Service Provider's User Agreement

This Service Provider's User Agreement is entered into effective as of the acceptance of this Agreement (the "Effective Date") by and between you, on behalf, and as representative, of a Service Provider ("You" or "Service Provider") and Norton Holdings, Inc. dba BlueClerk, a Texas corporation ("BlueClerk"). By accepting the terms of this Agreement (as defined below), You are permitted to use the website (https://blueclerk.com/), mobile application, including any content, functionality, and services offered on or through app.blueclerk.com and https://blueclerk.com/ (the "Website") and the information contained therein subject to the terms and conditions contained in this Service Provider's User Agreement, which may be modified, amended or replaced by BlueClerk from time to time at BlueClerk's sole discretion (collectively, the "Agreement"). Such modifications will become effective immediately upon the posting thereof. This Agreement shall also govern other aspects of Your relationship with BlueClerk beyond Your use of the Website, as described herein. In consideration of BlueClerk granting the Service Provider access to its Website and the information contained therein, and in order to use the Website, You must read and accept all of the Terms and Conditions in, and linked to, this Agreement. It is the Service Provider's responsibility to review this Agreement on a regular basis to keep itself informed of any modifications. BY ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE SERVICE PROVIDER ACKNOWLEDGES IT HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL OF THE TERMS, CONDITIONS, AND NOTICES CONTAINED IN THIS AGREEMENT JUST AS IF YOU HAD SIGNED THIS AGREEMENT.

By agreeing to the Agreement, the Service Provider is hereby permitted to use the services offered to Service Provider including, without limitation, access to BlueClerk's suite, the ability to create and share information about job details with employees and contractors, the ability to provide a status update for a work order, the ability to create and edit service tickets for work orders, and such other services that BlueClerk may offer to Service Providers from time to time through app.blueclerk.com (collectively, the "Services").

BlueClerk grants the Service Provider a non-transferable, limited license to access and use the Website and Services. Notwithstanding the foregoing, the Service Provider acknowledges and agrees that it will not access, reproduce, duplicate, copy, sell, re-sell, visit or otherwise exploit the Website or Services for any commercial or other purpose, without the express written consent of BlueClerk. The Service Provider automatically grants, and the Service Provider represents and warrants that the Service Provider has the right to grant to BlueClerk an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify, and distribute Service Provider Content (as defined below) and to prepare derivative works of, or incorporate into other works such Service Provider Content, and to grant and to authorize sublicenses (through multiple tiers) of the foregoing. In addition, by providing BlueClerk with Service Provider Content, the Service Provider automatically grants BlueClerk all rights necessary to prohibit the subsequent aggregation, display, copying, duplication, reproduction or exploitation of Service Provider Content on the Website or in any other medium by any other party. No compensation will be paid with respect to BlueClerk use of Service Provider Content. BlueClerk is under no obligation to post or use any of Service Provider Content or maintain Service Provider Content. BlueClerk may remove Service Provider Content at any time in BlueClerk's sole discretion.

BlueClerk does not endorse and is not responsible or liable for any Service Provider Content (as defined below), data, advertising, products, goods or services available or unavailable from, or through, BlueClerk. The Service Provider acknowledges and understands that BlueClerk simply acts as a passive conduit and an interactive computer provider for the publication and distribution of Service Provider Content. BlueClerk does not have any duty or obligation to investigate the quality of the work performed by the Service Provider or any other Service Provider. By using the Services, the Service Provider agrees that it is solely the Service Provider's responsibility to evaluate the Service Provider's risks associated with the use, accuracy, usefulness, completeness, appropriateness or legality of any information, responses, writings or other materials that the Service Provider submits, transmits or otherwise conveys through the Services (collectively, "Service Provider Content"). Under no circumstances will BlueClerk be liable in any way for any Service Provider Content including, but not limited to, any Service Provider Content that contains, errors, omissions, or for any loss or damage of any kind incurred as a result of the use of any Service Provider Content submitted, accessed, transmitted or otherwise conveyed via the Services or otherwise. The Service Provider hereby waives any claims, rights or actions that it may have against BlueClerk or any of its affiliates or subsidiaries with respect to any Service Provider Content and releases BlueClerk and each of its affiliates and subsidiaries from any and all liability for or relating to Service Provider Content. The Service Provider acknowledges and agrees that the Service Provider can neither require BlueClerk to place the Service Provider on its Website nor remove the Service Provider from the Website. The Service Provider further acknowledges and understands that the Service Provider is not a consumer user of BlueClerk, cannot refer to itself as a consumer of BlueClerk, and is not afforded the same access to the Website as a consumer nor the benefits afforded to a consumer. Service Provider shall not use the Services to post any unauthorized content, which includes but is not limited to: • Offensive, harmful and/or abusive language, including without limitation: expletives, profanities, obscenities, harassment, vulgarities, sexually explicit language and hate speech (e.g., racist/discriminatory speech); • Content that contains personal attacks or describes physical confrontations and/or sexual harassment; • Language that violates the standards of good taste or the standards of the Website, as determined by BlueClerk in its sole discretion; • Content determined by BlueClerk, in its sole discretion, to be illegal, or to violate any federal, state, or local law or regulation or the rights of any other person or entity; • Content that is intended to damage, interfere with, or intercept or appropriate any system, data, or personal information; or • Content that has been obtained illegally. The Service Provider acknowledges and agrees that BlueClerk in its sole discretion may remove without notice any content or Service Provider or any portion thereof that BlueClerk believes violates the foregoing. BlueClerk may suspend, restrict or terminate the Service Provider's use of the Services or any portion thereof if the Service Provider breaches or fails to comply with the terms of the Agreement. The Service Provider has the sole responsibility of updating any and all of its information on the Website including, without limitation, the Service Provider's description and profile information. The Service Provider agrees not to use or cause any robot, bot, spider, other automatic device, or computer program routine or manual process to monitor, duplicate, take, obtain, transfer, modify, use, reproduce, aggregate or copy BlueClerk's Services or any other content contained on the Website or any other publication of BlueClerk. You shall not use or cause any device, software, or routine to interfere or attempt to interfere with the proper working of the Website. The Service Provider hereby represents and warrants to BlueClerk that (a) all information provided to BlueClerk by the Service Provider is true, complete and accurate in all respects, and (b) the Service Provider is authorized to submit information to BlueClerk. BlueClerk is authorized by the Service Provider to rely upon the truthfulness, completeness and accuracy of Service Provider Content in order to serve its consumers. To the extent a third party posts or submits any Service Provider Content or manages the Service Provider's profile or information on the Website, the Service Provider hereby acknowledges and agrees that the Service Provider shall remain fully responsible for any Service Provider Content or information posted or submitted by such third party.

In consideration of the Services provided to the Service Provider under this Agreement, Service Provider shall pay to BlueClerk a monthly fee in the amount of $300 (the "Monthly Fee") plus a fee of $1 for every completed job (the "Completed Job Fee" and together with the Monthly Fee, the "Fees"). The Fees shall be due and payable on the first day of the month following the month in which the Services were provided. The Fees will be collected via auto-payment beginning on the first of the month following the Effective Date. By providing us your payment account information, you are signing up for the Services requiring recurring payments and you authorize us to store your payment method for the purpose of the reoccurring transaction. You must provide accurate and complete information for a valid payment method that you are authorized to use. BlueClerk reserves the right to change prices at any time and will provide Service Provider with notice of such change. Service Provider shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local government entity on any amounts payable by Service Provider hereunder. BlueClerk shall be entitled to suspend the use of any Services if the Service Provider fails to pay any fees when due hereunder or BlueClerk is unable to process Service Provider's transaction using the payment method on file.

The Initial Term of this Agreement (the "Initial Term") shall commence on the Effective Date and shall continue thereafter until the date which is one (1) year after the Effective Date, unless earlier terminated pursuant to this Section 5. Upon expiration of the Initial Term, this Agreement shall automatically renew (together with the Initial Term, the "Term") for successive one (1) year renewal Terms unless either party delivers in writing to the other party no later than thirty (30) calendar days prior to the expiration of the then-current Term notice of non-renewal. If the Term is renewed for one or more Terms, the terms and conditions of this Agreement during each renewal Term shall be the same as the terms and conditions in effect immediately prior to such renewal, subject to any change in fees as determined by BlueClerk. If either party provides timely notice of nonrenewal, then this Agreement shall terminate on the expiration of the then-current Term, unless sooner terminated as provided in this Agreement. Service Provider may terminate this Agreement at any time for convenience upon thirty (30) calendar days' prior written notice to BlueClerk. BlueClerk may terminate this Agreement at any time for convenience without any notice. If the Service Provider breaches this Agreement, BlueClerk may terminate Service Provider's use of the Services and the Website. In the event this Agreement is terminated pursuant to Section 5(b), Service Provider shall continue to have access to the Services through the end of the month in which the Service Provider provides such notice. Upon termination of this Agreement, Service Provider shall be obligated to pay all Fees that become due prior to the date of termination. The Fees are nonrefundable unless required by applicable law. The rights and obligations of the parties set forth in this Section 5(d) and in Sections 2, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, and 22 and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

BlueClerk is the owner and/or authorized user of any trademark and/or service mark, including, without limitation, the name "BlueClerk", appearing on the Website and is copyright owner or licensee of the content and/or information on the Website. By placing them on the Website, BlueClerk does not grant the Service Provider any license or other authorization to copy or use its trademarks, service marks, copyrighted material, or other intellectual property, except as provided herein. The Service Provider agrees unless expressly authorized by BlueClerk not to access, copy, duplicate use, reproduce, alter, modify, create derivative works, display, sell, re-sell, advertise or market with or otherwise exploit for any commercial, educational or other purpose any content from the Website or BlueClerk.

The Service Provider agrees to be bound by BlueClerk's Privacy Policy (https://blueclerk.com/legal/privacy-policy) and Terms of Use (https://blueclerk.com/legal/terms-of-use).

THE SERVICE PROVIDER EXPRESSLY UNDERSTANDS AND AGREES THAT BLUECLERK WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF BLUECLERK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, "DAMAGES"), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SERVICES; (B) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE SERVICES; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR SERVICE PROVIDER CONTENT; (D) SERVICE PROVIDER CONTENT THE SERVICE PROVIDER MAY SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICES OR THIS AGREEMENT; (E) STATEMENTS OR CONDUCT OF ANY CONSUMER OR OTHER THIRD PARTY THROUGH THE SERVICES; (F) ANY OTHER MATTER RELATING TO THE SERVICES; (G) ANY BREACH OF THIS AGREEMENT BY BLUECLERK OR THE FAILURE OF BLUECLERK TO PROVIDE THE SERVICES UNDER THIS AGREEMENT; OR (H) ANY OTHER DEALINGS OR INTERACTIONS THE SERVICE PROVIDER HAS WITH ANY SERVICE PROVIDER (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL BLUECLERK'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED ONE (1) TIME THE AGGREGATE AMOUNTS PAID OR PAYABLE TO BLUECLERK IN THE ONE (1) YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Service Provider shall defend, indemnify and hold harmless BlueClerk, its affiliates, and their respective officers, directors, employees, owners, members, stockholders, joint venturers, agents, servants, successors and assigns (collectively, the "Indemnified Parties") from and against all losses, damages, liabilities, deficiencies, actions, claims, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including without limitation reasonable attorneys' fees) (collectively, "Losses") arising out of, in connection with, or resulting from: (a) any act or omission of Service Provider, Service Provider's affiliates, or any of their respective officers, directors, employees, owners, members, stockholders, joint venturers, agents, servants, successors and assigns (collectively, the "Indemnifying Parties"), except to the extent any such Losses are directly caused by the gross negligence or willful misconduct of the Indemnified Parties; or (b) any breach of any of Service Provider's obligations under this Agreement.

By accepting this Agreement and using the BlueClerk platform, the Service Provider expressly consents to receive communications from BlueClerk via email, SMS text message, and push notification, to the email address and phone number associated with the Service Provider's account. Such communications may include transactional messages (job assignments, ticket updates, invoice status, payment notifications, account alerts), operational messages (platform updates, security notices), and marketing messages (new features, offers). Email communications are sent via Amazon Web Services SES. Standard carrier messaging rates apply to SMS messages. Service Provider may opt out of marketing SMS by replying "STOP" and marketing emails by clicking the unsubscribe link. Opting out of transactional communications may impair the Service Provider's ability to use the Services. This consent is not a condition of purchase and BlueClerk complies with the TCPA and CAN-SPAM Act. Service Provider further acknowledges that its account data, including job history, property information, and customer contact information processed through the platform, will be shared with other platform users as necessary to facilitate service delivery, as described in BlueClerk's Privacy Policy.

This Agreement, including and together with the Terms of Use, Privacy Policy, exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

No amendment to or modification of this Agreement is effective unless it is in writing and signed by each party.

No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Service Provider shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent BlueClerk. Any purported assignment or delegation in violation of this Section 14 shall be null and void. No assignment or delegation shall relieve the Service Provider of any of its obligations under this Agreement. BlueClerk may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of BlueClerk's assets without Service Provider's consent.

This Agreement is binding on and inures to the benefit of the parties to this Agreement and their respective permitted successors and permitted assigns.

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

This Agreement benefits solely the parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Texas, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Texas.

Each party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other party in any way arising from or relating to this Agreement, including the Terms of Use, Privacy Policy, all exhibits, schedules, attachments and appendices attached to this Agreement, and all contemplated transactions, in any forum other than the Western District of Texas or the courts of the State of Texas sitting in Travis County, and any appellate court from any thereof. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in the Western District of Texas or the courts of the State of Texas sitting in Travis County. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

BlueClerk shall not be liable or responsible to Service Provider, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of BlueClerk including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of thirty (30) days, Service Provider shall be entitled to give notice in writing to BlueClerk to terminate this Agreement.