Partnership Agreement

Fixbid Partnership Agreement

Last Updated: July, 2018

These terms of service (as amended, modified or restated from time to time, this “Agreement”) constitute a legally binding agreement between the undersigned noted on the signature page hereto as “You” (“you” and “your”) and Fixbid, Corp. (“Fixbid,” “we,” “us” or “our”) governing your participation in the Fixbid partnership Program (the “Partnership Program”).

By entering into to this Agreement, you expressly acknowledge that you understand this Agreement and have reviewed it with your counsel, and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT PARTICIPATE IN THE PARTNERSHIP PROGRAM.

The Fixbid Service Platform and Partnership Program

Fixbid intends to provide Participants a mobile application, website and technology platform (collectively, the “Fixbid Platform”), which will be a digital marketplace through which persons seeking plumbing services will be matched with plumbers. Plumbers and customers are collectively referred to herein as “Users” of the Fixbid mobile application (“Service Platform”). Companies that are permitted by us to provide services through the Fixbid Platform are referred to herein as “Participants.” In order to be a Participant you must create a Participant account and remain in good standing under this Agreement. Fixbid reserves the right to modify, suspend or terminate your participation in the Partnership Program or any portion thereof at any time in Fixbid’s sole discretion.

Modification to the Agreement

In the event Fixbid modifies the terms and conditions of this Agreement, such modifications shall be automatically binding on you upon written notice of the applicable modifications from Fixbid to you; provided that such modifications must apply generally to all other similarly situated Participants; provided further that any other modifications of the type that are not described in the foregoing proviso shall only be binding on you upon your acceptance of the modified Agreement (it being agreed that your continued participation in the Participation Program after receiving notice of such change shall constitute your acceptable of such change). Fixbid reserves the right to modify any information referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting. Continued participation in the Partnership Program after any such changes shall constitute your consent to such changes.

Eligibility

You may only participate in the Partnership Program if you can form legally binding contracts under applicable law. The Partnership Program is only available for a company that has operates a plumbing business of sufficient quality and condition as shall be determined by Fixbid in its sole discretion. By becoming a Participant, you represent and warrant that you have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement on behalf of yourself and any entity that you represent. You may not allow other persons to use your Participant account.

Payment

A. Earning Payments

Upon receipt of payment from relevant customer-Users, Fixbid shall pay you a project service fee (the “Service fee(s)”) for the relegant project according to the Participant’s project service payment [Rules], subject to payment amounts as described in exhibit A Payment Terms and Conditions.

The amount of the Project service fee is determined applicable criteria for qualifying as a portion of the project service fee (the “service fee”).

Fixbid will process all payments due to you through company’s payments processor. You acknowledge and agree that any payments to you shall not include any interest and will be net of any amounts that we are required to withhold by law.

Fixbid will set 90% of project service amounts that you can earn through the project completion and achieved customer satisfaction process that will require 3(three)days of process.

Payments may be changed at Fixbid’s discretion through the Fixbid business notification in written and the Participant Portal.

B. Payment Adjustment

Fixbid reserves the right to adjust, withhold or deny project service fee obtained in the event that Fixbid determines or believes that the payment was made in error or earned in violation of this Agreement or the customer qualification Rules. Fixbid’s decision to adjust or withhold the project service fee in any way shall be exercised in a reasonable manner.

Fixbid Communications

By becoming a Fixbid Partner, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Fixbid or its affiliates may include but are not limited to: operational communications concerning your Participant account or the Partnership Program, updates concerning new and existing features on the Fixbid Platform, communications concerning promotions run by us or our third- party Participants, and news concerning Fixbid and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.

Your Information

Your Information is any information you provide, post to or through the Fixbid Platform (including any profile information you provide) or send to other Users (including via in-application feedback, any email feature, or through any Fixbid- related social media posting). You consent to us using your Information to create an account that will allow you to use the Fixbid Platform and participate in the Partnership Program.

You are solely responsible for your Information and your interactions with other members of the public, and we act only as a passive conduit for your online posting of your Information. You agree to provide and maintain accurate, current and complete information and that we and other members of the public may rely on your Information as accurate, current and complete.

To enable Fixbid to use your Information, you grant to us a non-exclusive, nationwide, perpetual, irrevocable, royalty-free, transferable right and license to exercise the copyright, publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute such Information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known.

Fixbid does not assert any ownership over your Information; rather, as between you and Fixbid, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Information and any intellectual property rights or other proprietary rights associated with your Information, in each case that is owned by you.

Restricted Activities

With respect to your participation in the Partnership Program, you agree that you will not:

impersonate any person or entity;
stalk, threaten, or otherwise harass any person, or carry any weapons;
violate any law, statute, rule, permit, ordinance or regulation;
interfere with or disrupt the Fixbid Platform or the servers or networks connected to the Fixbid Platform;
not make any misrepresentation regarding Fixbid, the Fixbid Platform, the Partnership Program or your status as a Participant;
post information or interact in a manner which is false, inaccurate, misleading (directly or by omission or failure to update information), defamatory, libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, or illegal;
use the Fixbid Platform in any way that infringes any third party’s rights, including but not limited to: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Fixbid Platform;
“frame” or “mirror” any part of the Fixbid Platform, without our prior written “authorization or use meta tags or code or other devices containing any reference “to us in order to direct any person to any other web site for any purpose; or
modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Fixbid Platform or any software used on or for the Fixbid Platform;
rent, lease, lend, sell, redistribute, license or sublicense the Fixbid Platform or access to any portion of the Fixbid Platform;
use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Fixbid Platform or its contents;
transfer or sell your Participant account, password and/or identification to any other party
discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or
cause any third party to engage in the restricted activities above.

Representations and Warranties

You hereby represent and warrant that you will comply with all applicable laws and regulations (including copyright and trademark laws and anti-spam laws) in connection with your participation in the Partnership Program and you will not use the Fixbid Platform, Fixbid Codes, or anything in connection with this Partnership Program for any illegal or unauthorized purpose. You warrant that your participation in the Partnership Program does not and will not violate any agreement between you and any third party. Except for the foregoing, neither party makes any warranties, express or implied, with respect to the Partnership Program or any products or services, including without limitation implied warranties of fitness, merchantability or non-infringement of the Fixbid Code, the Fixbid platform, or any Fixbid services.

Intellectual Property

All intellectual property rights in the Fixbid Platform shall be owned by Fixbid absolutely and in their entirety. These rights include and are not limited to database rights, patents, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Fixbid Platform are the property of us, or if not purported to be owned by us, then property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of Fixbid. Fixbid shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

PlumPlus and other Fixbid logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of Fixbid in the United States and/or other countries (collectively, the “Fixbid Marks”). Fixbid grants to you, during the term of this Agreement, and subject to your compliance with the terms and conditions of this Agreement, a limited, revocable, non-exclusive license to display and use the Fixbid Marks solely in connection with generating referrals through the Partnership Program (“License”). The License is non-transferable and non- assignable, and you shall not grant to any third party any right, permission, license or sublicense with respect to any of the rights granted hereunder without Fixbid’s prior written permission, which it may withhold in its sole discretion. The Fixbid Marks may not be used in any manner that is likely to cause confusion.

You acknowledge that Fixbid is the owner and licensor of the Fixbid Marks, including all goodwill associated therewith, and that your use of the Fixbid Marks will confer no additional interest in or ownership of the Fixbid Marks in you but rather inures to the benefit of Fixbid. You agree to use the Fixbid Marks strictly in accordance with Fixbid’s Trademark Usage Guidelines in Exhibit B, as may be provided to you and revised from time to time, and to immediately cease any use that Fixbid determines to nonconforming or otherwise unacceptable.

You agree that you will not: (1) create any materials that incorporate the Fixbid Marks or any derivatives of the Fixbid Marks other than as expressly approved by Fixbid in writing; (2) use the Fixbid Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the Fixbid Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair Fixbid’s rights as owner of the Fixbid Marks or the legality and/or enforceability of the Fixbid Marks, including, without limitation, challenging or opposing Fixbid’s ownership in the Fixbid Marks; (4) apply for trademark registration or renewal of trademark registration of any of the Fixbid Marks, any derivative of the Fixbid Marks, any combination of the Fixbid Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Fixbid Marks; or (5) use the Fixbid Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.

Violation of any provision of this License may result in immediate termination of the License, in Fixbid’s sole discretion. If you create any materials bearing the Fixbid Marks (in violation of this Agreement or otherwise), you agree that upon their creation Fixbid exclusively owns all right, title and interest in and to such materials, including without limitation any modifications to the Fixbid Marks or derivative works based on the Fixbid Marks. You further agree to assign any interest or right you may have in such materials to Fixbid, and to provide information and execute any documents as reasonably requested by Fixbid to enable Fixbid to formalize such assignment.

Disclaimers

The following disclaimers are made on behalf of Fixbid, our affiliates, subsidiaries, parents, successors and assigns, and each of our and their respective officers, directors, employees, agents, and equityholders (collectively, our “Related Parties”).

The Fixbid Platform is provided on an “as is” basis and without any representation, warranty or condition, express, implied or statutory. We do not guarantee and do not promise any specific results from use of the Fixbid Platform, including the ability to use the Fixbid Platform or make Referrals at any given project pricing, project location or project time. To the full extent permitted by applicable law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.

We do not warrant that your use of the Fixbid Platform will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error- free, or will meet your requirements, that any defects in the Fixbid Platform will be corrected, or that the Fixbid Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the Fixbid Platform.

Fixbid is not responsible for the conduct online service process for any User of the Fixbid Platform.

Notwithstanding anything to the contrary herein, Fixbid shall not be liable for any loss, injury, delay, damage, or other casualty suffered or incurred by the other Party as a result of any strike, riot, storm, fire, explosion, act of God, war, governmental action, or other similar cause that is beyond such Party’s reasonable control (herein defined as “Force Majeure”), and any failure or delay in performance of any of our obligations under this Agreement because of one or more of the foregoing causes shall not be considered a breach of this Agreement. Fixbid expressly disclaims any liability arising from the unauthorized use of your account. Should you suspect that any unauthorized party may be using your Participant account or you suspect any other breach of security, you shall notify us immediately.

It is possible for others to obtain information about you that you provide, publish or post to or through the Fixbid Platform (including any profile information you provide) or send with other Users, and to use such information to harass or harm you. We are not responsible for the use of any personal information that you disclose to other Users. Please carefully select the type of information share or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”).

Opinions, advice, statements, offers, or other information or content concerning Fixbid or made available through the Fixbid Platform, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted by third parties, whether on the Fixbid Platform or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the Fixbid Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.

Indemnity

You shall defend, indemnify, and hold Fixbid including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless for any losses, costs, liabilities, damages, fines, taxes and expenses (including reasonable attorneys’ fees) relating to or arising out of (i) any of your Information, (ii) any use of or disclosure of your Information on any SNS Account, (iii) your breach of this Agreement, and you're your participation in the Partnership Program, including: your breach of this Agreement or your violation of any law or the rights of a third party. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL Fixbid, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “Fixbid” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU or any other person or entity FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE Fixbid PLATFORM, THE PARTNERSHIP PROGRAM, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), lOST pROFITS OR DIMINUTION IN VALUE. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.

Term and Termination

This Agreement is effective upon the execution of this Agreement by both parties. Either partymay terminate this Agreement at any time for any or no reason, without explanation, effective upon sending written or email notice to the other party; such termination shall be effective sixty (60) after the date on which such notice is delivered by the terminating party to the other party. Without limiting the foregoing, Fixbid may also terminate this Agreement at any time, effective immediately upon written or email notice to you upon receipt of third-party complaints or for dishonesty, fraud, embezzlement, gross negligence, inappropriate, offensive or unlawful behavior towards Fixbid employees, other Fixbid Users or contractors, or the public, or for other similar conduct on the part of you. Fixbid may terminate the Partnership Program in part or entirely. Fixbid maintains sole discretion to prohibit your participation in the Partnership Program in the future, for any or no reason. Notwithstanding anything to the contrary herein, Sections 2, 5, 6, and 7-17 shall survive any termination or expiration of this Agreement.14. Dispute Resolution and Arbitration Agreement

A. Agreement to Binding Arbitration between You and Fixbid

YOU AND Fixbid MUTUALLY AGREE TO WAIVE YOUR AND OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, as set forth below. This agreement to arbitrate (this “Arbitration Agreement”) is governed by the Federal Arbitration Act and survives after the Agreement terminates or your relationship with Fixbid ends. ANY ARBITRATION UNDER THIS PROVISION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Except as expressly provided below, this Arbitration Agreement applies to all Claims (defined below) between you and Fixbid, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders, in each case in respect of this Agreement and the matters contemplated herein, and the Fixbid Platform.

Except as expressly provided below, ALL DISPUTES AND CLAIMS BETWEEN US (EACH A “CLAIM” AND COLLECTIVELY, “CLAIMS”) SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN YOU AND Fixbid. These Claims include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), the Partnership Program, Referrals, your relationship with Fixbid as a Partner, the threatened or actual suspension, deactivation or termination of your Partner Account or this Agreement, payments made by you or any payments made or allegedly owed to you under this Agreement, any city, county, state or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws; claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for individual claims for employee benefits under any benefit plan sponsored by Fixbid and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law (including tort) claims. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.

BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND Fixbid ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION PROVISION. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.

B. Prohibition of Class Actions and Non-Individualized Relief.

YOU UNDERSTAND AND AGREE THAT YOU AND Fixbid MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS (“CLASS ACTION WAIVER”). YOU UNDERSTAND AND AGREE THAT YOU AND Fixbid BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING.

The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis.

Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, the class, collective, and/or representative action on such Claims must be litigated in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.

C. Rules Governing the Arbitration.

Any arbitration conducted pursuant to this Arbitration Agreement shall be administered by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules that are in effect at the time the arbitration is initiated, as modified by the terms set forth in this Agreement. Copies of these rules can be obtained at the AAA’s website (www.adr.org) (the “AAA Rules”) or by calling the AAA at 1-800-778-7879. Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules, but in no event shall the arbitrator consolidate more than one person’s Claims, or otherwise preside over any form of representative, collective, or class proceeding.

As part of the arbitration, both you and Fixbid will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim. The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claims. The arbitrator will provide a reasoned written statement of the arbitrator’s decision which shall explain the award given and the findings and conclusions on which the decision is based.

The arbitrator will decide the substance of all claims in accordance with applicable law, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Parters, but is bound by rulings in prior arbitrations involving the same Participant to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

15. Confidentiality

You agree not to use any technical, financial, strategic or other proprietary and confidential information relating to Fixbid’s business, operations and properties (“Confidential Information”) disclosed to you or any of your employees, advisers, representatives or agents (collectively, your “Representatives”) by Fixbid for your own use or for any purpose other than as expressly contemplated herein. You shall not (and you shall not permit your Representatives to) disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Fixbid in order to prevent it from falling into the public domain, and you shall be responsible for any violation of the restrictions herein by any of your Representatives. Notwithstanding the above, you shall not have liability to Fixbid with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed to you by Fixbid or has entered the public domain through no fault of yours or your Representatives; or was known to you, without restriction (and without being subject to any confidentiality obligation in favor of any person or entity), at the time of disclosure, as demonstrated by files in existence at the time of disclosure. You may disclose Confidential Information to the extent required by any order or requirement of a court, administrative agency, or other governmental body; provided, however, that You shall provide prompt notice of such court order or requirement to Fixbid to enable Fixbid to seek a protective order or otherwise prevent or restrict such disclosure.

16. Relationship with Fixbid

You acknowledge and agree that you and Fixbid are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and Fixbid expressly agree expressly agree that

(1) this is not an employment agreement and does not create an employment relationship between you and Fixbid; and

(2) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind Fixbid, and you undertake not to hold yourself out as an employee, agent or authorized representative of Fixbid.

Fixbid does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement, including in connection with your provision of Referrals or your acts or omissions. You retain the sole right to determine when, where, and for how long you will utilize the Fixbid Platform or perform the Service. You acknowledge and agree that you have complete discretion to provide Referrals or otherwise engage in other business or employment activities

You agree to report as self-employment income all Referral Payments received by you pursuant to this Agreement. You shall indemnify Fixbid and our Related Parties, and hold us and our Related Parties harmless, for, from and against all claims, damages, losses and expenses, including reasonable fees and expenses of attorneys and other professionals, relating to any obligation imposed by law on us to pay any withholding taxes, social security, unemployment or disability insurance, or similar items in connection with compensation received by you pursuant to this Agreement. You will not be entitled to receive any vacation or illness payments, or to participate in any plans, arrangements, or distributions by Fixbid pertaining to any bonus, stock option, profit sharing, insurance or similar benefits for Fixbid’s employees.

17. General

This Agreement shall be governed by the laws of the State of California without regard to choice of law principles. This choice of law provision is only intended to specify the use of California law to interpret this Agreement and is not intended to create any other substantive right for non- Californians to assert claims under California law whether by statute, common law, or otherwise. If any provision of this Agreement is or becomes invalid or non- binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non- binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. You agree that this Agreement and all incorporated agreements may be automatically assigned by Fixbid, in our sole discretion by providing notice to you. You may not assign or delegate this Agreement or any rights or obligations hereunder without the prior written consent of Fixbid. Except as explicitly stated otherwise in a written notice from us to you, any notices to Fixbid shall be given by certified mail, postage prepaid and return receipt requested to Fixbid, Inc., 3038 Scott blvd, San Jose, CA 95054. Any notices to you shall be provided to you through the Fixbid Platform or given to you via the email address or physical you provide to Fixbid during the registration process. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between you and Fixbid with respect to the subject matter hereof and supersedes all previous understandings and agreements regarding such subject matter between the parties, whether oral or written. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular Section or paragraph hereof; (ii) the word “including” means “including, but not limited to”; (iii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iv) “or” means “and/or”; and (v) words importing the singular shall also include the plural, and vice versa.

Fixbid Corp.

By:

Name:

Title:

Date:

Larratt Bros Plumbing Inc.

By:

Name:

Title:

Date:

Exhibit A : Payment Terms and Conditions

Payments. The Fixbid Servoice Platform facilitates customer(Service requester, here in after “Customer”)-pro technician contracts by supplying a medium through which Requesters can connect with pro technicians, schedule Professional Services(Plumbing, Painting and more), and make payments for Professional Services ("Payments"). Customers are obligated to pay for the Professional Services and/or necessary parts through the Fixbid Service Platform. Right after completion of project and confirmed by customer by signing confirmation on pro technician’s mobile platform, Fixbid will charge the Customer's credit card according to the amount the Customer has agreed to on the Fixbid Platform with respect to all Professional Services and consumed parts, the customer has ordered and payments for reimbursement costs, fees or expenses associated with a Professional Service.
Fixbid will use third party services to process credit card information. By accepting this Agreement, Customers are giving Fixbid (or a third-party payment processor on Fixbid’s behalf) permission to charge on-file credit card, debit card, or other approved methods of payment for fees that customer owe Fixbid.
Fixbid retain the right, in our sole discretion, to place a hold on the Customer's credit card for an ordered or completed Professional Service transaction. Three(3) working days after a Professional Service is completed, if there is no complaint by the Customer, we will mark the Professional Service as closed.
All Payments by Customers must be made through the Fixbid Platform. While Fixbid will use commercially reasonable efforts to ensure the security of all credit card and all other personal information, we expressly disclaim any liability for any damage that may result should any information be released to any third parties, and you agree to hold us harmless for any damages that may result therefrom.
If Fixbid determine that partner’s actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to PlumPlus or third parties, then Fixbid may withhold any payments to partners
For any amounts that Fixbid determine partner owe Fixbid, Fixbid may (a) offset any amounts that are payable by partner to Fixbid (in reimbursement or otherwise) against any payments Fixbid may make to partner; (b) invoice partner for amounts due to Fixbid, in which case partner will pay the invoiced amounts upon receipt; (c) reverse any credits to partner’s bank account.

Exhibit B. Trademark usage guideline

Note : Trademark has been filed to USPTO and waiting for status updates.

While we’re waiting for information from USPTO, we’re Open to discuss with Partners.