Provider Agreement

1. Relationship of the parties

This Provider Agreement governs the relationship between InstantPlow and the provider accepting it ("Provider"). Provider is an independent business and not an employee, agent, partner, joint venturer, franchisee, or representative of InstantPlow. Provider controls the means and progress of its work except as to the required final result and agreed assignment.

Provider may provide services to other customers and companies, has the opportunity for profit or loss, and operates an independently established business. Nothing in this Agreement guarantees a minimum amount of work or requires Provider to accept every opportunity.

2. Provider responsibilities and onboarding

Provider supplies, maintains, pays for, and controls its own vehicles, plows, snowblowers, equipment, tools, materials, fuel, phones, labor, and ordinary business expenses. Provider is responsible for its own taxes and business obligations. Provider must provide accurate business, contact, service-area, capability, insurance, tax, and payment information and keep it current.

Provider may use its own qualified employees, assistants, or subcontractors where lawful. Provider alone is responsible for hiring, paying, supervising, training, insuring, and legally classifying those persons, and remains responsible for their conduct and for completing accepted assignments.

3. Insurance

Provider must maintain, at its own expense, all insurance required by applicable law for its actual operations. This includes legally required vehicle insurance and workers' compensation coverage where applicable, plus any other coverage the law requires for Provider's operations. Provider must provide reasonable evidence or certificates of legally required coverage when requested. A loss or lapse of legally required coverage may result in immediate suspension.

4. Offers, assignments, and control of work

InstantPlow may offer a property and service opportunity showing the relevant scope and provider payout. Provider may accept or decline an offer. An assignment may also be created when InstantPlow and Provider have directly confirmed the terms outside the normal electronic offer flow. Once accepted or confirmed, Provider is responsible for the assignment until it is properly ended or reassigned. InstantPlow may reassign an account when reasonably necessary.

Provider performs only the assigned property, mapped area, services, and add-ons. The customer's mapped service area controls. Provider retains reasonable control over route order, work sequence, equipment, staffing, work methods, and timing within the assignment's operational constraints. Provider is not required to perform work it reasonably believes is unsafe, and should document unsafe or inaccessible conditions through the Provider Portal where practical.

5. Seasonal operation and performance

For seasonal assignments, the customer's selected accumulation trigger determines when a storm qualifies. Provider is not required to arrive exactly when the threshold is reached. A qualifying storm generally calls for one service visit, with another visit generally after approximately each additional 6 inches during a larger or extended qualifying storm. Provider uses reasonable professional judgment about routing and practical timing and makes commercially reasonable efforts to complete work before or as close as reasonably possible to the customer's preferred completion time. A preferred completion time is not a guaranteed deadline.

Provider will perform accepted assignments professionally, in a commercially reasonable manner, consistent with ordinary snow-removal practices, and with reasonable care for customer property. Provider may be responsible for damage resulting from negligent or improper performance, considering preexisting damage, concealed hazards, customer misinformation, loose gravel, and other relevant circumstances.

6. Completion documentation and corrective work

A service is not properly submitted or earned until Provider completes the required Provider Portal completion workflow. Required documentation may include completion confirmation, date and time, completion photo, location information, services performed, notes, and other reasonable evidence. Falsifying completion, photos, location, time, or service records is grounds for immediate suspension or termination.

InstantPlow handles customer billing, refund, and service disputes. Provider must not argue those matters directly with customers. When InstantPlow reasonably determines accepted work was deficient, the normal remedy is a corrective return without another Provider earning. InstantPlow may choose another reasonable resolution, including reassigning corrective work if Provider cannot or will not return.

7. Provider payout and disputes

Provider earns the agreed payout for each properly completed, documented, and accepted service visit. Properly earned provider proceeds are payable Net 7, measured from the date the completed service record is properly submitted and accepted in the applicable operating workflow. Provider earnings do not depend on whether InstantPlow later collects from a customer for properly completed work, except where the record or service is fraudulent, invalid, or materially noncompliant. Provider bears its normal business expenses.

Provider must report a payout, service-record, adjustment, or payment dispute through the Provider Portal or designated provider-support process within 7 days after the applicable item becomes available or Provider is notified.

8. Customer relationship, confidentiality, and non-circumvention

Provider may compete generally and serve unrelated customers. However, during this Agreement and for 12 months after it ends, Provider may not directly or indirectly solicit, market to, accept direct payment for substantially the same service from, or otherwise intentionally divert an InstantPlow customer or property that Provider serviced, was assigned, or learned confidential customer information about through InstantPlow. Provider may not encourage such a customer to cancel InstantPlow to deal directly with Provider, or use InstantPlow customer information to market unrelated or competing services without written authorization. This limited restriction protects InstantPlow's customer relationships, confidential information, and goodwill; it is not a general restriction on Provider's work in the market.

Provider may use customer information only as reasonably necessary to fulfill InstantPlow assignments. Provider must protect and may not sell, disclose, retain for unrelated use, or exploit nonpublic customer addresses, contact details, property data, access information, photos, service records, customer pricing, or other confidential InstantPlow information.

9. Indemnification, defense, and hold harmless

To the fullest extent permitted by applicable law, Provider will indemnify, defend, and hold harmless InstantPlow and its owners, members, affiliates, officers, employees, agents, and representatives from claims, demands, suits, proceedings, liabilities, losses, judgments, damages, penalties, fines, costs, expenses, and reasonable attorneys' fees arising from or relating to Provider's operations, acts or omissions, negligence or misconduct, vehicles or equipment, personnel or subcontractors, bodily injury or death, property damage, violation of law, taxes, employment, wage, workers' compensation or insurance obligations involving Provider personnel, breach of this Agreement, misuse of customer information, intellectual-property infringement, or unauthorized promises or representations.

This obligation applies only to the extent a claim is attributable to Provider or Provider's personnel or operations, and does not require Provider to indemnify InstantPlow for InstantPlow's own negligence, willful misconduct, or other conduct to the extent indemnification for it is prohibited by law.

10. No authority and termination

Provider may not change customer pricing, promise refunds, change InstantPlow contract terms, incur obligations for InstantPlow, sign for InstantPlow, or state that Provider can bind InstantPlow.

Either party may terminate this Agreement with or without cause on 5 business days' written notice. InstantPlow may immediately suspend or, where appropriate, immediately terminate the relationship for fraud, falsified records, unsafe conduct, threats or abuse, illegal conduct, loss of legally required insurance, serious customer-data misuse, intentional customer circumvention, a material breach creating immediate risk, or another circumstance that creates a material safety, legal, financial, or customer risk. Properly earned compensation remains payable under this Agreement. Termination does not end obligations that by their nature should survive, including confidentiality, non-circumvention, indemnification, and liability for prior conduct.

11. General terms

Maine law governs this Agreement. Notices may be delivered through the Provider Portal, email, or another designated written method. Electronic acceptance and signatures are intended to have the same effect as paper acceptance and signatures. Provider may not assign this Agreement without InstantPlow's written consent. If a provision is unenforceable, the remaining provisions remain effective. This Agreement is the entire agreement about the Provider relationship and may be amended only by a written update accepted by both parties or by prospective portal notice where legally permitted. A waiver must be written and applies only to the stated instance.