Terms of Service

TheGuys App, LLC Effective Date: [TO BE INSERTED UPON LAUNCH] Version: 3 — Pre-Lawyer Draft

PLEASE READ THIS AGREEMENT CAREFULLY. BY REGISTERING FOR OR USING THEGUYS.APP, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AGREEMENT, A CLASS ACTION WAIVER, AND A LIMITATION OF LIABILITY. IF YOU DO NOT AGREE, DO NOT REGISTER FOR OR USE THE PLATFORM.

These Terms of Service (the "Agreement") govern your access to and use of the software platform operated at TheGuys.app and related mobile and web applications (collectively, the "Platform"), provided by TheGuys App, LLC, a Florida limited liability company ("TheGuys App," "we," "us," or "our"). "User," "you," or "your" means any individual or entity that registers for or uses the Platform.

This Agreement incorporates by reference the following additional documents, each of which forms part of your agreement with us: (a) our Privacy Policy, (b) our Acceptable Use Policy, (c) our SMS Consent & Messaging Policy, (d) our DMCA Policy, and (e) our Standard Job Terms. To the extent of any conflict between this Agreement and any incorporated document, this Agreement controls except where the incorporated document expressly states otherwise.

We may change this Agreement from time to time in our sole discretion, except for the Arbitration Agreement and Class Action Waiver in Section 21, which is governed by its own modification rules. We will provide notice of material changes by posting the updated Agreement on the Platform and, where commercially reasonable, by notifying registered Users by email. Your continued use of the Platform after changes are posted constitutes your acceptance of the revised Agreement. If you do not agree to the changes, you must stop using the Platform.

1. Definitions

1.1 "Account" means a single registered user account on the Platform.

1.2 "Dispatcher" means a User acting in the role of posting a Job, selecting which other Users perform the Job, and authorizing payment for the completed Job. A User is a Dispatcher only with respect to Jobs the User has posted; the same User may simultaneously be a Performer with respect to other Jobs.

1.3 "Performer" means a User acting in the role of receiving, accepting, and performing a Job posted by a Dispatcher. A User is a Performer only with respect to Jobs the User has accepted; the same User may simultaneously be a Dispatcher with respect to other Jobs.

1.4 Single Platform; Role Per Job. There is no separate "Dispatcher account" and "Performer account," and no separate "Dispatcher mode" or "Performer mode." Every Account is a single Account on a single Platform with a single user interface. A User's status as a Dispatcher or Performer is determined solely by the User's role with respect to a specific Job, not by any selection, mode, toggle, or designation made at the Account level.

1.5 "Client" means a third party who receives services from a Dispatcher and is invoiced by that Dispatcher for those services. Clients do not have Accounts on the Platform.

1.6 "Job" means a discrete work assignment posted on the Platform by a Dispatcher for performance by one or more Performers. A Job may be a Client Job (associated with a specific Client and Client invoice) or an Internal Job (no Client, no Client invoice).

1.7 "Platform Fee" has the meaning given in Section 5.1.

1.8 "Monthly Minimum" has the meaning given in Section 5.2.

1.9 "Multi-Tier Hierarchy" means the multi-tier structure in which a User who has been a Performer on one Job may, in turn, post Jobs as a Dispatcher and engage other Users as Performers on those Jobs, creating cascading Dispatcher-Performer relationships of arbitrary depth, all subject to this Agreement.

1.10 Informal Vocabulary. Within the Platform's user-facing interface, marketing materials, push notifications, email subject lines, help content, and informal communications, a Dispatcher may be referred to as a "Boss" and a Performer may be referred to as a "Guy." These informal terms are used as a matter of vocabulary familiar to the Platform's User base and have no legal effect. The terms "Boss" and "Guy" as used informally on the Platform are gender-neutral and apply equally to Users of any gender, gender identity, or gender expression; no gendered meaning is intended or implied. References in this Agreement to "Dispatcher" and "Performer" are the operative legal terms and control over any informal usage that might appear on or through the Platform.

2. Eligibility and Account Creation

2.1 Eligibility. You may register for and use the Platform only if (a) you are at least 18 years of age, (b) you reside or operate in the United States, (c) you have the legal capacity to enter into and perform this Agreement, (d) you intend to use the Platform for lawful contractor or contractor-employee work, and (e) you have not been previously banned from the Platform.

2.2 Account Creation. To use the Platform you must create an Account by providing accurate registration information, including your legal name, contact email, mobile phone number, and any other information we require. You are responsible for maintaining the accuracy of your Account information and for the security of your login credentials. You are responsible for all activity that occurs under your Account. You must notify us immediately at legal@theguys.app if you suspect your credentials have been stolen or are being misused.

2.3 One Account, Both Roles Available. Every Account on the Platform may be used to post Jobs (acting as a Dispatcher with respect to those Jobs) and to accept Jobs (acting as a Performer with respect to those Jobs). Registration constitutes acceptance of this Agreement in either capacity, regardless of whether you presently intend to act in one or both roles. You agree this Agreement governs your conduct in any role you take with respect to any Job on the Platform.

2.4 Permitted Use. The Platform is provided for the posting, performance, and payment of lawful contractor work. You may not use the Platform for any unlawful, fraudulent, or harmful purpose, or to coordinate work that you are not licensed or authorized to perform in the applicable jurisdiction. You agree to comply with the Acceptable Use Policy at all times.

2.5 No Public Marketplace. The Platform is a private, invitation-based system. We do not match strangers, do not maintain a public job board, and do not advertise Jobs to the public. All Jobs are posted by a Dispatcher to specific Users that Dispatcher has chosen. The Platform is not a public-facing marketplace and we make no representations as a marketplace operator.

2.6 Identity Verification. We reserve the right to verify the identity of any User at any time. By creating an Account, you authorize us, directly or through third-party identity-verification services, to verify your name, contact information, government-issued identification, business entity status, and any other information you submit. Failure to cooperate with reasonable verification requests is grounds for suspension or termination of your Account.

2.7 Sanctions and Export Compliance. By using the Platform, you represent and warrant that: (a) you are not located in, ordinarily resident in, or a citizen or national of any country or region subject to comprehensive U.S. government sanctions or embargo, including without limitation Cuba, Iran, North Korea, the Crimea region of Ukraine, the so-called Donetsk People's Republic, the so-called Luhansk People's Republic, and Syria; (b) you are not on the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") Specially Designated Nationals or Blocked Persons List, the U.S. Department of Commerce's Denied Persons List or Entity List, or the U.S. Department of State's Debarred Parties List; (c) you are not employed by or acting on behalf of any party identified on any of the lists referenced in clause (b); and (d) you will not use the Platform in violation of any applicable U.S. export-control or economic-sanctions law or regulation. We may suspend or terminate your Account immediately and without notice if we determine, in our sole discretion, that your use of the Platform violates this Section.

[FLAG FOR COUNSEL: confirm "private invite-only" framing aligns with how Stripe Connect onboarding has been positioned to Stripe and with any Florida money transmitter analysis. Confirm sanctions list scope is current at time of launch.]

3. Roles and the Multi-Tier Hierarchy

3.1 Roles Are Determined Per Job. A User's role on the Platform with respect to any specific Job is determined by what the User does on that Job, not by any Account-level setting. A User who posts a Job is the Dispatcher with respect to that Job. A User who accepts a Job is a Performer with respect to that Job. The same User may be a Dispatcher with respect to one Job and a Performer with respect to another, simultaneously and continuously.

3.2 Multi-Tier Hierarchy. You acknowledge and agree that the Platform supports a Multi-Tier Hierarchy in which a User who has been a Performer on a Job may, in turn, post Jobs as a Dispatcher and engage other Users as Performers on those Jobs. The Multi-Tier Hierarchy may extend to any depth. The Platform Fee applies to every payout transaction at every level of the Multi-Tier Hierarchy.

3.3 Responsibility for Engaged Performers. When you, acting as a Dispatcher, engage another User as a Performer (whether by direct invitation, by posting a Job, or otherwise), you represent that you have a legitimate work relationship or work-relationship intent with that User and that you are authorized under applicable law to engage that User as an independent contractor or, if applicable, as your employee. You are responsible for compliance with all laws governing your engagement of any User you engage, including without limitation worker classification, payroll tax, and any required licensing or registration.

3.4 No Joint Liability Among Tiers. Each Dispatcher-Performer relationship within the Multi-Tier Hierarchy is a separate contractual relationship between those two Users with respect to a specific Job. A User at a higher tier of the Multi-Tier Hierarchy is not a party to, and is not responsible for, the relationships between Users at lower tiers, except as may otherwise be required by applicable law.

3.5 Account Closure of an Upstream User. If a User's Account is closed, the closure does not automatically terminate the Accounts of other Users that User had previously engaged. Other Users retain their own Accounts and any independent relationships with the Users with whom they have direct Dispatcher-Performer relationships.

[FLAG FOR COUNSEL: review Multi-Tier Hierarchy liability cascade. Consider whether to add an explicit waiver from each User of any claim against TheGuys App for harm caused by another User at any tier.]

4. Independent Contractor Relationships

4.1 No Employment Relationship with TheGuys App. You are not an employee, agent, partner, joint venturer, joint employer, single or integrated enterprise, or franchisee of TheGuys App. Nothing in this Agreement creates such a relationship. You agree you will not take any position in any tax filing, benefits application, or legal proceeding inconsistent with your status as a non-employee of TheGuys App. You are not authorized to make commitments on behalf of TheGuys App or to represent yourself as an agent of TheGuys App.

4.2 TheGuys App Provides Software Only. TheGuys App provides a software platform. We do not control, supervise, direct, train, or evaluate the work performed by any User. We do not set rates, schedules, or methods of work. We do not provide equipment, materials, uniforms, or expense reimbursement. We do not guarantee any User any minimum amount of work. All decisions about whether to post, accept, or perform any Job, and how to perform it, are made by the Users themselves.

4.3 Worker Classification Between Users. Whether a Performer is properly classified as an independent contractor, an employee of the Dispatcher, or otherwise is a determination made solely by the Dispatcher with respect to that Dispatcher's own Performers. TheGuys App does not classify any User and takes no position on classification. You represent and warrant that any classification you apply to Users you engage complies with applicable federal, state, and local law.

4.4 Indemnification for Misclassification. You agree to indemnify, defend, and hold harmless TheGuys App from and against any and all claims, costs, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your classification of any User you engaged as an independent contractor or employee, (b) any claim brought against TheGuys App by any government agency or third party arising from such classification, and (c) any claim that TheGuys App was an employer, joint employer, or single or integrated enterprise with you or any User you engaged.

4.5 Tax Reporting and Withholding. TheGuys App will not withhold any taxes from payments processed through the Platform. Each User is solely responsible for reporting and paying all federal, state, and local income, self-employment, payroll, sales, and other taxes applicable to their work and their relationships with other Users. Stripe, Inc. or its affiliates ("Stripe") may issue an IRS Form 1099-K or equivalent to you in accordance with Stripe's own policies and applicable thresholds based on payments processed through your Stripe-connected account. TheGuys App does not itself issue Form 1099 of any kind to Users.

[FLAG FOR COUNSEL: confirm that under Stripe Connect Express with direct charges, the connected account (User) is the merchant of record for 1099-K purposes and TheGuys App, LLC has no 1099-K issuance obligation. Verify against current Stripe Connect documentation.]

5. Platform Fees and Monthly Minimum

5.1 Platform Fee. TheGuys App charges a fee equal to five percent (5%) of the gross amount of each payout processed through the Platform from a Dispatcher to a Performer (the "Platform Fee"). The Platform Fee is collected as a Stripe Connect application fee at the time the payout is processed. The Platform Fee applies separately at each tier of the Multi-Tier Hierarchy. We may change the Platform Fee from time to time on prior notice posted to the Platform; continued use of the Platform after such notice constitutes acceptance of the revised Platform Fee.

5.2 Monthly Minimum. Each Account that posts at least one Job during a calendar month is subject to a minimum monthly fee of seventy-five dollars ($75) (the "Monthly Minimum"). If the Platform Fees collected from the User's posted Jobs during a calendar month total at least $75, no additional Monthly Minimum charge applies for that month. If the Platform Fees collected from the User's posted Jobs during a calendar month total less than $75, the difference will be charged to the User's payment method on file on the first day of the following calendar month. A User who does not post any Jobs during a calendar month is not subject to the Monthly Minimum for that month.

5.3 Authorization to Charge. By posting any Job on the Platform, you authorize TheGuys App to charge your designated payment method for the Monthly Minimum shortfall (if any) and any other fees authorized under this Agreement.

5.4 No Refunds. Platform Fees and Monthly Minimum charges are non-refundable, except as expressly required by applicable law.

5.5 Taxes on Fees. If any jurisdiction imposes sales, use, value-added, excise, or similar tax on the Platform Fee or Monthly Minimum (other than tax on TheGuys App's own income), the affected fee will be increased so that TheGuys App receives the full amount otherwise payable, and the User remains responsible for any such tax.

[FLAG FOR COUNSEL: Florida SaaS / digital services taxability of Platform Fee and Monthly Minimum needs definitive review.]

6. Payment Processing and Money Flow

6.1 Stripe Connect; No Custody by TheGuys App. All payments processed through the Platform are processed by Stripe under its Stripe Connect product (Express account type) using Stripe's direct-charge model. Each User maintains a Stripe-connected account in their own name. Funds flow directly between Users' Stripe-connected accounts. TheGuys App does not receive, hold, control, or direct the disposition of any User's funds. The Platform Fee is collected as a Stripe Connect application fee at the moment of transaction processing and is paid by Stripe to TheGuys App.

6.2 No Money Transmission. TheGuys App is a software platform and is not a bank, money transmitter, money services business, or escrow agent. TheGuys App does not transmit money on behalf of Users. The Platform's role is limited to providing the software interface; payment custody, transmission, and dispute handling are the responsibilities of Stripe and the Users.

6.3 Stripe Terms Apply. Your use of payment functions on the Platform is subject to your acceptance of and compliance with Stripe's then-current Connected Account Agreement, Services Agreement, and other Stripe terms applicable to Stripe Connect Express accounts. We have no responsibility or liability for Stripe's services, decisions, payouts, holds, terminations, or fees.

6.4 Dispatcher-to-Performer Payouts. When a Dispatcher approves a completed Job and authorizes payment, Stripe processes a charge against the Dispatcher's payment method and, in the same transaction, transfers (a) ninety-five percent (95%) of the gross amount to the Performer's connected account and (b) five percent (5%) to TheGuys App as the Platform Fee. The exact mechanics, holding periods, and dispute handling are governed by Stripe.

6.5 Client Invoicing. For Client Jobs, the Platform generates an invoice in the Dispatcher's name and at the Dispatcher's designated rates and emails the invoice to the Client at the Dispatcher's direction. The invoice is the Dispatcher's invoice; TheGuys App is the delivery mechanism only. Payment from the Client to the Dispatcher is collected outside the Platform by means the Dispatcher arranges with the Client. TheGuys App is not a party to any agreement between a Dispatcher and a Client and has no responsibility for collection, dispute, or refund of Client payments. Each Dispatcher is solely responsible for the accuracy of Client invoices, the rates charged, the collection of any sales tax, and any consumer-protection or contract-law obligations to the Client.

6.6 Internal Jobs. For Internal Jobs, no Client invoice is generated. The Platform Fee applies to the Dispatcher-to-Performer payout in the same manner as for Client Jobs.

6.7 Pricing Isolation. The Platform supports separate rate sets for (a) Performer-to-Dispatcher compensation, (b) Dispatcher-to-Client billing, and (c) Client-facing invoice line items. These rate sets are independent and do not cross. A Performer cannot view a Dispatcher's rates with the Client; a Client cannot view the Dispatcher's compensation to the Performer. You agree not to attempt to circumvent or expose the pricing isolation features of the Platform.

[FLAG FOR COUNSEL: critical regulatory question — confirm in writing that Stripe Connect Express direct-charge model does NOT trigger Florida money transmitter licensing under Chapter 560, Florida Statutes.]

7. Job Lifecycle and User Responsibilities

7.1 Job Posting. A User acting as a Dispatcher may create a Job by describing the work, location, applicable rates, and other details. The Platform may use automated tools, including artificial intelligence, to assist in drafting the Job description and task checklist (see Section 10). The Dispatcher is responsible for reviewing and approving the final Job posting before it is posted to the selected Performers. Errors, inaccuracies, or omissions in a Job posting are the Dispatcher's responsibility, regardless of whether AI assisted in drafting.

7.2 Posting and Acceptance. A Dispatcher selects which Users to post a Job to (whether one User, several selected Users, or a broader broadcast among the Dispatcher's existing engaged Users). Selected Users may accept or decline the Job. The Job closes to additional acceptances when the Dispatcher's specified slot count is filled. TheGuys App makes no guarantee that any Job will be filled, accepted, or completed.

7.3 Performance. Once a User accepts a Job, that User (the Performer with respect to that Job) is solely responsible for the performance of the work. The Dispatcher is solely responsible for supervising the work to whatever extent the Dispatcher chooses. TheGuys App does not supervise, train, evaluate, or quality-check the work.

7.4 Completion and Approval. Upon completion, the Performer submits the completed task checklist, expenses (with receipts), and photos through the Platform. The Dispatcher reviews and either approves the work and authorizes payment or rejects it. Disputes between Dispatchers and Performers regarding completion, payment amounts, or expense approval are resolved between the parties; TheGuys App is not a party to and has no responsibility for resolving such disputes.

7.5 Reliability Scoring. The Platform may track and compute internal metrics regarding User behavior — including but not limited to acceptance rate, response time, check-in timing, task completion, photo quality, and expense accuracy — and use these metrics to inform recommendations to Dispatchers about which Users to engage for future Jobs (see Section 10). These metrics are internal to the Platform and are not made visible to all Users. A User has no contractual right to access, correct, or dispute these internal metrics, except as may be required by applicable law.

7.6 Standard Job Terms. Every Job posted, accepted, and performed through the Platform is also subject to the Standard Job Terms, which govern the contractual relationship between the Dispatcher and each Performer for that Job. The Standard Job Terms are accepted by every User at signup and apply automatically to every Job thereafter without further click-through. The Standard Job Terms are incorporated into this Agreement by reference.

8. Insurance and Risk

8.1 No Insurance Provided or Required by TheGuys App. TheGuys App does not provide, require, verify, or maintain any insurance for any User or any User's work. TheGuys App is not an insurer, broker, or guarantor of any kind.

8.2 User Responsibility. Each User is solely responsible for determining what insurance, if any, is required by law, by any Client, or by any contract under which the User performs work, and for obtaining and maintaining such insurance.

8.3 No Duty to Verify. TheGuys App has no duty to verify, confirm, monitor, or maintain records of any User's insurance status. TheGuys App is not responsible for any harm arising from a User's lack of insurance, lapse of coverage, or insufficient coverage limits.

8.4 Workers' Compensation. When acting as a Dispatcher, you represent and warrant that any Performer you engage is properly covered by workers' compensation insurance or properly exempted under the law of the jurisdiction in which the work is performed, and that you have complied with all applicable workers' compensation laws with respect to that Performer. You agree to indemnify, defend, and hold harmless TheGuys App from any claim arising from the absence, insufficiency, or improper exemption of workers' compensation coverage with respect to any Performer you engaged.

9. Platform License and Intellectual Property

9.1 License Grant. Subject to your compliance with this Agreement, TheGuys App grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your own internal business purposes during the term of this Agreement. This license is conditional and may be revoked at any time as provided in this Agreement.

9.2 Restrictions. You will not, and will not permit any other person to, directly or indirectly: (a) rent, lease, license, sublicense, sell, resell, transfer, assign, or otherwise commercially exploit the Platform or make it available to any third party; (b) create derivative works based on the Platform; (c) decompile, disassemble, reverse engineer, or attempt to derive the source code, structure, or algorithms of the Platform, except to the extent expressly permitted by applicable law notwithstanding this restriction; (d) interfere with, disrupt, or attempt to gain unauthorized access to the Platform, its servers, networks, or any other Users' Accounts or data; (e) probe, scan, or test the vulnerability of the Platform, or breach any security or authentication measure; (f) use any robot, spider, scraper, automated tool, or similar means to access, collect, or extract data from the Platform; (g) collect or compile any database, list, or directory of Users from data obtained through the Platform, except to the extent necessary for your own legitimate use of the Platform; (h) remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notice on or in the Platform; (i) frame, mirror, or otherwise reproduce any portion of the Platform without our express prior written consent; (j) use the Platform to transmit malware, viruses, worms, or other malicious code; or (k) use the Platform in any way that violates any law, regulation, or this Agreement.

9.3 Reservation of Rights. The Platform, including without limitation all software, source code, object code, designs, graphics, user interfaces, layouts, algorithms, models, structures, databases, documentation, content provided by us, and all enhancements, modifications, and derivative works of any of the foregoing, is owned by TheGuys App or our licensors and is protected by copyright, trademark, trade secret, and other intellectual property laws. Except for the limited license expressly granted in Section 9.1, no rights or licenses in the Platform are granted to you, whether by implication, estoppel, or otherwise. All rights not expressly granted are reserved by TheGuys App.

9.4 Trademarks. "TheGuys.app," "TheGuys App," and any associated logos, designs, slogans, and trade dress are trademarks or service marks of TheGuys App, LLC. All other trademarks, service marks, and logos appearing on the Platform are the property of their respective owners. You may not use any of our trademarks or any confusingly similar marks without our prior written consent. Nothing in this Agreement grants you any right or license to use any of our trademarks.

9.5 Feedback. If you submit ideas, suggestions, recommendations, feedback, or other input regarding the Platform ("Feedback"), you grant TheGuys App a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, transferable license to use, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise exploit the Feedback for any purpose, without any compensation or attribution to you. Feedback is provided voluntarily and is not Confidential Information.

[FLAG FOR COUNSEL: Section 9.5 (Feedback license) is broad on purpose, to prevent later claims by Users that suggested features belong to them. Confirm acceptable scope.]

10. Artificial Intelligence and Automated Tools

10.1 AI Functions on the Platform. The Platform incorporates artificial intelligence tools ("AI Tools") to assist Users in the following functions: (a) drafting Job postings and task checklists from Dispatcher input; (b) generating recommendations to Dispatchers regarding which Users to engage for a given Job; (c) reviewing photos submitted by Performers for clarity, completeness, and apparent accuracy before they are presented to the Dispatcher; (d) generating Client invoices from Job and rate data; and (e) answering Job-related and Platform-related questions submitted by Users in-product. The AI Tools are subject to ongoing change.

10.2 AI Tools Are Recommendations Only; Humans Make Decisions. All decisions on the Platform with legal or economic effect — including which Users are engaged, which Jobs are accepted, whether work is approved, and whether and in what amount payments are authorized — are made by the Users themselves and not by TheGuys App or the AI Tools. The AI Tools provide recommendations, drafts, and assistance only. A User retains full authority to override, ignore, or revise any AI-Tool output.

10.3 Recommendation Inputs. Engagement recommendations may incorporate a variety of factors, including but not limited to historical Platform performance, dispatcher preferences, prior working relationships, and other data accumulated within the Platform. Some inputs to engagement recommendations may not be visible to the User being ranked.

10.4 No Warranty of AI Outputs. AI Tools may produce inaccurate, incomplete, biased, or otherwise erroneous outputs. AI Tools are provided "AS IS," with no warranty of accuracy, completeness, fitness for any particular purpose, or non-infringement. Users are responsible for reviewing all AI-Tool outputs before relying on or approving them.

10.5 Photo Review. AI photo review may delay or block a Performer's submission of completion photos. A Performer whose photos are flagged by AI review may be prompted to re-upload. AI review is a Platform-internal mechanism and is not a substitute for the Dispatcher's own review and approval of photos. TheGuys App is not liable for any delay in payment or in Job completion arising from AI photo review.

10.6 Waiver of Automated-Decision Claims. To the maximum extent permitted by applicable law, you waive any claim against TheGuys App that arises from or is based upon (a) the inclusion or exclusion of you in any AI-generated recommendation, (b) the contents or operation of any AI Tool, or (c) any decision a User made in reliance, in whole or in part, on AI-Tool output. Nothing in this section waives any right that cannot be waived under applicable law.

10.7 Scope Restriction. AI Tools available within the Platform are restricted by us to Platform-internal, work-related functions. The Platform does not provide general-purpose AI chat services. Attempts to use AI Tools for purposes outside the Platform's intended functions are prohibited.

[FLAG FOR COUNSEL: review against any then-current state-level AI disclosure laws (e.g., NYC AEDT, IL AI Video Interview Act, CO AI Act if effective, EU AI Act applicability), and adjust as appropriate.]

11. Text Message Notifications

11.1 SMS Consent Required at Signup. Use of the Platform requires consent to receive transactional and operational text messages from TheGuys App and from other Users acting through the Platform. This consent is captured separately from your acceptance of this Agreement, in accordance with our SMS Consent & Messaging Policy. SMS consent may be revoked at any time through your Account settings or by replying STOP to any Platform SMS, in which case you will retain your Account but will no longer receive Platform SMS.

11.2 SMS Consent & Messaging Policy. The full terms governing SMS use of the Platform — including the categories of messages we send, frequency, opt-out methods, audit-trail practices, and Dispatcher representations regarding the phone numbers of others — are set forth in the SMS Consent & Messaging Policy, which is incorporated into this Agreement by reference.

11.3 Dispatcher Representation Regarding Phone Numbers. When acting as a Dispatcher, you represent and warrant that any phone number you enter on the Platform for another person was provided to you by that person and that you have a legitimate business reason to enter the number. You agree to indemnify TheGuys App against any claim arising from your entry of a phone number for another person without that person's authorization.

12. Private Notes About Other Users

12.1 Existence of Private Notes Feature. The Platform may permit a Dispatcher to maintain private notes about Users that Dispatcher has previously engaged. Such notes may be viewable only to the Dispatcher who created them and may inform that Dispatcher's own decisions and AI-Tool recommendations to that Dispatcher.

12.2 Discoverability Warning. Notes you maintain about other Users on the Platform may, despite their private status within the Platform, become discoverable in litigation, government investigation, subpoena, regulatory inquiry, or other legal process, or may be disclosed in the event of a security incident or operational error. You acknowledge this risk.

12.3 User Self-Limitation. You agree to limit any private notes you maintain on the Platform to factual, work-related observations relevant to engagement decisions. You agree to refrain from including in such notes (a) speculation about a User's personal traits or characteristics, (b) statements that could be defamatory if disclosed, (c) statements that reference protected characteristics including but not limited to race, ethnicity, religion, sex, sexual orientation, gender identity, age, disability, or national origin, and (d) any other content the disclosure of which could expose you or TheGuys App to liability.

12.4 Indemnification. You agree to indemnify, defend, and hold harmless TheGuys App from and against any claim arising from notes you authored on the Platform.

12.5 No TheGuys App Adoption. Notes authored by Users are the statements of the Users who authored them, not of TheGuys App.

13. Confidentiality

13.1 Confidential Information. "Confidential Information" means non-public business, technical, financial, customer, or operational information disclosed by one party to the other in connection with this Agreement, that is either marked confidential or that a reasonable person would understand to be confidential under the circumstances.

13.2 Obligations. Each party will (a) protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar sensitivity, but in no event less than reasonable care, (b) use Confidential Information only as needed to perform under this Agreement, and (c) disclose Confidential Information only to its employees, agents, and advisors with a need to know who are bound by confidentiality obligations no less protective than those in this Section.

13.3 Exceptions. Confidentiality obligations do not apply to information that (a) is or becomes publicly known without breach of this Agreement, (b) was rightfully known to the receiving party without restriction before disclosure, (c) is rightfully obtained from a third party without restriction, or (d) is independently developed without use of the disclosing party's Confidential Information. A party may disclose Confidential Information as required by law, subpoena, or court order, provided the party gives the disclosing party prompt notice (where legally permitted) and reasonable cooperation.

13.4 Survival. Confidentiality obligations survive termination of this Agreement for five (5) years, except for trade secrets, which are protected for as long as they qualify as trade secrets under applicable law.

14. Anti-Circumvention; Account Termination Authority

14.1 On-Platform Processing of Posted Jobs. When a User posts a Job on the Platform, that Job — including its acceptance, completion, and payment — must be processed through the Platform. A User who deletes, cancels, or withdraws a posted Job and subsequently completes substantially the same work with another User who was selected, viewed, or accepted that Job through the Platform owes TheGuys App the Platform Fee that would have applied to the original Job's payout, plus reasonable collection costs and attorneys' fees.

14.2 Termination Authority. TheGuys App reserves the right, at its sole discretion, to immediately suspend or permanently terminate the Account of any User who violates Section 14.1, along with the Accounts of any other Users who knowingly participated in the violation, without prior notice and without refund of any prepaid fees. Termination under this Section does not waive TheGuys App's right to recover the unpaid Platform Fee or pursue any other remedy at law or in equity.

14.3 No Restriction on Independent Business. Section 14.1 does not restrict any User from conducting business with any other person or entity outside the Platform for work that was never posted on the Platform. Section 14.1 does not create any post-termination restraint on a User's right to work with any other person.

15. Data, Content, and License

15.1 User Content. "User Content" means information, data, photos, receipts, notes, ratings, expense entries, GPS records, communications, and any other content you submit to or generate on the Platform. As between the User and TheGuys App, the User retains ownership of User Content.

15.2 License to TheGuys App. You grant TheGuys App a non-exclusive, worldwide, royalty-free, sublicensable license to host, store, reproduce, modify (for technical purposes), display, distribute, and use your User Content for the purposes of (a) operating, providing, and improving the Platform, (b) supporting other Users' permitted use of the Platform, (c) generating reports, invoices, and other Platform outputs, (d) producing aggregated and de-identified data, and (e) complying with legal obligations. We will not use your User Content for external marketing without your separate consent.

15.3 User Representations About Content. You represent and warrant that (a) you own or have sufficient rights in your User Content to grant the license in Section 15.2, (b) your User Content does not infringe the intellectual property, privacy, or publicity rights of any third party, (c) your User Content does not contain unlawful, defamatory, harassing, fraudulent, or malicious content, and (d) your User Content does not contain malware or other harmful code.

15.4 Aggregated and De-Identified Data. TheGuys App may collect, generate, and use aggregated, anonymized, or de-identified data derived from User Content for any lawful business purpose, including improving the Platform, training AI models, and producing analytics, without restriction.

15.5 Copyright Complaints. If you believe User Content on the Platform infringes your copyright, you may submit a notice to our designated DMCA agent in accordance with our DMCA Policy, which is incorporated into this Agreement by reference. We will respond to valid DMCA notices and counter-notices in accordance with that Policy and applicable law.

[FLAG FOR COUNSEL: Section 15.4 — confirm AI training-data use is acceptable scope. If not, narrow.]

16. Service Availability and Support

16.1 Best-Efforts Availability. TheGuys App will use commercially reasonable efforts to make the Platform available. We do not guarantee uninterrupted access. We are not liable for unavailability caused by (a) acts or omissions of any User or third party, (b) the User's internet, device, or network problems, (c) scheduled maintenance, or (d) events outside our reasonable control.

16.2 Support. We will provide reasonable email-based support during normal U.S. business hours. Communications about a support case may be shared with all parties involved in the underlying matter on the Platform.

16.3 Third-Party Links and Services. The Platform may contain links to or integrations with third-party websites or services (including Stripe, Twilio, Google services, and others). Your use of such third-party websites or services is subject to their own terms and privacy policies. We are not responsible for, and do not endorse, third-party websites or services and disclaim all liability arising from your access to or use of them.

17. Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE PLATFORM AND ALL CONTENT, FEATURES, AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." THEGUYS APP DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT. THEGUYS APP DOES NOT WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR ERROR, OR INTEROPERATE WITH ANY OTHER SOFTWARE OR HARDWARE.

THEGUYS APP DOES NOT WARRANT THE CONDUCT, PERFORMANCE, RELIABILITY, HONESTY, SOLVENCY, OR FITNESS OF ANY USER. THEGUYS APP DOES NOT WARRANT THAT ANY JOB WILL BE FILLED, COMPLETED CORRECTLY, OR PAID FOR. EACH USER USES THE PLATFORM AT THEIR OWN RISK AND IS SOLELY RESPONSIBLE FOR DUE DILIGENCE WITH RESPECT TO OTHER USERS.

18. Indemnification

18.1 User Indemnification of TheGuys App. You agree to indemnify, defend, and hold harmless TheGuys App, its members, managers, officers, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your use of the Platform, (b) your breach of this Agreement, (c) your violation of any applicable law, (d) your relationship with any User you have engaged or who has engaged you, including without limitation any claim of misclassification or joint employment, (e) any User Content you submitted, (f) any Job you posted, accepted, or performed, (g) any insurance gap or workers' compensation claim related to a User you engaged, (h) any tax or wage claim related to payments you made or received through the Platform, and (i) any phone number, email address, or other contact information you submitted on the Platform regarding any other person.

18.2 TheGuys App Indemnification of User. Subject to the limitations in Section 19, TheGuys App will defend you against any third-party claim that your authorized use of the Platform infringes the U.S. copyright, trademark, or patent rights of that third party, and will pay damages finally awarded against you on such claim.

18.3 IP Remediation Options. If we receive notice or reasonably believe that the Platform infringes a third party's intellectual property rights, we may, at our option and expense, (a) modify the Platform so it is non-infringing, (b) procure a license for your continued use, or (c) terminate your access and refund any prepaid fees attributable to the period after termination. The remedies in Section 18.2 and this Section 18.3 are your sole and exclusive remedy for IP infringement by TheGuys App.

18.4 Process. The indemnified party will (a) promptly notify the indemnifying party in writing of the claim, (b) give the indemnifying party sole control of the defense and any settlement, except no settlement may admit liability or impose any non-monetary obligation on the indemnified party without its prior written consent, and (c) cooperate in the defense at the indemnifying party's reasonable expense.

19. Limitation of Liability

19.1 EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THEGUYS APP BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19.2 AGGREGATE LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THEGUYS APP'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE LESSER OF (A) ONE THOUSAND DOLLARS ($1,000) OR (B) THE TOTAL PLATFORM FEES AND MONTHLY MINIMUM CHARGES PAID BY YOU TO THEGUYS APP DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

19.3 Carve-Outs. The limitations in Section 19.1 and 19.2 do not apply to (a) TheGuys App's indemnification obligations under Section 18.2, (b) liability that cannot be excluded or limited under applicable law, or (c) liability arising from TheGuys App's gross negligence or willful misconduct.

19.4 Allocation of Risk. You acknowledge that the limitations in this Section 19 are an essential element of the bargain between the parties, are reflected in the Platform Fee, and would not be bargained for in their absence. The limitations apply notwithstanding the failure of essential purpose of any limited remedy.

20. Term and Termination

20.1 Term. This Agreement commences when you first register an Account or use the Platform and continues until terminated as provided herein.

20.2 Termination by You. You may terminate this Agreement at any time by closing your Account and ceasing use of the Platform. Termination by you does not relieve you of any obligations accrued before termination, including unpaid Platform Fees and Monthly Minimum charges.

20.3 Termination by TheGuys App. TheGuys App may suspend or terminate your Account or this Agreement at any time, with or without cause, with or without notice. Without limiting the foregoing, we may terminate immediately for (a) breach of this Agreement, including violations of Sections 9.2, 14.1, or the Acceptable Use Policy, (b) conduct we reasonably believe to be unlawful, fraudulent, or harmful to other Users or to TheGuys App, (c) violation of Section 2.7 (sanctions and export compliance), (d) failure to pay any amount due, or (e) extended inactivity.

20.4 Effect of Termination. Upon termination, your right to access the Platform ends immediately. Pending Jobs may be cancelled or completed at our discretion. We may retain User Content and Account records as required by law and as needed to enforce our rights. Sections 4.4, 4.5, 5.4, 5.5, 8.4, 9.2, 9.3, 9.4, 9.5, 10.6, 11.3, 12.4, 13, 14.1 (with respect to obligations accrued before termination), 15.2, 15.4, 17, 18, 19, 21, and any other section that by its nature should survive, will survive termination.

21. Arbitration Agreement and Class Action Waiver

PLEASE READ THIS SECTION 21 CAREFULLY. IT REQUIRES INDIVIDUAL ARBITRATION OF DISPUTES AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS OR COLLECTIVE ACTIONS.

21.1 Mutual Agreement to Arbitrate. TheGuys App and you mutually agree to resolve through final and binding individual arbitration any and all disputes, claims, or controversies arising out of or related to this Agreement, the Platform, your use of the Platform, your relationship (or its termination) with TheGuys App, payments processed through the Platform, your classification under any law, or any related subject matter. This Section 21 is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1–16, and evidences a transaction involving interstate commerce.

21.2 Demand for Arbitration. A party demanding arbitration must deliver written notice to the other party within the applicable statute of limitations period. Notice to TheGuys App must be sent to TheGuys App, LLC, c/o [Registered Agent name and address — to be inserted], with a copy by email to legal@theguys.app. The notice must include (a) the name and contact information of the demanding party, (b) the legal and factual basis of the claim, and (c) the relief sought.

21.3 Class Action Waiver. TheGuys App and each User waive the right to bring, participate in, or be represented in any class, collective, mass, consolidated, or representative action with respect to any claim covered by this Section 21. The arbitrator has no authority to hear or arbitrate any claim on a class, collective, mass, consolidated, or representative basis. If a court of competent jurisdiction determines that all or part of this class action waiver is unenforceable as to any claim, then that claim must proceed in court rather than arbitration, but every other portion of this Section 21 remains in effect.

21.4 Arbitration Rules. Arbitration is administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect, except as modified by this Section 21. The arbitration is heard by a single arbitrator selected per AAA rules. The arbitrator must be either a licensed attorney with relevant subject-matter experience or a former judge. The arbitrator decides all gateway issues, including arbitrability and the validity, scope, and enforceability of this Section 21, except for the class action waiver, which a court alone may decide.

21.5 Venue. Arbitration takes place in Citrus County, Florida, unless the parties agree otherwise in writing. Either party may attend hearings remotely as permitted by AAA rules.

21.6 Fees and Costs. Each party pays its own attorneys' fees and costs unless applicable law or the arbitrator's award provides otherwise. AAA filing and arbitrator fees are paid as provided in the AAA Commercial Arbitration Rules, except where applicable law requires TheGuys App to bear a greater share.

21.7 Discovery, Motions, and Award. The arbitrator may order discovery sufficient to allow each party to prepare its case, consistent with the streamlined nature of arbitration. The arbitrator may hear dispositive motions under standards comparable to the Federal Rules of Civil Procedure. The arbitrator's award must be in writing with findings of fact and conclusions of law. Judgment on the award may be entered in any court of competent jurisdiction.

21.8 Court Carve-Out for Injunctive Relief. Either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction in Citrus County, Florida, to prevent harm pending arbitration. Such court action does not waive the right to arbitrate. All final relief is decided in arbitration.

21.9 Administrative Agencies. Nothing in this Section 21 prevents either party from filing a charge or claim with any administrative agency authorized by law to receive such charges or claims (such as the National Labor Relations Board, Equal Employment Opportunity Commission, or U.S. Department of Labor). This Section 21 does not apply to any claim that is non-arbitrable as a matter of federal law.

21.10 Survival; Modification. This Section 21 survives termination of this Agreement. This Section 21 may not be modified except by a writing signed by both an authorized representative of TheGuys App and the User.

22. Governing Law and Venue

This Agreement is governed by and construed in accordance with the laws of the State of Florida, without giving effect to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 21 (Arbitration), the exclusive venue for any judicial action permitted by this Agreement is the state and federal courts located in Citrus County, Florida, and each party irrevocably consents to the personal jurisdiction of those courts.

23. Miscellaneous

23.1 Notices. Notices to TheGuys App must be sent in writing to TheGuys App, LLC, c/o [Registered Agent name and address — to be inserted], with a copy by email to legal@theguys.app. Notices to a User may be sent to the email address on the User's Account or by in-Platform notification.

23.2 Entire Agreement. This Agreement, together with the Privacy Policy, Acceptable Use Policy, SMS Consent & Messaging Policy, DMCA Policy, Standard Job Terms, and any other documents incorporated by reference, is the entire agreement between you and TheGuys App regarding the subject matter and supersedes all prior or contemporaneous agreements.

23.3 Severability. If any provision of this Agreement is held unenforceable, that provision will be modified to the minimum extent needed to make it enforceable, or if no modification can save it, will be severed, with the remainder of this Agreement remaining in full force.

23.4 No Waiver. A failure to enforce any provision is not a waiver of the right to enforce it later. Waivers must be in writing.

23.5 Assignment. You may not assign or transfer this Agreement or your Account without our prior written consent. We may assign this Agreement to any affiliate, successor, or acquirer without your consent. Any assignment in violation of this Section is void.

23.6 Force Majeure. Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, acts of war or terrorism, civil unrest, governmental action, labor disputes, internet or carrier outages, or pandemic.

23.7 Independent Contractors. The parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, or employment relationship between the parties.

23.8 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

23.9 Headings. Headings are for convenience only and do not affect interpretation.

23.10 Electronic Communications and Signatures. You consent to receive communications from us electronically and to enter into this Agreement electronically. Electronic signatures and records satisfy any legal requirement that communications, signatures, or records be in writing or signed in original form.

Last modified: [DRAFT — pre-launch placeholder] | Version 3

Appendix A — Counsel Review Checklist

Items flagged inline throughout this Agreement, consolidated for efficient counsel review:

Section 2.5 — Verify private invite-only framing aligns with Stripe Connect onboarding posture and Florida money transmitter analysis.
Section 2.7 — Confirm sanctions list scope is current at time of launch.
Section 3 — Multi-Tier Hierarchy liability cascade. Consider explicit User waiver of claims against TheGuys App for harm caused by Users at any tier.
Section 4.5 — Confirm Stripe Connect Express direct-charge model places 1099-K issuance obligation on connected account, not on TheGuys App, LLC.
Section 5.5 — Florida SaaS / digital services taxability of Platform Fee and Monthly Minimum requires definitive review.
Section 6 — Money Transmitter Analysis. Confirm in writing that Stripe Connect Express direct-charge model with cascading 5% application fees through Multi-Tier Hierarchy does not trigger Florida money transmitter licensing under Chapter 560.
Section 9.5 — Feedback license is intentionally broad. Confirm acceptable scope.
Section 10 — AI disclosure. Cross-check against then-current state AI laws at time of launch.
Section 15.4 — Confirm scope of aggregated/de-identified data use, including AI training-data use, is within client's intent.
Section 21.2 / 23.1 — Insert exact registered agent name and address upon confirmation.
Section 1.10 — Informal Vocabulary clause. Confirm the gender-neutrality affirmation and the "operative legal terms control" language is sufficient to (a) preserve TheGuys App's defense against any Title VII or analogous gender-based claim premised on UI use of "Guy," and (b) preserve enforceability of all "Dispatcher" and "Performer" provisions notwithstanding informal UI vocabulary.
GENERAL — All five incorporated documents (Privacy Policy, Acceptable Use Policy, SMS Consent & Messaging Policy, DMCA Policy, Standard Job Terms) must be live and accessible at their published URLs before this Agreement goes into effect.
GENERAL — Effective Date is currently a placeholder. Set on launch.