CONTRACTOR MARKETPLACE TERMS OF SERVICE AND PLATFORM LICENSE AGREEMENT

This Contractor Marketplace Terms of Service and Platform License Agreement ("Agreement") is a legally binding contract between Wastely Inc. ("Company," "we," "us," or "our") and you, an independent service provider utilizing our software, backend infrastructure, and marketplace ("Contractor," "you," or "your").

By clicking "I Agree," installing, logging into, or using the Company's mobile application, website, or backend platform (collectively, the "Platform"), you agree to be bound by every term of this Agreement. If you do not agree, you are strictly prohibited from accessing or using the Platform.

1. SCOPE OF LICENSE AND INTELLECTUAL PROPERTY

1.1 License Grant

Subject to your strict compliance with this Agreement, Company grants you a limited, non-exclusive, non-transferable, revocable, personal license to use the Platform on supported electronic devices solely for the purpose of viewing available jobs, addresses, customer profiles, or job details (regardless of whether you bid on a job or a job bid of yours was accepted), receiving introductions to end customers ("Customers"), managing bookings, communicating through approved platform channels, and receiving payment for completed jobs.

1.2 Intellectual Property Ownership

You explicitly acknowledge and agree that the Platform, including but not limited to its source code, object code, user interfaces, database structures, matching algorithms, workflows, operational designs, logos, and documentation, is the sole and exclusive property of the Company.

1.3 Anti-Cloning and Competitive Restrictions

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform.
• Copy, frame, mirror, scrape, modify, or create derivative works of any part of the Platform’s frontend layout, business mechanics, backend operations, or database logic.
• Use your access to the Platform to study, map, or analyze our operational workflows to design, build, test, operate, or assist any competing digital marketplace or contractor-matching service.

2. INDEPENDENT CONTRACTOR STATUS, PERSONNEL, AND INSURANCE

2.1 No Employment Relationship

The parties explicitly intend and agree that this Agreement does not create an employer-employee relationship, joint venture, partnership, or agency relationship between Company and Contractor. You operate a distinct, legally independent business entity. You retain total control over your schedule, methods, tools, vehicles, and the specific manner in which you execute jobs for Customers.

2.2 Mandatory Minimum Insurance Requirements

• Commercial General Liability (CGL) Insurance: Coverage with limits of not less than $1,000,000.00 CAD per occurrence, covering bodily injury, property damage, personal injury, and contractual liability.
• Automobile Liability Insurance: Covering all owned, non-owned, and hired vehicles used in connection with performing platform jobs.
• Workers' Compensation Insurance: Where required by applicable local, state, or provincial law.

3. EXCLUSIVITY, NON-CIRCUMVENTION, AND REVENUE PRIVACY

3.1 Strict Non-Circumvention

The Platform acts as the exclusive introductory agent and transaction facilitator. All communications, scheduling, service scope adjustments, and financial transactions with any Customer introduced to or discovered by you via the Platform must occur strictly within the Platform. You are expressly forbidden from bypassing, cutting out, or circumventing the Company to conduct business directly with Customers.

4. LIQUIDATED DAMAGES AND CANNIBALIZATION PROTECTION

4.1 Liquidated Damages ($5,000 USD)

Because calculating exact long-term economic damage and lost lifetime customer value is highly complex, you agree that if you or your Personnel violate Section 3 (Non-Circumvention) by taking a client offline, you owe the Company a fixed sum of $5,000.00 USD per Customer as liquidated damages.

5. CENTRALIZED BILLING, PAYMENTS, AND THE RIGHT OF OFFSET

5.1 Right of Offset (Clawback Provision)

YOU HEREBY GRANT THE COMPANY AN ABSOLUTE AND EXPLICIT RIGHT OF OFFSET. If you owe any debt, liability, refund expense, underwriting cost, or liquidated damages fee to the Company, the Company is legally authorized to freeze, withhold, or permanently deduct the required sum directly from your pending earnings, account balances, or future platform payouts.

6. PRIVACY POLICY & INFORMATION WE COLLECT

• Account Information: Name, email address, phone number, and password created during registration.
• Location Data: Precise geolocation data to match Customers with Contractors for home service jobs.
• Payment Information: Payment methods and billing details processed to facilitate transactions.
• Job Content: Photographs and descriptions uploaded by Contractors upon job completion.
• Communication Logs: Text messages, chat history, and phone call metadata processed through our in-app messaging gateway to coordinate job execution.
• Third-Party Authentication: Profile name, email address, and authentication tokens provided when signing in via Google Sign-In.
• Device & Local Storage: App state data, user preferences, and session tokens stored locally on your device to ensure offline functionality and seamless performance.

7. ACCOUNT DELETION & DATA RIGHTS

You have the right to request deletion of your account and associated personal data at any time. You can submit an online request at wastly.ca/delete-account or by contacting support at go@wastely.ca.

8. DISPUTE RESOLUTION & GOVERNING LAW

This Agreement shall be governed by, interpreted, and construed in accordance with the laws of the Province of Ontario, Canada, with exclusive jurisdiction in the courts located in Ottawa, Ontario, Canada.