GoodVendor Terms of Service

[DRAFT for attorney review , not legal advice]

Last updated: August 2026

Welcome to GoodVendor, operated by GoodVendor, Inc., a Delaware corporation ("GoodVendor," "we," "our," or "us"). By accessing or using our website at goodvendor.com (the "Site"), our mobile applications (the "App"), or any related services (together, the "Platform"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree with these Terms, please discontinue use of the Platform immediately.

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 21) THAT AFFECT YOUR LEGAL RIGHTS. GOODVENDOR IS A NEUTRAL MARKETPLACE AND VENUE ONLY. WE ARE NOT A CONTRACTOR, SUBCONTRACTOR, CONSTRUCTION MANAGER, PROPERTY MANAGER, BROKER, AGENT, EMPLOYER, INSURER, OR CONTRACTOR REFERRAL SERVICE. WE DO NOT SELECT, REFER, RECOMMEND, ENDORSE, OR VOUCH FOR VENDORS; WE DO NOT PERFORM VENDOR SERVICES; WE ARE NOT A PARTY TO ANY CONTRACT BETWEEN BUYERS AND VENDORS; AND WE DO NOT GUARANTEE ANY VENDOR'S WORK. EACH VENDOR IS SOLELY RESPONSIBLE FOR HOLDING AND MAINTAINING EVERY LICENSE, REGISTRATION, PERMIT, BOND, AND INSURANCE POLICY REQUIRED FOR ITS SERVICES; GOODVENDOR DOES NOT ASSUME AND EXPRESSLY DISCLAIMS ANY DUTY TO VERIFY, MONITOR, OR ENSURE VENDOR COMPLIANCE.

PAYMENTS BETWEEN BUYERS AND VENDORS ARE MADE OFF THE PLATFORM. GOODVENDOR DOES NOT PROVIDE ESCROW, PAYMENT PROCESSING, PAYMENT PROTECTION, MONEY TRANSMISSION, LIEN PROTECTION, BONDING, OR ANY GUARANTEE THAT A BUYER WILL PAY OR THAT A VENDOR WILL PERFORM. THE "VERIFIED" BADGE IS A POINT-IN-TIME, BEST-EFFORTS REVIEW AND IS NOT A GUARANTEE (SECTION 7). AI FEATURES PRODUCE ASSISTIVE DRAFTS ONLY AND ARE NOT PROFESSIONAL ADVICE (SECTION 12). WE DO NOT GUARANTEE ANY VOLUME OF LEADS, INQUIRIES, PLACEMENT, IMPRESSIONS, OR REVENUE TO ANY VENDOR (SECTION 5(h)).

1. Acceptance of Terms

By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and all applicable laws. These Terms constitute a binding agreement between you and GoodVendor. Additional terms may apply to specific services or features on the Platform (for example, subscription checkout terms); those additional terms are incorporated by reference into these Terms. If you use the Platform on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

2. Definitions

"Buyer" means a property owner, property manager, or other person or entity that uses the Platform to find, compare, question, review, or hire Vendors. Buyer use of the Platform is free.
"Vendor" means a commercial property service provider (for example, a roofing, HVAC, landscaping, janitorial, or paving company) that is listed on the Platform, claims a profile, or subscribes to a paid Vendor plan.
"Listing" means a Vendor's profile page on the Platform, including business information, service categories, service areas, credentials, photos, answers, and reviews, whether created by GoodVendor from available sources or claimed and maintained by the Vendor.
"Engagement" means any inquiry, quote, negotiation, contract, project, or transaction between a Buyer and a Vendor, whether or not it is facilitated through the Platform's engagement workspace.
"User Content" means any content submitted to the Platform by any user, including Listing information, questions, answers, reviews, messages, files, photos, and scope-of-work documents.

3. Eligibility and Accounts

You must be at least 18 years old and able to form a binding contract to use the Platform. The Platform is intended for commercial use in the United States.

You may need to register for an account to access certain features. You agree to provide accurate, complete, and up-to-date information during registration and to keep it current. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities under your account. You agree to notify us immediately of any unauthorized access to or use of your account. We may refuse, suspend, or reclaim any account or username at our discretion, including where required to prevent fraud or impersonation.

(a) Email and in-Platform communications. By creating an account, you consent to receive transactional and service communications from us by email and through the Platform, including account notices, question-and-answer delivery, review requests, engagement workspace notifications, and billing, trial-conversion, and renewal notices. These are not marketing messages and you cannot opt out of them while your account is open, other than by closing your account. You may opt out of marketing emails at any time via the unsubscribe link in the email or in your notification settings; we will still send you non-promotional, transactional messages (such as billing, security, and legal notices).

(b) Text messages (SMS/MMS). Providing a mobile number is optional. If you provide a mobile number and separately check the box or otherwise affirmatively opt in, you agree to receive autodialed or automated text messages from GoodVendor and its messaging service providers at that number for the message categories you select. You may opt in separately to (i) transactional/service texts and (ii) marketing and promotional texts. Consent to receive marketing or promotional texts is not a condition of purchasing any GoodVendor subscription, of receiving any badge or placement, or of using the Platform. Message frequency varies (for example, one message per new Buyer question). Message and data rates may apply. Reply STOP to any text to opt out, and HELP for help; you may also opt out in your account notification settings or by emailing the address in Section 24. We honor opt-out requests promptly across all message categories associated with that number. Opting out of texts may mean you receive time-sensitive notices (such as new Buyer questions) more slowly. Carriers are not liable for delayed or undelivered messages.

(c) Your number; reassignment. You represent that you are the subscriber or customary user of, and are authorized to receive messages at, any phone number you provide, and you agree to notify us promptly (and to update your account) if you stop using that number. You agree not to provide a number belonging to another person or to a number on which you are not authorized to receive automated messages.

(d) Mobile information is not sold or shared for marketing. Mobile phone numbers and SMS consent data collected for text messaging are used only to deliver the messages you requested. We do not sell, rent, or share mobile numbers or SMS opt-in data with third parties or affiliates for their own marketing or promotional purposes. Our messaging service providers may process this information solely to deliver messages on our behalf.

(e) Electronic communications and E-SIGN consent. You consent to receive all agreements, disclosures, notices, and records , including auto-renewal and trial-conversion disclosures, cancellation acknowledgments, and legal notices , electronically, by email to the address associated with your account or by posting in the Platform. This satisfies any legal requirement that such communications be in writing. To receive electronic records you need a device with internet access, a current browser, and a working email address, and the ability to view and retain PDF and HTML files. You may withdraw consent to electronic delivery, or request a paper copy, by emailing the address in Section 24; withdrawing consent may require us to close your account or terminate your subscription because we cannot practicably provide the Platform on paper.

(f) Monitoring. You acknowledge that messages, questions, answers, and files transmitted through the Platform may be stored, monitored, accessed, and reviewed by GoodVendor and its service providers as necessary to operate the Platform, deliver features (including AI features), enforce these Terms, prevent fraud, and comply with law. Do not use the Platform for communications you expect to be private or privileged.

4. Buyer Use of the Platform

Buyer access is currently free of charge. Buyers may search and compare Listings, submit questions to Vendors, request reviews, use the engagement workspace, and use AI-assisted features, subject to these Terms. We may introduce paid Buyer features in the future; any fees will be disclosed before you incur them.

Buyers are solely responsible for conducting their own due diligence before hiring any Vendor, including independently verifying licenses, insurance, bonding, references, workers' compensation coverage, safety record, and qualifications with the Vendor and with the applicable state or local licensing authority. Information on the Platform , including any badge, rating, review, credential summary, or AI-generated content , is a starting point, not a substitute for your own investigation, and must not be relied on as a representation by GoodVendor that a Vendor is licensed, insured, competent, or suitable for your project.

Buyers are also responsible for their own compliance with laws applicable to the property and the work, including permitting, building code, environmental, prevailing-wage, tenant-notice, and lien-waiver requirements. GoodVendor does not screen, background-check, credit-check, or vet Buyers, and makes no representation to any Vendor about a Buyer's identity, authority over a property, solvency, or willingness or ability to pay.

5. Vendor Subscriptions, Free Trials, Cancellation, and Refunds

(a) Subscription tiers. Vendors may subscribe to paid monthly plans as described on the Platform (currently Basic at $9.99/month, Verified at $39.99/month, Preferred at $99.99/month, and Featured at $199.99/month). Features included in each tier are described at the point of purchase and may change over time. Prices are stated in U.S. dollars and exclude any applicable taxes, which are the Vendor's responsibility.

Tier names ("Basic," "Verified," "Preferred," "Featured") are the names of subscription products. They are not ratings, rankings, certifications, or statements by GoodVendor about a Vendor's quality, and , as explained in Section 7 , purchasing any tier does not by itself entitle a Vendor to the Verified badge.

(b) Free trial and automatic conversion to a paid subscription , please read. New Vendor subscriptions may include a 30-day free trial. THIS IS A NEGATIVE-OPTION OFFER: UNLESS YOU CANCEL BEFORE THE TRIAL ENDS, YOUR SUBSCRIPTION AUTOMATICALLY CONVERTS TO A PAID SUBSCRIPTION AND YOUR PAYMENT METHOD IS CHARGED AUTOMATICALLY. Before we collect your billing information, and again in the order confirmation we send you, we will clearly and conspicuously disclose, and you must affirmatively and separately consent to (by a checkbox or equivalent mechanism used only for this purpose, not bundled with acceptance of these Terms):

that the trial lasts 30 days and the date the trial ends;
the exact amount that will be charged when the trial converts, and the billing frequency (monthly);
the date of the first charge and that charges will recur every month until you cancel;
that you may cancel at any time before the trial ends to avoid being charged; and
how to cancel, including a direct link or in-account control that cancels without further steps.

We will send you an acknowledgment of these terms, including cancellation instructions and a cancellation link, in a form you can retain. We will also send a reminder before the trial converts and before any renewal, in each case as and when required by applicable law. We may limit trials to one per Vendor and may modify or discontinue trial offers prospectively at any time.

(c) Automatic renewal. Subscriptions renew automatically each month and your payment method is charged at the start of each billing period until you cancel. By subscribing, you authorize us and our payment processor to charge that payment method (and any updated card details we receive through account-updater services) on a recurring basis. We will provide advance notice of renewal, and of any material change to the renewal terms, as required by applicable law.

(d) Cancellation , easy, online, at any time ("click to cancel"). You may cancel at any time, for any reason, effective immediately upon your request, using a simple cancellation control in your account settings that is available through the same medium in which you enrolled and that takes no more steps than enrollment did. We will not require you to call, chat with a representative, mail a letter, or sit through retention offers, save-attempts, or additional questions before your cancellation is processed; any offer we present may be declined with a single action that completes the cancellation. You may also cancel by emailing the address in Section 24, and we will process that request. If you cancel during the free trial, you will not be charged. If you cancel a paid subscription, the cancellation stops all future charges; unless applicable law requires otherwise, you retain access to paid features through the end of the billing period you have already paid for, after which your Listing reverts to the free unclaimed/claimed state and paid badges and placement are removed. We will send written confirmation of every cancellation.

(e) Refunds. Except where required by law or expressly stated otherwise at checkout, fees already paid are non-refundable and we do not provide refunds or credits for partial billing periods, unused features, downgrades, or periods when your account was suspended for violating these Terms. Nothing in this subsection limits any refund, cancellation, or restitution right you have under applicable state automatic-renewal, negative-option, or consumer-protection law, and where such a law requires a different result, that law controls.

(f) Price changes. We may change subscription prices or tier features with reasonable advance notice, and in no event less than the notice period required by applicable law. Price changes take effect at your next renewal; your continued subscription after the change takes effect constitutes acceptance. If you do not agree to a price change, you may cancel under Section 5(d) before it takes effect.

(g) Failed payment. If we cannot charge your payment method, we may suspend or downgrade your subscription and associated features (including badges and placement) until payment is made.

(h) No guarantee of leads, placement, or results. Subscription fees purchase access to Platform features, not outcomes. GoodVendor does not guarantee any number or quality of leads, Buyer questions, inquiries, profile views, impressions, search or category placement, review volume, contracts, or revenue, and does not guarantee that any Buyer will contact, hire, or pay any Vendor. Search ranking, sort order, and placement are determined as described in Section 8 and may change at any time. Subscription fees are not contingent on results, and a failure to obtain any particular result is not a basis for a refund.

6. Listings, Claimed Profiles, and Content Rules

(a) Unclaimed listings. GoodVendor may create Listings from publicly available or licensed sources. Unclaimed Listings are informational directory entries compiled from third-party data; GoodVendor does not represent that an unclaimed Listing is accurate, current, or authorized by the business it describes, and an unclaimed Listing does not mean the business has any relationship with GoodVendor. A Vendor may claim its Listing by completing our verification steps. We may require reasonable proof of authority before allowing a claim, and we may remove or restrict claims we believe are fraudulent.

(b) Correction and removal of unclaimed listings; use of business names and marks. We display a business's name, and may display its logo or marks, solely to identify that business in our directory (nominative use). A business that does not wish to appear on the Platform may request correction or removal of its unclaimed Listing at no cost by contacting us at the address in Section 24 with reasonable proof of authority. We will review the request and, absent a legitimate basis to retain the Listing, will correct or remove it within a reasonable time. We will not condition correction or removal of an unclaimed Listing on the purchase of any subscription, badge, placement, or other paid service, and we will not contact a business claiming that payment is required to fix or suppress its Listing or its reviews. Removal of a Listing does not require removal of reviews lawfully published by third parties, which are handled under Section 10.

(c) Vendor responsibilities. Vendors are solely responsible for the accuracy, completeness, and lawfulness of their Listing content and answers. Vendors represent and warrant that: (i) all Listing information, including licensing, insurance, certifications, service areas, and pricing information, is accurate and not misleading; (ii) they hold and will maintain all licenses, registrations, permits, and insurance required by applicable law for the services they advertise; and (iii) their Listing content does not infringe any third party's rights.

(d) Content standards. All User Content must be truthful, lawful, and consistent with our published content guidelines. We may (but have no obligation to) review, edit for formatting, refuse, or remove any Listing or other User Content at our discretion, including content that is false, deceptive, infringing, or otherwise violates these Terms.

(e) No endorsement. A Listing's presence on the Platform, its ranking, tier, badge, or placement is not an endorsement, certification, or guarantee by GoodVendor of any Vendor or its services.

7. Verified Badge Disclaimer

(a) What the badge means. The "Verified" badge indicates only that, at a point in time, GoodVendor performed a manual, good-faith, best-efforts review of documentation provided by the Vendor or obtained from third-party or governmental sources regarding the Vendor's business license and/or insurance, and that the documentation appeared on its face to be consistent with what the Vendor represented. Each badge displays the date of the review. The Verified badge is not a guarantee, certification, warranty, accreditation, bond, or insurance. Specifically:

Point in time. Licenses, registrations, permits, and insurance can lapse, be cancelled, be revoked, or change immediately after our review. We do not continuously monitor credentials and we have no duty to re-check, update, or revoke a badge, although we may do so.
Limited scope. The review covers only business licensing and/or insurance documentation as described on the Platform. It does not include criminal background checks, credit checks, litigation, judgment, or lien searches, workers' compensation verification, bonding verification, safety or OSHA record review, immigration or employment-eligibility review, reference checks, site visits, or any inspection of workmanship.
Imperfect sources and human error. We rely on documents and databases that may be incomplete, outdated, inaccurate, or falsified, and our manual process may contain errors. We do not authenticate documents forensically.
No quality or outcome statement. The badge does not certify, warrant, or predict the quality, safety, legality, timeliness, pricing, workmanship, or outcome of any Vendor's work, and it is not a professional, financial, or character endorsement or a statement that the Vendor is fit for your project.
Independent verification required. Buyers must independently verify current licensure, insurance, and bonding directly with the Vendor and with the applicable licensing authority and insurer before hiring, and should request current certificates of insurance naming the Buyer as an additional insured where appropriate.

(b) Paying for a subscription does not buy a badge. Subscription tiers are products; the badge is the result of a review. A Vendor must apply for the Verified badge and submit the required documentation, and the badge is displayed only if and after our manual review is completed to our satisfaction. Purchasing the "Verified" tier, or any other tier, does not by itself confer the badge, and no fee is charged for, or refundable based on, the outcome of a review. If we decline to issue a badge, or later remove one, the Vendor may cancel under Section 5(d); we do not otherwise refund subscription fees on that basis. We may suspend or remove a badge at any time, including for lapsed, expired, or misrepresented credentials, and removal is not an accusation of wrongdoing.

(c) Not a consumer report; not a consumer reporting agency. GoodVendor is not a "consumer reporting agency" and the Verified badge, credential summaries, ratings, reviews, and other Platform content are not "consumer reports" or "investigative consumer reports" under the federal Fair Credit Reporting Act (15 U.S.C. Section 1681 et seq.) or any analogous state law. Platform information is about businesses and is provided for commercial vendor-selection purposes only. You may not use the Platform or any Platform information to make decisions about consumer credit, insurance underwriting, employment, tenancy, or any other purpose covered by the FCRA.

(d) No reliance. To the fullest extent permitted by law, GoodVendor disclaims all liability arising from any person's reliance on the Verified badge, any tier name, or any other credential, rating, or badge displayed on the Platform.

8. Advertising, Sponsored and Featured Placement

Vendors on certain tiers may receive enhanced or prioritized placement in search results, category pages, or other surfaces. Paid placement is always identified with a clear and conspicuous label such as "Sponsored," "Featured," "Ad," or "Paid placement," displayed in close proximity to the Listing and legible on both desktop and mobile. Placement, ranking, and default sort order may be influenced by subscription tier, payment, engagement, relevance, distance, responsiveness, review signals, and other factors described on the Platform. Paid placement is advertising. It is not a search result ranked on merit, is not a recommendation, and does not reflect GoodVendor's opinion of a Vendor's quality, licensure, or suitability. Results that are not labeled as paid are not influenced by payment other than as disclosed on the Platform. Vendors may not misrepresent the meaning of any placement, badge, tier name, or ranking in their own marketing, on their own websites, or in any advertising, and may not describe themselves as "GoodVendor certified," "GoodVendor approved," "GoodVendor recommended," or similar. We maintain and publish a plain-language explanation of the main parameters that determine ranking and placement, and we will update it when those parameters materially change.

9. Questions and Answers; License to User Content

(a) How questions and answers work. Buyers may submit questions that are delivered to one or more Vendors, and Vendor answers may be displayed publicly, including side by side with other Vendors' answers, and may be shown to Buyers who did not ask the original question. Answers may be displayed alongside answers from competing Vendors and may remain visible after a Vendor's subscription ends. A Vendor's decision not to answer may be displayed as "no response." Do not include confidential, privileged, personally sensitive, or competitively sensitive information in questions or answers; assume they may be displayed publicly and indexed by search engines. Pricing stated in an answer is an estimate, not an offer or a binding quote, unless the Vendor states otherwise in a separate written proposal.

(b) License to User Content. You retain ownership of your User Content. By submitting User Content, you grant GoodVendor a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, sublicensable, and transferable license to use, host, store, reproduce, modify (for formatting and display), adapt, publish, translate, distribute, publicly display, and create derivative works from that User Content in connection with operating, promoting, securing, and improving the Platform, in any media now known or later developed. This includes displaying questions, answers, and reviews on and off the Platform (for example, in search results and marketing). You represent that you have all rights necessary to grant this license and that your User Content does not violate any law or third-party right. This license survives termination of your account with respect to content that has been shared publicly or incorporated into comparisons, reviews, or answers relied on by other users.

(c) Machine learning and model training. We may use User Content and Platform usage data to develop, train, tune, test, and improve GoodVendor's own features and models (including search, matching, fraud detection, and the AI features described in Section 12). Where we do so, we use de-identified or aggregated data wherever reasonably practicable. We do not permit our third-party AI service providers to use your User Content or personal information to train their own generally available models, as described in our Privacy Policy. Nothing in this subsection limits the restrictions on your use of Platform data in Section 14.

(d) Removal. If you delete User Content or close your account, we will remove it from public display within a reasonable time, except that we may retain and continue to display (i) content already incorporated into another user's copy, comparison, or Engagement record, (ii) reviews and answers, which are handled under Section 10, and (iii) copies retained in backups, logs, or records we must keep for legal, security, or dispute-resolution purposes. Privacy-law deletion requests are handled under our Privacy Policy.

10. Reviews

(a) Sources and labeling. The Platform displays (i) reviews imported from third-party sources (such as Google) in accordance with those sources' terms and applicable law, and (ii) first-party reviews collected through review requests sent via the Platform. We label each review with its source and date. Ratings displayed on a Listing may combine both sources; where they do, we disclose how the displayed rating is calculated and how many reviews it reflects. We do not display a rating or review count in a way designed to imply more or better feedback than the underlying reviews support.

(b) Authenticity; prohibited review conduct. Reviews must reflect the reviewer's genuine, first-hand experience with the Vendor. The following are prohibited for all users, and violate these Terms: fake, fabricated, or AI-generated reviews purporting to describe a real experience that did not occur; reviews about a business the reviewer has not dealt with; reviews written or procured by a Vendor about itself, its own employees or affiliates, or its competitors ("insider" and "competitor" reviews) without clear disclosure of the relationship; purchasing, selling, or exchanging reviews or ratings; review swapping; offering compensation, discounts, or other value conditioned on the content or sentiment of a review; threatening, intimidating, or suing a reviewer to force removal of an honest review; and suppressing, "gating," or selectively soliciting reviews so that only positive feedback is invited or published. Incentives for leaving a review are permitted only if the incentive is not conditioned on the review's content or rating and the incentive is clearly and conspicuously disclosed in the review. These rules are intended to implement the FTC Rule on the Use of Consumer Reviews and Testimonials, 16 C.F.R. Part 465, and the Consumer Review Fairness Act, 15 U.S.C. Section 45b. Vendors may not require, and GoodVendor will not honor or enforce, any contract term (including a non-disparagement or confidentiality clause in a Vendor's own customer contract) that purports to prohibit, restrict, or penalize an honest review; such terms are void under the CRFA.

(c) Our rights and our limits; no obligation to monitor. We do not verify, endorse, adopt, or guarantee the accuracy of any review, and reviews are the statements and opinions of the users who wrote them, not of GoodVendor. We may, but are not obligated to, review, screen, remove, filter, reorder, label, or decline to publish any review that we believe is fake, fraudulent, off-topic, duplicative, defamatory, harassing, discriminatory, unlawful, or in violation of these Terms or our published review guidelines, and we may suspend or terminate accounts involved in review manipulation. We are not obligated to remove a negative review at a Vendor's request, and we will not remove a review merely because a Vendor disputes it, dislikes it, threatens litigation, or offers payment. Nothing in this Section creates a duty to monitor, and any voluntary action we take under this Section does not create such a duty.

(d) Section 230. GoodVendor is an interactive computer service provider and is not the publisher or speaker of User Content, including reviews, answers, Listing content, and messages, provided by others. Nothing in these Terms is a waiver of any protection available to GoodVendor under 47 U.S.C. Section 230 or any other law limiting the liability of a provider of an interactive computer service, and our exercise of the editorial discretion described in subsection (c) is expressly within 47 U.S.C. Section 230(c)(2).

(e) Disputing a review; notice-and-review procedure for defamation and unlawful content claims. A Vendor that believes a review or other User Content about it is false, defamatory, or otherwise unlawful may submit a written report to [reviews@goodvendor.com , to be confirmed] or the address in Section 24, and should include: (i) the URL and date of the review; (ii) the specific statements alleged to be false, and the reason each is false rather than a matter of opinion; (iii) any evidence, including records showing that the reviewer was not a customer; (iv) contact information; and (v) a statement, made under penalty of perjury, that the report is accurate and submitted in good faith and not for a competitive or retaliatory purpose. We will acknowledge reports and review them within a reasonable time. We may, in our sole discretion, take no action, request more information, contact the reviewer for a response, add a label or notice, restrict distribution, or remove the content. We do not adjudicate factual disputes between a Vendor and a reviewer and we are not a court. We may remove content promptly where we receive a court order finding the content defamatory or unlawful, or where removal is required by law. Submitting a knowingly false or bad-faith report is itself a violation of these Terms and may result in account termination.

(f) Vendor right of reply. Every Vendor with a claimed Listing may publish one public response to any review on its Listing, displayed with the review. Responses must be professional and must not disclose a Buyer's personal information, project details, confidential information, or any information that could identify an anonymous reviewer, and must not threaten or retaliate against a reviewer. Publishing a response is the primary remedy available to a Vendor that disagrees with a review.

(g) Imported reviews. Imported reviews are presented as received from their source and are attributed to that source. GoodVendor does not edit the substance of imported reviews. Disputes about an imported review's content must be raised with the original platform, which controls that content; removing a review at the source does not automatically remove any copy that we lawfully displayed, but we will refresh or remove imported content on a reasonable schedule and when required by the source's terms or applicable law. Our right to display imported reviews depends on our license from the source; if a source's terms change or a license ends, we may remove imported reviews without notice, which may materially change a Listing's displayed rating.

(h) Reviewer conduct. If you write a review, you represent that you are describing your own genuine experience, that you have disclosed any material connection to the Vendor, and that you are not being compensated in a way that depends on your rating. Do not include personal information about identifiable individuals, legal conclusions stated as fact, or content you do not have the right to publish. You are solely responsible for your review, and you agree to indemnify GoodVendor under Section 20 for claims arising from it.

11. Engagement Workspace; GoodVendor Is Not a Party

The Platform provides an engagement workspace with tools such as chat, file uploads, AI-drafted scope-of-work documents, pricing summaries, and payment milestone timelines. These are convenience tools only. You acknowledge and agree that:

GoodVendor is not a party to any Engagement, contract, scope of work, estimate, or other agreement between a Buyer and a Vendor, and is not a broker, agent, contractor, employer, insurer, or guarantor of either party.
No guarantee of performance. We do not supervise, direct, or control any Vendor's work and make no warranty regarding the quality, safety, legality, licensing, pricing, timing, or completion of any Vendor services, or regarding any Buyer's ability or willingness to pay.
No safety, site, or supervision role. We do not visit, inspect, or control any job site; we are not a "controlling employer," general contractor, or construction manager for purposes of OSHA or any state safety or licensing statute; and we do not direct the means, methods, sequence, or timing of any work. Vendors are independent businesses, not our employees, agents, subcontractors, or joint employees, and are solely responsible for their own personnel, subcontractors, tools, safety programs, workers' compensation, and tax obligations.
Disputes are between Buyer and Vendor. Any dispute arising from an Engagement , including workmanship, delays, non-payment, property damage, personal injury, death, mechanics' or materialmen's liens, permits, code compliance, environmental conditions, or theft , is solely between the Buyer and the Vendor. You release GoodVendor and its affiliates, officers, directors, employees, and agents from all claims, demands, and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or connected with any Engagement or any dispute with another user, to the fullest extent permitted by law. If you are a California resident, you expressly waive California Civil Code Section 1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." You waive any comparable statute, regulation, rule, or common-law principle of any other jurisdiction. This release does not apply to claims that cannot be released as a matter of law.
Workspace tools are drafting aids, not contracts. Documents generated in the workspace , including AI-drafted scopes of work, pricing summaries, and payment milestone timelines , are drafting aids and are not contracts, offers, acceptances, bids, change orders, lien waivers, notices to owner, certificates of completion, or payment applications, and do not create, modify, satisfy, or waive any payment obligation. A milestone marked "complete" or "paid" in the workspace is a convenience label entered by a user and is not verification by GoodVendor that work was performed or that money changed hands. The parties are responsible for reviewing, negotiating, and finalizing their own contract terms in a separate binding agreement, and for compliance with all laws applicable to their contract, including contractor licensing, permitting, prompt-payment, retainage, lien and bond notice, and statutory notice-and-deadline requirements. Time-sensitive lien and notice deadlines are not tracked, calculated, or reminded by the Platform.
File uploads. Each party is responsible for the files it uploads, including for having the right to share them and for redacting anything sensitive. Files shared in a workspace are visible to the other participants, who may download and retain them; we cannot retrieve or un-share a file once another party has received it.

12. AI Features Disclaimer

(a) What the features are. The Platform includes AI-assisted features, such as AI-drafted scopes of work, AI-suggested questions, and AI property data prefill. AI outputs are generated automatically by statistical models, are not reviewed by a human before you see them, may be inaccurate, incomplete, outdated, fabricated, biased, or inapplicable to your situation, and are provided for convenience only. Identical inputs may produce different outputs.

(b) Not professional advice. AI outputs are assistive drafts only. They are not legal, engineering, architectural, construction, code-compliance, safety, insurance, appraisal, tax, accounting, or other professional advice, are not a bid or estimate by GoodVendor, and do not create any attorney-client, engineer-client, or other professional or fiduciary relationship with GoodVendor. An AI-drafted scope of work is a starting point for negotiation between a Buyer and a Vendor; it is not a contract, has not been reviewed for legal sufficiency or for compliance with the law of your jurisdiction, and must be reviewed and revised by the parties and, where appropriate, by their own licensed professionals before use.

(c) Your obligation to verify. You are solely responsible for reviewing, verifying, and correcting all AI-generated content before relying on it, sharing it, or incorporating it into any agreement. Property data prefill is drawn from third-party data sources and is frequently inaccurate or out of date; you must confirm every prefilled property attribute (including address, ownership, square footage, roof or system age, year built, and zoning) against authoritative records before use. Prefilled data is presented for your review and you may edit or reject it; by submitting it you adopt it as your own content.

(d) Human involvement and disclosure. Content generated with AI assistance is labeled as such where displayed to other users. AI features do not make, and are not used to make, decisions that produce legal or similarly significant effects about any individual; badge decisions under Section 7 are made by human reviewers.

(e) Inputs. Content you submit to an AI feature (including property details, messages, and files) is processed by our AI service providers as described in our Privacy Policy. Do not submit privileged, trade secret, health, financial account, government identification, or other sensitive information to AI features.

(f) Disclaimer. To the fullest extent permitted by law, GoodVendor disclaims all warranties and all liability arising from AI outputs or from any person's reliance on them, and AI outputs are covered by the disclaimers in Section 18 and the limitation of liability in Section 19.

13. Payments

(a) Engagement payments are made OFF the Platform , no escrow, no payment protection. All payments between Buyers and Vendors for Engagements are currently made off the Platform, directly between the parties, using payment methods and terms they arrange themselves. GoodVendor does not collect, hold, transmit, disburse, escrow, or insure any Engagement funds, and does not act as a bank, money transmitter, money services business, escrow agent, payment processor, collection agent, surety, or trustee for any Engagement. Accordingly, and notwithstanding anything else on the Platform:

There is no GoodVendor escrow, purchase protection, payment guarantee, money-back guarantee, satisfaction guarantee, workmanship guarantee, bond, or insurance covering any Engagement. Any statement to the contrary, wherever it appears, is superseded by this subsection.
We do not verify that any payment was made, received, or earned; we do not resolve payment disputes, issue refunds, reverse charges, or process chargebacks for Engagement payments; and we have no obligation to assist either party in collecting money from the other.
Pricing figures, milestone timelines, and payment schedules displayed in the engagement workspace are records the users themselves enter for their own tracking. They do not cause a payment to occur, do not evidence that a payment occurred, and do not create any obligation on GoodVendor.
Be alert to fraud. Because payments occur off the Platform, you are responsible for confirming payment instructions directly with the other party through a known, independently verified channel. GoodVendor will never send you wiring instructions or ask you to redirect an Engagement payment, and we are not responsible for any loss from payment fraud, business email compromise, wire fraud, diverted deposits, or fraudulent payment instructions, whether or not the communication appeared to originate from the Platform.

(b) On-platform payments (not currently offered). We do not currently offer on-platform payment processing for Engagements. If and when we do, we will update these Terms and our Privacy Policy and provide notice before the feature becomes available to you, and additional terms will apply. At that time, payments would be processed by Stripe or another third-party payment processor, and your use of payment processing would be subject to that processor's terms and privacy policy (for Stripe, the Stripe Services Agreement and Stripe Connected Account Agreement, as applicable). Nothing in this subsection is a present commitment to offer payment processing, escrow, or payment protection.

(c) Subscription billing. Vendor subscription fees are billed by GoodVendor through our third-party payment processor under Section 5. You authorize us and our processor to charge your designated payment method for all fees you incur. GoodVendor does not store full payment card numbers. Subscription billing is a payment from you to GoodVendor for Platform access; it is separate from, and creates no relationship to, any Engagement payment under subsection (a).

(d) Taxes. Each party is responsible for determining and paying its own taxes arising from an Engagement, including sales, use, and contractor taxes. GoodVendor does not calculate, collect, remit, or report tax on Engagements and does not issue Forms 1099-K or other information returns for Engagement payments, because it does not settle those payments.

14. Prohibited Conduct

You agree not to, and not to permit or assist others to:

violate any applicable law or regulation, or perform or advertise services without legally required licenses, permits, or insurance;
provide false, misleading, or fraudulent information, including fake credentials, fake reviews, manipulated ratings, or impersonation of any person or business;
circumvent, misrepresent, or remove required advertising labels, badges, or disclosures;
harass, threaten, defame, or discriminate against any user, or send spam or unsolicited commercial messages through the Platform;
upload malware or harmful code, or interfere with the functionality, integrity, or security of the Platform or related servers and networks;
scrape, harvest, crawl, mine, or bulk-download Platform data or content (including Listings and reviews), or use Platform data to build a competing product or to train machine-learning models, without our prior written consent;
reverse engineer, decompile, or attempt to extract the source code of the Platform, except as permitted by law;
access the Platform through automated means other than published interfaces we make available, or attempt to bypass any access controls, rate limits, or fees;
use the Platform to arrange unlawful activity, or misuse the engagement workspace, questions, or reviews for purposes unrelated to legitimate Engagements;
state or imply that GoodVendor certifies, approves, recommends, guarantees, insures, bonds, or stands behind any Vendor or its work, or use GoodVendor's name, logo, badges, or tier names in a way that misstates what they mean (see Sections 7 and 8);
use the Platform, any Listing, badge, credential, or review to evaluate any individual for consumer credit, insurance, employment, tenancy, or any other purpose governed by the Fair Credit Reporting Act (see Section 7(c));
submit, solicit, buy, sell, exchange, or suppress reviews in violation of Section 10, or threaten or retaliate against a reviewer;
send unsolicited commercial email or text messages to users, or use contact information obtained through the Platform for any purpose other than the Engagement for which it was shared;
request or direct Engagement payments to accounts other than those the parties have independently verified, or represent that GoodVendor holds, escrows, or guarantees any Engagement funds (see Section 13(a)).

We may investigate suspected violations, remove content, restrict or terminate accounts, and cooperate with law enforcement. We have no obligation to monitor the Platform, and our right to act under this Section does not create a duty to act.

15. Intellectual Property; License to Use the Platform

All content and materials on the Platform other than User Content , including text, images, graphics, software, page layouts, databases, compilations, logos, trademarks, and service marks , are the property of GoodVendor or its licensors and are protected by intellectual property laws. "GoodVendor" and related logos are trademarks of GoodVendor, Inc. or its affiliates.

GoodVendor grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your personal or internal business use in connection with finding, offering, or managing commercial property vendor services. You may not copy, modify, distribute, sell, or lease any part of the Platform without our prior written permission, except as permitted by law. If you provide feedback or suggestions, we may use them without restriction or compensation.

16. Copyright Policy (DMCA)

GoodVendor respects the intellectual property rights of others and expects users to do the same. If you believe your copyrighted work has been copied on the Platform in a way that constitutes infringement, please send a notice to our Copyright Agent including:

an electronic or physical signature of the person authorized to act on behalf of the copyright owner;
a description of the copyrighted work you claim has been infringed;
a description of where the allegedly infringing material is located on the Platform (a URL is helpful);
your address, telephone number, and email address;
a statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
a statement, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the owner's behalf.

Copyright Agent , GoodVendor, Inc. Attention: Legal Department , Copyright Agent [Street address , to be confirmed; must match the address registered with the U.S. Copyright Office] Email: [copyright@goodvendor.com , to be confirmed] Telephone: [to be confirmed]

Note to counsel: GoodVendor must designate this agent with the U.S. Copyright Office through the DMCA Designated Agent Directory (and renew the designation every three years) before the safe harbor of 17 U.S.C. Section 512(c) is available. The address, email, and phone published here must match the registration.

Counter-notice. If your content was removed and you believe it was removed by mistake or misidentification, you may send our Copyright Agent a counter-notice containing: your signature; identification of the removed material and its location before removal; a statement under penalty of perjury that you have a good-faith belief the material was removed as a result of mistake or misidentification; and your name, address, and telephone number, together with a statement that you consent to the jurisdiction of the federal district court for the judicial district in which your address is located (or, if outside the United States, any judicial district in which GoodVendor may be found) and that you will accept service of process from the complaining party. We may restore the material in 10 to 14 business days unless the complaining party notifies us that it has filed an action seeking a court order.

We may remove or disable access to allegedly infringing content, forward notices and counter-notices as provided by 17 U.S.C. Section 512, and we will terminate, in appropriate circumstances, the accounts of repeat infringers. Knowingly materially misrepresenting that material is infringing, or that it was removed by mistake, may expose you to liability for damages under 17 U.S.C. Section 512(f).

17. Termination and Suspension

GoodVendor may suspend, limit, or terminate your access to the Platform, or remove any Listing, badge, placement, or User Content, at our sole discretion, with or without notice, for any reason, including violation of these Terms, suspected fraud, lapsed or misrepresented credentials, review manipulation, legal risk, or nonpayment. Where practicable and not prohibited by law or our fraud-prevention needs, we will give a paying Vendor notice and an opportunity to cure before terminating a subscription for cause.

If we terminate a paid Vendor subscription without cause, we will refund the unused, prepaid portion of the then-current billing period. No refund is owed if we terminate for cause. Termination does not relieve you of fees already incurred.

You may stop using the Platform and close your account at any time; Vendor subscription cancellations are handled under Section 5(d), and closing an account is not by itself a cancellation of a paid subscription.

Upon termination: your license to use the Platform ends; we may retain and continue to display User Content as permitted by Sections 9(b), 9(d), and 10 and applicable law; and any provisions that by their nature should survive , including Sections 3.1(f), 5(e), 5(h), 6(c), 7, 9, 10(c)-(h), 11, 12, 13, and 14 through 25 , will survive.

18. Disclaimers

THE PLATFORM, ALL LISTINGS, BADGES, RANKINGS, REVIEWS, AI OUTPUTS, AND ALL OTHER CONTENT AND SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, GOODVENDOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, GOODVENDOR DOES NOT WARRANT: (A) THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY LISTING, CREDENTIAL, REVIEW, ANSWER, OR OTHER USER CONTENT; (B) THE QUALIFICATIONS, LICENSURE, INSURANCE, CONDUCT, OR PERFORMANCE OF ANY VENDOR, OR THE CONDUCT OF ANY BUYER; (C) THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; OR (D) THAT ANY AI OUTPUT WILL BE ACCURATE OR SUITABLE FOR YOUR PURPOSES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY EXCLUSIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

19. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, GOODVENDOR AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM, ANY LISTING, BADGE, REVIEW, AI OUTPUT, OR ANY ENGAGEMENT OR DISPUTE BETWEEN USERS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL OUR AGGREGATE LIABILITY FOR ALL CLAIMS EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID BY YOU TO GOODVENDOR, IF ANY, DURING THE SIX (6) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU; IN THAT CASE OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

WITHOUT LIMITING THE FOREGOING, GOODVENDOR HAS NO LIABILITY OF ANY KIND FOR THE ACTS OR OMISSIONS OF ANY VENDOR OR BUYER, FOR ANY ENGAGEMENT, FOR PROPERTY DAMAGE, BODILY INJURY, OR DEATH ARISING FROM VENDOR SERVICES, FOR ANY OFF-PLATFORM PAYMENT OR PAYMENT FRAUD, OR FOR ANY LIEN, PERMIT, OR CODE-COMPLIANCE CONSEQUENCE OF AN ENGAGEMENT.

NOTHING IN THIS SECTION OR IN SECTION 18 EXCLUDES OR LIMITS LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT WHERE APPLICABLE LAW SO PROVIDES, OR ANY LIABILITY UNDER A STATE CONSUMER-PROTECTION OR AUTOMATIC-RENEWAL STATUTE THAT MAY NOT BE WAIVED BY CONTRACT. THE LIMITATIONS IN THIS SECTION APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND ALLOCATE RISK BETWEEN THE PARTIES IN EXCHANGE FOR THE PRICING OF THE PLATFORM.

20. Indemnification

You agree to indemnify, defend, and hold harmless GoodVendor, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with: (a) your access to or use of the Platform; (b) your User Content, including your Listing, answers, and reviews; (c) any Engagement, including any services performed or payments owed between a Buyer and a Vendor, and any injury, property damage, lien, or regulatory violation arising from Vendor services; (d) your violation of these Terms; or (e) your violation of any law or the rights of any third party. We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense and not to settle any matter in a way that imposes any obligation or admission on GoodVendor without our written consent. This indemnity does not apply to the extent a claim arises from GoodVendor's own gross negligence or willful misconduct, or to the extent indemnification is prohibited by applicable law.

Vendor insurance. Vendors that use the Platform to solicit or perform work agree to maintain commercial general liability insurance, workers' compensation insurance where required, and any other coverage required by applicable law or by the Buyer, in each case at commercially reasonable limits, and to provide current certificates on reasonable request. GoodVendor does not verify, monitor, or enforce this obligation, does not require GoodVendor to be named as an additional insured, and takes no responsibility for any coverage gap.

21. Dispute Resolution; Binding Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES ARBITRATION OF DISPUTES ON AN INDIVIDUAL BASIS AND WAIVES JURY TRIALS AND CLASS ACTIONS.

(a) Informal resolution first. Before filing an arbitration demand, you agree to contact us at [legal@goodvendor.com , to be confirmed] and attempt in good faith to resolve the dispute informally for at least 30 days.

(b) Agreement to arbitrate. Except as provided in subsections (d) and (g), you and GoodVendor agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Platform , including its formation, breach, termination, enforcement, interpretation, or validity, and including disputes about the arbitrability of a dispute , shall be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules or Commercial Arbitration Rules, as applicable, before a single arbitrator. The Federal Arbitration Act governs this Section. The arbitration will be conducted in the English language; the seat of arbitration shall be Miami-Dade County, Florida, although hearings may be conducted remotely or, for consumers, in the county of your residence where the applicable rules so provide. Judgment on the award may be entered in any court of competent jurisdiction.

(c) Class action and jury waiver. YOU AND GOODVENDOR EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. Claims may be brought only in an individual capacity, and the arbitrator may not consolidate claims or preside over any form of class or representative proceeding. If this class waiver is found unenforceable as to a particular claim, that claim (and only that claim) shall proceed in court, and the remainder shall proceed in arbitration.

(d) Opt-out. You may opt out of this arbitration agreement and class waiver without any effect on your use of the Platform. Send written notice within 30 days of the date you first accept these Terms to [arbitration-optout@goodvendor.com , to be confirmed] or to the notice address in Section 24, stating your name, the email address on your account, and that you intend to opt out of the arbitration agreement in Section 21. Opting out does not affect any other provision of these Terms, and we will not retaliate for an opt-out.

(e) Arbitration costs. We will pay the AAA filing, administrative, and arbitrator fees that we are required to pay under the applicable AAA rules, and, for any individual claim seeking less than $10,000, we will pay all such fees unless the arbitrator finds your claim frivolous. Each party otherwise bears its own attorneys' fees, except where a statute or the arbitrator's award provides otherwise.

(f) Coordinated or mass filings. If 25 or more demands for arbitration raising substantially similar claims are filed against GoodVendor by or with the assistance of the same or coordinated counsel, the parties agree the claims will be administered in sequential batches of no more than 50, with a single arbitrator per batch and the limitations period tolled for unfiled claims, until the parties agree otherwise or a court orders otherwise. Any party may seek judicial relief if the administrator declines to apply this subsection.

(g) Exceptions. Either party may (i) bring an individual claim in small claims court, and (ii) seek injunctive or other equitable relief in court to protect its intellectual property or to stop unauthorized use or abuse of the Platform. Disputes between a Buyer and a Vendor are not subject to this Section; GoodVendor is not a party to those disputes and this Section governs only disputes between you and GoodVendor. Nothing in this Section prevents you from reporting a concern to, or seeking relief from, a government agency.

(h) Severability of this Section. Except as stated in subsection (c), if any part of this Section is found unenforceable, the remaining parts remain in effect.

22. Governing Law and Venue

These Terms are governed by and construed in accordance with the laws of the State of Florida and applicable federal law, without regard to conflict-of-law principles, except that the Federal Arbitration Act governs Section 21. For any dispute not subject to arbitration, you and GoodVendor consent to the exclusive jurisdiction and venue of the state and federal courts located in Miami-Dade County, Florida, and each party waives any objection based on inconvenient forum.

Nothing in this Section deprives you of the protection of any mandatory consumer-protection, automatic-renewal, or telephone-solicitation law of the state in which you reside that applies notwithstanding a contractual choice of law, and any such non-waivable protection applies in addition to these Terms.

23. Changes to These Terms

We may modify these Terms at any time. We will post the updated Terms on the Platform and update the "Last updated" date, and for material changes we will provide reasonable additional notice (such as email or in-Platform notice) at least 30 days before the change takes effect for users with an active paid subscription. Changes take effect on the stated effective date. Your continued use of the Platform after changes take effect constitutes acceptance of the revised Terms. If you do not agree to a material change, you may cancel under Section 5(d) before the effective date; changes to the arbitration agreement in Section 21 do not apply retroactively to disputes of which we had notice before the effective date. Changes do not apply retroactively to conduct that occurred before the effective date.

24. General Provisions

Severability: If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect.
Waiver: No waiver of any provision is a further or continuing waiver unless expressly stated in writing.
Entire agreement: These Terms, together with our Privacy Policy and any additional terms incorporated by reference, constitute the entire agreement between you and GoodVendor concerning the Platform.
Assignment: You may not assign your rights or obligations without our prior written consent. GoodVendor may freely assign these Terms, including in connection with a merger, acquisition, or sale of assets.
No third-party beneficiaries; independent contractors: These Terms create no third-party beneficiary rights, and nothing in these Terms creates any partnership, joint venture, employment, or agency relationship between you and GoodVendor or between GoodVendor and any Vendor.
Force majeure: We are not liable for delays or failures caused by events beyond our reasonable control.
No agency between GoodVendor and Vendors: Vendors are independent businesses. GoodVendor does not employ, supervise, direct, or control Vendors, does not act as their agent, broker, or representative, and is not responsible for their acts or omissions.
Headings: Section headings are for convenience only and do not affect interpretation.
No construction against drafter: These Terms will not be construed against either party as drafter.
Notices; contact: We may provide notices via the Platform or the email associated with your account, and such notice is effective when sent. Notices to GoodVendor must be sent to [legal@goodvendor.com , to be confirmed] and, where these Terms require written notice by mail, to GoodVendor, Inc., Attn: Legal, [street address to be confirmed]. Questions about these Terms: [info@goodvendor.com , to be confirmed], GoodVendor, Inc., [registered agent / principal office address to be confirmed]. Note to counsel: a single confirmed mailing address must be used consistently in the Terms (Sections 16, 21(d), 24) and in the Privacy Policy Section 15; the placeholder addresses inherited from the base template must not be published.

25. Additional U.S. State Notices

(a) Scope. The Platform is offered only in the United States and is intended for commercial use. We do not offer the Platform to individuals in the European Economic Area, the United Kingdom, or Switzerland, and these Terms do not address the GDPR.

(b) California. Under California Civil Code Section 1789.3, California users are entitled to the following notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210. California users have the cancellation and disclosure rights described in Section 5 and in California's Automatic Renewal Law (Cal. Bus. & Prof. Code Section 17600 et seq.), and the Section 1542 waiver in Section 11 applies to California residents.

(c) Florida. Vendors are responsible for compliance with Florida's contractor licensing requirements (Chapter 489, Florida Statutes) and with Florida's construction lien law (Chapter 713, Florida Statutes), including notice-to-owner and lien-release requirements. GoodVendor does not prepare, serve, track, or calculate deadlines for any lien, notice to owner, or release. Automatic-renewal disclosures are provided as required by Section 501.165, Florida Statutes.

(d) New York. Automatic-renewal and cancellation disclosures are provided as required by N.Y. General Business Law Section 527-a. New York users may cancel through the online mechanism described in Section 5(d).

(e) Texas. Vendors are responsible for compliance with applicable Texas licensing and registration requirements (including, where applicable, those of the Texas Department of Licensing and Regulation and the Texas State Board of Plumbing Examiners) and with Chapter 53 of the Texas Property Code (mechanic's, contractor's, and materialman's liens). Nothing in these Terms waives any right under the Texas Deceptive Trade Practices-Consumer Protection Act that may not be waived by contract.

(f) Other states. Nothing in these Terms waives any right or remedy under a state consumer-protection, automatic-renewal, or telephone-solicitation statute to the extent that right or remedy may not be waived by contract. If a provision of these Terms is unenforceable in your state, it applies only to the maximum extent permitted there, and the remainder of these Terms remains in effect.