Terms of Service

1. Acceptance of Terms

1.1 Agreement

These Terms of Service ("Terms") constitute a legally binding agreement between the company that registers for an account ("you" or "your company") and LoanLabor ("we," "us," or "our"). By accessing or using the LoanLabor platform, you acknowledge that you have read, understood, and agree to be bound by these Terms.

1.2 Electronic Acceptance

By clicking "I Accept" or "Sign Up," you confirm that you agree to these Terms and consent to receive all communications from us electronically.

1.3 Authority

You represent and warrant that you have full authority to enter into this agreement on behalf of your company and to bind the company to these Terms.

1.4 Minors

You must be at least 18 years old to use our service. By using the service, you represent that you meet this age requirement.

2. Description of Service

2.1 Marketplace Platform

LoanLabor operates a digital marketplace that connects:

• Lending Companies: Skilled trades companies that have workers available for loan
• Borrowing Companies: Companies that need skilled workers temporarily
• Workers: Skilled trades professionals who are loaned to borrowing companies

2.2 Platform Services

Our platform provides:

• Worker listing and discovery
• Loan request and matching system
• Time tracking with GPS verification
• Billing and invoicing infrastructure
• Communication tools between parties
• Rating and review system

2.3 What We Are NOT

LoanLabor:

• Is NOT an employer of any workers on the platform
• Is NOT a staffing agency or employment agency
• Does NOT control work assignments or employment relationships
• Does NOT guarantee any specific outcomes or matches
• Does NOT provide legal, financial, or professional advice

2.4 No Employment or Joint Employment

LOANLABOR IS NOT AN EMPLOYER, JOINT EMPLOYER, OR CO-EMPLOYER OF ANY WORKER ON THE PLATFORM.

The lending and hiring companies are the sole employers of record for their workers and are responsible for ALL wages, benefits, payroll tax withholding, and workers' compensation coverage. LoanLabor does not employ, supervise, direct, or control any worker; does not set or pay wages; and is NEVER the counterparty to any loan or hire arranged on the platform. LoanLabor is a software platform and record-keeper only.

2.5 Intermediary Role

We act solely as an intermediary facilitating transactions between independent parties. We do not participate in the actual loan arrangements between companies. Platform records (time entries, invoices, agreements, and signatures) document the parties' own transactions; they do not make LoanLabor a party to those transactions.

3. User Accounts and Registration

3.1 Account Creation

To use our service, you must create an account by providing:

• Accurate and complete company information
• Valid email address
• Secure password
• Any other information required for your user type

3.2 Accuracy

You agree to maintain accurate, current, and complete information in your profile. You must update your information promptly when it changes.

3.3 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized use

3.4 One Account Per Company

Each company may have only one primary account. Multiple user profiles within the same company account are permitted for authorized representatives.

3.5 Verification

We may require you to verify your identity, company registration, licenses, or other credentials before granting access to certain features.

4. User Responsibilities

4.1 Lawful Use

You agree to use the platform only for lawful purposes and in accordance with these Terms.

4.2 Accurate Information

You must provide truthful and accurate information in all communications and transactions on the platform.

4.3 Cooperation

You agree to cooperate with us in investigating any suspected violations of these Terms or unlawful activity.

4.4 Notifications

You agree to receive electronic communications from us, including:

• Service updates and announcements
• Transaction-related notifications
• Support and administrative messages

4.5 Feature Certifications

Each time you use a platform feature — posting a job, requesting or accepting a loan, bidding on or awarding a hire, sending or receiving a payment, leaving a rating or review, or messaging another user — you certify that your use is lawful, truthful, and authorized by your company, and that these Terms apply to that action. Your acceptance of these Terms covers all such features; specific transactions may additionally require their own signed agreements (for example, Worker Loan Agreements and Hire Agreements).

5. Company Obligations

5.1 Lending Companies

If your company loans workers:

• You remain the employer of record of your workers
• You are responsible for all employer obligations (wages, benefits, tax withholding, workers' compensation, insurance)
• You must ensure your workers are qualified and properly licensed
• You must comply with all applicable employment laws

5.2 Borrowing and Hiring Companies

If your company borrows workers or hires another company:

• You are responsible for worksite safety and compliance
• You must provide appropriate supervision and work direction
• You agree to pay fees as specified in your loan or hire agreements
• You must treat borrowed workers professionally and legally
• You do NOT become the employer or joint employer of any borrowed worker

5.3 No Employment Relationship with Platform

Neither lending nor borrowing companies establish any employment relationship with LoanLabor through use of the platform.

6. Worker Obligations

6.1 Profile Accuracy

Workers must maintain accurate profiles reflecting their skills, licenses, and availability.

6.2 Performance

Workers agree to perform their duties professionally and in accordance with the terms of each loan arrangement.

6.3 Compliance

Workers must comply with all applicable laws, regulations, and worksite requirements.

6.4 Time Tracking

Workers must accurately track and report their work hours using the platform.

7. Fees and Payments

7.1 Platform Fees

LoanLabor charges platform fees for its services. Fees are specified in the fee schedule available on the platform and may be:

• Per hour of worker time
• Per transaction
• Subscription-based

7.2 Fee Changes

We may modify our fee structure with reasonable notice to users. Changes apply to new transactions after the effective date.

7.3 Payment Terms

All fees are non-refundable except as expressly stated in these Terms. Payment is due according to the billing cycle specified in your account.

7.4 Taxes

You are responsible for all applicable taxes related to your use of the service, except for taxes on our fees. Each company is responsible for its own tax reporting and any required W-9/1099 filings for its transactions.

7.5 Disputes

Billing disputes must be reported within 30 days. We will investigate in good faith and resolve legitimate disputes.

7.6 Current Fee Schedule

As of this version: (a) same-trade worker loans carry NO LoanLabor platform fee; (b) cross-trade hires carry a platform fee of $5.00 per hour (hourly hires) or $100.00 per job (fixed-price hires); (c) the optional LoanLabor Pro subscription is $349.00 per month and includes a $1,000 hire-fee credit per billing cycle, with optional top-ups adding $1,000 of credit for $199 and a second $1,000 for $99, after which hire fees are covered for the remainder of that cycle. Stripe's card processing fees always apply and are charged by Stripe, not LoanLabor.

7.7 Payment Processing; Merchant of Record

All payments on the platform flow company-to-company through Stripe Connect. The lending or hired company is the merchant of record for the work amount, and LoanLabor deducts only its disclosed platform fee at charge time via Stripe's application-fee mechanism. LOANLABOR NEVER RUNS PAYROLL AND NEVER HOLDS WAGES or other funds belonging to any company or worker. Stripe's own terms govern each company's connected Stripe account.

8. Intellectual Property

8.1 Platform Ownership

The LoanLabor platform, including its software, design, features, and functionality, is owned by us and protected by intellectual property laws.

8.2 Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to use the platform for its intended purpose.

8.3 User Content

You retain ownership of content you submit to the platform. By submitting content, you grant us a license to use, display, and store it for platform operations.

8.4 Restrictions

You may NOT:

• Copy, modify, or distribute the platform
• Reverse engineer or decompile the software
• Remove any intellectual property notices
• Use the platform for any competitive purpose

9. Prohibited Conduct

9.1 You agree NOT to:

• Use the platform for any illegal purpose
• Violate any laws, regulations, or third-party rights
• Impersonate any person or entity
• Submit false or misleading information
• Interfere with the platform's operation
• Attempt to gain unauthorized access to systems
• Use automated systems (bots, scrapers) without permission
• Transmit malware or malicious code
• Harass, harm, or threaten others
• Discriminate based on protected characteristics

9.2 Prohibited Content

You may NOT post or transmit:

• Hate speech or discriminatory content
• Sexually explicit material
• Harassing or threatening content
• Spam or unsolicited advertising
• Malware or viruses
• Content that infringes third-party rights

10. Platform Availability

10.1 No Guarantee

We do not guarantee that the platform will be available at all times. We may suspend service for maintenance, upgrades, or other reasons.

10.2 Notice

We will provide reasonable notice of planned outages when possible.

10.3 Performance

We strive to maintain high availability but do not guarantee uninterrupted or error-free service.

10.4 Beta Service

THE PLATFORM IS OPERATING AS A BETA TEST.

Bugs, errors, outages, and data inaccuracies (including time, fee, and invoice calculations) are LIKELY; features may change or be removed at any time. LoanLabor provides NO service-level agreement or uptime guarantee. You use the platform AT YOUR OWN RISK. Feedback you provide may be used to improve the service.

11. Disclaimers

11.1 No Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING:

• MERCHANTABILITY — The platform may not meet your requirements
• FITNESS FOR A PARTICULAR PURPOSE — The platform may not be suitable for your specific needs
• NON-INFRINGEMENT — The platform may infringe third-party rights
• ACCURACY — Information provided may be inaccurate or incomplete
• SECURITY — The platform may have vulnerabilities

11.2 No Professional Advice

The information on the platform does NOT constitute legal, financial, professional, or employment advice. Consult appropriate professionals for such advice.

11.3 No Guarantee of Outcomes

We do not guarantee:

• Successful matches between parties
• Completion of transactions
• Satisfaction with services rendered
• Accuracy of user-provided information

12. Limitation of Liability

12.1 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING FROM THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM.

12.2 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, OR BUSINESS
• LOSS OF DATA OR BUSINESS INTERRUPTION
• COSTS OF SUBSTITUTE GOODS OR SERVICES
• PERSONAL INJURY OR PROPERTY DAMAGE (except our gross negligence)

12.3 Basis of Bargain

The limitations in this section reflect the allocation of risk between the parties and are a fundamental basis of our agreement.

12.4 Third-Party Services

We are not liable for damages arising from third-party services, even if connected to our platform.

13. Indemnification

13.1 Agreement to Indemnify

You agree to indemnify, defend, and hold harmless LoanLabor, its affiliates, officers, directors, employees, agents, and representatives from and against any claims, liabilities, damages, losses, expenses, and costs (including reasonable attorneys' fees) arising from:

• Your use of the platform
• Your violation of these Terms
• Your company's loan or hire arrangements
• Claims by your employees, workers, or contractors
• Your negligence or willful misconduct
• Infringement of third-party rights by your content or actions

13.2 Control of Defense

We may control the defense and settlement of any claim subject to indemnification, at your expense.

14. Termination

14.1 Your Right to Terminate

You may terminate your account at any time by contacting us or disabling your account.

14.2 Our Right to Terminate

We may suspend or terminate your access to the platform at any time, with or without cause, with or without notice.

14.3 Grounds for Termination

We may terminate immediately for:

• Violation of these Terms
• Fraudulent or dishonest conduct
• Extended non-use of the platform
• Legal or regulatory requirements
• Business decisions

14.4 Effect of Termination

Upon termination:

• Your right to use the platform immediately ceases
• Outstanding fees remain due
• Certain provisions survive (indemnification, liability limitations, etc.)
• Your data will be handled according to the Privacy Policy

15. Dispute Resolution

15.1 Governing Law

These Terms are governed by the laws of the State of Utah, without regard to its conflict of laws principles.

15.2 Venue

Any legal action shall be brought exclusively in the state or federal courts located in Salt Lake County, Utah. You consent to personal jurisdiction in such courts.

15.3 Informal Resolution

Before filing litigation, parties must attempt good faith negotiation for 30 days.

15.4 Mediation

If negotiation fails, parties agree to non-binding mediation with a mutually agreed mediator before proceeding to litigation.

15.5 Class Action Waiver

You agree to resolve disputes on an individual basis and NOT as part of a class action or representative proceeding.

15.6 Arbitration Election

We reserve the right to require arbitration for disputes. If arbitration is required, it shall be conducted in accordance with applicable arbitration rules.

15.7 Attorney's Fees

The prevailing party in any dispute resolution proceeding shall be entitled to recover reasonable attorney's fees and costs.

16. General Provisions

16.1 Entire Agreement

These Terms constitute the entire agreement between you and us regarding the platform.

16.2 Amendments

We may update these Terms periodically. We will notify you of material changes. Continued use after changes constitutes acceptance.

16.3 Severability

If any provision is held invalid, the remaining provisions continue in full force.

16.4 Waiver

Failure to enforce any provision does not constitute a waiver.

16.5 Assignment

You may not assign these Terms without our consent. We may assign these Terms in connection with a merger, acquisition, or sale.

16.6 Relationship of Parties

Nothing in these Terms creates an agency, partnership, or joint venture relationship.

16.7 Force Majeure

We are not liable for failure to perform due to causes beyond our reasonable control.

16.8 Contact Information

Questions about these Terms may be sent to support@loanlabor.com.

27. Electronic Signature Consent (ESIGN/UETA)

27.1 Electronic Transactions

You consent to conducting this transaction electronically, including formation, acceptance, and delivery of documents.

27.2 ESIGN Compliance

Your electronic acceptance — recorded by the LoanLabor platform with company identification, user identification, exact timestamp, IP address, and browser information — constitutes your legal signature with the same effect as a handwritten signature.

27.3 Record Retention

You may retain a copy of these terms. The platform preserves the exact text presented, version identifier, SHA-256 content hash, and all signature metadata.