Pro Services Agreement

1. Independent Contractor Status

1.1 You are an independent contractor and an independent business. Nothing here creates an employment, agency, partnership, joint-venture, or franchise relationship with Kerf.

1.2 You retain sole control over how you perform Services — methods, tools, scheduling, pricing (subject to Platform fee structures), and which jobs you accept or decline. Kerf does not supervise, direct, or control your work.

1.3 You are responsible for your own business expenses, taxes, and obligations. Kerf does not withhold taxes. You are responsible for reporting and paying all taxes on amounts you earn. As a payment facilitator, Kerf may be required to issue tax-reporting forms (such as IRS Form 1099-K or 1099-NEC) for payments that meet applicable reporting thresholds.

1.4 You are free to provide services outside the Platform and to use other platforms.

1.5 Acknowledgment

At onboarding, you affirmatively acknowledge that you are registering as an independent contractor, not an employee of Kerf, and that you are solely responsible for your own taxes, insurance, licensing, and work quality. Kerf may record the date and time of this acknowledgment.

2. Eligibility and Verification

2.1 You must be at least 18, legally able to work and contract, and operate a legitimate business providing the services you list.

2.2 You must provide accurate information about your business, services, service area, and qualifications, and you authorize Kerf to review submitted credentials and display verification badges where applicable. Verification is limited to reviewing submitted information and is not a guarantee to any Customer of your competence, current licensure, insurance, or work quality.

2.3 You must hold and maintain all licenses, permits, registrations, and certifications required by law for your Services, and provide proof upon request.

3. Insurance

3.1 You are required to carry and maintain appropriate insurance for your business and Services, including general liability insurance in amounts appropriate to your trade and as required by law. Kerf may require you to provide proof of general liability coverage, and you agree to furnish a certificate of insurance upon request.

3.2 You are solely responsible for any property damage, personal injury, or other loss arising from your Services. Such claims are between you (and your insurer) and the affected party. Kerf is not liable for, and does not insure against, damage or injury caused by your work.

4. Your Services and Conduct

4.1 You are solely responsible for performing Services competently, safely, lawfully, and as agreed with the Customer.

4.2 You will deal honestly and professionally with Customers, provide accurate quotes, honor agreed pricing, and communicate in good faith.

4.3 You will comply with the Acceptable Use Policy and not engage in fraud, misrepresentation, harassment, discrimination, or unlawful conduct.

4.4 The agreement to perform Services is directly between you and the Customer; Kerf is not a party and is not responsible for either party's performance.

5. Fees and Payments

5.1 Marketplace Jobs

For marketplace jobs obtained through Kerf, a pro platform fee applies to the job amount as disclosed (currently 3%); Customers may separately pay a customer service fee.

5.2 CRM Invoices

For invoices you send to your own pre-existing clients through Kerf's tools, the fee terms disclosed on the Platform apply (current model: a client-side service fee only; the Pro pays no platform fee and keeps 100% of the invoice). Using Kerf's CRM tools for your own existing clients is an intended and encouraged use.

6. Payouts, Authorization/Capture, and Reversals

6.1 Payment Facilitation

Payments are processed by our third-party payment processor. To receive payouts, you must complete the processor's onboarding and verification and maintain a valid connected account.

6.2 Authorization/Capture

Customer payments for marketplace jobs may be authorized on acceptance and captured on completion and confirmation. If a job does not complete, the authorization may be released and no payment made. Payout depends on the job completing and the Customer's payment being successfully captured.

6.3 Payout Timing

Payouts are made to your connected account after job completion and confirmation, subject to the processor's schedules and any holds.

6.4 Reversals and Offsets

Refunds, chargebacks, or reversals may occur (e.g., non-completion, disputes, fraud). Corresponding amounts — including any payout already made to you — may be reversed or offset against your balance in accordance with Kerf's policies and the processor's terms, including handling of negative balances.

7. Subscriptions (Pro+)

7.1 Certain features require a paid Pro+ subscription, billed monthly or annually at disclosed rates, renewing automatically until cancelled. Except as required by law or as otherwise stated in a specific offer, subscription fees are non-refundable, and cancellation takes effect at the end of the current billing period.

7.2 Promotional pricing, including any founding-Pro offer, applies only as described in the specific offer, for its stated duration and eligibility, including on renewal and plan changes. Any grandfathered pricing continues only as expressly stated in the applicable offer.

8. Reviews and Reputation

Customers may review and rate your Services. Reviews reflect Customer opinions; Kerf does not guarantee their accuracy and is not liable for their content, subject to the Terms. You will not solicit false reviews, manipulate ratings, or retaliate against Customers for honest feedback.

9. Disputes with Customers

9.1 Disputes about Services are primarily between you and the Customer. Kerf may provide facilitation tools and processes but does not adjudicate the merits of service-quality disputes and does not guarantee any outcome, as described in the Dispute Resolution Policy.

9.2 You retain your normal legal remedies for non-payment or other claims against a Customer. Kerf is not your collections agent and does not enforce payment on your behalf beyond the Platform's payment features.

9.3 Where a dispute over a captured payment cannot be resolved between you and the Customer, Kerf may apply its then-current default resolution procedures as disclosed on the Platform.

10. Off-Platform Transactions and Anti-Circumvention

For jobs Kerf originates through the marketplace, you agree not to circumvent or evade Platform fees by taking the transaction off-Platform, as described in the Terms of Service and Acceptable Use Policy. This restriction does not apply to your own pre-existing clients, whom you may manage through Kerf's CRM tools — that is an intended use.

11. Suspension and Termination

Kerf may suspend or terminate your Pro account for violation of this Pro Agreement, the Terms, or the Acceptable Use Policy, for conduct harming users or the Platform, or as otherwise permitted. You may stop using the Platform at any time; obligations accrued before termination (including fees, reversals, and indemnities) survive.

12. Indemnification

You agree to indemnify and hold harmless Kerf and its owners, members, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from your Services, conduct, or content, your violation of this Pro Agreement or applicable law, or any damage, injury, or dispute arising from work you perform.

13. Disclaimers and Limitation of Liability

The disclaimers and limitations of liability in the Terms of Service apply to your use of the Platform and are incorporated here.

14. Changes

Kerf may update this Pro Agreement, posting the updated version with a new "Last Updated" date and providing notice where required. Continued use as a Pro after changes take effect constitutes acceptance.

15. Governing Law

This Pro Agreement is governed by the laws of the State of Ohio, consistent with the Terms of Service.

16. Contact

Kerf Technologies LLC

Northeast Ohio

Email: support@kerfapp.io