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Draft for counsel review — not yet published as the active legal document.

Contractor Network Agreement

Sterling Authority Last updated: [Date TBD] Effective date: [Date TBD]

1. Introduction

This Contractor Network Agreement ("Agreement") is a legal agreement between you ("Contractor," "you," or "your") and Sterling Authority ("Sterling Authority," "we," "us," or "our") governing your application to, and participation in, the Sterling Authority contractor network and related platform services (the "Network" and "Services").

By applying to the Network, accepting placement, accessing the contractor dashboard, responding to opportunities, or otherwise participating in the Network, you agree to this Agreement.

This Agreement works together with our Terms of Service and Privacy Policy. If there is a conflict between this Agreement and the Terms of Service on a matter specific to contractor network participation, this Agreement controls for that matter unless counsel advises otherwise.

Please read this Agreement carefully. It defines the relationship between Sterling Authority and participating contractors, including important limitations on our role and your responsibilities.

2. Platform Role

Sterling Authority operates a contractor network, referral, matching, and routing platform. We help connect homeowners who submit service requests with independent contractors who participate in the Network.

Sterling Authority:

  • Does not perform home services
  • Does not employ contractors
  • Does not supervise on-site work or project execution
  • Does not set your pricing, methods, crew, schedule, or business operations
  • Does not guarantee leads, jobs, revenue, or business results
  • Is not a party to any agreement between you and a homeowner for home services

Your relationship with homeowners is separate from your relationship with Sterling Authority.

3. Independent Contractor Relationship

You participate in the Network as an independent business and independent contractor.

Nothing in this Agreement creates an employment, agency, partnership, franchise, or joint venture relationship between you and Sterling Authority. You are not our employee, agent, representative, or partner.

You are solely responsible for:

  • How you perform your work
  • Your pricing, estimates, contracts, and invoices
  • Your employees, subcontractors, and workers
  • Your tools, equipment, vehicles, and materials
  • Your taxes, remittances, and business registrations
  • Your licensing, permits, insurance, and WSIB coverage where applicable
  • Your compliance with applicable laws, codes, and industry standards

Sterling Authority does not withhold taxes, provide benefits, or supervise your day-to-day business operations.

You have no authority to bind Sterling Authority, and Sterling Authority has no authority to bind you in contracts with homeowners.

4. Application and Network Admission

4.1 Application process

To participate in the Network, you may submit an application through Sterling Authority's contractor application process. You agree to provide accurate and complete information, including business, contact, service, and self-reported compliance information.

4.2 Application review

Sterling Authority may review applications using submitted information and internal operational criteria. Review may result in approval, waitlisting, rejection, or a request for additional information.

Application review means review for network participation only. It does not mean Sterling Authority has:

  • Verified your licence, insurance, WSIB status, or background
  • Endorsed your skills, safety record, or suitability
  • Guaranteed that you will receive opportunities
  • Assumed responsibility for your work

Compliance information you provide in your application is self-reported by you unless Sterling Authority expressly states otherwise in writing through a verified program that actually exists and is in operation.

4.3 Approval, placement, and access

If you are approved, Sterling Authority may place you in the Network based on market, service, zone, capacity, and operational factors. Approval and placement provide access to Network routing and related platform tools. They do not create employment, exclusivity, or guaranteed work.

Sterling Authority may limit the number of contractors in a service area or zone.

5. Toronto Market Placement

Contractor placement in the Toronto network is generally organized around:

  • A primary service
  • A specific zone or geographic placement area
  • Limited contractor positions per zone and service
  • Zone-based routing and rotation rules

This placement model is designed for controlled placement, routing clarity, and capped network participation.

5.1 Market changes

Sterling Authority may add, modify, pause, or discontinue markets, zones, services, routing rules, or placement models at any time.

6. Network Participation and Routing

6.1 How opportunities may be offered

Sterling Authority uses platform rules to route homeowner requests and offer opportunities to contractors in the Network. Depending on the market and workflow, this may include:

  • Rotation-based offers within a zone or service area
  • Response windows for offer replies
  • Sequential offers to other contractors if no timely response is received
  • Acceptance workflows through dashboard, email, SMS, or other platform channels
  • Fallback routing to nearby areas if no contractor in the primary area responds

These processes describe how the platform operates. They are not guarantees that you will receive any opportunity, that a homeowner will hire you, or that a job will result in revenue.

6.2 No guarantee of leads, jobs, or revenue

You acknowledge and agree that:

  • Sterling Authority does not guarantee any number of leads, offers, jobs, contacts, conversions, or earnings
  • Opportunity volume depends on demand, market activity, your placement, response behavior, platform rules, and other factors outside Sterling Authority's control
  • A homeowner request may not result in a paying job
  • Competing contractors in the Network may receive opportunities instead of you
  • Platform rules may change without guaranteeing continued access or results

Any references to "exclusive," "controlled," "protected," or "one contractor at a time" routing describe platform mechanics, not a promise of income or job outcomes.

6.3 Platform discretion

Sterling Authority may offer, withhold, reassign, pause, or change routing of opportunities in its discretion to operate the Network, maintain fairness, manage capacity, or address operational issues.

7. Contractor Obligations

While participating in the Network, you agree to:

7.1 Accurate information

Maintain accurate business, contact, service, and placement information in the Network and notify Sterling Authority of material changes.

7.2 Legal and regulatory compliance

Comply with all applicable laws, regulations, licensing requirements, permit rules, building codes, safety standards, consumer protection rules, and tax obligations that apply to your business and services.

You are solely responsible for determining which licences, permits, registrations, and insurance are required for your work.

7.3 Professional conduct

Communicate professionally with homeowners and Sterling Authority, perform services you accept in a competent and lawful manner, and do not engage in fraud, misrepresentation, harassment, or abusive conduct.

7.4 Network response standards

Where Sterling Authority publishes or communicates network response standards, you agree to use reasonable efforts to follow them. For example, operational materials may describe expectations such as:

  • Responding to offers within a stated response window
  • Contacting a homeowner within a stated period after accepting an opportunity
  • Maintaining accurate availability and business information

These standards are Network rules and business expectations, not employment duties, and they do not create a guarantee to homeowners or to you about timing, outcomes, or platform liability.

Failure to follow network standards may affect your participation in the Network.

7.5 Dashboard and platform use

Use contractor dashboard tools, offer workflows, and communications channels only as intended. Do not misuse platform access, attempt to bypass routing rules, or interfere with Network operations.

7.6 No misrepresentation of Sterling Authority

You may not represent yourself as an employee, agent, partner, or authorized representative of Sterling Authority, or suggest that Sterling Authority guarantees your work, licensing, insurance, or qualifications.

8. Homeowner Information

8.1 When you may receive homeowner information

If you are offered or accept an opportunity through the Network, Sterling Authority may provide you with homeowner contact details and job information needed for you to evaluate and respond to the request. In current platform workflows, detailed homeowner contact information may be provided after you accept an opportunity, consistent with the routing process.

8.2 Permitted use

You may use homeowner information received through the Network only to:

  • Evaluate the specific opportunity
  • Contact the homeowner about that request
  • Perform services you agree to provide with that homeowner

You may not use homeowner information for unrelated marketing, resale, list building, or off-platform lead brokering.

8.3 Privacy and confidentiality

You are responsible for handling homeowner information in compliance with applicable privacy laws, including PIPEDA where applicable.

You agree to:

  • Protect homeowner information from unauthorized access or disclosure
  • Use it only for legitimate business purposes related to the opportunity
  • Not share it with third parties except as needed to perform the work and in compliance with law

Sterling Authority's Privacy Policy describes how we collect and share information. Your obligations as a recipient of homeowner information are separate from Sterling Authority's platform privacy practices.

8.4 Direct homeowner relationship

Your communications, quotes, contracts, payments, warranties, and disputes with homeowners are between you and the homeowner. Sterling Authority is not responsible for your use of homeowner information after it is provided to you.

9. Communications

Sterling Authority may communicate with you by email, SMS, phone, dashboard notifications, or other methods using contact information you provide.

9.1 Operational communications

You agree that Sterling Authority may send operational communications related to your application, placement, offers, dashboard activity, support, billing notices, and Network changes.

9.2 SMS

If SMS features are used, you acknowledge that job-related text messages may be sent to the phone number associated with your account or application. Additional SMS consent and CASL requirements may apply and may be presented separately where required by law.

Reply instructions, frequency expectations, and opt-out mechanisms will be provided where required.

9.3 Accurate contact details

You are responsible for keeping your email address, phone number, and other contact information current.

10. Fees and Billing Framework

Sterling Authority may offer paid network participation in the Toronto market.

10.1 Current commercial framework

Based on Sterling Authority's current business model:

  • Network participation may use a subscription model, not pay-per-lead pricing
  • In the Toronto market, subscription pricing may vary by zone tier
  • Billing may begin after your first billable homeowner opportunity is received, as disclosed in operational materials

Specific prices, billing timing, payment methods, renewal terms, taxes, refunds, and cancellation rules will be disclosed to you before charges apply, through checkout flows, billing notices, or supplemental billing terms.

10.2 Payment integration status

At the time of this draft, full public payment collection and automated billing may not yet be active for all contractors. No charges apply to you until Sterling Authority clearly discloses applicable fees and you accept them through the relevant billing process.

10.3 Fees relate to platform access, not guaranteed results

Any fees you pay Sterling Authority are for network participation and platform services. Fees do not purchase guaranteed leads, jobs, revenue, or outcomes.

Failure to pay applicable fees when due may result in suspension or removal from the Network.

11. Acceptable Conduct and Prohibited Activities

You agree not to:

  • Submit false or misleading application or business information
  • Misrepresent your licence, insurance, qualifications, or affiliation with Sterling Authority
  • Circumvent platform routing, offer, or acceptance workflows
  • Solicit homeowners for unrelated services using information obtained through the Network
  • Resell, broker, or mass-distribute homeowner information obtained through the Network
  • Accept opportunities you do not intend to respond to in good faith
  • Engage in harassment, discrimination, unlawful conduct, or unsafe practices
  • Use the Network to compete with Sterling Authority through abusive or deceptive means
  • Interfere with other contractors' participation or platform operations

Sterling Authority may investigate suspected violations and take action it considers appropriate.

12. Suspension and Removal

Sterling Authority may suspend, restrict, or remove you from the Network at any time, with or without notice, if we reasonably believe:

  • You violated this Agreement, the Terms of Service, or applicable law
  • You provided false or misleading information
  • Your conduct creates risk, harm, complaints, or legal exposure
  • Your participation is no longer suitable for Network operations
  • You failed to pay applicable fees when due
  • Market capacity, routing, or business reasons require changes to participation

Suspension or removal may include loss of dashboard access, offer eligibility, and placement.

You may stop participating in the Network at any time by notifying Sterling Authority, subject to any billing or operational obligations that already apply.

Sections that by their nature should survive termination will survive, including independent contractor status, homeowner information obligations, indemnification, disclaimers, and limitation of liability.

13. Platform Disputes

If you have a concern about Network operations, routing, communications, billing, or platform access, you may contact support@sterlingauthority.com.

Sterling Authority may maintain internal processes for certain contractor platform issues. Any remedies Sterling Authority may offer through those processes, if available, relate to platform participation only — such as subscription credits, billing corrections, or policy explanations — and do not include cash settlements, off-platform payment remedies, or guarantees about job outcomes.

Sterling Authority is not responsible for resolving disputes between you and homeowners about workmanship, pricing, refunds, property damage, delays, or service performance. Those disputes are between you and the homeowner.

14. Representations and Warranties

You represent and warrant that:

  • You are a legally operating business or sole operator authorized to perform the services you offer
  • Information you provide to Sterling Authority is accurate to the best of your knowledge
  • You hold, and will maintain, all licences, permits, insurance, and registrations required by law for your services, or you will not accept opportunities requiring credentials you do not hold
  • You will comply with this Agreement and applicable law
  • You have authority to enter into this Agreement

Sterling Authority does not verify these representations unless expressly stated otherwise through a verified program in operation.

15. Disclaimers

THE NETWORK AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

To the fullest extent permitted by applicable law, Sterling Authority disclaims all warranties, representations, and guarantees regarding:

  • The number, quality, timing, or profitability of opportunities
  • Homeowner intent, budget, readiness to hire, or conversion into paid work
  • Platform uptime, routing outcomes, or error-free operation
  • Any implied endorsement of your business

Sterling Authority does not guarantee that participation in the Network will produce any particular business result.

16. Limitation of Liability

To the fullest extent permitted by applicable law:

Sterling Authority will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost business, or lost opportunities, arising out of or related to this Agreement or your Network participation.

Sterling Authority will not be liable for acts or omissions of homeowners or other contractors.

Sterling Authority's total aggregate liability arising out of or relating to this Agreement will not exceed the greater of:

  • CAD $100, or
  • The total amount you paid directly to Sterling Authority for Network participation in the twelve (12) months before the event giving rise to the claim

Some jurisdictions do not allow certain limitations. In those cases, liability will be limited to the maximum extent permitted by law.

17. Indemnification

You agree to defend, indemnify, and hold harmless Sterling Authority and its operators, affiliates, and personnel from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

  • Your business operations or home services
  • Your breach of this Agreement or applicable law
  • Your interactions with homeowners or other users
  • Your use of homeowner information
  • Any injury, property damage, regulatory violation, licensing issue, or contract dispute arising from your work

18. Changes to This Agreement

Sterling Authority may update this Agreement from time to time. When we do, we will post the updated Agreement and update the "Last updated" and "Effective date" at the top.

If changes are material, we may require renewed acceptance before continued Network participation.

Your continued participation after the effective date of an updated Agreement constitutes acceptance, except where applicable law or the update process requires separate consent.

Published versions may be tracked through Sterling Authority's legal document registry for compliance purposes.

19. Governing Law

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles.

You agree that the courts located in Ontario, Canada will have exclusive jurisdiction over disputes arising out of or relating to this Agreement, except where applicable law provides otherwise.

20. General Terms

Entire agreement. This Agreement, together with the Terms of Service, Privacy Policy, and any accepted billing or supplemental terms, forms the agreement between you and Sterling Authority regarding Network participation, subject to counsel's final document structure.

Severability. If any provision is invalid or unenforceable, the remaining provisions remain in effect.

No waiver. Failure to enforce a provision is not a waiver.

Assignment. You may not assign this Agreement without our prior written consent. We may assign this Agreement in connection with a business transaction.

Contact. Questions about this Agreement may be sent to support@sterlingauthority.com.

Mailing address: [Registered mailing address TBD]