Urbanmount Pro Agreement

This Pro Agreement is the master agreement between UM Technologies Inc. d/b/a Urbanmount ("Urbanmount") and the person or business enrolled as a Pro ("Pro"). It governs the Pro's relationship with the Platform. Each job the Pro separately accepts creates a Service Work Order under this Agreement.

This Agreement does not assign a job by itself. It should be read with the Platform Terms, Community and Content Standards, Payment and Payout Policy, and Pro Deactivation and Appeals Policy shown to the Pro for acceptance.

An optional Pro Recruiting or Pro Client Affiliate program uses its own program terms and displayed offer. Accepting a job does not enroll the Pro in an optional referral program, and a referral reward or commission is not payment for a Work Order.

1. Independent business relationship

The Pro operates an independent business and is the seller and field-Service provider for each Work Order the Pro accepts. Urbanmount provides marketplace, pricing, dispatch, communications, payment, support, and related Platform services. Urbanmount is not the installer or field-Service provider.

Urbanmount may add, replace, change, test, combine, automate, suspend, or discontinue Platform features, ways Services are offered, providers, connections with other services, methods, communication channels, and technologies, including without limitation tools for offers, pricing, scheduling, dispatch, location, communications, media, artificial intelligence, identity, screening, security, fraud, payments, payouts, support, analytics, and Store or Partner experiences. A named example does not limit what Urbanmount may do.

The Pro chooses whether to accept an offered job. Before accepting, the Pro sees the expected payout and the work to be performed. The Pro controls the professional manner and means of doing the work, subject to the accepted result, scope, timing, safety requirements, property rules, applicable law, and Platform standards.

The Pro cannot bind Urbanmount or a Store, make promises for them, or represent that the Pro is their employee, agent, or insurer.

2. Eligibility information

The Pro must provide accurate identity, contact, tax, payment, insurance, credential, skill, vehicle, tool, capability, and other information needed for Platform eligibility. The Pro must keep it current and promptly report a material change.

Urbanmount may verify this information and apply Service, capability, state, and ZIP eligibility rules. Those rules decide whether work is offered, hidden, or blocked. They do not create separate local Pro Agreements.

3. Background screening

Urbanmount orders and administers one onboarding background check using the selected provider's standard identity and criminal/public-record screening. Urbanmount receives the report, decides Platform eligibility, and handles review, overrides, and adverse action. A Store has no screening role and receives no report, result, status, reason, or screening information.

The onboarding check is not continuous monitoring. A later recheck requires a specific documented reason, a new standalone disclosure, and a new written authorization from the Pro before it is ordered.

The screening does not include investigative interviews, reference calls, credit checks, drug testing, or employment or education verification.

Only authorized personnel whose work requires it may access a raw report or make or change a screening decision. Other personnel receive only the limited status needed for their work. Access, decisions, notices, and reviews are recorded.

4. Insurance, licenses, and credentials

The Pro must provide evidence acceptable to Urbanmount showing at least $300,000 in general-liability insurance and keep that evidence current while eligible for new jobs. This is Urbanmount's universal Platform minimum. It does not create separate requirements by Service, trade, or jurisdiction.

Insurance evidence does not guarantee that a policy applies, remains active, or will defend or pay a claim. A deductible, exclusion, denial, lapse, exhausted limit, or insurer decision does not by itself decide the Pro's responsibility for proven conduct.

The Pro is responsible for every license, permit, registration, certification, and legally required Service-contract disclosure that applies to a Work Order. The Pro must not accept work the Pro cannot lawfully contract for or perform.

5. Job offers and Work Orders

An available job is not a contract. The Pro may review and decline an unaccepted opportunity without an Opportunity Score penalty.

When the Pro presses the final accept-job button, Urbanmount checks current eligibility, availability, job details, compensation, dependencies, and whether the Pro has accepted the current Pro Agreement documents. The Pro's separate acceptance creates the Work Order and a direct Service obligation to the Customer.

For a Service with more than one Pro, each Pro accepts only the assigned part. The Work Order states the scope and exclusions; visits, timing, location, and dependencies; expected payout; cancellation and change rules; responsibility; and applicable policies. It identifies the same Service and assigned work shown in the Customer's booking.

6. Accepting the current Pro Agreement documents

If new Pro Agreement documents apply and the Pro has not accepted them, the Pro may still enter the app, receive notifications, view Home, browse available jobs, open job details, and perform work already accepted. Any reminder shown during those activities must be dismissible.

The new Pro Agreement documents are required only when the Pro tries to accept a new job. Accepting those documents does not also accept the job. Urbanmount must show the current job again and require a separate job-acceptance action.

7. Performing a Work Order

The Pro must:

• follow the accepted scope, exclusions, visits, dependencies, property and access facts, and accepted changes;
• perform with reasonable care and skill using suitable tools and methods;
• comply with applicable law, licenses, permits, safety rules, and property requirements;
• communicate arrival, delay, hazards, access, scope, damage, and completion information truthfully and promptly;
• protect Customer, Store, and Service information and use it only for the accepted work;
• stop and obtain an accepted change before material additional or different work; and
• keep accurate attendance, progress, completion, communication, and incident information.

The Pro may refuse work that is unsafe, unlawful, unlicensed, or materially outside the agreed scope. The Pro may not substitute another person or transfer a Work Order outside an approved reassignment process.

8. Relationship with the Customer

The Pro is the Customer's direct field-Service counterparty for the Pro's Work Order. The Pro must follow the Customer Service Terms and Work Order, including any specific legal form or notice attached because the Service requires it.

The Pro may not collect an extra amount, redirect payment off Platform, change scope or timing without the accepted change process, misuse Customer information, or make an undisclosed warranty or promise for Urbanmount or a Store.

9. Compensation, fees, and payout

Before accepting a job, the Pro sees the expected payout for the Work Order. Urbanmount starts payout after the applicable completion and payment-clearance conditions are met.

Urbanmount may hold, delay, adjust, deduct, reverse, recoup, or set off a payout or other amount because of an accepted Service change; cancellation, refund, reversal, chargeback, dispute, ProjectCare or other Customer payment; suspected error, fraud, abuse, illegality, breach, nonperformance, property loss, fine, penalty, tax, required withholding, indemnity, reimbursement, or other amount the Pro owes; incomplete identity, tax, payout or eligibility information; provider or network requirement; or another reason authorized by the accepted terms. Urbanmount may apply the adjustment against current or future Work Order payouts, tips, rewards, commissions, credits, benefits, or other amounts and may recover any remaining balance directly. The Pro's statement shows each amount and adjustment. A short label such as "Service adjustment" may protect sensitive case information, while Urbanmount keeps supporting records.

Urbanmount administers Pro payouts and required Platform information reporting through any payout, bank, transfer, settlement, or other method made available by Urbanmount or its payment provider. The selected method and provider or network terms apply. The Pro is responsible for the Pro's income, self-employment, payroll, entity, and other business taxes. See the Payment and Payout Policy.

Urbanmount funds approved Pro Recruiting rewards and Pro Client Affiliate rewards or commissions. They are paid to the referring Pro's verified payout account and are never deducted from the Pro who performs a later Service. The applicable program terms and displayed offer control eligibility, amount or rate, earning period, timing, and corrections.

10. Cancellations, refunds, and payment disputes

The Customer's refund and responsibility for the loss are separate questions. Urbanmount or the Store merchant sends the Customer refund through an applicable financial method. Pro fraud, breach, cancellation, nonperformance, error, property loss, chargeback responsibility, or another obligation under the accepted terms may make the affected amount immediately due to Urbanmount and may be recovered or set off as described in Section 9.

Urbanmount may determine responsibility from available Service, payment, communications, attendance, completion, incident, claim, and other records. A refund or chargeback does not by itself establish Pro responsibility, but it does not prevent Urbanmount from recovering an amount for which the Pro is responsible under this Agreement. Urbanmount may recover from the Pro any amount Urbanmount voluntarily or legally pays to a Customer or third party for Pro-caused loss, injury, property damage, nonperformance, fraud, breach, or other covered conduct, without double recovery.

11. Opportunity Score and automated decisions

Urbanmount may calculate Opportunity Score and use automated systems for eligibility ordering, matching, and routine job-by-job dispatch. Declining an unaccepted opportunity does not reduce the score, visibility, dispatch priority, or channel access. A Customer-initiated cancellation may create a one-point event under the applicable score rules, but the event must remain visible and correctable and does not mean the Customer was necessarily at fault.

A score of 30 is an advance warning only. It does not by itself restrict Instant Booking. A score of 20 is the point at which Urbanmount may prospectively restrict Instant Booking under the score rules stated in this Agreement.

When a score-based decision materially restricts opportunities—including an Instant Booking restriction, exclusion from a broad Service or Store channel, a compensation change, suspension, or deactivation—Urbanmount provides the specific reason and a meaningful human appeal. The reviewer can correct the information used, calculate the score again, change the decision, and restore access. Urbanmount may act immediately for a serious safety or fraud risk, followed by prompt review.

Opportunity Score is not used to decide whether a Customer may use a Service-linked payment schedule. See the Pro Deactivation and Appeals Policy.

12. Data, confidentiality, and communications

The Pro may use Customer, Store, and Service information only to evaluate or perform a Work Order, communicate through approved channels, comply with law, or resolve a documented issue. The Pro must protect it and may not sell it, use it for unrelated marketing or profiling, post it publicly, or use it to train a model.

Urbanmount may send Service, security, payment, eligibility, and legal communications electronically. Marketing communications follow the consent and opt-out rules in the Communications and Recording Terms.

13. Content and Platform property

The Pro keeps ownership of content the Pro submits and grants the license stated in the Platform Terms. The Pro must have the rights needed for photos, messages, reviews, profiles, and other content and must follow the Community and Content Standards and Copyright and DMCA Policy.

Urbanmount owns the Platform software, processes, branding, documentation, non-public pricing and operations materials, and other Urbanmount property. The Pro may use them only for their intended Platform purpose.

14. Responsibility, indemnity, and liability

For this Agreement, the Urbanmount Parties are Urbanmount; its past, present, and future parents, subsidiaries, affiliates, and related companies; and their respective officers, directors, members, managers, employees, contractors, agents, representatives, investors, shareholders, attorneys, insurers, licensors, service providers, business partners, successors, and assigns.

WARRANTY DISCLAIMER. To the maximum extent permitted by law, the Platform, job opportunities, and related information are provided "as is" and "as available." The Urbanmount Parties disclaim all warranties that may lawfully be disclaimed, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, noninfringement, quiet enjoyment, and warranties arising from a course of dealing or usage of trade. They do not promise uninterrupted availability; a particular number or type of opportunities; a particular Customer, Store, property, job volume, earnings level, or result; or the accuracy, completeness, reliability, security, availability, or quality of Customer, Store, user, or third-party content. No oral or written information creates a warranty unless this Agreement or an accepted Work Order expressly says it does.

These disclaimers apply to the maximum extent permitted by law. They do not reduce an undisputed earned Work Order payout.

ASSUMPTION OF RISK AND RELEASE. The Pro understands that Platform use, home and property Services, travel, tools, products, handling or moving items, property access and conditions, and interactions with Customers, Stores, users and third parties may involve risks, including bodily injury, death, emotional distress, property loss or damage, theft, economic loss, unsafe conditions, delay, nonpayment, nonperformance, and data or security incidents. To the maximum extent permitted by law, the Pro assumes those risks and releases the Urbanmount Parties from every claim, demand, cause of action, liability, damage, loss, expense, governmental obligation, suit, and controversy, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or relating to the Platform; an opportunity or Work Order; the Pro's ability or inability to perform or receive payment; any property, product, content, communication, transaction or relationship; or the acts or omissions of a Customer, Store, user or third party.

To the maximum extent applicable, the Pro expressly waives California Civil Code section 1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." A Pro outside California likewise waives any law or principle with a similar effect.

PRO INDEMNITY. To the maximum extent permitted by law, the Pro will indemnify, defend, and hold harmless the Urbanmount Parties from and against every claim, demand, action, lien, loss, liability, damage, judgment, settlement, penalty, fine, contribution, tax, expense, and cost, including attorneys' fees, arising directly or indirectly out of or relating to: the Pro's use of, inability to use, or participation on the Platform; an opportunity, Work Order, Service, payment, payout, refund, chargeback, ProjectCare matter or Customer interaction; the Pro's acts or omissions, performance or nonperformance; bodily injury, death, property loss or damage, privacy or security incident, fraud, defamation, misconduct or other harm connected with the Pro or the Pro's personnel, tools, vehicles, products, content, data or property; the Pro's breach, misrepresentation, tax, license, permit, insurance, credential or legal obligation; or a claim by a Customer, Store, worker, contractor, regulator, government authority, insurer or other third party connected with any of those matters.

If the Pro, by conduct, representation, implication of law, or otherwise, is alleged or deemed to be an employee, agent, representative, partner, joint venturer or person authorized to bind an Urbanmount Party or Store, the Pro will indemnify, defend, and hold harmless the Urbanmount Parties from every resulting claim, liability, cost and expense.

Urbanmount may assume the exclusive defense and control, select counsel and other representatives, and settle a covered matter in its discretion. The Pro must cooperate and may not settle a covered matter without Urbanmount's prior written consent. These obligations apply whether the claim is asserted against the Pro, an Urbanmount Party, or both, and survive deactivation and termination. A limitation imposed by applicable construction, anti-indemnity, insurance, or other law applies only to the extent it cannot lawfully be waived.

LIMITATION OF LIABILITY. To the maximum extent permitted by law, the Urbanmount Parties are not liable to the Pro for indirect, incidental, special, exemplary, punitive, or consequential loss, including lost profits, revenue, business, opportunity, use, goodwill, or data.

To the maximum extent permitted by applicable law, the Urbanmount Parties' total aggregate liability to a Pro for direct damages arising from or relating to the Platform, this Agreement, or the Pro-Urbanmount relationship is limited to USD $500. This cap does not reduce an undisputed earned payout, written settlement, or another amount already due. It does not replace or reduce ProjectCare benefits. No limitation applies when controlling law does not allow it.

The exclusions and cap above apply to every theory of liability, whether based in contract, tort, statute, strict liability, or otherwise, even if a remedy fails of its essential purpose or an Urbanmount Party was advised that a loss was possible. They are a material basis of the agreement.

An Urbanmount Party is not responsible for delay or failure caused by an event beyond its reasonable control, such as a natural disaster, severe weather, epidemic, war, terrorism, civil unrest, labor disruption, government action, utility or telecommunications failure, cyberattack, or widespread provider outage. This sentence does not excuse an amount already due or a duty that applicable law does not allow Urbanmount to disclaim.

15. Restriction, deactivation, and appeal

Urbanmount may restrict a capability, pause new opportunities, suspend, or deactivate for a supported eligibility failure, material breach, fraud, safety risk, unlawful conduct, nonpayment, credential problem, repeated policy violation, or another reason stated in the Pro Agreement documents the Pro accepted.

Urbanmount provides the specific reason and meaningful human review described in the Pro Deactivation and Appeals Policy. A serious safety or fraud risk may require immediate action followed by prompt review. A Store cannot make or override a screening or Platform eligibility decision.

Deactivation does not erase accepted Work Orders, payout or refund duties, records, privacy or legal rights, or dispute rights. Urbanmount will preserve the access needed to perform or safely wind down existing work.

16. Informal dispute resolution

Before either side files arbitration, it must send a complete dispute notice to legal@urban-mount.com. The notice must identify the parties and account, the affected Work Order, material facts and claims, requested relief, available evidence, and any authorized representative.

The parties will try in good faith to resolve the dispute for 30 calendar days after Urbanmount receives a complete notice. Limitation periods are paused during that process where the agreement can validly do so. Any resolution must be in writing. This requirement does not delay qualifying emergency or provisional relief or another exception below.

17. Pro arbitration agreement

IMPORTANT ARBITRATION NOTICE. Except for the exceptions below or a valid opt-out, Pro-Urbanmount disputes are resolved by binding individual arbitration, not by a judge or jury. Class, collective, and representative proceedings are waived to the extent stated below. A Pro may opt out within 30 calendar days after first accepting this arbitration agreement, as explained in Section 17.5.

This section covers claims between a Pro and Urbanmount arising from the Pro or Platform relationship. A Customer-Pro dispute about a Service or workmanship follows the applicable Work Order and service agreement. It proceeds in ordinary court unless that Work Order validly provides another forum. It is not automatically covered by this arbitration agreement or Urbanmount's Delaware fallback forum. When one event creates claims against more than one defendant, each claim follows the agreement that applies to that defendant.

Except for the exclusions below, Pro-Urbanmount disputes will be resolved by individual binding arbitration administered by the American Arbitration Association ("AAA") under its then-current Employment and Workplace Arbitration Rules, including the rules for independent contractors. The Federal Arbitration Act governs arbitration procedure and enforcement unless a court decides that its section 1 transportation-worker exclusion applies.

The arbitrator decides ordinary questions about the interpretation, scope, applicability, and enforceability of this arbitration provision and whether a claim is covered. A court decides actual formation or acceptance; questions about the formation, interpretation, applicability, or enforceability of class, collective, and representative-action waivers; and whether the Federal Arbitration Act section 1 exclusion applies. Courts retain their authority to compel or stay arbitration and to confirm, modify, or vacate an award.

17.1 Exceptions

• Either side may bring an eligible individual claim in small-claims court.
• Urbanmount may bring a court action or use a collection agency to recover an unpaid amount, reversed or charged-back payment, fraud loss, property loss, indemnity, reimbursement, collection cost, or other amount the Pro owes. This exception does not permit the Pro to combine claims or avoid the individual-proceeding requirement.
• Either side may seek narrowly tailored emergency or provisional court relief needed to preserve the status quo or prevent imminent irreparable harm without waiving arbitration of the merits.
• Either side may go to court to enforce or protect copyrights, trademarks, patents, or trade secrets. Privacy and publicity claims are not part of this exception.
• Nothing restricts reports, charges, participation, investigations, remedies, or enforcement by a government or administrative agency. A later private claim remains subject to this agreement when applicable.
• Workers' compensation, disability-insurance, and unemployment-benefit proceedings assigned to government or statutory systems are excluded.
• Under 9 U.S.C. section 402, a claimant may choose court for a case relating to sexual assault or sexual harassment. A court decides whether that law applies.
• A California claimant retains public-injunctive relief in an available forum. Under current California PAGA treatment, an individual component may be arbitrated, while a non-individual component remains in court and may be stayed during arbitration.

17.2 Costs and hearing location

If the Pro files, the Pro pays no more than the then-current AAA individual filing fee under the Employment and Workplace Rules, subject to an available waiver. If Urbanmount files, the Pro pays no AAA filing fee. Urbanmount pays all other AAA administrative, hearing, and arbitrator costs.

Each side pays its own lawyers and ordinary litigation-type costs unless a controlling law or rule allows fee shifting or the arbitrator finds that a filing was frivolous, harassing, or improper.

The hearing is virtual by default, and AAA's documents-only procedure remains available. If an in-person hearing is warranted, the Pro may choose the county where the Pro lives or where the covered work was mainly performed. The arbitrator may change that location only when materially necessary for fairness. A Pro is not required to travel to Delaware.

17.3 Transportation-worker exclusion and state-law fallback

If a court decides that the Pro is a qualifying transportation worker excluded by section 1 of the Federal Arbitration Act, the parties expressly agree that the Delaware Uniform Arbitration Act governs as a fallback, subject to controlling state law.

Delaware substantive law generally governs this Agreement. Controlling nonwaivable workplace law is determined from the state where the covered work was performed.

17.4 Individual and coordinated claims

Claims, merits hearings, and awards remain individual. There is no class, collective, or representative arbitration.

AAA's then-current Mass Arbitration Supplementary Rules apply if AAA determines that 25 or more similar Consumer or Employment/Workplace demands are filed against or on behalf of the same or related parties with consistent or coordinated representation. AAA and any Process Arbitrator may manage shared administrative or procedural issues. Urbanmount will not impose a unilateral bellwether, forced batching, or indefinite stay. Any additional arrangement requires a written agreement made after the dispute arose.

17.5 Arbitration opt-out

The Pro may opt out by sending a clear request to legal@urban-mount.com within 30 calendar days after first accepting this arbitration agreement. Include the Pro's identity and account, the agreement or arbitration section if known, and a statement that the Pro wants to opt out.

Opting out changes only the dispute forum. It does not block app access, browsing, notifications, existing work, or new jobs. It does not waive accrued rights or change a known dispute retroactively. Thirty days is the opt-out window, not the duration of the arbitration agreement.

18. Changes to this Agreement

Urbanmount gives direct advance notice of a material general change, including its effective date and a plain summary. Continued use after that date counts as acceptance only when the earlier agreement validly allowed that method and the Pro's conduct clearly shows agreement. Rejecting the change preserves the earlier version for existing Work Orders and wind-down but prevents acceptance of a new job under the rejected version.

A materially adverse change to this arbitration agreement requires conspicuous email or in-app notice, fresh affirmative acceptance at the next new-job acceptance, and a new 30-calendar-day opt-out. It does not apply to an existing Work Order, an accrued or known dispute, an account read, a notification, or ongoing work. Clerical, formatting, or clarifying corrections that do not change meaning do not require fresh acceptance or a new opt-out.

19. General terms

19.1 Court forum for claims not in arbitration

A Pro-Urbanmount claim that is not arbitrated because of a valid opt-out, an accepted exclusion, an unenforceable arbitration provision, or a court decision that no state-law fallback applies must be brought exclusively in the Delaware state courts or the United States District Court for the District of Delaware. An eligible small-claims action, an arbitration exception, or a controlling nonwaivable venue rule may allow or require another court. The Pro and Urbanmount consent to personal jurisdiction and venue there. This paragraph does not govern a direct Customer-Pro claim.

To the maximum extent permitted by law, the Pro and Urbanmount each waive trial by jury for any claim that proceeds in court. The Urbanmount Parties may enforce this waiver, the releases, disclaimers, liability limits, indemnities, claim deadline, and dispute terms intended for their protection.

19.2 One-year claim deadline

To the maximum extent permitted by law, any claim or cause of action by the Pro against an Urbanmount Party arising out of or relating to the Platform, this Agreement, an opportunity, Work Order, Service, payment, payout, communication, or relationship must be commenced within one year after the claim accrued or be permanently barred. The 30-day informal-resolution period in Section 16 pauses this deadline. If controlling law does not permit this deadline for a particular claim, the shortest permitted period applies to that claim.

19.3 Review, understanding, and interpretation

The Pro acknowledges having received sufficient time to read and consider this Agreement, having had the opportunity to obtain independent legal or other advice, and understanding and accepting every provision. If the Pro needed a translation or explanation, the Pro had the opportunity to obtain one before acceptance. A person accepting for a business represents having authority to bind it. To the maximum extent permitted by law, no rule requiring an ambiguity to be construed against the drafting party applies.

19.4 Other terms

This Agreement, the related documents the Pro accepted, and each Work Order are the entire agreement for their subject matter. A waiver must be explicit and applies only to the instance stated. Rights and remedies are cumulative unless this Agreement expressly says otherwise. If a provision is unenforceable, it will be limited only as much as necessary, and the rest remains in effect.

The Pro may not transfer an account, this Agreement, or a Work Order without Urbanmount's consent. Urbanmount may assign this Agreement as part of a merger, reorganization, asset transfer, or transfer to an affiliate, subject to applicable notice and nonwaivable rights. An insurer, subrogee, assignee, or other person claiming through the Pro receives no greater rights than the Pro has and remains subject to the same releases, defenses, deadlines, limits, and dispute terms. The Urbanmount Parties are express beneficiaries of provisions intended to protect them and may enforce those provisions. No other outsider receives a right or remedy.

To the maximum extent permitted by law, a claim relating to this Agreement or the Platform must be brought against Urbanmount and not personally against an officer, director, member, manager, employee, contractor, investor, shareholder, attorney, representative, or other individual Urbanmount Party.

Terms about ownership, payment, tax, records, confidentiality, content, disclaimers, liability limits, claims, indemnity, dispute resolution, and obligations that by their nature continue will survive completion or deactivation.