EULA

This End-User License Agreement ("EULA" or "Agreement") is a legal agreement between you ("User," "you," or "your") and Varden Homes ("Varden," "we," "us," or "our") for the use of the Varden Dispatch contractor marketplace platform, including any associated mobile applications, web applications, APIs, software development kits (SDKs), and related services (collectively, the "Software").

By downloading, installing, accessing, or using the Software, you acknowledge that you have read, understood, and agree to be bound by this EULA. If you do not agree to these terms, do not download, install, or use the Software. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms.

1. Definitions

• "Account" means your registered user account on the Varden Dispatch platform.
• "Client" means a property manager, landlord, homeowner, or other user who posts Jobs or hires Contractors through the Software.
• "Contractor" means an independent service provider (e.g., plumber, HVAC tech, electrician, general contractor, handyperson) offering services through the Software.
• "Content" means any data, text, files, images, videos, invoices, quotes, or other materials you upload, create, or store using the Software.
• "Documentation" means user guides, help articles, API documentation, and other materials describing the Software's functionality.
• "Job" means a maintenance, repair, or improvement engagement posted, quoted, accepted, performed, or paid for through the Software.
• "Mobile App" means the Varden Dispatch iOS and Android mobile applications for Contractors and Clients.
• "Services" means all features and functionality provided through the Software.
• "Subscription" means your paid or free subscription plan for using the Software, separate from per-Job platform fees.
• "Third-Party Services" means services provided by companies other than Varden that integrate with the Software.
• "Updates" means bug fixes, patches, upgrades, new versions, and modifications to the Software.

2. License Grant

2.1 Grant of License

Subject to your compliance with this EULA and payment of applicable fees, Varden grants you a limited, non-exclusive, non-transferable, revocable license to:

• Access and use the Software for your personal or business purposes of posting, accepting, performing, or paying for Jobs through the Varden Dispatch marketplace
• Download and install the Mobile App on devices you own or control
• Access the web application through supported browsers
• Use the API in accordance with our API documentation, rate limits, and terms
• Create an Account and store Content within the Software

2.2 Scope of License

This license is:

• Non-exclusive: We may license the Software to others
• Non-transferable: You may not transfer your rights to others
• Revocable: We may terminate this license as provided in this Agreement
• Limited: You may only use the Software as expressly permitted
• Conditional: Your license is conditioned on compliance with this EULA

2.3 Authorized Users

You may authorize employees, contractors, or agents ("Authorized Users") to access the Software through your Account, subject to:

• Each Authorized User agreeing to this EULA
• Each Authorized User having their own unique login credentials
• Your responsibility for all actions taken by Authorized Users
• Compliance with any seat or user limits in your Subscription

3. License Restrictions

You may not:

• Copy, modify, adapt, translate, or create derivative works of the Software
• Reverse engineer, decompile, disassemble, or attempt to derive the source code
• Rent, lease, lend, sell, sublicense, or otherwise transfer the Software to third parties
• Remove, alter, or obscure any proprietary notices, labels, or marks
• Use the Software to develop competing products or services
• Use automated systems (bots, scrapers) to extract data without authorization
• Circumvent any access controls, security measures, or usage limits
• Use the Software in violation of any applicable laws or regulations
• Access the Software from geographic locations where it is prohibited
• Interfere with or disrupt the integrity or performance of the Software
• Attempt to gain unauthorized access to the Software or its related systems
• Use the Software to store or transmit malicious code
• Use the Software in a manner that could damage, disable, or impair the Software
• Benchmark or test the performance of the Software for competitive purposes

4. Intellectual Property Rights

4.1 Ownership

The Software is licensed, not sold. Varden and its licensors retain all right, title, and interest in and to the Software, including:

• All patents, copyrights, trademarks, trade secrets, and other intellectual property rights
• All source code, object code, designs, and documentation
• All improvements, enhancements, and derivative works
• All data about usage patterns, performance, and analytics (in aggregated form)

4.2 Trademarks

This EULA does not grant you any rights to use Varden's trademarks, service marks, logos, or trade names except as expressly authorized in our brand guidelines.

4.3 Your Content

You retain ownership of any Content you upload, create, or store in the Software. By using the Software, you grant Varden a worldwide, non-exclusive, royalty-free license to:

• Store, process, and display your Content as necessary to provide the Services
• Create backups of your Content for data protection purposes
• Use aggregated, anonymized data derived from your Content for analytics and service improvement

4.4 Feedback

If you provide suggestions, feedback, or ideas about the Software ("Feedback"), you grant Varden a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Software without any obligation to you.

5. Third-Party Services

The Software integrates with various Third-Party Services. Your use of these services is subject to their respective terms of service and privacy policies:

5.1 Payment Services

• Stripe Connect: Payment processing, ACH transfers, Contractor identity verification (KYC), Connected Account onboarding, payout distribution, and fraud prevention. Clients pay Contractors via direct charges on the Contractor's Stripe Connected Account; our platform fee is collected as the Stripe application fee.

5.2 Verification and Background Services

• Identity and license verification providers used to verify Contractor identity, trade licensing, and insurance where required
• Background-check providers used on an optional basis for enhanced Contractor vetting

5.3 Infrastructure and Tools

• Firebase (Google Cloud): Authentication, real-time database, cloud hosting, and file storage
• Google Maps: Job address geocoding and en-route Contractor routing
• Mapbox: Service-area visualization and lead-matching geography

5.4 Communications

• Mailgun: Transactional email services
• Twilio: SMS notifications, masked-number calling between Client and Contractor, and phone verification

5.5 AI Services

• OpenAI: AI-powered intake, scope summarization, and semantic search across Jobs
• Google Gemini: AI decision support and risk assessment

5.6 Accounting Integration

• QuickBooks: Accounting software integration for Contractors and property managers

Varden is not responsible for the availability, accuracy, performance, or content of Third-Party Services. Your use of Third-Party Services may incur additional fees from those providers.

6. Mobile Application Terms

The following terms apply specifically to the Mobile App:

6.1 Mobile App License

• The Mobile App is licensed for use on devices you own or control
• You may not distribute or make the Mobile App available over a network
• You must comply with all applicable app store terms and conditions

6.2 App Store Terms

If you download the Mobile App from Apple's App Store:

• Apple has no obligation to provide maintenance or support for the Mobile App
• Apple is not responsible for any product warranties, claims, or losses
• Apple is a third-party beneficiary of this EULA with respect to the Mobile App

If you download the Mobile App from Google Play:

• Google is not responsible for the Mobile App or its content
• You must comply with Google Play's terms of service

6.3 Device Permissions

The Mobile App may request access to device features including:

• Camera: For taking before/after photos, documenting work, and scanning receipts or invoices
• Photo Library: For uploading existing images
• Location: For matching Contractors to nearby Jobs, navigation, and showing en-route ETA to Clients
• Notifications: For new Job alerts, payout notifications, messages, and status updates
• Contacts: For inviting team members or referring Clients (optional)

You can manage these permissions through your device settings.

6.4 Offline Use

Some features may be available offline; however, full functionality requires an internet connection. Data created offline will sync when connectivity is restored.

7. API Terms

If you use the Varden API:

7.1 API Access

• You must register for API credentials through your Account
• You are responsible for maintaining the security of your API keys
• You must not exceed applicable rate limits or usage quotas
• API access is subject to our API documentation and developer terms

When referring to the "Varden API," this includes the Varden Dispatch API and any related developer interfaces.

7.2 Acceptable API Use

• You may use the API to integrate with your own systems and applications
• You may not use the API to create a substantially similar product
• You may not sell, sublicense, or redistribute API access
• You must display appropriate attribution as specified in the documentation

7.3 API Changes

We may modify, deprecate, or discontinue API features with reasonable notice. We will provide at least 90 days notice before removing critical API functionality.

8. Data Processing

The Software processes personal and financial data as described in our Privacy Policy. By using the Software, you acknowledge and consent to:

8.1 Data Collection

• Collection and processing of Job, Client, Contractor, and transaction data
• Collection of device information and usage analytics
• Processing of payment and financial information
• Processing of screening and verification data

8.2 Data Storage

• Storage of data on cloud infrastructure primarily in the United States
• Encryption of data at rest and in transit
• Backup and disaster recovery procedures

8.3 Data Use

• Use of data to provide and improve the Services
• Use of aggregated, anonymized data for analytics and research
• Sharing of data with Third-Party Services as necessary for functionality

8.4 Data Portability

You may export your data at any time through the Software's export features. Upon termination, you will have 30 days to export your data before it is deleted.

9. Updates and Modifications

9.1 Software Updates

Varden may update, modify, or enhance the Software at any time. Updates may be required for continued use and may be installed automatically. By using the Software, you consent to automatic updates.

9.2 Feature Changes

We may add, modify, or remove features from the Software. We will provide reasonable notice for material changes that adversely affect your use, except where immediate changes are necessary for security, legal, or operational reasons.

9.3 EULA Modifications

We reserve the right to modify this EULA at any time. Material changes will be communicated through the Software or via email at least 30 days before they take effect. Your continued use after the effective date constitutes acceptance of the modified terms.

10. Subscription and Fees

10.1 Subscription Plans

The Software is available under various subscription plans as described on our pricing page. Features and limits vary by plan. Pricing is subject to change with 30 days notice.

10.2 Payment

• Subscription fees are charged in advance on a monthly or annual basis
• All fees are non-refundable except as expressly stated
• You authorize us to charge your payment method on file
• Failed payments may result in suspension or termination of access

10.3 Free Trials

We may offer free trials at our discretion. At the end of a trial, your Account will convert to a paid subscription unless you cancel before the trial ends.

11. Warranty Disclaimer

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

VARDEN DOES NOT WARRANT THAT:

• The Software will meet your specific requirements
• The Software will be uninterrupted, timely, secure, or error-free
• Results obtained from the Software will be accurate or reliable
• Defects in the Software will be corrected
• The Software will be compatible with any particular hardware or other software

YOU ASSUME ALL RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE USE AND RESULTS OBTAINED FROM THE SOFTWARE. NO ADVICE OR INFORMATION OBTAINED FROM VARDEN SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS EULA.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VARDEN, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR:

• Any indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Business interruption or loss of business information
• Cost of procurement of substitute services
• Damages arising from your use or inability to use the Software
• Damages arising from unauthorized access to or alteration of your data
• Damages arising from Third-Party Services or content

OUR TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS EULA OR THE SOFTWARE SHALL NOT EXCEED THE GREATER OF:

• (A) The amount you paid for the Software in the twelve (12) months preceding the claim, or
• (B) One hundred dollars (USD $100)

These limitations apply regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if Varden has been advised of the possibility of such damages.

13. Indemnification

You agree to indemnify, defend, and hold harmless Varden and its officers, directors, employees, agents, affiliates, successors, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Software
• Your Content
• Your violation of this EULA
• Your violation of any rights of another party
• Your violation of any applicable laws or regulations
• Any claims by your customers, Clients, employees, subcontractors, or other third parties
• Your performance of or failure to perform any Job arranged through the Software
• Your licensing, insurance, workmanship, or tax-compliance obligations

We will provide you with prompt notice of any such claim and reasonable cooperation in the defense. You may not settle any claim without our prior written consent.

14. Termination

14.1 Term

This EULA is effective from the date you first access the Software and continues until terminated by either party.

14.2 Termination by You

You may terminate this EULA at any time by canceling your subscription and deleting your Account. Prepaid fees are non-refundable except as required by law.

14.3 Termination by Varden

We may terminate or suspend your access to the Software:

• Immediately if you breach this EULA
• Immediately if required by law or court order
• Immediately if you fail to pay fees when due
• With 30 days notice for any reason or no reason

14.4 Effect of Termination

Upon termination:

• Your license to use the Software terminates immediately
• You must cease all use of the Software
• You must delete all copies of the Software from your devices
• You will have 30 days to export your Content before deletion
• We may delete your Content after the 30-day period

14.5 Survival

Sections 4 (Intellectual Property), 11 (Warranty Disclaimer), 12 (Limitation of Liability), 13 (Indemnification), 15 (Dispute Resolution), and 16 (General Provisions) survive termination.

15. Governing Law and Dispute Resolution

15.1 Governing Law

This EULA shall be governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict of law provisions.

15.2 Mandatory Arbitration

Any dispute, claim, or controversy arising out of or relating to this EULA or the Software shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association (AAA). The arbitration shall take place in Sheridan, Wyoming, and the language shall be English.

15.3 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. You waive any right to participate in a class action lawsuit or class-wide arbitration.

15.4 Small Claims Court

Notwithstanding the above, either party may bring an individual action in small claims court for disputes within that court's jurisdiction.

15.5 Injunctive Relief

Nothing in this section prevents either party from seeking injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm.

15.6 Opt-Out

You may opt out of the arbitration and class action waiver provisions by sending written notice to legal@vardenhomes.com within 30 days of first agreeing to this EULA. The notice must include your name, email address, and a clear statement that you wish to opt out.

16. General Provisions

16.1 Entire Agreement

This EULA, together with our Terms of Service, Privacy Policy, and any other policies referenced herein, constitutes the entire agreement between you and Varden regarding the Software and supersedes all prior agreements and understandings.

16.2 Severability

If any provision of this EULA is held to be unenforceable or invalid, such provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

16.3 Waiver

No waiver of any term shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision shall not constitute a waiver.

16.4 Assignment

You may not assign or transfer this EULA without our prior written consent. We may assign this EULA to any affiliate or in connection with a merger, acquisition, or sale of assets.

16.5 Export Compliance

You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce. You may not use, export, or re-export the Software in violation of such laws.

16.6 U.S. Government Rights

If you are a U.S. government entity, the Software is provided with restricted rights in accordance with 48 C.F.R. 2.101 and related provisions.

16.7 Notices

We may provide notices to you via email, in-app notification, or by posting on our website. Notices to Varden should be sent to legal@vardenhomes.com.

16.8 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, war, terrorism, natural disasters, pandemics, or government actions.

16.9 Language

This EULA is written in English. Any translations are provided for convenience only. In the event of a conflict, the English version controls.

17. Contact Information

If you have any questions about this EULA, please contact us at: