Service Provider Agreement

1. Agreement to Merchant Terms & Digital Platform Autonomy

This Service Provider Agreement (“Merchant Agreement”) constitutes a legally binding contract between you, whether as an individual sole proprietor, LLC, corporation, or partnership (“Provider,” “Merchant,” “you”), and Cloudcraft LLC., doing business as Prolocaler (“Prolocaler,” “we,” “us,” or “our”). By registering as a Provider, onboarding via Stripe Connect, creating service listings, or accepting booking appointments on the Prolocaler platform, you represent that you have the legal authority to bind your business and agree to comply strictly with this Agreement.

2. Financial Terms, Fee Schedules & Minimum Deposit ($20.00 Rule)

Prolocaler facilitates customer appointment booking deposits and payment collection through third-party financial infrastructure. By utilizing the platform, you agree to the following financial model:

• 5% Platform Facilitation Fee: Prolocaler charges a five percent (5.0%) service fee calculated on the gross customer appointment deposit. This fee is automatically deducted from the transaction upon processing.
• Third-Party Payment Processing Pass-Through (2.9% + $0.30): Credit and debit card payment processing fees assessed by our payment gateway partner, Stripe, Inc. (standard rate of 2.9% plus $0.30 per transaction, subject to change by Stripe), are passed through directly to the Merchant and deducted from the gross booking amount.
• Mandatory Minimum Deposit of $20.00: To protect Merchant payout margins from being disproportionately eroded by the fixed $0.30 processing cost, all booking deposits created on Prolocaler must be at least twenty United States Dollars ($20.00 USD). Merchants may establish any deposit amount or full-service price at or above this $20.00 minimum threshold.
• Net-of-Fee Payout Settlement: All disbursements deposited to your linked bank account will be settled net of both the 5% platform fee and the 2.9% + $0.30 processing fee. For example, on a $100.00 booking deposit, Prolocaler retains $5.00, Stripe deducts $3.20, and the Merchant receives a net payout of $91.80.

3. Escrow, Completion-Based Disbursements & Dispute Liabilities

To protect marketplace integrity and safeguard customer payments, funds are handled under strict disbursement and escrow parameters:

• Escrow Hold Until Service Completion: Booking deposit funds collected from customers are held securely in your connected merchant account and scheduled for release only upon verified completion of the booked service appointment. In the event of service abandonment or unexcused no-show, funds remain subject to full customer refund.
• Chargeback & Dispute Liability: If a customer initiates a payment dispute, credit card chargeback, or fraud inquiry through their card issuer, the Merchant is solely responsible for the disputed amount and the associated chargeback processing fee (currently $15.00 per dispute assessed by Stripe). These charges will be deducted from the Merchant's balance or subsequent payouts.
• Platform Fee Non-Refundability on Cancellations: If an appointment is canceled or refunded due to customer or merchant circumstances, Prolocaler retains its 5% platform fee to defray non-recoverable payment processing and administrative allocation costs.

4. Tax Compliance, W-9 & IRS Form 1099-K Reporting

Because Prolocaler acts as a Third-Party Settlement Organization (TPSO) and payment intermediary:

• Tax Obligations: You are solely responsible for calculating, reporting, and remitting all federal, state, and local income taxes, self-employment taxes, and occupational licensing fees associated with gross revenues received through Prolocaler.
• Form 1099-K & W-9 Verification: You agree to provide a valid Employer Identification Number (EIN) or Social Security Number (SSN) and completed W-9 verification through the Stripe Connect onboarding workflow. In compliance with IRS reporting regulations, Stripe Connect will issue an annual Form 1099-K for accounts that meet or exceed the statutory gross reporting threshold ($600.00 annual gross sales).
• New Jersey Marketplace Facilitator Sales Tax: In accordance with New Jersey Division of Taxation rules, Prolocaler acts as a Marketplace Facilitator. Where taxable retail services are transacted, Prolocaler will calculate, collect, and remit applicable New Jersey State Sales Tax (6.625%) directly to the State of New Jersey.

5. Baseline Business Compliance & Low-Risk Tier Requirements

For general and low-risk marketplace categories (including Events & Entertainment, Home Care & Smart Setup, and Electronics/Appliance Repair), Merchants must maintain baseline standards before activating public service listings:

• Valid Business Entity: Merchant must operate under a valid legal entity, LLC, corporation, or registered trade name / DBA matching their verified Stripe Connect onboarding credentials.
• Municipal Permits: Merchant warrants holding all standard municipal, county, and township licenses required to conduct commercial operations in their service territories.
• Commercial General Liability Coverage: Merchant must maintain active Commercial General Liability insurance (recommended minimum coverage of $500,000 per occurrence) to protect against accidental customer property damage or on-site mishaps.

6. Statutory Warranties for Regulated Verticals (New Jersey Focus)

If a Merchant lists or performs services falling under state-regulated trades or professions, Merchant expressly warrants ongoing compliance with applicable statutory frameworks:

7. Verification, Right to Audit & Automated Expiration Triggers

To protect consumers and comply with state oversight registries:

• Verification Rights: Prolocaler reserves the right, but not the obligation, to verify Merchant licenses, registration standing, and insurance policies with the New Jersey Division of Consumer Affairs or other regulatory registries at any time.
• 24-Hour Notice of Adverse Action: Merchant must notify Prolocaler in writing at contactus@prolocaler.com within twenty-four (24) hours of any suspension, revocation, lapse, non-renewal, or formal disciplinary sanction affecting its professional licenses or insurance.
• Automated Expiration “Time-Bomb” Policy:
  • T-30 Days: Automated system notification sent to Provider to initiate license or insurance renewal upload.
  • T-7 Days: Urgent high-priority warning issued regarding imminent credential expiration.
  • T-0 Days (Day of Expiration): Automatic status update to Suspended Credentials, instantly blocking new customer bookings and placing an automatic payout hold via Stripe Connect until renewed credentials are reviewed and approved.

8. Property Damage, Workmanship & Full Indemnification

The Merchant assumes exclusive, sole legal and financial responsibility for all services rendered to Customers:

• Exclusive Liability: Merchant is solely responsible for any property damage, physical injury, vehicle damage, bodily harm, or economic loss caused by the Merchant, its employees, agents, or tools during the provision of services.
• Comprehensive Indemnification: Merchant agrees to defend, indemnify, and hold harmless Cloudcraft LLC, its affiliates, directors, officers, employees, and marketplace agents from and against any and all claims, liabilities, statutory penalties, lawsuits, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Merchant’s performance or non-performance of booked services; (b) any defect, damage, or harm resulting from Merchant’s work; (c) any violation of the New Jersey Consumer Fraud Act or other state/federal consumer statutes; or (d) Merchant’s breach of any warranty in this Agreement.

9. Quality Standards, Punctuality & Anti-Discrimination

Merchants are expected to uphold the highest standard of professional conduct:

• Accurate Listings: Services, pricing, scope of work, and turnaround times must be represented truthfully without misleading claims or deceptive pricing practices.
• Punctuality & Reliability: Confirmed appointments are firm commitments. Unexcused no-shows, chronic tardiness, or arbitrary cancellations undermine marketplace reputation and will result in listing penalties or account termination.

10. Non-Circumvention & Marketplace Integrity

Prolocaler makes substantial technological and marketing investments to attract Customers and connect them with verified local businesses. You agree not to solicit, induce, or encourage any Customer first introduced to you through the Prolocaler platform to book, contract, or execute off-platform transactions for the purpose of circumventing platform facilitation fees. Any intentional diversion of bookings constitutes a material breach entitling Prolocaler to immediate account termination and reimbursement of lost platform fees.

11. Suspension, Payout Holds & Account Termination

Prolocaler reserves the right, in its reasonable discretion, to immediately suspend, restrict, or terminate your Provider profile, listing visibility, and access to the platform for any of the following grounds:

• Failure to maintain required state licenses, municipal permits, or active general liability insurance.
• Multiple unresolved customer complaints, low average service ratings, or unexcused appointment no-shows.
• Suspected fraudulent activities, payment disputes, or breach of this Agreement.
• Any conduct that presents an immediate safety risk to customers or damage to the platform’s reputation.

12. Governing Law, Binding Arbitration & Legal Notices

This Provider Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, United States, with respect to corporate governance, and the statutory laws of the State of New Jersey regarding in-state operational, trade licensing, and consumer protection mandates. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved through final and binding arbitration administered in accordance with the American Arbitration Association (AAA) rules, and both parties waive any right to participate in class action litigation.