RECITALS
UrbanMount operates a technology marketplace platform connecting clients seeking home services with independent contractors ("Pros") who provide such services. This Agreement establishes the terms under which Pro may access and use the UrbanMount Platform to offer and perform services.
1. INDEPENDENT CONTRACTOR RELATIONSHIP
1.1 Independent Status
Pro acknowledges and agrees that:
Pro is an independent contractor, not an employee, agent, partner, or joint venturer of UrbanMount
Pro operates as an independently established business or tradesperson
Pro has complete discretion in determining how to perform services accepted through the Platform
UrbanMount does not supervise, direct, or control how Pro completes any service
No employment relationship exists between Pro and UrbanMount
1.2 Business Operations
Pro represents and warrants that:
Pro is customarily engaged in an independently established trade or business
Pro maintains all necessary tools, equipment, and materials to perform services
Pro is responsible for all business expenses, overhead, and operational costs
Pro determines their own work schedule and may accept or decline service requests at their discretion
2. PLATFORM ACCESS AND USAGE
2.1 Account Registration
By accessing the UrbanMount Platform, Pro agrees to:
Provide accurate, current, and complete registration information
Maintain and promptly update account information
Safeguard account credentials and notify UrbanMount immediately of any unauthorized access
Not create multiple accounts or use fraudulent means to access the Platform
2.2 Compliance with Terms
Pro shall comply with all provisions set forth in:
UrbanMount Global Terms of Use (https://help.urban-mount.com/en/articles/10324510-urbanmount-global-terms-of-use)
Platform Acceptable Use Policy (https://help.urban-mount.com/en/articles/10324703-platform-acceptable-use-policy)
All supplementary policies referenced therein
These documents are incorporated by reference and form part of this Agreement.
3. SERVICE PERFORMANCE OBLIGATIONS
3.1 Professional Standards
Pro agrees to:
Perform all accepted services in a professional, competent, and workmanlike manner
Comply with all applicable federal, state, and local laws, codes, and regulations
Obtain and maintain all required licenses, permits, certifications, and authorizations
Arrive punctually for scheduled appointments
Communicate professionally and courteously with clients and UrbanMount staff
3.2 Service Agreement Formation
Pro understands that:
Service agreements are formed directly between Pro and the client
UrbanMount is not a party to any service agreement
Pro may accept services through AutoMatch, Direct Booking, or Custom Offers
Once accepted, service agreements are legally binding between Pro and client
3.3 Cancellations and No-Shows
Pro acknowledges that:
Cancellations may negatively impact Performance Score
Repeated last-minute cancellations may result in penalties or account suspension
Failure to appear for confirmed appointments constitutes a material breach
Valid safety concerns or emergencies may be reviewed on a case-by-case basis with supporting documentation
4. BACKGROUND CHECKS AND INSURANCE
4.1 Background Check Requirement
Pro consents to:
Submit to background checks coordinated through UrbanMount's third-party provider
Pay any applicable fees associated with background checks
Understand that background checks are not comprehensive guarantees
Maintain eligibility standards as determined by UrbanMount
4.2 Insurance Requirements
Pro shall:
Maintain general liability insurance with minimum coverage as required by applicable law or UrbanMount policy
Provide proof of current insurance coverage upon request
Update insurance documentation before expiration
Understand that any "Insured" badge displayed is informational and does not constitute UrbanMount's endorsement
4.3 Verification Accuracy
Pro represents that:
All submitted documentation regarding licenses, insurance, and credentials is genuine and current
Pro will immediately notify UrbanMount of any changes to licensing or insurance status
Misrepresentation or submission of fraudulent documentation constitutes grounds for immediate termination
5. PAYMENT TERMS
5.1 Service Fees and Pricing
Pro acknowledges that:
Payment for services is processed through UrbanMount's third-party payment processor
UrbanMount may charge a Platform Fee on each transaction
Pricing may be set through AutoMatch upfront pricing or custom quotes
Mid-service changes require client approval through the Platform's change request process
5.2 Payout Processing
Payments are processed according to UrbanMount's standard payout schedule
Pro must maintain valid banking information with the payment processor
UrbanMount reserves the right to collect any debts owed by Pro, including but not limited to SafeStay reimbursements, chargebacks, or other amounts due under this Agreement
5.3 Tax Obligations
Pro understands that:
Pro is solely responsible for all income tax obligations on earnings received through the Platform
UrbanMount does not withhold income taxes on Pro's behalf
As UrbanMount collects full payment from clients and remits payment to Pros, UrbanMount will collect and remit applicable sales taxes as required by state and local law in jurisdictions where UrbanMount has nexus and is deemed a marketplace facilitator
Sales taxes collected by UrbanMount are in addition to Pro's service fees and Platform Feet Fees
In jurisdictions where UrbanMount does not collect sales tax, Pro remains responsible for determining and remitting any applicable sales tax obligations
Pro will receive applicable tax documentation (e.g., Form 1099-NEC) as required by law for income tax reporting
Pro must report all income and remit all applicable taxes to proper authorities
6. SAFESTAY ASSURANCE PROGRAM
6.1 Pro Liability
Pro acknowledges that:
SafeStay Assurance provides limited property damage coverage to clients for losses caused by Pro's negligence or misconduct
Coverage includes property damage up to $2,500 and theft up to $2,500 per occurrence
Stone surface damage is limited to $1,000
If UrbanMount pays a claim under SafeStay Assurance due to Pro's negligence or misconduct, UrbanMount will invoice Pro for the amount paid
Pro agrees to pay any such invoice within thirty (30) days of receipt
If Pro fails to pay the invoice within thirty (30) days, UrbanMount may, at its sole discretion: (i) suspend Pro's account until payment is made, (ii) pursue collection through appropriate legal channels, or (iii) any combination thereof
Pro's agreement to this reimbursement obligation is outlined in UrbanMount's Terms of Use Section 10.8
6.2 Cooperation with Claims
Pro agrees to:
Cooperate fully with any SafeStay claim investigation
Provide documentation, photographs, or testimony as requested
Allow inspection of work or premises if necessary
Acknowledge that UrbanMount's determination regarding claims is final
6.3 Primary Insurance Obligation
Pro's own insurance remains primary for all claims, and SafeStay serves only as a secondary, last-resort program for clients.
7. PERFORMANCE SCORE
7.1 Score Calculation
Pro understands that:
UrbanMount maintains a proprietary Performance Score for each Pro
The Score influences search ranking, AutoMatch priority, and platform visibility
Factors include acceptance rates, completion rates, client ratings, responsiveness, cancellations, and policy compliance
The specific algorithm and weightings are not disclosed
7.2 Score Impact
Negative events affecting Performance Score include:
No-shows or last-minute cancellations
Poor client reviews or ratings
SafeStay claims attributable to Pro
Terms of Service violations
Unresponsiveness to client communications
7.3 Appeals Process
Pro may request review of Performance Score penalties with supporting documentation
UrbanMount reviews appeals at its sole discretion
Safety concerns or documented emergencies may warrant exceptions
Final determinations regarding Performance Score rest with UrbanMount
8. USE OF ASSISTANTS AND SUBCONTRACTORS
8.1 Restrictions on Use of Helpers
Pro acknowledges and agrees that:
For AutoMatch and Direct Booking jobs, Pro must personally perform all work and may NOT use helpers, assistants, or subcontractors
For Custom Offer jobs facilitated through JobSync, Pro may utilize helpers, assistants, or subcontractors ONLY with:
Explicit prior approval from the client
Proper documentation through the JobSync system
Note: This provision is based on Section 5.3 of the UrbanMount Global Terms of Use, which states: "A Specialist may involve helpers if the Client agrees, but the Specialist remains fully liable for paying or supervising those helpers." UrbanMount's platform restricts helper usage to Custom Offer jobs through JobSync only.
8.2 Pro Responsibility
When helpers are permitted on Custom Offer jobs, Pro remains fully liable for:
All work performed by assistants or subcontractors
Payment of compensation to any helpers engaged
Ensuring assistants comply with all safety and professional standards
Any damage, injury, or loss caused by assistants
Verifying that all helpers meet any licensing or insurance requirements applicable to the work being performed
8.3 No UrbanMount Relationship
UrbanMount does not vet, background check, or assume any liability for Pro's assistants or subcontractors.
8.4 Violation of Helper Restrictions
Use of helpers on AutoMatch or Direct Booking jobs, or use of helpers on Custom Offer jobs without proper client approval through JobSync, constitutes a material breach of this Agreement and may result in:
Immediate account suspension or termination
Forfeiture of payment for the job in question
Liability for any claims or damages arising from the unauthorized helper's actions
Removal from the Platform
9. INTELLECTUAL PROPERTY AND CONFIDENTIALITY
9.1 Platform License
UrbanMount grants Pro a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for obtaining and performing services.
9.2 Proprietary Information
Pro agrees to:
Maintain confidentiality of any non-public information about UrbanMount's business operations, software, or strategies
Not reverse-engineer, decompile, or attempt to access Platform source code
Not use confidential information for personal gain or competitive purposes
9.3 User Content License
By posting content to the Platform, Pro represents and warrants that Pro owns all rights to such content or has obtained all necessary permissions and licenses to grant the rights herein. Pro grants UrbanMount a non-exclusive, perpetual, worldwide, royalty-free license to use, display, modify, and distribute such content for Platform operations and promotional purposes. Pro agrees to indemnify UrbanMount against any claims arising from Pro's breach of this representation.
10. PROHIBITED ACTIVITIES
Pro shall NOT:
Circumvent UrbanMount's payment system or solicit off-platform payments
Misrepresent credentials, licenses, insurance, or qualifications
Engage in harassment, discrimination, or abusive behavior
Post fraudulent reviews or manipulate the rating system
Disclose client personal information for unauthorized purposes
Perform services requiring licenses that Pro does not possess
Violate any provision of the Platform Acceptable Use Policy
11. REPRESENTATIONS AND WARRANTIES
Pro represents and warrants that:
Pro is at least 18 years of age and has legal capacity to contract
All information provided to UrbanMount is accurate and truthful
Pro holds all necessary licenses, permits, and insurance required to perform services
Pro will comply with all applicable laws and regulations
Services will be performed in a professional and workmanlike manner
Pro will not infringe on third-party intellectual property or privacy rights
12. INDEMNIFICATION
Pro agrees to defend, indemnify, and hold harmless UrbanMount, its affiliates, officers, directors, employees, and agents from all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:
Pro's performance or non-performance of services
Pro's violation of this Agreement or applicable law
Property damage or personal injury caused by Pro's negligence or misconduct
Misrepresentation of credentials, licenses, or insurance
Actions of Pro's assistants or subcontractors
Breach of any representation or warranty made herein
13. LIMITATION OF LIABILITY AND DISCLAIMERS
13.1 Platform "As Is"
UrbanMount provides the Platform on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind, express or implied.
13.2 No Guarantee of Work
UrbanMount makes no guarantee regarding:
The volume or frequency of service requests
Minimum income or earnings
Specific Performance Score or ranking
Continued access to the Platform
13.3 Limitation of Damages
To the fullest extent permitted by law, UrbanMount shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits or revenue.
14. DISPUTE RESOLUTION
14.1 Informal Negotiations
Before initiating formal proceedings, parties agree to negotiate disputes in good faith for 30 days after written notice.
14.2 Binding Arbitration (U.S. Pros)
Except for excluded disputes, all disputes shall be resolved through final and binding arbitration administered by the American Arbitration Association under the Federal Arbitration Act.
14.3 Class Action Waiver
Pro waives the right to participate in class actions, consolidated actions, or representative proceedings. All disputes must proceed on an individual basis.
14.4 Governing Law
This Agreement is governed by the laws of the State of Delaware, without regard to conflict of law principles.
15. TERM AND TERMINATION
15.1 Term
This Agreement becomes effective upon Contractor's acceptance and continues until terminated by either party.
15.2 Termination by Pro
Pro may terminate by providing written notice to UrbanMount, subject to completion of all pending service obligations.
15.3 Termination by UrbanMount
UrbanMount may suspend or terminate Pro's access:
Immediately for material breach of this Agreement
For repeated policy violations
For fraudulent activity or misrepresentation
For safety concerns or unacceptable Performance Score
At UrbanMount's sole discretion with or without cause
15.4 Effect of Termination
Upon termination:
Pro's access to the Platform will cease immediately
Pending payments for completed services will be processed according to standard procedures
All outstanding debts, invoices, or amounts owed to UrbanMount become immediately due and payable
UrbanMount reserves the right to pursue collection through appropriate legal channels
Sections regarding indemnification, confidentiality, dispute resolution, and limitation of liability survive termination
16. GENERAL PROVISIONS
16.1 Entire Agreement
This Agreement, together with the incorporated Terms of Use and policies, constitutes the entire agreement between the parties and supersedes all prior agreements.
16.2 Amendments
UrbanMount may modify this Agreement at any time. Continued use of the Platform after notice of changes constitutes acceptance of the modified terms.
16.3 Assignment
Pro may not assign this Agreement without UrbanMount's prior written consent. UrbanMount may assign this Agreement at its discretion.
16.4 Severability
If any provision is found unenforceable, the remaining provisions continue in full force and effect.
16.5 No Waiver
Failure to enforce any provision does not constitute a waiver of that or any other provision.
16.6 Notices
All notices shall be sent to:
UrbanMount:
UM Technologies Inc.
8 The Green #19450
Dover, DE 19901
Pro:
Address and email on file with UrbanMount account
17. ACKNOWLEDGMENT AND ACCEPTANCE
By using the Urbanmount platform, the Pro agrees that:
Pro has read and understands this entire Agreement
Pro has reviewed the UrbanMount Global Terms of Use and Platform Acceptable Use Policy
Pro agrees to be bound by all terms and conditions herein
Pro understands the independent contractor relationship
Pro acknowledges there are no guaranteed earnings or volume of work
Pro accepts the dispute resolution provisions, including arbitration and class action waiver
IMPORTANT NOTICE: This Agreement contains mandatory arbitration and class action waiver provisions that affect your legal rights. Please review Section 14 carefully. You may opt out of arbitration within 30 days by providing written notice to UrbanMount as specified in the Terms of Use.