Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "User") and Varden Homes ("Varden," "we," "us," or "our") governing your access to and use of the Varden Dispatch contractor marketplace platform, including our website, mobile applications, APIs, and related services (collectively, the "Platform" or "Service").

By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the Service on behalf of a business entity, you represent and warrant that you have authority to bind that entity to these Terms.

THESE TERMS CONTAIN AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER (SECTION 20) THAT AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM CAREFULLY.

1. Eligibility and Account Registration

1.1 Eligibility

To use the Service, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into binding contracts
• Not be barred from using the Service under applicable law
• For Contractors, hold any trade or business licenses required to lawfully perform the services you offer in every jurisdiction where you accept Jobs, and maintain the insurance required of your trade

1.2 Account Registration

When creating an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your information
• Keep your password secure and confidential
• Notify us immediately of any unauthorized access
• Be solely responsible for all activity under your account
• Not share your account credentials with others
• Complete identity verification and, for Contractors, Stripe Connected Account onboarding as required

1.3 Account Types

Varden Dispatch supports multiple account types:

• Contractor: Independent service providers (plumbers, HVAC technicians, electricians, general contractors, handypersons, etc.) who accept and perform Jobs through the Platform
• Client: Property managers, landlords, homeowners, or other users who post or book Jobs
• Team Member: Employees, dispatchers, or subcontractors acting on behalf of a Contractor business with appropriate role-based access

2. Service Description

Varden Dispatch is a technology marketplace that connects property managers, landlords, and homeowners ("Clients") with independent service contractors ("Contractors") for property maintenance, repair, and improvement services (collectively, "Jobs").

The Platform provides tools including:

• Lead matching and job distribution based on location, skills, and availability
• Job management, scheduling, and real-time GPS tracking
• Invoicing, quoting, expense tracking, and financial reporting
• Customer relationship management (CRM)
• Photo documentation and work verification
• In-app messaging and masked-number calling between Clients and Contractors
• Payment processing through Stripe Connect
• Mobile applications for iOS and Android
• White-label and team management capabilities (on applicable plans)

Varden Dispatch is a technology platform only. We are not a contractor, construction company, general contractor, property manager, employer, or staffing agency. We do not perform, supervise, direct, or control any work performed by Contractors. We do not provide tools, materials, equipment, or set work hours. We do not make hiring or firing decisions regarding Contractors.

3. Independent Contractor Relationship

3.1 Contractor Status

Contractors using Varden Dispatch are independent contractors, NOT employees, agents, or representatives of Varden. Nothing in these Terms creates an employer-employee relationship, joint venture, partnership, or agency relationship between Varden and any Contractor or Client.

3.2 Contractor Independence

As an independent contractor, you:

• Control the manner, method, and means by which you perform services, including when, where, and how you work
• Are free to accept or decline any Job offered through the Platform at your sole discretion
• May use your own tools, equipment, materials, and vehicles to perform work
• May hire employees or subcontractors at your own expense
• Are free to work for other platforms, clients, or companies simultaneously without restriction
• Set your own rates and negotiate pricing directly with Clients
• Are responsible for your own scheduling and are not required to accept any minimum number of Jobs

3.3 Tax Obligations

As an independent contractor, you are solely responsible for:

• Paying all federal, state, and local taxes, including self-employment tax and estimated quarterly tax payments
• Providing accurate tax identification information (SSN, ITIN, or EIN) during onboarding
• Maintaining your own tax records and filing all required tax returns

1099 Information Reporting: Stripe will issue IRS Form 1099-K or 1099-NEC for gross payment volume meeting or exceeding the applicable reporting threshold. Varden does not provide tax advice. Consult a qualified tax professional regarding your tax obligations.

3.4 No Benefits

As an independent contractor, you are not entitled to any employee benefits from Varden, including but not limited to health insurance, workers' compensation, unemployment insurance, vacation pay, sick leave, retirement benefits, or any other employee benefits.

4. Platform Fee Structure

4.1 Fee Tiers

Varden Dispatch charges a platform fee on completed, paid Jobs processed through the Platform. Current fee tiers are:

• Starter (Free plan): 5% platform fee on completed, paid jobs. No monthly subscription.
• Team ($199/month): 3% platform fee on completed, paid jobs, plus a monthly subscription fee.
• White Label ($499/month): 2% platform fee on completed, paid jobs, plus a monthly subscription fee.

Current pricing details are available at dispatch.vardenhomes.com/pricing.

4.2 Fee Deduction

Platform fees are automatically deducted from Job payments at the time of processing by Stripe as application fees. You will receive the Job payment amount minus the applicable platform fee and any Stripe processing fees.

4.3 Fee Changes

We reserve the right to modify fee structures with at least 30 days' written notice. Your continued use of the Platform after the effective date of a fee change constitutes acceptance of the new fees. If you do not agree with a fee change, you may terminate your account before the effective date.

4.4 Subscription Billing

For paid plans (Team and White Label), subscription fees are billed monthly in advance via the payment method on file. Subscriptions automatically renew unless cancelled before the renewal date. Subscription fees are non-refundable except as required by law.

4.5 Taxes

Platform and subscription fees are exclusive of applicable sales, use, value-added, goods-and-services, or similar taxes, which will be added where required by law.

5. Payment Processing

5.1 Payment Processor

All payment processing is provided by Stripe, Inc. and its affiliates ("Stripe"). By using Varden Dispatch payment features, you agree to be bound by the Stripe Connected Account Agreement, which includes the Stripe Terms of Service.

5.2 Direct Charges on Connected Accounts

Varden Dispatch uses Stripe Connect direct charges. This means that for each Job payment, the Client is charged directly on the Contractor's Stripe Connected Account; the Contractor is the merchant of record for that transaction. Varden's platform fee is collected as the Stripe application fee. Varden is not the merchant of record for Jobs and does not hold funds beyond what is necessary to settle platform fees.

5.3 Contractor Payouts

• Job payments are processed through Stripe and deposited to your linked bank account
• Standard payouts are processed within 2-3 business days after payment
• Platform fees are deducted automatically at the time of payment processing
• You must provide accurate banking information and complete identity verification through Stripe

5.4 Bank Account Verification

Contractors are responsible for maintaining accurate and current bank account information. Incorrect or outdated information may result in payout failures, delays, or returned funds. Payouts returned by the receiving bank may be held until verified.

5.5 Holds and Reserves

Varden and/or Stripe may hold or delay payouts for reasons including fraud prevention, compliance verification, payment disputes, unusual account activity, or verification requirements. You will be notified of any holds and the reason for them.

5.6 Chargebacks and Disputes

If a Client initiates a chargeback, the dispute will be handled through Stripe's dispute resolution process. As merchant of record, the Contractor is responsible for responding to chargebacks with supporting documentation (quote, invoice, job photos, messages, time logs). Chargebacks that are lost, or that result from fraudulent or misrepresented work, may be deducted from your Connected Account balance.

5.7 Off-Platform Payments and Circumvention

If a Client and Contractor arrange payment outside the Platform for a Job originally matched through Varden Dispatch, no platform fee is automatically charged and Varden bears no responsibility for that transaction. Repeated circumvention of the Platform's payment flow or solicitation of off-platform payment after a Platform match may result in account suspension, termination, or recoupment of unpaid platform fees.

5.8 Tax Reporting

Stripe, as payment processor, will issue IRS Form 1099-K or 1099-NEC to Contractors as required. You are responsible for confirming that your tax information on file is accurate.

6. Work Quality and Disclaimers

6.1 No Guarantee of Work Quality

VARDEN DOES NOT GUARANTEE, WARRANT, OR ENDORSE THE QUALITY, SAFETY, TIMELINESS, LEGALITY, OR COMPLETION OF ANY WORK PERFORMED BY CONTRACTORS. Varden is a technology platform that facilitates connections between Clients and Contractors. We do not:

• Inspect, supervise, or control any work performed
• Guarantee that work will meet any particular standard or code
• Independently confirm on an ongoing basis that Contractors remain licensed, bonded, or insured
• Guarantee that work will be completed on time or within any estimated cost
• Guarantee the accuracy of any Contractor profiles, reviews, or ratings
• Provide any warranty on work performed through the Platform

6.2 Contractor Verification

While Varden may perform basic identity verification during onboarding (primarily via Stripe), we do not independently verify Contractors' licenses, certifications, insurance coverage, skills, qualifications, or work history beyond what is stated in our Acceptable Use Policy. Clients are solely responsible for verifying that a Contractor is appropriately licensed, insured, and qualified for their specific project before engaging them.

6.3 Client Responsibility

Clients are responsible for clearly communicating project requirements, providing safe work conditions, obtaining necessary permits where their role requires it, and verifying that completed work meets applicable building codes and standards.

7. Insurance Requirements

7.1 Contractor Insurance

Contractors are strongly encouraged and may be required to maintain the following insurance coverage at their own expense:

• General Liability Insurance: Minimum $1,000,000 per occurrence and $2,000,000 aggregate coverage
• Workers' Compensation Insurance: As required by your state for any employees you hire
• Commercial Auto Insurance: If using a vehicle for work-related purposes
• Professional Liability or Trade-Specific Coverage: For specialized services (e.g., electrical, plumbing, HVAC, roofing)

7.2 No Platform Insurance

Varden does not provide insurance coverage of any kind for work performed through the Platform. Varden does not provide general liability, workers' compensation, property damage, or any other insurance coverage for Contractors, Clients, or their respective properties. Any damage, injury, or loss arising from work performed is the sole responsibility of the Contractor and/or Client.

7.3 Proof of Insurance

Varden may request proof of insurance from Contractors at any time. Failure to provide proof of insurance upon request may result in account suspension or termination. Contractors who display insurance verification badges on the Platform represent that their insurance information was accurate at the time of submission, but Varden does not guarantee that coverage is current or adequate.

8. Client Responsibilities

As a Client, you agree to:

• Post Jobs honestly, including accurate scope, access instructions, occupancy, hazards, pets, and any known code or permit issues
• Pay for completed work via the Platform in accordance with the quote you accepted
• Provide a safe working environment and reasonable access to the work area
• Not solicit Contractors to perform the same Job off-platform to avoid platform fees once matched through Varden Dispatch
• Leave only honest, fact-based reviews based on your actual experience

9. Contractor Responsibilities

As a Contractor, you agree to:

• Hold and maintain all trade, business, and professional licenses required by the jurisdictions where you accept Jobs
• Comply with applicable building codes, safety regulations (including OSHA), and environmental rules (lead RRP, asbestos, refrigerant handling, etc.)
• Perform work to professional standards and in accordance with the quoted scope
• Communicate delays, scope changes, and unforeseen conditions promptly through the Platform
• Disclose warranties you offer and honor them in writing
• Cooperate in good faith with Varden and with Clients to resolve disputes
• Collect, remit, and report applicable taxes on revenue received through the Platform

10. Electronic Signatures and Communications

10.1 Electronic Signature Consent

By using the Service, you consent to the use of electronic signatures for quotes, change orders, service agreements, and other documents. You agree that electronic signatures have the same legal effect as handwritten signatures under the Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA).

You may withdraw consent for electronic signatures and request paper copies by contacting legal@vardenhomes.com. However, withdrawal of consent may limit your ability to use certain features of the Service.

10.2 Electronic Communications

You consent to receive communications from us electronically, including:

• Transactional notifications (Job matches, payouts, disputes)
• Service announcements
• Legal notices and disclosures
• Marketing communications (where you have opted in)

You can manage communication preferences in your account settings. Some communications (e.g., account, legal, and financial notifications) are required for your use of the Service and cannot be disabled.

11. Intellectual Property

11.1 Our Intellectual Property

The Service, including all content, features, functionality, software, designs, and trademarks, is owned by Varden and protected by U.S. and international intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of the Service without our prior written consent.

11.2 Your Content

You retain ownership of content you upload (photos, documents, quotes, invoices). By uploading content, you grant us a non-exclusive, worldwide, royalty-free license to use, store, display, distribute, and create derivative works of your content as necessary to provide and improve the Service, to enforce these Terms, and to operate the Platform. You represent and warrant that you have the rights necessary to grant this license.

11.3 Feedback

Any suggestions, ideas, or feedback you provide about the Service are non-confidential and may be used by Varden without restriction or compensation.

12. Prohibited Uses

You may not use the Service to:

• Violate any law, regulation, or licensing requirement
• Perform licensed trade work without the required license
• Infringe on the rights of others
• Transmit malware, viruses, or harmful code
• Interfere with or disrupt the Service
• Attempt to gain unauthorized access to accounts or systems
• Scrape, data-mine, or otherwise collect information without permission
• Impersonate another person, business, or entity
• Post fraudulent, misleading, or deceptive listings, quotes, or invoices
• Solicit users off-platform to circumvent platform fees after a Platform match
• Engage in harassment, discrimination, or threatening conduct
• Violate our Acceptable Use Policy

13. Disclaimers

13.1 Service Provided "As Is"

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

13.2 No Warranty

We do not warrant that:

• The Service will be uninterrupted, timely, secure, or error-free
• Results from using the Service will be accurate or reliable
• Defects in the Service will be corrected
• The Service will meet your specific requirements

13.3 Third-Party Services

The Service integrates with third-party services. We do not warrant and are not responsible for the availability, accuracy, or performance of third-party services. Your use of third-party services is governed by their respective terms.

13.4 No Professional Advice

Information provided through the Service is not legal, tax, construction, or engineering advice. You should consult qualified professionals for advice specific to your situation.

13.5 User Interactions

Varden is not responsible for the conduct of any User on or off the Platform. You are solely responsible for your interactions with other Users and for verifying the qualifications, insurance, and work product of any Contractor before engaging them.

14. Limitation of Liability

14.1 Exclusion of Damages

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, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR:

• Loss of profits, revenue, data, or goodwill
• Property damage or personal injury arising from work performed by Contractors
• Defective, incomplete, or code-noncompliant work performed by Contractors
• Business interruption or loss of business opportunity
• Any actions, omissions, or conduct of Contractors or Clients on or off the Platform
• Any unauthorized access to or alteration of your data
• Cost of substitute services

EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Cap on Liability

OUR TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE SHALL NOT EXCEED THE GREATER OF:

• The total platform fees you paid to Varden in the twelve (12) months preceding the claim, OR
• One hundred U.S. dollars ($100)

14.3 Basis of the Bargain

You acknowledge that these limitations are an essential basis of the bargain between you and Varden and that the Service would not be provided without them.

15. Indemnification

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

• Your use of the Platform
• Work you perform, commission, or accept through the Platform
• Your violation of these Terms or any applicable laws
• Your violation of any third-party rights, including property rights, intellectual property rights, or personal injury claims
• Any claim by a Client, Contractor, occupant, subcontractor, employee, or third party related to work performed through the Platform
• Your failure to maintain required insurance coverage
• Your failure to comply with licensing, permit, or building-code requirements
• Your misclassification of workers or failure to comply with tax obligations

16. Disputes Between Contractors and Clients

16.1 Direct Resolution

Disputes between Contractors and Clients regarding work quality, scope, payment, or any other matter are between those parties. Varden is not a party to any agreement between a Contractor and a Client and has no obligation to resolve disputes between them.

16.2 Platform Mediation

Varden may, at its sole discretion, offer informal mediation assistance to help resolve disputes. Any mediation provided is voluntary and non-binding. Varden's participation in mediation does not make Varden a party to the dispute, does not create any liability on Varden's part, and does not constitute legal advice.

16.3 Payment Disputes

If a Client disputes a payment for work performed, the dispute will be handled through Stripe's dispute resolution process. Varden may temporarily hold funds during a dispute investigation. Contractors are responsible for providing documentation to support their claim (photos, time logs, communications, etc.).

16.4 Reviews and Ratings

Both Contractors and Clients may leave reviews and ratings. Reviews must be honest, accurate, and based on genuine experiences. Varden reserves the right to remove reviews that violate our guidelines but does not mediate review disputes.

17. Account Security and Authentication

17.1 Two-Factor Authentication

You are strongly encouraged to enable two-factor authentication (2FA), particularly for accounts that can receive payouts or access sensitive data. Varden may require 2FA for certain roles or high-risk actions.

17.2 Sign-in Notifications and Suspicious-Activity Alerts

We may send email notifications when we detect new-device sign-ins, sign-ins from unusual locations, or other suspicious activity. It is your responsibility to review these alerts and take appropriate action (including resetting your password and signing out other sessions) if activity is not yours.

17.3 Account Lockout

Repeated failed sign-in attempts may trigger a short-term lockout of your account to protect against credential-stuffing attacks. Lockouts are automatic and typically short in duration; sustained abuse may result in longer-term restrictions.

17.4 Sessions and Revocation

You may view and revoke active sessions from your security settings. Revoking a session immediately signs that device out of the Service.

18. Account Termination

18.1 Termination by You

You may close your account at any time through your account settings or by contacting us. Termination does not relieve you of obligations incurred before termination, including completing accepted Jobs, paying outstanding fees, and resolving open disputes.

18.2 Termination by Varden

We may suspend or terminate your account immediately, with or without notice, if we reasonably believe you have:

• Violated these Terms or any applicable law or regulation
• Engaged in fraudulent, abusive, or illegal activity
• Received repeated complaints regarding work quality, safety, or professionalism
• Provided false or misleading information during registration
• Failed to maintain required insurance or licensing
• Engaged in harassment, threats, or abusive conduct toward other users
• Created legal or reputational risk for Varden
• Materially breached any agreement with us

18.3 Effect of Termination

Upon termination:

• Your access to the Platform ceases immediately
• Outstanding payouts for completed work will be processed per the normal payout schedule, subject to any holds
• You remain responsible for all fees, obligations, and liabilities incurred
• You may request export of your data within 30 days of termination
• Provisions intended to survive termination (including indemnification, limitation of liability, and dispute resolution) will remain in effect

18.4 Data Export and Deletion

Deletion initiated through account settings is subject to a 30-day cooldown, after which personal data is hard-deleted. Financial records and tax documentation are retained for legal and tax-compliance purposes per our Privacy Policy.

19. Modifications to Service and Terms

19.1 Service Modifications

We may modify, suspend, or discontinue the Service (in whole or in part) at any time. We will provide reasonable notice of material adverse changes when practical.

19.2 Terms Modifications

We may update these Terms from time to time. When we make material changes, we will notify you by email or through a prominent notice on the Platform at least 30 days before the changes take effect. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms.

20. Governing Law and Dispute Resolution

20.1 Governing Law

These Terms 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. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

20.2 Informal Resolution

Before initiating any formal dispute resolution process, you agree to first contact us at legal@vardenhomes.com to attempt to resolve any dispute informally. We will attempt to resolve disputes within 60 days.

20.3 Binding Arbitration

IF INFORMAL RESOLUTION FAILS, YOU AND VARDEN AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL BE RESOLVED BY BINDING ARBITRATION, rather than in court, except that either party may seek injunctive or other equitable relief in court.

Arbitration will be conducted by JAMS under its Streamlined Arbitration Rules. The arbitration will be held in:

• The county where you reside, if you are an individual consumer
• Sheridan, Wyoming, for all other disputes

20.4 Class Action Waiver

YOU AND VARDEN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

20.5 Arbitration Fees

Except as otherwise required by JAMS rules, each party bears its own attorneys' fees and costs. For consumer claims of $10,000 or less, we will pay JAMS filing, administrative, and arbitrator fees.

20.6 Opt-Out

You may opt out of the arbitration agreement by sending written notice to legal@vardenhomes.com within 30 days of first accepting these Terms. Your notice must include your name, address, and a clear statement that you wish to opt out.

21. Additional Terms

21.1 Entire Agreement

These Terms, together with our Privacy Policy, Acceptable Use Policy, EULA, and any other policies referenced herein, constitute the entire agreement between you and Varden regarding the Service and supersede all prior agreements and understandings.

21.2 Severability

If any provision of these Terms 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.

21.3 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.

21.4 Assignment

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

21.5 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, labor disputes, utility or internet outages, or government actions.

21.6 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights, except as expressly provided with respect to Stripe and the app-store operators (Apple and Google) under Section 6 of our EULA.

21.7 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.

21.8 Export Compliance

You agree to comply with all applicable export and re-export control laws and regulations. You may not use the Service in violation of U.S. export laws, including sanctions administered by the Office of Foreign Assets Control (OFAC).

22. Contact Us

If you have questions about these Terms, please contact us: