Contractor Service Agreement

1. Introduction

This Contractor Service Agreement ("Agreement") is entered into between Fire Call, LLC, an Idaho limited liability company ("Fire Call," "we," "us," or "our"), and the individual or business entity accepting this Agreement ("Contractor," "you," or "your"). It governs your participation on the Fire Call platform as a service provider for wildfire remediation and related work.

By accepting this Agreement, you represent that you are at least 18 years old, that you have authority to bind your business to this Agreement if you are accepting on its behalf, and that the information you have provided to Fire Call during the application and onboarding process is true and complete.

This Agreement is the umbrella agreement governing your relationship with Fire Call. Each specific job you perform is governed by a separate job-level agreement (typically signed through DocuSign), which addresses the scope of work and pricing for that particular job. In the event of a conflict, the job-level agreement controls for that job only, and this Agreement controls for all other matters.

2. The Platform and Your Role

Fire Call operates a platform that allows property owners to obtain wildfire risk inspections and remediation work, typically following an inspection arranged through their insurance agency. Property owners contract directly with Fire Call for remediation work. Fire Call, in turn, engages vetted independent contractors to perform that work on its behalf.

You participate on the platform as an independent contractor of Fire Call, performing work as Fire Call's fulfillment partner. You are not contracting directly with the property owner. Fire Call holds the contracting relationship with the property owner and is responsible to them for the completion of the work; your obligations under this Agreement run to Fire Call.

Acceptance of this Agreement does not guarantee that any work will be offered to you. Fire Call assigns work in its sole discretion, based on factors including location, availability, capacity, past performance, licensing, and the property owner's preferences.

3. Independent Contractor Relationship

You are an independent contractor, not an employee, agent, partner, or joint venturer of Fire Call. Nothing in this Agreement creates an employment relationship.

As an independent contractor, you acknowledge that:

• You are responsible for your own taxes, including self-employment taxes, and Fire Call will not withhold taxes from your payments
• You will receive an IRS Form 1099 (or other applicable tax document) reflecting payments above the applicable reporting threshold
• You are not entitled to employee benefits, including health insurance, retirement contributions, paid time off, or workers' compensation through Fire Call
• You are responsible for your own tools, equipment, vehicles, materials, and other costs of performing the work, except as expressly agreed in a job-level agreement
• You control the means and methods of performing the work, subject to the scope of work specified in each job-level agreement, applicable laws and codes, and the safety and quality standards in this Agreement
• You may perform services for others, including competitors of Fire Call, subject to Section 11 of this Agreement
• You have the right to accept or decline any specific job offered to you

4. Licensing, Insurance, and Qualifications

You represent, warrant, and covenant that at all times during your participation on the platform:

• You and any individuals performing work on your behalf hold and maintain all licenses, registrations, permits, and certifications required by the state and locality where the work is performed
• You maintain commercial general liability insurance with limits of at least $1,000,000 per occurrence and $2,000,000 in the aggregate, naming Fire Call as an additional insured upon request
• You maintain workers' compensation insurance for yourself and your employees as required by applicable law
• If you or your personnel use vehicles in connection with the work, you maintain commercial automobile insurance with coverage appropriate for the work and at least the minimum limits required by applicable law
• You will provide Fire Call with current certificates of insurance and license documentation upon request, and will notify Fire Call promptly if any required license or coverage lapses, is suspended, or is revoked
• You and your personnel are legally authorized to perform the work in the United States

Fire Call may, at its discretion, require additional verification, certifications, or background checks for certain categories of work, locations, or property owners. Your consent to any such verification is a condition of accepting work that requires it. Failure to maintain required licensing, insurance, or qualifications is a material breach of this Agreement.

5. Quality of Work and Conduct

You agree to:

• Perform all work in a professional and workmanlike manner, consistent with industry standards for wildfire remediation and the specific scope of work in each job-level agreement
• Comply with all applicable laws, codes, regulations, and safety standards, including OSHA requirements where applicable
• Treat property owners, their property, their families, their pets, and any others on site with courtesy and respect
• Show up on time for scheduled work, communicate clearly and promptly about delays or changes, and complete work within the timeframes agreed in each job-level agreement
• Leave the work site clean and reasonably restored upon completion of the work
• Wear identification or attire that clearly identifies you as a contractor when on a property owner's site, where Fire Call provides or requires such identification
• Refrain from discussing or transacting business outside the scope of the assigned work without Fire Call's prior approval
• Not solicit tips, gratuities, or additional payment from property owners outside of payments made through the Fire Call platform
• Report any incidents, injuries, property damage, or safety concerns to Fire Call promptly

This Agreement incorporates by reference the Acceptable Use Policy at /aup, which sets out additional platform-wide rules of conduct.

6. Bidding, Pricing, and Acceptance of Work

When work is offered to you, you may submit a bid through the Fire Call platform reflecting your price to perform the work as described in the job's scope. Your bid is your committed price, and you may not increase it after acceptance without Fire Call's written approval, except for documented change orders covering work outside the original scope.

Fire Call sets the price presented to the property owner, which is separate from and not necessarily equal to your bid. The difference between your bid and the property owner's price represents Fire Call's margin for operating the platform, administering the customer relationship, providing payment processing, handling disputes, and offering the property owner the benefit of vetted contractors and quality assurance. You acknowledge this structure and agree not to challenge it.

You agree not to discuss your bid amount, the property owner's price, or the difference between them with the property owner or any third party, and not to provide quotes or estimates to a property owner outside the Fire Call platform.

Acceptance of a job by you and by Fire Call (which may include execution of a job-level agreement through DocuSign) constitutes your binding commitment to perform the work as described. Cancellation by you after acceptance, except for documented reasons beyond your reasonable control, may result in suspension or removal from the platform.

7. Payment

For each job you complete, Fire Call will pay you your bid amount, less any deductions expressly permitted by this Agreement or a job-level agreement (for example, deductions for rework, materials advanced by Fire Call, or amounts withheld pending dispute resolution under Section 10).

Payment is conditional on all of the following:

• You have completed the work in accordance with the job-level agreement and this Agreement
• The property owner has accepted the work, or a reasonable acceptance period has passed without dispute
• The property owner's payment to Fire Call has cleared and is not subject to a pending chargeback, dispute, or refund request
• No unresolved dispute under Section 10 exists with respect to the job

Once the conditions above are met, Fire Call will pay you within seven (7) business days. Payments are made through the payment method on file (typically Stripe Connect or comparable payout service). You are responsible for maintaining accurate banking and tax information with Fire Call.

If a property owner's payment is reversed, charged back, or refunded after you have been paid, Fire Call may recover the corresponding amount from you, including by offsetting against future payments. Fire Call will provide you with notice and the opportunity to address the underlying cause before any recovery, where reasonably practicable.

8. Customer Relationship and Communications

The property owner is Fire Call's customer, not yours. You will not, during or after your participation on the platform:

• Provide the property owner with your personal business contact information for purposes of soliciting future work outside the platform
• Distribute business cards, flyers, branded materials, or marketing collateral at a property owner's site, except as expressly approved by Fire Call
• Attempt to redirect the property owner away from Fire Call for follow-on work covered by Section 11
• Disparage Fire Call, the platform, or other contractors to property owners

Routine communication with the property owner about the assigned work (scheduling, site access, status updates, completion sign-off) is expected and encouraged. Communication should be conducted through Fire Call's designated channels where provided.

9. Subcontracting

You may use your own employees and subcontractors to perform the work, provided that (a) you remain fully responsible for their conduct and compliance with this Agreement, (b) they meet all licensing, insurance, and qualification requirements that apply to you, and (c) any subcontractor is bound by confidentiality and conduct obligations no less protective than those in this Agreement. You may not assign or transfer this Agreement or any rights under it without Fire Call's prior written consent.

10. Disputes with Property Owners

If a property owner raises a concern, complaint, or dispute about the work, Fire Call will administer a hybrid resolution process:

• For routine matters — such as requests for minor rework, scheduling complaints, or quality issues that can reasonably be remedied — Fire Call will work with you and the property owner to reach a resolution, which may include requiring you to perform rework at no additional cost, providing a credit or partial refund to the property owner, or other reasonable remedies. Fire Call's determination of routine matters is final.
• For substantial disputes — such as allegations of property damage, injury, gross negligence, or significant deviation from the scope of work — Fire Call will investigate, and may escalate the matter to formal dispute resolution under Section 17 if not resolved informally.

Pending resolution of any dispute, Fire Call may withhold payment for the affected job in whole or in part, and may withhold from amounts owed to you on other jobs to the extent reasonably necessary to cover a potential refund, rework cost, or damage claim. Withheld amounts will be released promptly upon resolution to the extent not applied to the dispute.

You agree to cooperate in good faith with Fire Call's investigation of any dispute, including by providing photos, records, witness information, and access to the work site where reasonable.

11. Non-Circumvention

During your participation on the platform and for a period of twelve (12) months after this Agreement ends, you will not, directly or indirectly, perform paid work for any property owner introduced to you through Fire Call, except through the Fire Call platform.

This restriction covers (a) the property owner personally, (b) any property they own or control, and (c) any immediate family member of the property owner residing at the same property. It does not restrict you from performing work for a person who independently contacts you for unrelated work at a different property, provided you did not solicit that engagement and the engagement is not a continuation of, or substantially similar to, the work originally assigned through Fire Call.

If a property owner asks you to perform additional or follow-on wildfire remediation or related work after you complete a Fire Call job, you will direct them to request the additional work through Fire Call. Fire Call will offer the work to you in the ordinary course where feasible.

You acknowledge that the relationship with the property owner — including the lead generation, customer trust, and goodwill — was developed and is owned by Fire Call, and that the restriction in this Section 11 is reasonable and necessary to protect Fire Call's legitimate business interests.

12. Confidentiality

In the course of your participation on the platform, you may receive information that is not publicly available, including property owner contact and address information, inspection records, hazard reports, photos, pricing structures, platform features and roadmap, and Fire Call's business processes ("Confidential Information").

You will:

• Use Confidential Information only to perform the work and your obligations under this Agreement
• Not disclose Confidential Information to any third party, except your employees, subcontractors, or advisors who need to know and who are bound by similar confidentiality obligations
• Protect Confidential Information with at least the same degree of care you use to protect your own confidential information, and no less than reasonable care
• Return or destroy Confidential Information promptly upon Fire Call's request or upon termination of this Agreement, except for copies retained in routine backups or as required by law

Confidentiality obligations do not apply to information that is publicly available without breach of this Agreement, was already known to you without restriction, or is rightfully received from a third party without restriction. You may disclose Confidential Information if legally compelled, after giving Fire Call reasonable prior notice where permitted.

13. Photos, Work Product, and Intellectual Property

During and after each job, you may take or be required to take photos of the work site, hazards, materials, and completed work. You grant Fire Call a perpetual, worldwide, royalty-free, sublicensable license to use, store, display, modify, and distribute such photos and any related records for purposes of operating the platform, demonstrating work to property owners and agencies, training, quality assurance, dispute resolution, and marketing (provided that any marketing use will not identify the property owner by name or address without their consent).

Fire Call retains all right, title, and interest in and to the Fire Call platform, including its software, designs, trademarks, documentation, and improvements. Nothing in this Agreement transfers any intellectual property rights to you.

If you provide feedback, suggestions, or ideas about the platform ("Feedback"), you grant Fire Call a perpetual, irrevocable, royalty-free license to use the Feedback for any purpose without obligation to you.

14. Representations and Warranties

You represent and warrant that:

• The information you provided to Fire Call during application, onboarding, and the term of this Agreement is true, complete, and not misleading
• You have the legal authority to enter into and perform this Agreement, and doing so does not conflict with any other agreement you have
• You will perform all work in compliance with this Agreement, the applicable job-level agreement, and all applicable laws, codes, and regulations
• You will maintain all required licenses, insurance, and qualifications throughout your participation on the platform
• You have not been the subject of, and will promptly disclose to Fire Call if you become the subject of, any criminal charge, civil judgment, regulatory action, or licensing dispute that is reasonably related to your fitness to perform work on the platform

15. Indemnification

You will defend, indemnify, and hold harmless Fire Call, its officers, directors, employees, and agents from and against any claim, loss, damage, liability, cost, or expense (including reasonable attorneys' fees) arising out of or relating to:

• Your work, including any property damage, personal injury, or death caused or alleged to be caused by you, your employees, or your subcontractors
• Your breach of this Agreement, any job-level agreement, or any representation, warranty, or covenant in either
• Your violation of any law, code, or regulation
• Any claim that you are an employee, joint employee, or partner of Fire Call rather than an independent contractor, including any associated tax, wage, benefit, or employment-related claim
• Any claim by a property owner or third party related to your work, except to the extent the claim arises from Fire Call's gross negligence or willful misconduct

Fire Call will promptly notify you of any claim subject to indemnification, give you sole control of the defense and settlement (provided no settlement requires Fire Call to admit liability or pay money without its consent), and provide reasonable cooperation at your expense.

16. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, FIRE CALL WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR PARTICIPATION ON THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FIRE CALL'S TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS PAID BY FIRE CALL TO YOU IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

The limitations in this Section 16 do not apply to liability that cannot be limited under applicable law. The parties acknowledge that these limitations are a fundamental basis of the bargain.

17. Term, Suspension, and Termination

This Agreement begins when you accept it and continues until terminated.

Termination by you. You may terminate this Agreement at any time by giving Fire Call at least fourteen (14) days' written notice. You remain obligated to complete any jobs already accepted at the time of notice, unless Fire Call agrees to release you or reassign the work.

Termination by Fire Call. Fire Call may terminate this Agreement at any time, with or without cause, by giving you written notice. Fire Call may terminate immediately, without notice, for cause, including (a) material breach of this Agreement, (b) loss of required licensing or insurance, (c) conduct that endangers a property owner, employee, or third party, (d) fraud, theft, or material dishonesty, (e) repeated quality or reliability issues, (f) any matter that, in Fire Call's reasonable judgment, makes your continued participation a material risk to the platform or its customers.

Suspension. Fire Call may suspend your access to the platform, your eligibility for new work, or payment of pending amounts at any time pending investigation of any complaint, dispute, alleged breach, or risk concern. Fire Call will work in good faith to resolve the matter and restore your status if the concern is resolved.

Effect of termination. On termination, your right to access the platform ends. Sections that by their nature should survive — including Sections 7, 10, 11, 12, 13, 14, 15, 16, 17, and 19 — will survive. Termination does not affect amounts owed for completed work, subject to Section 7 and Section 10.

18. Changes to This Agreement

Fire Call may update this Agreement from time to time. When we do, we will publish the updated version at a new version-specific URL (for example, /contractor-agreement/v2-YYYY-MM-DD) and note the new effective date. The version of this Agreement you accepted remains accessible at its version-specific URL. For non-material changes, the updated version takes effect immediately and applies to your continued participation. For material changes — including changes that expand your obligations, restrict your rights, or change the allocation of risk or payment — Fire Call will provide at least thirty (30) days' advance notice by email or in-product notice. Your continued participation after the effective date constitutes acceptance. If you do not agree to a material change, you may terminate this Agreement before the effective date.

19. Dispute Resolution and Arbitration

Informal resolution. Before filing any formal claim, the parties will try in good faith to resolve any dispute by negotiation. Either party may initiate this process by sending a written notice describing the dispute to legal@firecall.us (for claims against Fire Call) or to your email address on file (for claims against you). The parties will then negotiate in good faith for at least thirty (30) days.

Binding arbitration. If informal resolution fails, any dispute arising out of or relating to this Agreement will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration will be conducted by one arbitrator, in English, with the seat in Ada County, Idaho. The arbitrator's decision will be final and may be entered as a judgment in any court of competent jurisdiction.

Class action waiver. Each party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative action. The arbitrator may not consolidate claims of multiple parties or preside over any class or representative proceeding.

Exceptions. Notwithstanding the foregoing, either party may (a) bring an individual action in small claims court for claims within that court's jurisdiction, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property, confidential information, customer relationships, or to enforce Section 11 (Non-Circumvention) or payment obligations, without first resorting to arbitration. The federal and state courts located in Ada County, Idaho will have exclusive jurisdiction over any such court actions, and the parties consent to personal jurisdiction and venue there.

20. Miscellaneous

Governing law. This Agreement is governed by the laws of the State of Idaho, without regard to its conflict-of-laws principles.

Notices. Notices to Fire Call must be sent to legal@firecall.us. Notices to you may be sent to the email address on file with Fire Call or delivered through the platform. You will keep your contact information current.

Assignment. You may not assign this Agreement or any rights or obligations under it without Fire Call's prior written consent. Fire Call may assign this Agreement freely, including to a successor in a merger, acquisition, or sale of substantially all of its assets.

Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) due to events beyond its reasonable control, including natural disasters, wildfires, acts of war or terrorism, civil unrest, pandemics, or actions of governmental authorities.

Severability. If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent needed to make it enforceable while preserving the parties' intent.

No waiver. A party's failure to enforce a provision is not a waiver of its right to enforce that provision later.

Entire agreement. This Agreement, together with any job-level agreements and written amendments signed by both parties, is the entire agreement between the parties about its subject matter and supersedes all prior agreements, communications, and understandings.

Electronic acceptance. This Agreement may be accepted electronically. Electronic acceptance has the same legal effect as a signed paper original.

21. Contact

Questions about this Agreement should be directed to: legal@firecall.us