1. Introduction

This uSource Pro Platform Access Agreement (“Agreement”) is between uSource Technology, Inc., a Delaware corporation (“uSource,” “we,” “us,” or “our”), and you, the independent individual or business accessing the uSource Hub as a Pro (“Pro,” “you,” or “your”). It governs your access to the Hub and your ability to create a Pro Store, publish service and product listings, manage availability, accept bookings, offer Deals, invite collaborators, receive payouts, and otherwise use the Pro-side marketplace tools.

Continuous Acceptance by Access; No Separate Signature Required

These Terms and all incorporated policies are accepted by you each time you access or use the uSource Hub. No separate signature is required.

Specifically, by creating an account, opening the uSource Hub mobile application, visiting any uSource website, signing in, browsing Pro Stores, searching, booking a service, purchasing a Product, redeeming a Deal, earning or using uCoins, sending a message, requesting support, or otherwise interacting with the Hub through any device or interface, you affirm that you have read, understood, and agreed to the then-current version of these Terms and every policy incorporated by reference.

uSource may modify, replace, or supplement these Terms or any incorporated policy. For material changes, uSource will provide advance notice and require your affirmative (opt-in) acceptance before your continued use; non-material updates take effect when posted with a new effective date. The current version is posted in the Hub and on our website at all times and is dated with an effective date. Each time you access or use the Hub after that effective date, you accept the then-current version in full.

It is your responsibility to review the current version periodically and to stay current with any updates. Continued access or use of the Hub through a browser, mobile app, API, or other interface after an update is your acceptance of the updated version. If you do not agree with any version, you must stop accessing and using the Hub.

Core Definitions

2. Independent Business Relationship

You and uSource are independent business enterprises. This Agreement is not an employment agreement. You are not an employee, worker, contractor, subcontractor, agent, representative, partner, joint venturer, franchisee, or fiduciary of uSource. You operate your own independent business, use your own tools and supplies, choose your own services, locations, prices, schedules, service modes, and business practices, and may offer services through other platforms or channels.

uSource does not hire you to perform services. You access the Hub as a customer of uSource's technology platform. You are responsible for profit, loss, taxes, licenses, insurance, personnel, equipment, supplies, safety, training, quality, product compliance, customer service, and all legal obligations related to your business.

3. Platform License and Pro Store Access

Subject to this Agreement, uSource grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Pro tools for legitimate business purposes. uSource may modify, suspend, restrict, or discontinue any feature at any time.

You may create and maintain a Pro Store only with accurate business, identity, contact, license, insurance, tax, payout, and category information.

Your Pro Store must not misrepresent your qualifications, licenses, insurance, prices, product inventory, business location, service mode, availability, ratings, or relationship with uSource.

You may not use uSource branding except as expressly authorized, and you may not suggest that you are employed by, certified by, endorsed by, or acting on behalf of uSource unless uSource expressly states otherwise in writing.

4. Compliance, Licensing, and Category Eligibility

You are solely responsible for determining and complying with all federal, state, county, municipal, licensing, certification, tax, zoning, health, safety, insurance, privacy, employment, consumer protection, accessibility, and professional rules that apply to your services, products, Pro Store, business location, employees, contractors, invited Pros, and service modes.

uSource may request license, permit, certification, insurance, identity, background check, business registration, tax, address, product compliance, or other documentation. uSource may restrict categories or service modes until required documentation is received and approved. Verification badges are informational only and do not guarantee your skills, qualifications, suitability, or compliance.

5. Background Checks and Verification

You authorize uSource and its vendors to conduct identity verification, criminal background checks, license checks, insurance checks, business verification, sanctions screening, fraud screening, and other eligibility reviews before and during your access to the Hub, as permitted by law and described in the Background Check and Verification Consent and Privacy Notice. Invited Pros, team members, or collaborators may also be required to undergo verification before accessing schedules or fulfilling bookings.

6. Pro Services and Service Listings

You control the services you choose to offer, subject to uSource's allowed category list and applicable law. Each service listing must accurately describe scope, price, expected duration, included items, exclusions, service mode, location requirements, cancellation terms, qualifications, and any conditions that could affect completion. You must keep listings current and remove or update any service you cannot lawfully or reliably provide.

Fixed-price services must be fulfilled for the displayed price unless the Buyer approves a scope change through the Hub.

Hourly or variable-price services must disclose the basis for pricing, minimum charges, increments, materials, travel, and other fees before booking.

You may not add hidden fees, require off-platform payment, or pressure Buyers into services or products not disclosed through the Hub.

7. Service Modes: Onsite and In-Store

You may select Onsite, In-Store, or both, if permitted for your category and approved by uSource. You are responsible for fulfilling the selected service mode according to the listing and applicable law.

Onsite: You must travel to the Buyer's location, act professionally, comply with safety rules, bring required tools, protect property, and avoid unnecessary access to private areas.

In-Store: You must maintain a safe, lawful, accessible, and appropriate location, disclose the location before booking, comply with health/safety/business rules, and avoid misleading Buyers about whether the location is commercial, mobile, residential, or temporary.

You must not change a service mode after booking unless the Buyer agrees through the Hub and uSource policy allows it.

8. Availability, Instant Booking, and Calendar Accuracy

Instant Booking depends on accurate availability. You are responsible for maintaining calendars, blackout periods, travel time, service duration, team capacity, and location limits. If a Buyer books an available slot you published, you are expected to fulfill it unless a lawful and policy-compliant reason prevents completion.

Repeated cancellations, late arrivals, no-shows, inaccurate availability, or failure to honor booked slots may result in reduced ranking, loss of Trusted Pro Advantage, fee changes, payout holds, suspension, or deactivation.

9. Products, Inventory, Bundles, and Fulfillment

If you list products, you are the seller of record to the Buyer unless uSource expressly states otherwise. You are responsible for product accuracy, inventory, safety, quality, warranties, returns, recalls, fulfillment, taxes, permits, labeling, product liability, and compliance with the Product Listing and Fulfillment Policy. You may not list prohibited, unsafe, counterfeit, recalled, illegal, regulated, age-restricted, or misleading products.

10. Deals, Promotions, Coupons, and Advertising

You may create Deals, coupons, discounts, bundles, or promotional offers only as permitted by uSource. All promotional listings must be truthful, lawful, clear, and complete. You must disclose expiration dates, quantity limits, redemption limits, exclusions, conditions, service mode restrictions, refund effects, and whether taxes or fees are excluded. uSource may remove or modify Deals that are misleading, unsafe, abusive, discriminatory, illegal, or inconsistent with marketplace integrity.

11. Collaborative Pro Schedules and Invited Pros

Where uSource enables collaborative scheduling, you may invite approved Pros, team members, employees, contractors, or other collaborators to help expand booking capacity. You remain responsible for all activity, bookings, content, communications, services, products, conduct, safety, and policy compliance associated with your Pro Store or schedules. Each invited person must have their own account and may be required to complete verification. You are responsible for paying, classifying, training, supervising, insuring, and complying with laws applicable to your workers or collaborators.

12. Fees, Payment Processing, Payouts, and Taxes

Unless a different rate is disclosed or applies through a program such as Trusted Pro Advantage or a uSource Rewards campaign (e.g., the Founding Pro Campaign), the standard Pro economics are: a 10% Booking Fee, a 1% Incidental Coverage Fee, and a 3.5% Merchant Fee (payment-processing charge), for a total standard active fee of 14.5% of the Service Order Subtotal — the Pro's listed price (or Deal price), excluding sales tax and all Buyer-side fees — so the Pro always retains 85.5% of the Service Order Subtotal. uSource may update fees, introduce tiers, or offer discounts subject to notice and applicable law. Full fee details, the marketplace-facilitator state list, and tier eligibility are in the Fees/Payments/Payout Terms.

Buyer fees are charged separately to Buyers. uSource may deduct fees, refunds, chargebacks, penalties, debts, fraud losses, promotional obligations, or other amounts from payouts. Payouts may be delayed or held during disputes, safety reviews, refund requests, chargebacks, fraud investigations, tax compliance checks, identity verification, account review, or suspected policy violations. If your account is suspended or deactivated, earned payouts for completed, undisputed Transactions are released net of the deductions described above; amounts attributable to confirmed fraud are forfeited as described in the Fees/Payments/Payout Terms.

You are solely responsible for all income taxes, self-employment taxes, sales/use taxes, payroll taxes, employment taxes, licenses, permits, and business filings, except for taxes that uSource is legally required to collect or remit as a marketplace facilitator or payment intermediary.

13. uSource Rewards, the Founding Pro Campaign, and Trusted Pro Advantage

uSource may offer promotional benefits as uSource Rewards — non-cash platform instruments (including flat-dollar platform-fee credits, fee waivers, and uCoins) that are issued to and drawn down from a rewards ledger and that offset the Booking Fee unless the applicable Campaign Schedule expressly states otherwise; the Incidental Coverage Fee and the Merchant Fee continue to apply during any drawdown. In the App and on receipts, promotional reductions of any type are displayed uniformly as Credits: a Buyer-side Credit is funded by uSource and never changes the Pro's payout or the Pro's fee base, and a Pro-side Credit never changes what the Buyer pays. “Founding Pro” refers to a promotional cohort of Pros defined solely by account sign-up date, as recorded in an immutable eligibility snapshot; it is a cohort designation, not an account type, user classification, or ongoing rate class, and it does not modify the standard marketplace rates. uSource may also offer performance-based benefits under Trusted Pro Advantage. Each rewards or promotional campaign is governed by its own standalone Campaign Schedule — a separate document stating that campaign's qualification and disqualification criteria, triggers, reward type and value, issuance timing, expiration, and stacking rules. This Agreement and the Fees/Payments/Payout Terms provide only the general framework and do not restate campaign-specific parameters; eligibility may also depend on market, category, completed Transactions, ratings, cancellation rate, dispute rate, safety record, verification status, volume, and other criteria. uSource Rewards have no cash value, are not stored value or legal tender, are non-transferable, expire as stated in the applicable schedule (12 months from issuance unless stated otherwise), and may be frozen, reversed, or clawed back during fraud reviews, disputes, or policy investigations. These programs are discretionary and may be modified, suspended, or terminated. No Pro has a vested right to any discount, tier, badge, ranking, or benefit unless expressly stated in a signed written agreement.

14. Ratings, Reviews, Ranking, and Search Visibility

uSource may display ratings, reviews, badges, ranking, search placement, availability, pricing, verification status, Deals, and other information to Buyers. Search ranking may consider availability, location, category, price, ratings, completion history, cancellations, disputes, responsiveness, service mode, verification, Deals, promotional participation, and marketplace integrity. uSource does not guarantee leads, bookings, sales, revenue, ranking, impressions, or Buyer demand.

15. Off-Platform Transactions and Non-Circumvention

You may not solicit, encourage, accept, or process payment outside the Hub for a service, product, Deal, follow-up, warranty, replacement, upgrade, or related transaction first discovered, booked, purchased, or initiated through uSource, unless expressly permitted by uSource. You may not use Buyer information obtained through uSource to bypass platform fees, avoid safety controls, or move business off-platform. Violations may result in deactivation, fee recovery, chargebacks, forfeiture of rewards or benefits, and legal action.

16. Conduct, Safety, and Property

You must follow all Community Guidelines, Anti-Sexual Harassment Policy, Service Mode Policy, and safety rules. You are responsible for protecting Buyer property, respecting privacy, avoiding discriminatory conduct, maintaining professional communication, obtaining necessary consents before recording, and reporting property damage, injury, safety events, criminal charges, or compliance issues to uSource promptly.

17. Insurance

You must maintain insurance required by law or by uSource for your category, service mode, products, business location, workers, vehicles, and operations. uSource maintains the Incidental Coverage Program (a self-funded protection program governed by the Incidental Coverage Policy and funded by the Pro's 1% Incidental Coverage Fee); uSource is not otherwise obligated to provide coverage for your business, services, products, workers, vehicles, property, or liabilities unless expressly stated in a written insurance policy or claims notice.

18. Confidentiality and Buyer Information

You may receive Buyer information only for the purpose of fulfilling bookings or orders through the Hub. You must keep Buyer information confidential, use it only as needed for the Transaction, and not use it for unrelated marketing, solicitation, harassment, off-platform transactions, or resale. You must comply with privacy laws and uSource's Privacy Notice.

19. Force Majeure

Neither party will be liable for any failure or delay in performance caused by a Force Majeure Event as defined in the Hub Terms (Section 18). The affected party will use reasonable efforts to notify the other and to resume performance as soon as practicable.

20. Termination and Deactivation

You may stop using the Hub at any time, subject to completion of outstanding bookings, disputes, payments, tax obligations, and survival provisions. uSource may suspend or deactivate access if we believe you violated this Agreement, policies, law, safety requirements, payment rules, verification requirements, or marketplace integrity standards.

21. Disclaimers, Liability Cap, and Indemnity

THE HUB IS PROVIDED “AS IS” AND “AS AVAILABLE.” USOURCE DOES NOT GUARANTEE BOOKINGS, BUYERS, REVENUE, RANKING, SALES, AVAILABILITY, PRODUCT DEMAND, OR BUSINESS RESULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, USOURCE DISCLAIMS ALL IMPLIED WARRANTIES AND WILL NOT BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

Aggregate Cap. Except with respect to the carve-outs in the Hub Terms Section 20, uSource's aggregate liability to you arising from or relating to this Agreement or the Hub will not exceed the greater of (a) the Platform Fees paid by you to uSource in the six months before the claim, or (b) USD $500. The carve-outs in the Hub Terms Section 20 (death/personal injury from gross negligence, fraud, statutory liability that cannot be limited, refunds owed, payment obligations actually owed, and indemnification) apply equally here.

You agree to defend, indemnify, and hold harmless uSource from claims arising out of your services, products, Pro Store, workers, invited Pros, business practices, taxes, licenses, insurance, content, communications, property damage, injury, misconduct, material breach of this Agreement, or violation of law. uSource is not entitled to indemnification for losses caused by its own negligence, willful misconduct, or breach.

22. Arbitration; Class Action Waiver; 30-Day Opt-Out

Except where prohibited by law, disputes between you and uSource will be resolved by binding individual arbitration administered by JAMS or, if JAMS is unavailable, the American Arbitration Association under their commercial rules, not in court, and not as a class, collective, representative, consolidated, coordinated, or mass action. You may opt out of this arbitration provision within 30 days after first accepting this Agreement (or any later material amendment to this Section) by sending written notice to uSource Legal Department at the address in the Hub Terms. Small claims that qualify for small claims court, individual sexual assault or sexual harassment claims (which you may bring in court at your election under the EFAA), and IP/security injunctive claims are excluded to the extent required by law.

Governing Law; Venue; Arbitration Coordination

This document and any dispute arising out of or relating to it are governed by the laws of the State of Texas, without regard to conflict-of-law rules. Subject to the arbitration agreement and any mandatory legal exceptions, any permitted court action must be brought exclusively in the state or federal courts located in Harris County, Texas. Nothing in this provision is intended to override the application of Delaware law to the internal corporate affairs of uSource Technology, Inc. as a Delaware corporation.

If the applicable Terms of Service or Platform Access Agreement contains an arbitration agreement, that arbitration agreement controls the process for resolving disputes. This policy is incorporated into those agreements and must be interpreted consistently with them.