Handy Circle Service Provider Agreement

1. Acceptance, Eligibility, and Authority

This Agreement takes effect when you first accept it or first use the Platform as a Pro, whichever occurs first, and remains in effect for as long as you maintain a Pro account or use the Platform, and thereafter as to any provision that by its nature survives termination.

1.1 Eligibility.

To register for and maintain a Pro account, you represent and warrant that you: (a) are at least eighteen (18) years of age; (b) are a legal resident of, or are lawfully authorized to work and provide services within, the Commonwealth of Massachusetts, which is Handy Circle's sole current service area; (c) have the full legal right, capacity, and authority to enter into and perform this Agreement; (d) are not barred, suspended, or otherwise prohibited from using the Platform under this Agreement or under any applicable law; and (e) will provide services only within Handy Circle's designated service area, which is Massachusetts, USA.

1.2 Authority to Bind a Business Entity.

If you register as, on behalf of, or in connection with a business entity (for example, by selecting a "business" account type or providing a business name or Employer Identification Number), you represent and warrant that you are duly authorized to bind that entity to this Agreement, that the entity is validly organized and in good standing, and that both you individually and the entity are jointly and severally bound by this Agreement. References to "you" and the "Pro" include any such entity.

1.3 One Account; Accurate Information.

You may maintain only one Pro account unless we expressly authorize otherwise. You must provide accurate, current, and complete information during registration and keep it updated. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. Providing false, misleading, or incomplete information is grounds for immediate suspension or termination.

2. Electronic Signatures and Records

You consent to transact business with Handy Circle electronically and to the use of electronic signatures, contracts, records, and disclosures. Your electronic acceptance of this Agreement (including any "I Agree" click, checkbox, or typed name captured at registration) has the same legal force and effect as a handwritten signature and satisfies any legal requirement that a communication or contract be in writing, consistent with the federal E-SIGN Act, the Uniform Electronic Transactions Act, and the Massachusetts Uniform Electronic Transactions Act.

You agree to receive all agreements, notices, disclosures, tax documents (to the extent permitted by law), and other communications from us electronically, whether by email, through the Platform, or by posting. To access and retain these records, you will need a device with internet access, a current web browser or the Handy Circle app, a valid email address, and sufficient storage. You may withdraw your consent to electronic transactions by closing your Pro account and ceasing use of the Platform; withdrawal does not affect the validity of prior electronic records or transactions. You may request a paper copy of any record by contacting us at hello@handy-circle.com.

3. Definitions

In addition to terms defined elsewhere in this Agreement, the following capitalized terms have the meanings set forth below:

• "Customer" means a homeowner or other end user who uses the Platform to post a job, request, book, or receive services.
• "Services" means the home, property, repair, maintenance, improvement, installation, cleaning, and related services that you offer, quote, or perform for a Customer.
• "Job" means a specific service request posted or arranged through the Platform, and "Booking" means a confirmed, scheduled engagement between you and a Customer for a Job.
• "Quote" means the price and scope you propose or agree to for a Job.
• "Service Fee" means the Handy Circle platform fee described in Section 10, currently twenty percent (20%) added on top of your Quote.
• "Payout" means the amount transferred to you for a completed Job, which equals one hundred percent (100%) of your Quote, net of any adjustments, refunds, reversals, holds, or offsets permitted under this Agreement.
• "Connected Account" means the Stripe Connect (Express) account you must establish to receive Payouts.
• "Consumer Report" has the meaning given in the federal Fair Credit Reporting Act ("FCRA") and includes any background check, criminal-records check, or similar screening report obtained from a consumer reporting agency.
• "Content" means any text, photographs, reviews, ratings, profile information, credentials, messages, or other materials you submit to or through the Platform.
• "Terms of Service" and "Privacy Policy" mean Handy Circle's Terms of Service and Privacy Policy, respectively, as amended from time to time.

4. Independent-Contractor Status

4.1 Nature of the Relationship.

Handy Circle operates a technology platform and online marketplace that connects Customers with independent third-party Service Professionals. Handy Circle does not itself provide home or property services and is not in the business of performing such services. You are engaged in an independently established trade, occupation, profession, or business of providing the Services, and you offer those Services to the general public and to other platforms and clients, not solely through Handy Circle.

4.2 Your Control Over the Work.

As an independent contractor, you retain sole and exclusive control over the manner, method, means, and details of performing the Services, including without limitation:

• your own schedule, hours, and availability, and whether to accept, decline, or ignore any particular Job or Customer;
• the tools, equipment, vehicles, materials, and supplies you use, all of which you provide at your own expense;
• the personnel, employees, subcontractors, or helpers you engage, whom you hire, supervise, pay, insure, and are solely responsible for;
• the prices and Quotes you set and negotiate with Customers, subject only to the Platform's general pricing display and fee mechanics;
• the techniques, sequence, and professional judgment applied in performing the Services; and
• your freedom to provide services to competitors of Handy Circle, to other platforms, and to your own private clients, on an exclusive or non-exclusive basis, at any time.

4.3 No Supervision or Direction by Handy Circle.

Handy Circle does not supervise, direct, or control your performance of the Services, does not set the price you must charge a Customer, does not require you to accept any minimum number of Jobs, does not require exclusivity, does not provide you with training in how to perform the Services, and does not dictate your appearance, uniform, or route. Any quality standards, ratings, reliability metrics, guidelines, or informational materials that Handy Circle makes available are intended to describe the marketplace and Customer expectations, and to protect the integrity of the Platform, and are not an exercise of control over the means and manner of your work.

4.4 No Employee Benefits; No Authority to Bind.

As an independent contractor, you are not entitled to, and Handy Circle does not provide, employee benefits of any kind, including workers' compensation coverage, unemployment insurance, disability insurance, health insurance, retirement benefits, or paid leave. Because you are not an employee of Handy Circle, employee wage-and-hour entitlements such as overtime and minimum wage do not arise from your relationship with Handy Circle. Handy Circle does not withhold or pay any income, payroll, Social Security, Medicare, unemployment, or other taxes on your behalf. You are solely responsible for your own taxes as described in Section 22. You have no authority to bind Handy Circle to any obligation, to make any representation on its behalf, or to hold yourself out as an employee, agent, or representative of Handy Circle.

Nothing in this Section 4.4 waives, or is intended to waive, any non-waivable statutory right — including any right to minimum wage, overtime, or other wage-and-hour protection — that you would have if you were later determined to be an employee under applicable law, including the Fair Labor Standards Act and M.G.L. c. 149 and c. 151. Any such determination, and any resulting claim, is addressed in Section 4.6 and Section 21, and this Section 4.4 is not a defense to, or waiver of, any such non-waivable right.

4.5 No Guaranteed Earnings or Job Volume.

Handy Circle makes no representation, warranty, or guarantee regarding the number of Jobs, amount of work, level of demand, or amount of earnings you will receive through the Platform. Any earnings estimates or historical figures are illustrative only and are not a promise of future results.

4.6 Classification Disputes.

Any dispute concerning your classification as an independent contractor — including any claim that you should be classified as an employee, or any claim under wage, hour, benefits, or similar laws — is subject to the individual-arbitration and class/collective/representative-action waiver provisions of Section 21. NOTHING IN THIS SECTION 4.6 IS INTENDED TO WAIVE ANY NON-WAIVABLE STATUTORY RIGHT.

5. The Platform's Role — Neutral Marketplace

Handy Circle provides a neutral technology venue that facilitates connections, communication, scheduling, and payment between Customers and Pros. Handy Circle is not the provider, general contractor, subcontractor, or employer of any Services; is not the Pro's customer or client; and is not a party to the direct service contract that is formed between you and a Customer when a Booking is made. That service contract is solely between you and the Customer.

Handy Circle's role is limited to: (a) making the Platform available; (b) facilitating matching between Customers and Pros; (c) hosting profiles, listings, messaging, quotes, and reviews; (d) facilitating payment processing, escrow-style holding of funds, and Payouts through Stripe; and (e) providing related marketplace tools. Handy Circle does not guarantee that any Customer will hire you, that any Job will be completed, or that any Customer will pay any amount beyond what is processed through the Platform.

6. Registration, Verification, and Screening; Background-Check and FCRA Consent

6.1 Accurate Registration Information.

You must provide accurate and complete registration information, which may include your name, email address, phone number, the services you offer (including free-text descriptions), your years of experience, your service area, your business name and account type (individual or business), and your acceptance of this Agreement. You represent that all such information is true and that you will promptly update it if it changes. Self-reported information, including years of experience and services offered, is your representation and is not independently verified by Handy Circle unless expressly stated.

6.2 Identity Verification (Stripe Identity).

Handy Circle uses Stripe Identity to verify your identity through a government-issued identification document and a matching selfie. You authorize Stripe to collect and process this information as described in the Privacy Policy and Stripe's own terms. Upon verification, your display name on the Platform will be set to the legal name extracted from your government-issued identification, consistent with Handy Circle's real-names policy. Identity verification may be required before you can go "available," quote, or accept Jobs. Handy Circle does not store your government-ID images or selfie; those are handled by Stripe.

6.3 Background Screening; Consumer-Report Acknowledgment.

You acknowledge and understand that Handy Circle may, but is not obligated to, conduct background or other screening of Pros, and may elect — now or at any time during your use of the Platform — to obtain one or more Consumer Reports and other background, criminal-records, identity, licensing, sex-offender-registry, or reference screenings concerning you. You understand that any such screening, if conducted, is limited in scope, is performed as of a point in time, is not continuous, and does not guarantee the safety, honesty, competence, or suitability of any Pro. Handy Circle does not represent that every Pro has been, or will be, subjected to any particular check.

This Agreement is not, and does not itself serve as, a disclosure or authorization for the procurement of a Consumer Report. Handy Circle will not obtain a Consumer Report about you for employment or screening purposes without first providing you a separate, standalone disclosure (a document that consists solely of that disclosure) and obtaining your separate written authorization, as described in the FCRA acknowledgment below. Your acceptance of this Agreement is not consent to the procurement of any Consumer Report.

6.4 Right to Re-Screen and Suspend.

Handy Circle may re-verify your identity or re-screen you at any time, and may suspend or restrict your account pending completion or as a result of any verification, screening, licensing, or eligibility issue, or if you refuse to complete a required verification or screening step, subject to applicable law including the FCRA adverse-action process.

6.5 Limitations of Screening; No Endorsement.

Any verification or screening Handy Circle conducts is limited and is not a guarantee. Handy Circle does not endorse, recommend, guarantee, or assume responsibility for any Pro or for the quality, safety, legality, or outcome of any Services. You remain solely responsible for your own conduct, qualifications, licensing, insurance, and the Services you perform.

7. Licensing, Permits, and Insurance — Your Responsibility

7.1 Licenses, Registrations, and Permits.

You must, at your own expense, obtain and maintain in good standing all licenses, registrations, certifications, and permits required by federal, state, and local law to offer and perform the Services, including without limitation, where applicable: the Massachusetts Home Improvement Contractor (HIC) registration; any Construction Supervisor License; and any electrical, plumbing, gas-fitting, or HVAC/refrigeration licensure. You must comply with all conditions of your licenses and permits and must perform only work that your credentials lawfully permit.

7.2 Trade-License Verification for Certain Trades.

For certain licensed trades (currently electrical, plumbing, and HVAC), Handy Circle requires you to upload a photograph of your applicable trade license, which is manually reviewed by Handy Circle and, if approved, gates your ability to quote on those trades and honors the license's expiration date. Submitting a license for review does not shift to Handy Circle any responsibility for your licensure; you remain responsible for the validity, currency, and sufficiency of every credential. You represent that any license document you submit is genuine, current, and yours. You consent to Handy Circle storing your submitted license document as described in the Privacy Policy.

7.3 Insurance.

You must carry, at your own expense, commercially reasonable insurance appropriate to your Services, including general liability insurance, and workers' compensation insurance if you have employees as required by Massachusetts law, and any auto insurance required for vehicles you use. You must provide proof of coverage upon Handy Circle's request. Handy Circle is not an insurer, is not a party to your insurance, and provides no coverage of any kind to you, your workers, or Customers. You may, at your option, name Handy Circle as an additional insured where appropriate.

7.4 Ongoing Compliance.

You must promptly notify Handy Circle if any license, registration, permit, or insurance lapses, is suspended, is revoked, or expires, or if you become subject to any disciplinary action, injury, claim, or legal proceeding that could affect your ability to perform the Services lawfully and safely.

8. Service Standards and Warranties to Customers

You agree to perform all Services in a professional, workmanlike, timely, and safe manner, in accordance with applicable building codes, industry standards, and all applicable law. You are solely responsible for the quality, safety, and outcome of your Services.

Any warranties, guarantees, or representations you make regarding your Services run directly from you to the Customer and are not made, adopted, backed, or guaranteed by Handy Circle. Handy Circle does not create, and is not a party to, any warranty of your work. The "Handy Circle Guarantee" or any similar goodwill program, if offered to Customers, is a discretionary, limited commercial commitment by Handy Circle and is not insurance, not a warranty of your work, and does not relieve you of your own obligations or liability to Customers.

You agree to conduct yourself professionally in and around Customers' homes and property; to respect Customers' privacy, property, and safety; to comply with all anti-discrimination and consumer-protection laws; and not to harass, threaten, or discriminate against any Customer or other person.

9. Pricing and Quotes

You set and agree the prices and Quotes for your Services in your own independent business judgment. You are responsible for the accuracy of your Quotes and for honoring the price and scope you agree with a Customer. Any change to scope or price must be communicated to and agreed by the Customer through the Platform via a revised Quote or change order before additional work is performed. You must not engage in bait pricing, misleading estimates, or hidden charges. You must not collect payment for Platform-sourced Jobs outside the Platform except as expressly permitted, consistent with Section 12.

10. Fees and Payouts

10.1 Service Fee.

Handy Circle charges a Service Fee for use of the Platform. Currently, the Service Fee is twenty percent (20%) of your Quote, added on top of your Quote and charged to the Customer. This means the Customer pays your Quote plus the 20% Service Fee, and you keep one hundred percent (100%) of your quoted price as your Payout, subject to the adjustments, holds, reversals, and offsets described below. The Service Fee is Handy Circle's revenue and helps cover payment processing, Connected Account costs, refunds, and platform operations. Handy Circle may change the Service Fee percentage on a going-forward basis with notice as described in Section 23.

10.2 Payments and Payouts Through Stripe.

All payments are processed by Stripe. Customer payments are held on the platform balance and your Payout is transferred to your Connected Account by an explicit Stripe transfer only upon completion of the Job. If a Customer does not respond after you mark a Job complete, payment may be auto-confirmed and released to you after a defined period (currently approximately one hour, subject to change). You must establish and maintain a Stripe Connect (Express) Connected Account in good standing to receive Payouts. Payouts are gated on your Connected Account being enabled for payouts.

10.3 Incorporation of the Stripe Connected Account Agreement.

As a condition of receiving Payouts, you must review and accept the Stripe Connected Account Agreement (including the Stripe Services Agreement), which is a separate contract between you and Stripe. You agree to comply with it, and you acknowledge that Stripe controls the collection of your bank, tax, and payout details, holds/reserves, and its own dispute and reversal processes. In the event of a conflict between this Agreement and the Stripe Connected Account Agreement regarding Stripe's processing, Stripe's agreement governs Stripe's services.

10.4 Holds, Reserves, Reversals, Offsets, and Clawbacks.

Handy Circle may withhold, delay, reserve, offset, reverse, or recover Payouts and other amounts owed to you, in whole or in part, where necessary to address: (a) refunds owed to Customers; (b) cancellation adjustments; (c) chargebacks or payment disputes; (d) suspected fraud, abuse, or violation of this Agreement; (e) unresolved disputes held pending admin resolution; (f) errors or overpayments; or (g) amounts you owe to Handy Circle. You authorize Handy Circle to offset such amounts against current or future Payouts and to recover them through Stripe or otherwise. Account credits issued to you, if any, have monetary value and may be applied toward or converted to Payouts as Handy Circle determines.

10.5 Chargebacks and Payment Disputes.

You agree to cooperate with Handy Circle and Stripe in investigating and responding to chargebacks and payment disputes. If a Customer initiates a chargeback or dispute relating to your Job, Handy Circle may reverse the corresponding Payout pending resolution and may hold the funds in escrow. You are responsible for chargebacks and refunds attributable to your Services, conduct, or breach.

11. Cancellations, No-Shows, and Reliability

You are expected to honor accepted Bookings and to arrive on time. If you cancel a confirmed Booking, fail to appear (a "no-show"), or repeatedly cancel late, Handy Circle may apply consequences, including reassigning the Job to another Pro, adjusting your reliability metrics, limiting your access to Jobs, or suspending or terminating your account. Where a Job is cancelled by you (a Pro-initiated cancellation), the Customer generally receives a full refund; you will not receive a Payout for a Job you do not perform.

Customer-side cancellation terms, including any late-cancellation fee (currently up to twenty-five percent (25%) of amounts the Customer actually paid, for cancellations within approximately four (4) hours of the scheduled start or on the same local calendar day), are governed by the Terms of Service. Handy Circle determines in its reasonable discretion how any late-cancellation amounts are allocated, and no such amount creates an entitlement to a Payout for Services not performed unless Handy Circle expressly provides otherwise.

12. Non-Circumvention and Non-Solicitation

12.1 Non-Circumvention.

Handy Circle invests in sourcing and matching Customers, and its Service Fee is how it earns revenue for those introductions. Accordingly, for any Customer you are introduced to or matched with through the Platform, you agree not to solicit, arrange, accept, or perform Platform-sourced Services off-platform, and not to accept or solicit payment off-platform, for the purpose of avoiding the Service Fee or otherwise circumventing the Platform. This includes directing a Customer to pay you directly, cash, or through another platform for work that originated through Handy Circle.

12.2 Non-Solicitation Period.

For a period of twelve (12) months following your most recent Platform-facilitated interaction with a given Customer, you agree not to knowingly solicit that Customer to transact off-platform for services of the type offered through the Platform, in a manner that circumvents the Service Fee. This restriction is a customer non-solicitation and non-circumvention obligation tied to Platform-sourced relationships. It is not a general non-competition covenant: you remain free at all times to provide services to any person, including through other platforms and to your own independently sourced clients, and to compete with Handy Circle.

This Section 12 is a customer non-solicitation and non-circumvention covenant and is NOT a "noncompetition agreement" within the meaning of the Massachusetts Noncompetition Agreement Act, G.L. c. 149, § 24L. It is expressly intended to fall within that statute's exclusion for covenants not to solicit or transact business with the customers, clients, or vendors of the business. Because it does not restrain you from engaging in any lawful profession, trade, or business — you remain free to compete with Handy Circle and to serve any customer through any other channel — it imposes, and is subject to, none of the garden-leave, consideration, notice, or other requirements that the Act applies to noncompetition agreements. If, notwithstanding this intent, any part of this Section were construed as a noncompetition agreement, that part shall be modified or severed so that the remainder operates solely as a customer non-solicitation and non-circumvention covenant.

12.3 Reasonableness and Remedies.

You agree that these restrictions are reasonable and necessary to protect Handy Circle's legitimate business interests. If you breach this Section 12, Handy Circle may, in addition to its other remedies, suspend or terminate your account, recover the Service Fees it was deprived of as damages, and seek injunctive relief. If any portion of this Section is found overbroad or unenforceable, it shall be enforced to the maximum extent permitted by law. This Section 12 survives termination of this Agreement.

13. Content, Profile, and Reviews

You grant Handy Circle a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to host, store, use, reproduce, display, adapt, and distribute the Content you submit (including your profile, photographs, credentials, and messages) for the purpose of operating, promoting, and improving the Platform. You represent that your Content is accurate, that your stated credentials and experience are true, and that you have all rights necessary to grant this license.

You agree to participate honestly in the Platform's two-sided review and rating system. You must not create, solicit, or manipulate fake or misleading reviews or ratings, and you must not retaliate against a Customer for an honest review. Handy Circle may moderate, remove, or decline to display Content at its discretion but has no obligation to monitor Content. Reviews and ratings authored by users are user content, and Handy Circle is not the author of such content.

To keep transactions and communications on-platform and to protect users, the Platform may automatically redact contact information (such as email addresses and phone numbers) from job descriptions, quotes, and in-app messages. You agree not to circumvent these protections.

14. Prohibited Conduct

You must not, and must not permit your workers to:

• engage in fraud, misrepresentation, or deceptive practices, including misrepresenting your identity, licensure, insurance, or experience;
• perform work you are not licensed, qualified, or permitted to perform, or perform unsafe or code-violating work;
• harass, threaten, discriminate against, or endanger any Customer, other Pro, Handy Circle personnel, or other person;
• solicit or accept off-platform payment in circumvention of the Service Fee, in violation of Section 12;
• misuse, retain, sell, or market Customer personal information in violation of Section 16 or applicable law;
• scrape, reverse-engineer, interfere with, disrupt, or attempt to gain unauthorized access to the Platform or its systems;
• use the Platform for any unlawful purpose or in violation of this Agreement, the Terms of Service, or applicable law; or
• create multiple or fraudulent accounts, or evade a suspension or termination.

15. Compliance with Law

You must comply with all applicable federal, state, and local laws, regulations, codes, and ordinances in connection with your registration, the Services, and your business, including without limitation: Massachusetts Home Improvement Contractor law and related consumer-protection requirements; the Massachusetts Consumer Protection Act, M.G.L. c. 93A; all trade-licensing and permitting laws; building, electrical, plumbing, and safety codes; tax laws; and all labor and employment laws applicable to your own employees, subcontractors, and helpers (including wage, workers' compensation, and immigration-eligibility laws). You are responsible for obtaining any permits required for a Job. You alone bear responsibility for your compliance, and you agree that Handy Circle does not assume any of your legal or regulatory obligations.

16. Confidentiality and Handling of Customer Data

In performing Services, you may receive Customer personal information such as names, contact details, addresses, and information about their homes. You agree to:

• use Customer personal information solely to communicate about and perform the applicable Job, and for no other purpose;
• not market to, resell, disclose, or transfer Customer personal information to any third party except as necessary to perform the Job or as required by law;
• implement reasonable administrative, technical, and physical safeguards to protect Customer personal information;
• delete or securely dispose of Customer personal information when it is no longer needed to perform the Job, except where retention is required by law;
• comply with the Handy Circle Privacy Policy and all applicable privacy and data-protection laws; and
• promptly notify Handy Circle at hello@handy-circle.com of any actual or suspected unauthorized access to, or breach of, Customer personal information in your possession or control.

You also agree to keep confidential any non-public information about the Platform, its features, pricing, and operations that you learn through your use, and not to disclose or use it except as necessary to use the Platform. This Section 16 survives termination.

17. Representations and Warranties

You represent and warrant, on the effective date and continuously while you use the Platform, that: (a) you have the full legal right, capacity, and authority to enter into and perform this Agreement, and to bind any business entity on whose behalf you act; (b) you hold and will maintain all licenses, registrations, permits, and insurance required for the Services, as described in Section 7; (c) all information you provide, including your identity, credentials, experience, and business details, is true, accurate, and not misleading; (d) you are not subject to any conflicting obligation, court order, or legal disability that would prevent you from performing the Services or this Agreement; (e) you and your workers are legally authorized to work and to provide the Services; and (f) you will perform the Services in compliance with law and in a professional, workmanlike, and safe manner.

18. Indemnification

18.1 Scope of Indemnity.

You agree to defend, indemnify, and hold harmless Handy Circle, its affiliates, and their respective officers, directors, employees, and agents (the "Handy Circle Parties"), and each Customer with whom you transact through the Platform, from and against any and all claims, demands, actions, losses, liabilities, damages, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• your performance, non-performance, or defective performance of the Services, including any property damage, personal injury, death, or theft;
• your negligence, recklessness, or willful misconduct;
• your breach of this Agreement, the Terms of Service, or any representation, warranty, or covenant herein;
• your violation of any law, code, or regulation, including licensing, permitting, HIC, tax, wage, labor, and consumer-protection laws;
• your failure to maintain required licenses, permits, or insurance;
• any claim by your employees, subcontractors, or helpers, including any claim of misclassification, unpaid wages, injury, or workers' compensation relating to your own workers;
• any claim that you should be treated as an employee of Handy Circle, but only to the extent such claim arises from your own acts, omissions, or representations (subject to the limitation in Section 18.2); and
• your infringement or misappropriation of any intellectual property or other right of a third party; and your misuse of Customer personal information.

18.2 Limitation — No Indemnity for the Pro's Own Non-Waivable Wage or Classification Rights.

Notwithstanding anything in this Section 18, nothing in this Agreement requires you to defend, indemnify, or hold harmless any Handy Circle Party against, or to reimburse any Handy Circle Party for, (a) your own non-waivable statutory wage, hour, benefits, or worker-classification rights or claims, or (b) any Handy Circle Party's own liability arising from its own treatment, classification, or engagement of Pros. This indemnity does not shift to you any statutory obligation that the law places on Handy Circle, and it does not apply to any claim to the extent it is caused by a Handy Circle Party's own gross negligence, willful misconduct, or violation of law.

18.3 Customers as Third-Party Beneficiaries.

Each Customer is an intended third-party beneficiary of your indemnification obligations and of the warranties you make to Customers under this Agreement, and may enforce those obligations directly against you.

18.4 Defense and Cooperation.

Handy Circle may, at its option, assume the exclusive defense and control of any matter subject to indemnification by you, at your expense, and you agree to cooperate. You may not settle any matter in a way that imposes any obligation or admission on a Handy Circle Party without its prior written consent. Your indemnity obligations are backed by, and not limited by, your required insurance. This Section 18 survives termination.

19. Disclaimers and Limitation of Handy Circle's Liability to You

HANDY CIRCLE MAKES NO WARRANTY REGARDING ANY CUSTOMER, INCLUDING ANY CUSTOMER'S HONESTY, IDENTITY, CONDUCT, OR ABILITY OR WILLINGNESS TO PAY BEYOND AMOUNTS PROCESSED THROUGH THE PLATFORM.

NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR GROSS NEGLIGENCE, WILLFUL OR WANTON MISCONDUCT, OR FRAUD, OR ANY NON-WAIVABLE RIGHTS UNDER MASSACHUSETTS LAW, INCLUDING M.G.L. c. 93A AND THE MASSACHUSETTS WAGE AND INDEPENDENT-CONTRACTOR STATUTES. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

20. Suspension and Termination

Either party may terminate this Agreement and close the Pro account at any time, for any reason or no reason, on notice. Handy Circle may suspend, restrict, or terminate your access to the Platform immediately and without prior notice where it reasonably believes there is a risk to safety, fraud, illegality, a material breach of this Agreement, a lapse in required licensing or insurance, or a failed or refused verification or screening (subject to the FCRA adverse-action process in Section 6 where applicable).

Upon termination: (a) your right to use the Platform ends; (b) Payouts owed for properly completed Jobs will be paid, subject to holds, reserves, reversals, and offsets under Section 10; (c) you must complete or hand off any pending Jobs in a commercially reasonable manner; and (d) provisions that by their nature survive — including Sections 4 (independent-contractor status), 10 (holds/offsets), 12 (non-circumvention), 16 (confidentiality/data), 17 (representations), 18 (indemnification), 19 (disclaimers/liability), 21 (arbitration), and 22 (taxes) — will survive. Handy Circle uses an anonymize-on-deletion model, and certain transactional records may be retained as described in the Privacy Policy; account deletion may be blocked while money is in flight (for example, a held Payout, active Job, or pending refund).

21. Dispute Resolution — Binding Individual Arbitration

21.1 Scope; FAA Governs.

This arbitration agreement is governed by the Federal Arbitration Act (FAA). Except for the carved-out matters below, you and Handy Circle agree that any dispute, claim, or controversy arising out of or relating to this Agreement, the Platform, the Services, your Payouts, your account, or the relationship between you and Handy Circle — whether based in contract, tort, statute, or otherwise, and including any dispute about your classification as an independent contractor versus an employee, and any wage, hour, or benefits claim arising from that classification — will be resolved by final and binding individual arbitration.

21.2 Informal Resolution First.

Before initiating arbitration, the initiating party must send a written notice of dispute to the other (to Handy Circle at hello@handy-circle.com and 56 Broad St STE 14252, Boston, MA 02109) describing the dispute and the relief sought. The parties will attempt in good faith to resolve the dispute for sixty (60) days. If not resolved within that period, either party may commence arbitration.

21.3 Arbitration Administrator and Rules.

The arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (and, where AAA determines its Consumer Arbitration Rules or its Employment/Workplace Arbitration Rules apply — which, for a wage, hour, benefits, or worker-classification dispute, will ordinarily be the Employment/Workplace Rules — those rules), as modified by this Agreement. The AAA rules and the corresponding fee schedules are available at www.adr.org. The arbitration will be seated in Massachusetts, and may proceed by written submissions, telephone, or video where the amount in controversy permits.

21.4 Delegation.

The arbitrator, and not any court, has exclusive authority to resolve any dispute about the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that it is void or voidable — except that a court has authority to decide the enforceability of the class/collective/representative-action waiver in Section 21.6.

21.5 Jury-Trial Waiver.

TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT RATHER THAN ARBITRATION, YOU AND HANDY CIRCLE EACH WAIVE ANY RIGHT TO A TRIAL BY JURY.

21.6 Class, Collective, and Representative-Action Waiver.

YOU AND HANDY CIRCLE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not preside over any form of a class or representative proceeding. If this waiver is found unenforceable as to a particular claim or request for relief, then that claim or request will be severed and may proceed in court, while all other claims proceed in arbitration; the remainder of this Section 21 remains in effect.

21.7 Mass or Coordinated Arbitrations.

If twenty-five (25) or more similar demands for arbitration are filed against Handy Circle by or with the assistance of the same or coordinated counsel, the parties agree the demands will be administered in staged batches to promote efficiency and reduce fees, with a limited number of bellwether cases arbitrated first, and the results used to inform resolution of the remaining cases, all consistent with due process and the parties' individual rights.

21.8 Arbitration Costs.

Handy Circle will pay all filing, administration, and arbitrator fees that the applicable AAA fee schedule assigns to Handy Circle. Where the AAA Consumer Arbitration Rules apply, Handy Circle will pay the fees the AAA Consumer fee schedule assigns to the business. Where the AAA Employment/Workplace Arbitration Rules apply — as they ordinarily will for a wage, hour, benefits, or worker-classification claim — Handy Circle will pay all fees the AAA Employment/Workplace fee schedule assigns to the employer, including the arbitrator's compensation, so that pursuing arbitration is not cost-prohibitive to you. In no event will you be required to pay any arbitration filing, administration, or arbitrator fee greater than the amount you would pay to file the same claim in a Massachusetts court of competent jurisdiction, and Handy Circle will pay any excess. Each party otherwise bears its own attorneys' fees and costs, except that the arbitrator may (and, where a fee-shifting statute applies, shall) award attorneys' fees, costs, and any other relief that a court could award on an individual basis under the applicable statute or the arbitrator's award.

21.9 Small-Claims Carve-Out.

Either party may bring an individual claim in a small-claims court of competent jurisdiction in Massachusetts instead of arbitration, so long as the matter stays in that court and proceeds only on an individual basis.

21.10 Injunctive Relief and Non-Arbitrable Claims Carve-Out.

Either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect intellectual property or confidential information or to enforce Section 12, pending arbitration. In addition, any claim that, as a matter of law, cannot be compelled to arbitration is carved out and may proceed in court; this Agreement does not waive any non-waivable statutory right, and any such claim proceeding in court will proceed on an individual basis to the fullest extent permitted.

21.11 Your Right to Opt Out.

You may opt out of this arbitration agreement (Section 21) within thirty (30) days after you first accept this Agreement by sending written notice to hello@handy-circle.com or to Handy Circle, Inc., 56 Broad St STE 14252, Boston, MA 02109, stating your name, the email and phone number on your account, and a clear statement that you wish to opt out of arbitration. Opting out will not affect any other part of this Agreement and will not subject you to any penalty or retaliation. If you opt out, disputes will be resolved in the courts identified in Section 26. If you do not opt out within 30 days, you are bound by this arbitration agreement.

21.12 Survival.

This Section 21 survives termination of this Agreement and the closure of your account.

22. Tax Reporting

As an independent contractor, you are solely responsible for reporting and paying all taxes on amounts you earn, including federal and state income tax and self-employment tax, and for any taxes relating to your own employees or subcontractors. Handy Circle does not withhold taxes from your Payouts. Stripe, through your Connected Account, collects your taxpayer identification and Form W-9 information and issues applicable IRS information returns (such as Form 1099-K or 1099-NEC) where required; the Platform's "tax documents" feature deep-links you to Stripe for these forms. You must provide accurate taxpayer information; failure to do so may result in backup withholding by Stripe as required by law. You are responsible for determining and remitting any sales or use tax applicable to your Services, as the Platform does not calculate or collect such taxes on your behalf.

23. Modifications to this Agreement

Handy Circle may modify this Agreement from time to time. We will post the updated Agreement with a new effective date and, for material changes, provide reasonable advance notice through the Platform or by email. Changes apply prospectively. Your continued use of the Platform as a Pro after the effective date of a change constitutes your acceptance of the revised Agreement. If you do not agree to a change, you must stop using the Platform and may close your account. If we make a material change to the arbitration provisions in Section 21, we will provide notice and a renewed opportunity to opt out of the changed arbitration terms as described in Section 21.11; that opt-out applies only to the changes and does not revive a previously expired opt-out right.

24. Electronic Notices

Handy Circle may provide notices to you by email to the address associated with your account, by posting within the Platform, or by other reasonable means, and such notices are deemed received when sent or posted. You may provide notices to Handy Circle by email to hello@handy-circle.com or by mail to Handy Circle, Inc., 56 Broad St STE 14252, Boston, MA 02109, USA; notices to Handy Circle are deemed received when actually received. It is your responsibility to keep your contact information current.

25. Miscellaneous

• Independent Contractor Restated. The parties are independent contractors; nothing in this Agreement creates an employment, agency, partnership, joint-venture, or franchise relationship, and neither party may bind the other.
• Entire Agreement. This Agreement, together with the Terms of Service, the Privacy Policy, and any FCRA disclosure and Stripe agreements referenced herein, constitutes the entire agreement between you and Handy Circle regarding your use of the Platform as a Pro and supersedes all prior agreements on that subject.
• Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions will remain in full force, except as otherwise stated in Section 21.6.
• Assignment. Handy Circle may assign or transfer this Agreement, in whole or in part, without restriction. You may not assign or transfer this Agreement or your account without Handy Circle's prior written consent, and any attempted assignment in violation is void.
• No Waiver. A party's failure to enforce any provision is not a waiver of its right to do so later.
• Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
• Headings. Section headings are for convenience only and do not affect interpretation.
• Survival. Provisions that by their nature should survive termination will survive, as identified in Section 20.

26. Governing Law and Venue

This Agreement and any dispute arising out of or relating to it or the Platform are governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict-of-laws principles, except that the Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions in Section 21. Subject to Section 21, and for any dispute not subject to arbitration, you and Handy Circle consent to the exclusive jurisdiction and venue of the state and federal courts located in Suffolk County, Massachusetts, and waive any objection to venue or inconvenient forum. Nothing in this Agreement waives or limits any non-waivable rights you may have under Massachusetts law, including under M.G.L. c. 93A or the Massachusetts wage and independent-contractor statutes.

27. Contact and Acknowledgment

Questions about this Agreement may be directed to Handy Circle, Inc., 56 Broad St STE 14252, Boston, MA 02109, USA; email hello@handy-circle.com; phone (857) 214-8626; website https://www.handy-circle.com.