TotalHome Builder Partner Agreement

Draft v0.1, October 17, 2026. Between TotalHome Inc. and a Builder or remodeler company that services homes through TotalHome. Accepted by an authorized person of the Builder by checkbox at sign-up (or signed, for a negotiated version).

1. Who this agreement is between

This Builder Partner Agreement ("Agreement") is between TotalHome Inc., a Delaware corporation ("TotalHome," "we"), and the company named in its sign-up ("Builder," "you"). It includes the TotalHome Terms and Conditions, the Privacy Policy, and the program settings shown in your Builder portal (together, the "Program Settings"). If they conflict, this Agreement controls.

The person accepting confirms they are authorized to bind the Builder.

2. The relationship

• You are an independent contractor. Nothing in this Agreement makes you TotalHome's employee, agent, franchisee, joint venturer or partner in the legal sense. "Partner" is a business name only.
• You decide how to do the work, and you hire, pay, supervise and are responsible for your Technicians and staff.
• Your area is non-exclusive unless a signed addendum gives you an exclusive territory.
• Your status starts as Pending. You can't activate a Homeowner until TotalHome has approved your company and you've accepted this Agreement.

3. What you provide

3.1 Licenses (your responsibility)

You will hold and keep current every license, registration, certification, bond and permit needed for the work you perform, including any specialty trade you choose to do in-house. TotalHome does not verify licenses; you confirm in the portal that you are properly licensed. You'll tell us within 5 business days if a license lapses, is suspended or is revoked, and you'll stop that work until it's restored.

3.2 Insurance

While this Agreement is in effect, you will carry at least:

Your general liability policy will name TotalHome Inc. as an additional insured. You'll upload certificates in the portal and keep them current.

3.3 Your team

• Every person you send into a home must be your employee or properly engaged contractor, trained for the work, and identified in the app.
• Background checks: before any person enters a Homeowner's home, you will run a criminal background check permitted by law and will not send anyone whose history makes them unsuitable for in-home work. [RECOMMENDED; CONFIRM]
• You are responsible for your team's wages, taxes, benefits, workers' compensation and compliance with employment laws.
• Equipment: you provide vehicles, tools, safety equipment and the starting truck stock for each Technician you add. [Karl, Oct 17: the Builder pays a new Technician's first truck stock.]

4. How you serve Homeowners

• Do the planned work on each home's approved plan, in a professional, safe and workmanlike way, using the service standards in the TotalHome catalog.
• Use the app for the record: confirm your Technicians' weeks, record arrival, completed and moved tasks, photos and notes in the app. These records are how Homeowners see the work, how charges are supported, and how disputes are won.
• Scheduling rules: follow the scheduling rules in the Program Settings, including booked windows, and for a "can't get in" visit, arrive within the window, call or text from the app, and wait at least 15 minutes.
• Fix it free: if work wasn't done properly, return and correct it at no charge to the Homeowner or TotalHome.
• Respond quickly to Homeowner issues and TotalHome requests, within [2] business days.
• Protect access codes and homes: use door and lockbox codes only for the booked visit, never share or copy them, and secure the home when you leave.
• Communicate professionally. Homeowner screens show your company's co-branded name.
• Everything through TotalHome: quote, schedule, approve and get paid for maintenance work for TotalHome Homeowners only through the Platform, not by side deals, cash or separate invoices.
• Missed-visit charges: you may set your missed-visit charge between 0 and 8 Service Units (TotalHome sets the default), and your Builder Admin may waive any charge. You won't charge a Homeowner any fee outside the Platform.

5. Prices

• Your rate. You set your labor rate and costs in the portal, within TotalHome's guardrails. A rate change goes through the portal's change request and takes effect only after TotalHome approves it. Approved plans keep the price they were approved at.
• The Homeowner's price. TotalHome sets Homeowner prices, terms and policies. The price is your protected cost plus TotalHome's margin (price = your cost / (1 minus the margin)). Current margins are in the Program Settings (today 10% on labor and parts, and [20]% on Vendor-quoted work). TotalHome may change margins for new plans with 30 days' notice.
• You won't quote or promise Homeowners prices, discounts or terms that aren't in the Platform.

6. How you get paid

• Your share. When a home's plan is activated, the platform records your share of that home's price (your rate for the work, the cost portion of supplies, and any share of Vendor-quoted work). That share is fixed for the plan's term. For Vendor-quoted work, your share is [50]% of TotalHome's margin dollars on that job.
• Paid on collections. You're paid your share of payments actually collected from Homeowners. If a Homeowner doesn't pay, there is nothing to share for that payment.
• Monthly payout. On the 5th of each month, TotalHome sends one transfer to your payout account for your share of payments collected through the 4th (Pacific time). Anything collected after that is included the next month. If funds aren't yet available on the 5th, we'll send the payout as soon as they are.
• Statements. Each payout has a statement in your portal (Payouts page), with a downloadable CSV showing every Homeowner payment, refund and adjustment.
• Errors. Tell us about any error in a payout within 60 days of its statement. We'll correct overpayments and underpayments on a later payout.
• No minimum and no hold for new Builders, except as Section 8 allows.

7. Your payout account

• Payouts are made through TotalHome's payment processor, Stripe. You'll set up your payout account in the portal and accept the Stripe Connected Account Agreement (which includes the Stripe Services Agreement), as updated by Stripe from time to time.
• You'll give accurate and complete information about your company, owners and bank account, keep it current, and respond to identity and compliance requests from TotalHome or Stripe promptly. You authorize TotalHome to share your information with Stripe and to receive information from Stripe about your account.
• You confirm your business is legitimate, complies with the law, and is not a restricted or prohibited business under Stripe's rules, and that you and your owners are not on any sanctions list.

8. Refunds, chargebacks, setoff and holds

TotalHome is the seller of record for Homeowner payments and is responsible to the payment processor for refunds and chargebacks. So:

• Refunds. TotalHome decides and approves every refund. You may ask for one; you may not issue one. If a refund relates to your services, your share of the refunded amount comes back to TotalHome.
• Chargebacks. If a Homeowner disputes a charge with their bank, you'll provide evidence (service records, photos, arrival and completion times, messages and anything else we ask for) within 5 business days of our request. If the dispute is lost because of your work, your conduct, or because you didn't provide evidence on time, you bear your share of the disputed amount and the processor's dispute fee.
• Setoff. TotalHome may deduct any amount you owe under this Agreement (refunds, lost disputes, dispute fees, overpayments, and losses under Section 9) from any payout to you, unpaid or future. If payouts don't cover it within [60] days, we'll invoice you and you'll pay within 30 days. We may also charge a payment method you keep on file.
• Holds. TotalHome may hold all or part of a payout while: a refund request or dispute about your services is open; we're reviewing possible fraud or a serious breach; the payment processor requires a hold; or this Agreement is ending (see Section 13). We'll tell you about the hold and the reason when we're allowed to, and release what isn't needed once the issue is resolved.

9. Fraud and misconduct

You are responsible for all losses, refunds, chargebacks, fines, fees and costs caused by fraud, theft or intentional misconduct by you or your owners, staff, Technicians or contractors. This includes recording work that wasn't done, false photos or times, misuse of access codes, and taking payments outside the Platform. TotalHome may suspend your account immediately and recover these amounts under Section 8.

10. Fees

• Platform fee: none today. TotalHome may introduce a platform fee or change fees with 60 days' written notice; you may end this Agreement before it takes effect. [OPEN: amount and structure, Spec Suite open item C2.]
• Payment processing and fraud screening fees: paid by TotalHome today. [OPEN for Chris: whether fraud screening fees (about $0.05 per payment and $1.00 per payout account) pass through to Builders.]

11. Homeowners, data and confidentiality

• Homeowners are TotalHome customers. Each Homeowner account, home profile (Digital Twin), plan, work history and payment relationship belongs to TotalHome and stays with TotalHome if you leave.
• Your existing clients. Homeowners you bring to TotalHome stay TotalHome customers for maintenance. You may keep doing construction and remodeling work for anyone, including them.
• Use of data. You may use Homeowner information only to serve those Homeowners through TotalHome. You won't export, copy, sell or use it for other marketing, and you'll follow our Privacy Policy, privacy and data security laws, and any security rules in the Program Settings.
• Security. Keep your logins private, give access only to people who need it, remove access when someone leaves, and tell us within 24 hours of any suspected breach.
• Confidential information. Each of us will keep the other's non-public information (including TotalHome's pricing methods, catalog, software, Homeowner data and business plans, and your costs and rates) confidential and use it only for this Agreement, during the Agreement and for 3 years after (Homeowner data and trade secrets, for as long as they stay confidential).
• Major Project leads. When TotalHome passes you a larger project lead (for example, a remodel), that project is between you and the Homeowner directly, outside the Platform. You are solely responsible for it, including the contract, permits, payment and warranty.

12. Protecting the program

During this Agreement and for 12 months after it ends, you will not, directly or through anyone else:

• offer or provide recurring home maintenance or subscription services to any Homeowner you served or were introduced to through TotalHome, other than through TotalHome;
• encourage any Homeowner, Builder Partner, Vendor or TotalHome employee to stop using or working with TotalHome;
• copy the Platform or use TotalHome's confidential information to build, operate or help a competing home maintenance platform (Terms and Conditions, Section 5).

This doesn't limit construction or remodeling work, or Homeowners who contact you on their own after they've left TotalHome. You agree these limits are reasonable to protect TotalHome's customers and investment. [Attorney: check enforceability under Washington's noncompetition law, RCW 49.62, and state law where the Builder operates.]

13. Term and ending

• Term. One year from acceptance, renewing automatically for one-year terms.
• Ending for convenience. Either of us may end this Agreement with 90 days' written notice.
• Ending for cause. Either of us may end it with 30 days' notice if the other materially breaches it and doesn't fix it within that time. TotalHome may suspend or end it immediately for fraud, a safety risk to Homeowners, loss of a required license or insurance, or a payment processor requirement.
• Transition. During the notice period, you'll keep serving your Homeowners and help move them to another Builder (records, keys, and schedules). Your Homeowners will be reassigned by TotalHome, and your co-branding is removed.
• Final payouts. We'll pay your share of amounts collected through the end date. We may keep a reserve of up to [the last 3 months of your share] for [120] days after the end date to cover refunds and disputes, then pay you the remainder with a final statement.
• Sections 6 (for amounts earned), 8, 9, 11, 12, 14, 15 and 16 continue after this Agreement ends.

14. Responsibility for claims

• You will defend and pay for claims, losses and costs (including reasonable legal fees) against TotalHome arising from: your work or your team's conduct; bodily injury or property damage you cause; your licensing, insurance, employment, tax or legal compliance; your breach of this Agreement; or your fraud or misconduct.
• TotalHome will defend and pay for claims against you that the Platform software, as provided by TotalHome, infringes someone's intellectual property.
• The one asking for protection must tell the other promptly and cooperate.

15. Limits on liability

Except for amounts owed under Sections 8, 9 and 14, breaches of Sections 11 or 12, or fraud or gross negligence: neither of us is liable to the other for indirect, consequential or lost-profit damages; and TotalHome's total liability under this Agreement is limited to the amounts TotalHome kept from your Homeowners' payments (its margin) in the 12 months before the claim.

16. General terms

• Taxes. You're responsible for your own taxes. The payment processor may send you a tax form for payouts. TotalHome collects and pays sales tax on Homeowner charges where it applies. [CONFIRM with the CPA.]
• Co-branding. You allow TotalHome to show your company name and logo to your Homeowners and in the Platform. TotalHome allows you to say you are a TotalHome Builder Partner and to use its name and logo under its brand guidelines. Both permissions end when this Agreement ends.
• Changes. TotalHome may update this Agreement and the Program Settings with 30 days' notice in the portal (60 days for fees). If you don't agree, you may end the Agreement before the change takes effect.
• Disputes. Washington law governs. We'll first try to resolve a dispute through senior people for 30 days. Then it goes to binding arbitration under the AAA Commercial Arbitration Rules in Seattle, Washington, except that either of us may go to court for an injunction to protect confidential information, intellectual property or Section 12.
• Notices go to the email on your account and to TotalHome at legal@totalhomecorp.com, 20912 NE 117th Street, Redmond, WA 98053.
• Assignment. You may not transfer this Agreement without our written consent, including through a sale of your company. We may transfer it in a merger, acquisition or sale of assets.
• Whole agreement. This Agreement (with the documents in Section 1 and any signed addendum) is the whole agreement on this subject. If a part is invalid, the rest still applies.
• Electronic acceptance. Checking the box is a binding electronic signature. TotalHome keeps a record of the version, the person, the time, and the IP address and device.