6. PROVIDER OBLIGATIONS, EQUIPMENT, AND EXPENSES

6.1 Own Tools and Equipment. Provider shall furnish, at Provider's sole expense, all equipment, tools, supplies, fuel, vehicles, and materials necessary to perform services.

6.2 Own Expenses. Provider is solely responsible for all costs of operating Provider's business, including equipment, maintenance, fuel, transportation, supplies, licenses, permits, insurance, phone/data, and taxes. Yardly does not reimburse Provider expenses.

6.3 Service Area. Provider designates its service area(s) through the Platform and is responsible for traveling to and from job sites.

6.4 Licenses and Permits. Provider shall obtain and maintain all licenses and permits required for its services and provide proof upon request.

6.5 Helpers and Subcontractors. Provider may engage its own qualified employees or helpers to perform services, provided that: (a) Provider remains fully responsible for the work and for those individuals' conduct, compliance, and compensation; (b) such individuals meet applicable eligibility, licensing, and (when implemented) background-screening requirements; and (c) Provider is solely responsible for all wages, taxes, withholdings, insurance, and legal obligations relating to such individuals. [ATTORNEY INPUT: decide whether helpers/subcontractors are permitted at launch and whether each must be individually onboarded/screened on the Platform.]

7. PAYMENT AND PAYOUT TERMS

PLAIN-LANGUAGE SUMMARY: Homeowners pay through the app (service price + sales tax + optional tip). Yardly keeps a commission; you keep the rest, and you keep 100% of tips. Direct-deposit (ACH) payouts are coming soon.

7.1 Homeowner Charges. The Homeowner is charged, through the Payment Processor, the service price, applicable sales tax, and any optional tip. Yardly stores only tokenized payment references and does not store or access raw payment-card data.

7.2 Service Fee / Commission. For each completed job, Yardly retains a service fee (commission) of [COMMISSION PERCENTAGE OR FEE STRUCTURE]% of the service price [and/or describe any per-job fixed fee], and Provider earns the remainder of the service price ("Provider Earnings"). [DECISION: confirm the exact commission split/structure, whether it varies by job type or market, and whether any Homeowner-facing booking/service fee is separate from the Provider commission.]

7.3 Tips. Tips are voluntary and belong entirely to Provider. One hundred percent (100%) of tips pass through to Provider, with no Yardly commission deducted on tips.

7.4 Sales Tax. [DECISION/ATTORNEY INPUT: confirm Texas sales-tax treatment of lawn-care services and which Party is responsible for calculating, collecting, and remitting sales tax. As merchant of record, describe Yardly's role here once confirmed; do not state a position until counsel confirms.] Yardly will [COLLECT AND REMIT / FACILITATE] sales tax as required by applicable law.

7.5 Payout Method and Timing.     (a) [FORTHCOMING — ACH Payouts. Direct-deposit (ACH) payouts to Provider bank accounts are planned but not yet implemented. Payout cadence (e.g., [DAILY / WEEKLY / INSTANT]), minimum payout thresholds, cutoff times, and any instant-payout fees are [TO BE DETERMINED].]     (b) Interim Method. Until ACH payouts launch, payouts will be made by [INTERIM PAYOUT METHOD — TO BE DETERMINED].     (c) Payout Account. Provider must provide and maintain accurate payout account details and complete any required KYC (Section 4.2) before receiving payouts.

7.6 Adjustments, Refunds, Chargebacks, and Reversals. Provider authorizes Yardly and the Payment Processor to withhold, deduct, offset, or reverse amounts from current or future payouts for: (a) Homeowner refunds, credits, or disputes that Yardly reasonably determines are warranted; (b) chargebacks; (c) overpayments or processing errors; (d) amounts Provider owes Yardly under this Agreement; and (e) fraud or policy violations. [DECISION: define the refund/dispute resolution policy, who bears the cost of a justified refund (Provider vs. Yardly), and any Provider appeal process.]

7.7 No Off-Platform Circumvention. To use the Platform's matching and protections, Provider agrees not to solicit or arrange off-Platform payment for jobs initiated through Yardly in order to avoid commissions. [DECISION: confirm scope of any anti-circumvention provision and that it is not drafted as a restrictive covenant inconsistent with independent-contractor status.]

7.8 Final Settlement. Yardly's and the Payment Processor's records of jobs, fees, tips, and payouts are presumptively correct absent manifest error. Provider may dispute a payout within [PAYOUT DISPUTE WINDOW] days by [DISPUTE PROCEDURE].

8. TAXES AND IRS 1099 REPORTING

PLAIN-LANGUAGE SUMMARY: You're responsible for your own taxes. Yardly doesn't withhold taxes and will report your earnings to the IRS where required.

8.1 Provider Responsible for Taxes. Provider is solely responsible for determining, reporting, and paying all federal, state, and local taxes arising from Provider Earnings and tips, including income tax and self-employment tax. Yardly will not withhold any taxes from payouts.

8.2 Tax Information. Provider shall furnish a valid IRS Form W-9 (or other required tax documentation) before payouts are issued and shall keep it current. Failure to provide accurate tax information may result in [BACKUP WITHHOLDING / PAYOUT HOLDS] as required by law.

8.3 1099-NEC Reporting. Yardly (or the Payment Processor, as applicable) will report Provider Earnings to the IRS on Form 1099-NEC and/or any other applicable information return where required by law and the applicable reporting thresholds. [ATTORNEY/TAX INPUT: confirm which entity (Yardly as merchant of record vs. Stripe as payment processor) issues 1099-NEC and/or 1099-K, and reconcile against current IRS thresholds and payment-settlement-entity rules.]

8.4 Indemnity for Tax Obligations. Provider shall indemnify Yardly for any taxes, penalties, interest, or assessments arising from Provider's failure to pay its own taxes or provide accurate tax information, except to the extent caused by Yardly's failure to perform its own legal reporting duties.

9. INSURANCE, LIABILITY, AND INDEMNIFICATION

9.1 Provider Insurance. Provider shall, at Provider's expense, obtain and maintain insurance appropriate to its business, which [SHALL / SHOULD] include:     (a) commercial general liability insurance of at least $[CGL LIMIT] per occurrence / $[AGGREGATE LIMIT] aggregate;     (b) commercial auto liability insurance for vehicles used in the business, at statutory minimums or higher; and     (c) any other insurance required by law. [DECISION: confirm whether insurance is mandatory at launch or recommended; set required limits; decide whether Yardly must be named as additional insured and whether certificates of insurance are required.]

9.2 Allocation of Risk. As between the Parties, Provider bears all risk of loss, injury, or damage arising from Provider's services, equipment, vehicles, and helpers. Yardly is not responsible for property damage, personal injury, or other harm arising from the performance of services.

9.3 Indemnification by Provider. Provider shall defend, indemnify, and hold harmless Yardly, its affiliates, and their respective officers, directors, employees, and agents (the "Yardly Parties") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Provider's services or failure to perform; (b) Provider's breach of this Agreement or violation of law; (c) injury to or death of any person, or damage to property, caused by Provider or its helpers; (d) Provider's tax, employment, or wage obligations to its helpers; (e) any claim that Provider was misclassified that arises from Provider's own conduct or representations; and (f) Provider's infringement or misuse of any third-party or Yardly rights.

9.4 Workers' Compensation. Because Provider is not an employee, Yardly does not provide workers' compensation coverage for Provider or its helpers. [DECISION/ATTORNEY INPUT: address Texas workers'-compensation rules, whether any occupational-accident or optional coverage is offered, and required Texas non-subscriber notices, if applicable.]

9.5 Limitation of Liability. To the maximum extent permitted by law, the Yardly Parties shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits or lost earnings, arising out of or relating to this Agreement or the Platform. To the maximum extent permitted by law, the Yardly Parties' total aggregate liability to Provider arising out of or relating to this Agreement shall not exceed [LIABILITY CAP — e.g., the total commissions retained by Yardly from Provider in the [TIME PERIOD] preceding the claim, or a fixed dollar amount]. [ATTORNEY INPUT: confirm enforceability and appropriate cap formulation under Texas law.]

9.6 Disclaimer of Warranties. The Platform is provided "AS IS" and "AS AVAILABLE" without warranties of any kind, express or implied, to the maximum extent permitted by law.

10. INTELLECTUAL PROPERTY

10.1 Yardly IP. Yardly and its licensors own all rights in the Platform, including software, trademarks, logos, the "Yardly" name, and related content. Yardly grants Provider a limited, revocable, non-exclusive, non-transferable license to use the Platform solely to provide services during the term, subject to this Agreement.

10.2 Restrictions. Provider shall not copy, modify, reverse engineer, resell, or create derivative works of the Platform, or use Yardly's trademarks except as expressly authorized in the Provider Policies.

10.3 Provider Content and Photos. Provider retains ownership of content Provider creates (including before/after yard photos), but grants Yardly a worldwide, royalty-free, sublicensable, transferable license to host, use, reproduce, modify, display, and distribute such content for operating, marketing, and improving the Platform and for documenting jobs. [DECISION: confirm scope of the content license, especially marketing use, and how it interacts with Homeowner property-image consent obtained in the Homeowner terms.]

10.4 Feedback. Any feedback or suggestions Provider provides may be used by Yardly without restriction or obligation.

11. DATA AND PRIVACY

11.1 Privacy Policy. Yardly's collection and use of personal data is governed by the Yardly [PRIVACY POLICY]. Provider data collected may include name, phone, email, service area, equipment, precise geolocation (for matching and live tracking), device identifiers and push tokens, tokenized payout/payment references, and (when implemented) bank/payout details and identity/background-check information.

11.2 Geolocation and Tracking. Provider consents to collection of precise geolocation while using the Platform, including for matching, navigation, and live job tracking shared with Homeowners as reasonably necessary to deliver the service.

11.3 Homeowner Data. Provider will receive limited Homeowner information (e.g., name, address, contact, job details) solely to perform accepted jobs. Provider shall: (a) use such data only to perform the job; (b) not retain, sell, share, or use it for any other purpose (including marketing) without consent; (c) protect it with reasonable safeguards; and (d) delete it upon request or when no longer needed. Provider acts as an independent recipient/controller of such data for its own legal-compliance purposes but is restricted as stated. [ATTORNEY INPUT: confirm controller/processor characterization and any required data-protection terms under TDPSA, CCPA/CPRA, and (if applicable) GDPR.]

11.4 Communications and Consent (TCPA / CAN-SPAM). Provider consents to receive operational, transactional, and (where opted in) marketing communications by email, SMS, push, and call related to the Platform. SMS/calls will be handled consistent with the Telephone Consumer Protection Act (TCPA) and email consistent with CAN-SPAM, including honoring opt-out requests. [ATTORNEY INPUT: confirm TCPA consent language and STOP/HELP flows.]

11.5 Compliance with Privacy Laws. Provider shall comply with applicable privacy and data-protection laws in handling any personal data it accesses through the Platform, including the Texas Data Privacy and Security Act (TDPSA), and, where applicable, CCPA/CPRA and GDPR.

12. CONFIDENTIALITY

12.1 Confidential Information. "Confidential Information" means non-public information disclosed by Yardly to Provider, including business plans, pricing and commission structures, Homeowner and Provider data, software, algorithms, and the terms of any non-public arrangements.

12.2 Obligations. Provider shall: (a) keep Confidential Information confidential; (b) use it only to perform under this Agreement; and (c) not disclose it to third parties except as required to perform a job or by law (with prior notice to Yardly where lawful).

12.3 Exclusions. Confidential Information does not include information that is public through no fault of Provider, lawfully known before disclosure, independently developed, or lawfully obtained from a third party.

12.4 Survival. Confidentiality obligations survive termination for [CONFIDENTIALITY SURVIVAL PERIOD — e.g., 3 years; perpetual for trade secrets].

13. TERM, SUSPENSION, AND TERMINATION

13.1 Term. This Agreement begins on the date Provider accepts it and continues until terminated as provided here ("Term").

13.2 Termination by Provider. Provider may terminate at any time, for any reason, by deactivating its account or providing notice to [CONTACT EMAIL]. Consistent with Provider's independent status, no notice period is required.

13.3 Termination by Yardly. Yardly may terminate or suspend Provider's access:     (a) for convenience, on [NOTICE PERIOD FOR TERMINATION-FOR-CONVENIENCE] notice; or     (b) immediately, for cause, including breach of this Agreement, violation of law or Provider Policies, fraud, safety risk, failed verification/background check (subject to FCRA adverse-action procedures), or conduct that harms Homeowners, Yardly, or the Platform.

13.4 Suspension. Yardly may temporarily suspend access pending investigation of a suspected violation or safety concern.

13.5 Effect of Termination. Upon termination: (a) the license in Section 10.1 ends and Provider must stop using the Platform; (b) Provider remains entitled to payout of Provider Earnings and tips for completed jobs, subject to Section 7.6 offsets; and (c) Provider must return or delete Confidential Information and Homeowner data in its possession.

13.6 Survival. Sections 2, 7.6, 8, 9, 10, 11, 12, 13.5, 14, 15, 16, 17, and 18 survive termination.

14. NON-DISPARAGEMENT

14.1 Mutual Non-Disparagement. Neither Party shall make knowingly false or misleading statements that disparage the other Party's business or reputation. [ATTORNEY INPUT: ensure this clause is narrowly drafted so it does NOT restrict (a) truthful statements, (b) good-faith reviews/ratings, (c) communications with government agencies, or (d) legally protected activity, to avoid unenforceability and consumer-review / whistleblower-protection issues.]

14.2 Carve-Outs. Nothing in this Section limits truthful statements made in legal proceedings, to government or regulatory authorities, or as otherwise protected by law, including the Consumer Review Fairness Act.

15. REPRESENTATIONS, WARRANTIES, AND COMPLIANCE

15.1 Provider represents and warrants on a continuing basis that: (a) all information provided is true and accurate; (b) Provider holds all required licenses, permits, and insurance; (c) Provider will perform services lawfully and competently; (d) Provider is operating an independent business; and (e) Provider will comply with this Agreement, the Provider Policies, and applicable law.

15.2 Anti-Discrimination. Provider shall not unlawfully discriminate against any Homeowner or other Provider.

16. DISPUTE RESOLUTION; ARBITRATION; CLASS WAIVER

PLAIN-LANGUAGE SUMMARY: This section may require disputes to be resolved by individual arbitration instead of court. It is a significant legal decision and must be finalized by counsel.

16.1 Informal Resolution. Before initiating any formal proceeding, the Parties shall attempt to resolve any dispute informally by written notice to [CONTACT EMAIL] and a good-faith discussion period of [INFORMAL RESOLUTION PERIOD] days.

16.2 [OPTIONAL] Binding Arbitration. [DECISION/ATTORNEY INPUT: decide whether to include a binding individual-arbitration clause and class-action waiver. If included, specify the arbitration administrator and rules (e.g., [AAA / JAMS]), seat/location, allocation of fees, the scope of arbitrable claims, and any carve-outs (e.g., small-claims, injunctive relief for IP/confidentiality). Carefully weigh enforceability and misclassification-claim strategy, the Federal Arbitration Act, and any applicable limits on mandatory arbitration. Also decide whether to offer an arbitration opt-out window.]

16.3 [OPTIONAL] Class and Representative Action Waiver. [DECISION/ATTORNEY INPUT: decide whether to include a class/collective/representative action waiver and confirm enforceability.]

16.4 Jury Trial Waiver. [DECISION: include a jury-trial waiver only to the extent enforceable and consistent with the chosen dispute-resolution path.]

17. GOVERNING LAW AND VENUE

17.1 Governing Law. This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws rules, and, where applicable, by the Federal Arbitration Act.

17.2 Venue. Subject to Section 16, the Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in [VENUE/COUNTY], Texas, for any dispute not subject to arbitration.

18. GENERAL PROVISIONS

18.1 Entire Agreement. This Agreement, together with the Provider Policies, Privacy Policy, and any addenda, is the entire agreement between the Parties regarding its subject matter and supersedes prior agreements on that subject.

18.2 Changes to this Agreement. Yardly may modify this Agreement by posting an updated version and/or providing notice. Material changes will be communicated by [NOTICE METHOD] with [NOTICE PERIOD] notice where feasible. Provider's continued use of the Platform after the effective date of changes constitutes acceptance. [DECISION: confirm notice method and period, and whether affirmative re-acceptance is required for material changes.]

18.3 Assignment. Provider may not assign this Agreement without Yardly's prior written consent. Yardly may assign to an affiliate or successor.

18.4 No Waiver. Failure to enforce any provision is not a waiver.

18.5 Severability. If any provision is unenforceable, the remainder remains in effect, and the unenforceable provision shall be reformed to the minimum extent necessary.

18.6 Force Majeure. Neither Party is liable for delays or failures caused by events beyond its reasonable control.

18.7 Notices. Notices to Yardly shall be sent to [CONTACT EMAIL] / [REGISTERED ADDRESS]. Notices to Provider may be sent via the Platform, email, or to the contact information on file.

18.8 Relationship of Documents. In the event of a conflict, this Agreement controls over the general Provider Policies unless a Policy expressly states otherwise.

18.9 Electronic Acceptance and Signatures. The Parties agree this Agreement may be accepted electronically and that electronic acceptance is binding.

18.10 Third-Party Beneficiaries. The Payment Processor (Stripe) and the Yardly Parties are intended third-party beneficiaries of the provisions that protect them. There are no other third-party beneficiaries.

ACKNOWLEDGEMENT

BY ACCEPTING THIS AGREEMENT, PROVIDER ACKNOWLEDGES THAT PROVIDER HAS READ AND UNDERSTOOD IT, IS AN INDEPENDENT CONTRACTOR AND NOT AN EMPLOYEE, AND AGREES TO BE BOUND BY ITS TERMS.

Provider: ___________________________    Date: ____________

[LEGAL ENTITY NAME] (Yardly): ___________________________    Date: ____________

OPEN ITEMS REQUIRING DECISION / ATTORNEY INPUT

Company / entity placeholders

  • [LEGAL ENTITY NAME], [ENTITY TYPE], [STATE OF FORMATION], [REGISTERED ADDRESS], [CONTACT EMAIL], [EFFECTIVE DATE]
  • [VENUE/COUNTY] (Texas venue for Sections 16–17)

Cross-referenced documents (must be created/finalized)

  • [PROVIDER TERMS OF SERVICE], [PRIVACY POLICY], [KYC/IDENTITY VERIFICATION ADDENDUM]

Eligibility & onboarding

  • [PESTICIDE/HERBICIDE APPLICATOR LICENSING REQUIREMENTS] — confirm whether chemical-application services are permitted at launch (§1.2)
  • Decide whether helpers/subcontractors are permitted at launch and whether each must be onboarded/screened (§6.5)

Background checks / KYC (FORTHCOMING — flagged in document)

  • Identity verification / KYC vendor, data elements, and procedures (§4.2)
  • Background-check consumer reporting agency, report categories, adjudication criteria (§4.3a)
  • Prepare FCRA stand-alone disclosure & authorization forms; confirm Texas / state background-check and ban-the-box requirements (§4.3b)

Worker classification

  • Attorney to assess Texas/federal classification tests and align arbitration/class-waiver strategy with misclassification exposure (§2.6)

Service standards

  • Confirm graduated enforcement policy (warnings / temporary deactivation / removal) (§5.6)

Payment & payout

  • [COMMISSION PERCENTAGE OR FEE STRUCTURE] and whether it varies by job type/market; whether a separate Homeowner-facing booking/service fee exists (§7.2)
  • Texas sales-tax treatment of lawn care and responsibility for collection/remittance; Yardly's merchant-of-record role (§7.4)
  • ACH payouts (FORTHCOMING): cadence, minimum thresholds, cutoffs, instant-payout fees (§7.5a)
  • [INTERIM PAYOUT METHOD] until ACH launches (§7.5b)
  • Refund/dispute policy; who bears cost of justified refunds; Provider appeal process (§7.6)
  • Scope of anti-circumvention provision (avoid restrictive-covenant conflict with IC status) (§7.7)
  • [PAYOUT DISPUTE WINDOW] and dispute procedure (§7.8)

Taxes / 1099

  • Confirm which entity (Yardly vs. Stripe) issues 1099-NEC and/or 1099-K; reconcile with current IRS thresholds (§8.3)
  • Backup withholding / payout hold mechanics for missing tax info (§8.2)

Insurance & liability

  • Whether insurance is mandatory or recommended at launch; [CGL LIMIT], [AGGREGATE LIMIT], auto limits; additional-insured / COI requirements (§9.1)
  • Texas workers'-comp / non-subscriber notice; whether occupational-accident or optional coverage is offered (§9.4)
  • [LIABILITY CAP] formulation and enforceability under Texas law (§9.5)

IP & data

  • Scope of Provider content/photo license, especially marketing use, and interaction with Homeowner image consent (§10.3)
  • Controller/processor characterization and required data-protection terms under TDPSA, CCPA/CPRA, GDPR (§11.3)
  • TCPA consent language and STOP/HELP flows; CAN-SPAM opt-out (§11.4)

Confidentiality

  • [CONFIDENTIALITY SURVIVAL PERIOD] (§12.4)

Term & termination

  • [NOTICE PERIOD FOR TERMINATION-FOR-CONVENIENCE] (§13.3a)

Non-disparagement

  • Narrow drafting to preserve truthful statements, reviews, government communications, protected activity (§14.1)

Dispute resolution (major decisions)

  • [INFORMAL RESOLUTION PERIOD] (§16.1)
  • Whether to include binding individual arbitration; administrator/rules ([AAA/JAMS]), seat, fees, carve-outs, opt-out window (§16.2)
  • Whether to include class/representative-action waiver (§16.3)
  • Whether to include jury-trial waiver (§16.4)

General

  • Change-notice method and period; whether affirmative re-acceptance required for material changes (§18.2)