Contractor Partner Agreement

1. Definitions

For purposes of this Agreement, the following terms shall have the meanings ascribed to them:

2. Profile Approval and Contractor Eligibility

2.1 Approval Required

Otter Quotes reserves the right to review and approve all contractor profiles before granting access to Opportunities or bidding functionality. Approval is not guaranteed. New contractor accounts are placed in a pending status upon registration and remain inactive until Otter Quotes completes its review. Otter Quotes may approve, deny, or request additional information at its sole discretion.

2.2 Licensing and Insurance Requirements

To be eligible for approval and to maintain active status on the Platform, Contractor represents and warrants that it maintains:

• Current, valid professional license(s) required in the jurisdiction(s) where work will be performed;
• Active general liability insurance with minimum coverage of $1,000,000;
• Workers' compensation insurance as required by applicable state law;
• Current proof of bonding or similar financial protection mechanism as required by state law;
• Compliance with all local, state, and federal licensing and regulatory requirements;
• No suspension, revocation, or disciplinary action pending against any professional license.

2.3 Verification and Renewal

Otter Quotes reserves the right to verify all licenses, insurance, and credentials at any time. Contractor agrees to provide current proof of insurance and licensure upon request. Contractor shall notify Otter Quotes immediately of any changes, lapses, or suspensions in licensing or insurance coverage. Failure to maintain current credentials may result in immediate suspension of Platform access.

2.4 Ineligibility

Contractor is ineligible to use the Platform if:

• Contractor has been convicted of fraud, theft, or crimes involving dishonesty;
• Contractor has a pattern of complaints or disciplinary actions with industry regulatory bodies;
• Contractor's license has been revoked or suspended in any jurisdiction;
• Contractor has filed bankruptcy within the past five (5) years;
• Contractor has engaged in prior breach of similar platform agreements or non-solicitation obligations.

2.5 Profile Accuracy

Contractor represents and warrants that all information provided in its profile — including business name, licensing information, insurance certificates, service areas, trade capabilities, and company descriptions — is accurate, complete, and not misleading. Misrepresentation of credentials, capabilities, or company information is grounds for immediate suspension and termination.

3. Platform Access and Account

3.1 Account Creation

Contractor shall create an account on the Platform by providing accurate, complete, and current information. Contractor is responsible for maintaining the confidentiality of account credentials and shall notify Otter Quotes immediately of any unauthorized access.

3.2 Account Security

The Platform uses passwordless authentication via secure email link. Contractor is responsible for maintaining the security of the email address associated with its account and shall notify Otter Quotes immediately of any unauthorized access. Each Contractor account has a primary (master) email address designated by the account owner. Additional authorized users (such as sales managers, production managers, or other employees) may be granted login access through separate email addresses with permissions assigned by the account owner. The account owner retains full control over which email addresses have access and the level of permissions granted to each. Otter Quotes shall not be liable for unauthorized access resulting from Contractor's failure to maintain account security or to manage authorized user permissions.

3.3 Account Suspension and Termination

Otter Quotes may suspend or terminate Contractor's account for violation of this Agreement, failure to maintain required credentials, failure to pay Platform Fees, profile misrepresentation, or engagement in prohibited or fraudulent activities, as further described in Section 13.

3.4 Platform Availability

While Otter Quotes strives to maintain continuous Platform availability, Otter Quotes makes no guarantee regarding uptime or uninterrupted access. Otter Quotes shall not be liable for any losses resulting from Platform outages or interruptions.

4. Opportunity Confidentiality

4.1 Limited Use License

Otter Quotes grants Contractor a limited, non-exclusive license to view and use Opportunity information solely for the purpose of preparing and submitting Bids through the Platform. All Opportunity data remains the exclusive property of Otter Quotes and the respective Homeowners.

4.2 Prohibited Activities

Contractor shall not:

• Share, disclose, or distribute Opportunity information to any third party without written consent;
• Use Opportunity information for any purpose other than submitting a Bid through the Platform;
• Copy, download, or reproduce Opportunity documents except as necessary to prepare a Bid;
• Solicit or contact Homeowners directly using information obtained from an Opportunity;
• Reverse engineer or attempt to identify Homeowners or property information from Opportunities;
• Use Opportunity information to compete with Otter Quotes or its affiliated services.

4.3 Duration

Contractor's confidentiality obligations regarding Opportunity information shall survive termination of this Agreement and continue for as long as the information remains non-public.

4.4 Enforcement

Contractor acknowledges that breach of confidentiality obligations may cause irreparable harm to Otter Quotes and Homeowners, for which monetary damages may be insufficient. Otter Quotes shall be entitled to seek injunctive relief in addition to all other legal remedies.

5. Bid Submission Process

5.1 Bid Components

All Bids submitted through the Platform must include the information requested by the Otter Quotes bid form.

5.2 Bid Accuracy and Binding Effect

Contractor represents and warrants that all information submitted in a Bid is accurate, complete, and truthful. By executing this Agreement, Contractor unequivocally agrees to be bound by the terms of each Bid it submits through the Platform. Bids are binding proposals. When a Homeowner selects a Contractor's Bid, the Contractor is obligated to execute a Contract with the Homeowner at the stated price and terms, subject to Contractor's standard contract template.

5.3 Contractor's Own Agreement

Each Contractor uploads its own contract template to the Platform and is responsible for reviewing and approving the template before it is presented to any Homeowner. The Platform auto-populates the Contractor's uploaded contract template with project-specific details. Once a Homeowner selects a Contractor's Bid, the Contract is distributed to both the Contractor and the Homeowner for signature. In compliance with IC 24-5-11, the Contractor signs first, followed by the Homeowner. Contractor is responsible for ensuring that its uploaded contract template contains all terms required by applicable law, including a complete description of work, start and completion dates, total price, and any other elements required by the jurisdiction where the work will be performed.

5.4 Auto-Bid

Contractors may enable Auto-Bid functionality through their Platform settings. When enabled, the Platform will automatically generate and submit Bids on the Contractor's behalf for Opportunities matching the Contractor's configured preferences (funding type, trade, and job type). Auto-Bids are submitted at the insurance estimate RCV amount (for insurance projects) or at the Contractor's pre-configured pricing. Auto-Bids are binding proposals and subject to all the same terms as manually submitted Bids.

For all Bids — whether manually submitted or generated via Auto-Bid — the Contract is not signed at the time of bid submission. The signing process is initiated only after a Homeowner selects a Contractor's Bid, at which point the Contract is distributed to both parties for signature as described in Section 5.3.

5.5 Fee Disclosure

The Platform Fee applicable to each Bid is displayed to the Contractor at the time of bid submission. The Platform Fee is a separate charge to the Contractor and is not deducted from the contract price paid by the Homeowner to the Contractor.

5.6 Bid Selection

Homeowners have sole discretion in selecting which Contractor's Bid to accept. Once a Homeowner selects a Bid, the Contract is distributed to both the Contractor and the Homeowner for signature in the order described in Section 5.3 and Section 9.4. Otter Quotes does not guarantee that any submitted Bid will be selected. Rejection of a Bid does not constitute grounds for dispute or complaint.

6. Platform Fee Structure

6.1 Per-Job Fee Framework

The Platform Fee for each Job is the dollar amount displayed to Contractor on the bid submission interface immediately before Contractor submits a Bid. By submitting a Bid, Contractor irrevocably agrees to pay the Platform Fee displayed for that Job at the time of submission if the Homeowner selects Contractor's Bid. The Platform Fee is determined by Otter Quotes and may vary by Job type, trade, contract value, or other factors at Otter Quotes's sole discretion. No fixed fee percentage or rate is established by this Agreement.

6.2 Fee Trigger

Platform Fee is charged to Contractor's payment method on file when the Homeowner has signed Contractor's contract. Contractor will not receive Homeowner contact information, project documentation, or any personally identifiable information about the Homeowner until the Platform Fee has been successfully collected.

6.3 Fee Schedule

The fee for each project will be visible to Contractor at the time Contractor submits the bid for each project. By submitting each bid, Contractor is agreeing to pay the fee for that project if the Homeowner selects Contractor's bid.

6.4 No Refunds

All Platform Fees are non-refundable once the Contract between Contractor and Homeowner has been fully executed, except as required by law or in cases of documented platform error. If a project is canceled after contract execution, fee refund eligibility shall be determined on a case-by-case basis by Otter Quotes.

7. Payment Terms

7.1 Payment Method Required

Contractor must maintain a valid payment method on file with Otter Quotes at all times. Payment methods are securely stored through Stripe, Otter Quotes's payment processor. Contractor may update their payment method through the Platform settings at any time. Contractor will not be eligible to receive Opportunities or submit Bids without a valid payment method on file.

7.2 Automatic Charging

Platform Fees are charged automatically to Contractor's payment method on file when the Homeowner has signed the Contractor's contract. By accepting this Agreement, Contractor authorizes Otter Quotes to charge the designated payment method for all Platform Fees as they become due.

7.3 Failed Payments and Dunning

If an automatic charge fails after Contract execution, Otter Quotes will initiate the following collection process:

• (a) Next Business Day Warning: At 8:00 AM local time on the next business day, Contractor will receive notice that Otter Quotes will inform the Homeowner of the payment failure at 10:00 AM that day and offer the Homeowner the option to select a different contractor.
• (b) Homeowner Notification and Election: At 10:00 AM local time on the next business day, Otter Quotes will notify the Homeowner that the Contractor's payment method has been declined and offer the Homeowner the option to (i) proceed with the Contractor or (ii) select a different contractor.
• (c) Contractor Liability: If the Homeowner elects to proceed with the Contractor despite the payment failure, Contractor shall be liable for (i) all Platform Fees due, (ii) a $250.00 nonpayment processing fee, and (iii) all reasonable attorney's fees and costs incurred by Otter Quotes in collecting amounts due under this Agreement.
• (d) Project Reassignment: If the Homeowner elects to select a different contractor, the project will be reassigned and the Contractor will forfeit the opportunity and will not be charged.

7.4 Late Payment Fees

If payment is not received within the dunning period described above, Contractor shall be charged a late payment fee of 1.5% per month (or the highest rate permitted by law, whichever is less) on the unpaid balance, calculated from the original charge date.

7.5 Disputes

Contractor must notify Otter Quotes in writing of any fee calculation disputes within fifteen (15) days of the charge date. Disputes raised after this fifteen-day window shall be deemed waived. Otter Quotes shall investigate disputed fees and respond within ten (10) business days.

7.6 Tax Responsibility

Contractor is solely responsible for all taxes — including income tax, self-employment tax, and any applicable sales or use tax — on revenue Contractor earns under Contracts originated through the Platform. Contractor is also solely responsible for any taxes applicable to Platform Fees Contractor pays to Otter Quotes. Otter Quotes is not a party to the homeowner-contractor Contract, does not receive or disburse payments between Contractor and Homeowner, and shall not withhold, calculate, or remit any taxes on Contractor's behalf. Contractor agrees to provide tax documentation to Otter Quotes upon reasonable request.

7.7 W-9 Requirement for Commission Payments

Any referral partner who participates in Otter Quotes's referral program and is eligible to receive commission payments must provide a completed IRS Form W-9 prior to receiving any commission disbursement. Commission payments will be withheld until a valid W-9 is on file. Otter Quotes is required by law to collect taxpayer identification information from any partner who receives $600 or more in referral commissions during a calendar year and will issue a Form 1099-MISC for qualifying payments. Partners may submit their W-9 through their partner dashboard at any time. Failure to submit a W-9 will result in commissions being held indefinitely; Otter Quotes assumes no liability for delayed payments resulting from a partner's failure to provide required tax documentation.

7.8 Multiple Payment Methods

Contractor is strongly encouraged to maintain at least two (2) valid payment methods on file. Otter Quotes supports bank account (ACH) transfers and credit/debit card payments. ACH transfers incur no additional processing fee. Credit and debit card payments are subject to a processing fee equal to the applicable Stripe transaction fee (currently 2.9% + $0.30 per transaction), which will be added to the Platform Fee at the time of charge. Maintaining a backup payment method reduces the risk of payment failure and the collection process described in Section 7.3.

7.9 Collection Costs

In the event Otter Quotes is required to take any action to collect amounts due under this Agreement, including but not limited to engaging collection agencies or initiating legal proceedings, Contractor shall be responsible for all reasonable costs of collection, including attorney's fees, court costs, and collection agency fees, in addition to the outstanding balance and any applicable nonpayment processing fees.

7.10 Commission Approval Process

Commission payments — including referral commissions and recruit bonuses — are subject to Otter Quotes' internal approval process. All commissions enter a pending approval state upon the qualifying job event and are typically approved and processed within five (5) business days. Otter Quotes reserves the right to review, defer, or reject any commission payment for legitimate business reasons, including but not limited to suspected fraud, agreement violations, or billing disputes. Rejected commissions are deferred and may be resubmitted for approval upon resolution of the underlying issue; they are not permanently voided unless the underlying referral relationship is terminated. Partners will be notified of any action taken on their pending commissions through their registered email address.

8. Contractor Obligations

8.1 Quality of Work

Contractor warrants that all work performed pursuant to a Contract shall be completed in a professional, workmanlike manner in compliance with applicable building codes, industry standards, and manufacturer specifications. All work shall be warranted for a minimum of one (1) year against defects in workmanship unless a longer warranty is specified in the Contractor's Bid or Contract.

8.2 Timely Completion

Contractor shall complete all work within the timeline specified in the Contract. If timeline delays are anticipated, Contractor shall notify the Homeowner and Otter Quotes promptly.

8.3 Insurance and Licensing Compliance

Contractor shall maintain current insurance, licensing, and bonding throughout the term of this Agreement and shall provide proof upon request. Contractor shall comply with all applicable licensing laws and shall not permit unlicensed individuals to perform licensed work.

8.4 Complaint Response

Contractor shall respond to any complaints or inquiries from Homeowners or Otter Quotes within forty-eight (48) hours. Contractor shall cooperate fully in resolving disputes and shall make good-faith efforts to remedy any deficiencies identified by Homeowners.

8.5 Legal Compliance

Contractor shall comply with all applicable federal, state, and local laws, including but not limited to building codes, labor laws, environmental regulations, and tax laws. Contractor shall not engage in any illegal activity or activity that violates the terms of this Agreement.

8.6 Records and Documentation

Contractor shall maintain detailed records of all work performed, including photographs, invoices, material receipts, and correspondence with Homeowners. Contractor shall make such records available to Otter Quotes upon request for purposes of dispute resolution or quality assurance.

8.7 Communication

Contractor shall maintain professional communication with Homeowners throughout the duration of each project. Contractor shall provide regular updates on project progress and shall respond promptly to questions or concerns.

9. IC 24-5-11 Compliance (Indiana Home Improvement Contracts)

9.1 Applicability

Contractor acknowledges that Indiana Code § 24-5-11 ("IC 24-5-11") governs home improvement contracts in the State of Indiana, and that Contracts facilitated through the Platform for Indiana properties must comply with this statute.

9.2 Otter Quotes's Compliance Addendum

Otter Quotes automatically appends to every Contract facilitated through the Platform for Indiana properties a compliance addendum containing: (a) the three-day right-to-cancel notice required by IC 24-5-11-7, and (b) a detachable cancellation form as required by IC 24-5-11-8. Contractor acknowledges and agrees that this addendum will be attached to all Contracts executed through the Platform.

9.3 Contractor's Responsibility

While Otter Quotes provides the cancellation notice and right-to-cancel form, Contractor remains responsible for ensuring that its uploaded contract template contains all other elements required by IC 24-5-11, including but not limited to:

• A description of the work to be performed and the materials to be used (IC 24-5-11-4(1));
• The agreed-upon start date and completion date (IC 24-5-11-4(2));
• The total price of the home improvement, including all costs (IC 24-5-11-4(3));
• A statement of any warranty or guarantee (IC 24-5-11-4(4));
• Any other terms required by the statute or its amendments.

9.4 Contractor Signing Order

Once a Homeowner selects a Contractor's Bid, the Contract is distributed to both parties for signature. In compliance with IC 24-5-11, the Contractor signs first, followed by the Homeowner. This ensures the Homeowner's three-day right-to-cancel period begins upon the Homeowner's execution of the Contract, as required by statute. The Contract is not signed at the time of bid submission.

9.5 Compliance for Other Jurisdictions

For projects outside Indiana, Contractor is solely responsible for ensuring that its contract template complies with all applicable state and local laws governing home improvement contracts. Otter Quotes may, but is not obligated to, provide jurisdiction-specific compliance addenda for states other than Indiana.

10. Prohibited Conduct

10.1 Deductible Rebating

Contractor shall not pay, waive, rebate, or otherwise absorb all or any portion of a Homeowner's insurance deductible. Under Indiana law (IC 24-5-11-10.5), it is unlawful for a contractor to pay or rebate a Homeowner's deductible as an inducement to enter into a home improvement contract. Violation of this provision is grounds for immediate termination and may expose Contractor to statutory penalties.

10.2 Pre-Contract Contact

Contractor shall not contact, solicit, or communicate with any Homeowner outside the Platform prior to the full execution of the Contract between Contractor and Homeowner. All pre-contract communication must occur through the Otter Quotes Platform. After the Contract is fully executed, Contractor may communicate directly with the Homeowner as necessary for project performance.

10.3 Misrepresentation

Contractor shall not misrepresent its credentials, experience, licensing status, insurance coverage, service area, or any other material fact on its Platform profile, in Bids, or in communications with Homeowners.

10.4 Platform Manipulation

Contractor shall not engage in any activity intended to manipulate the bidding process, artificially inflate or deflate bid prices, collude with other Contractors, or otherwise undermine the integrity of the Platform.

10.5 Circumvention

Contractor shall not attempt to circumvent the Platform Fee by directing Homeowners to execute agreements outside the Platform, adjusting contract prices after selection to reduce the fee basis, or any other method designed to avoid payment of Platform Fees owed.

11. Otter Quotes Obligations

11.1 Opportunity Accuracy

Otter Quotes shall use reasonable efforts to ensure that Opportunity information is accurate and complete. However, Otter Quotes does not warrant the accuracy of all information contained in Opportunities, as such information is provided by or on behalf of Homeowners and may include AI-parsed insurance estimate data. Contractor should conduct independent verification as needed.

11.2 Platform Maintenance

Otter Quotes shall use commercially reasonable efforts to maintain the Platform in a secure, functional condition. Otter Quotes shall address critical technical issues promptly but makes no guarantee regarding uptime or availability.

11.3 Dispute Facilitation

Otter Quotes may provide reasonable facilitation for resolution of disputes between Contractors and Homeowners, including communication and information gathering. However, Otter Quotes assumes no obligation to force resolution or to compel either party to accept a particular outcome.

11.4 Not a Party to the Contract

Otter Quotes is not a party to the Contract between Contractor and Homeowner. Otter Quotes's role is limited to facilitating the connection, bidding process, and electronic execution of the Contract. Otter Quotes does not guarantee the Homeowner's performance, creditworthiness, or ability to pay. Contractor assumes all risk associated with the contractual relationship with the Homeowner.

11.5 No Representation or Warranty

Except as expressly stated in this Agreement, Otter Quotes makes no representations or warranties regarding the Platform, Opportunities, or anticipated project volume. Contractor accepts the Platform on an "as-is" basis and assumes all risk of use.

12. Non-Solicitation

12.1 Platform Exclusivity

During the term of this Agreement and for a period of twelve (12) months following any termination, Contractor shall not:

• Solicit, contact, or attempt to contract directly with any Homeowner whose Opportunity has been viewed by Contractor through the Platform;
• Use information from an Opportunity to identify or locate Homeowners for direct contracting;
• Offer to perform work for an Opportunity at a different price or terms outside of the Platform;
• Disparage or undermine the Platform or encourage Homeowners to bypass the Platform.

12.2 Duration

The non-solicitation restrictions shall apply for a period of twelve (12) months following termination of this Agreement. Following expiration of this twelve-month period, Contractor may solicit Homeowners directly, provided that all information learned through the Platform during the agreement term has been deleted or destroyed.

12.3 Consequences

Breach of non-solicitation obligations may result in significant damages to Otter Quotes's business relationships and revenue model. In addition to all legal remedies, Otter Quotes reserves the right to pursue injunctive relief, liquidated damages, and recovery of attorney's fees for breach of this section.

13. Termination and Suspension

13.1 Termination by Contractor

Contractor may terminate this Agreement at any time by providing written notice to Otter Quotes. Termination shall be effective thirty (30) days after written notice is received, provided that Contractor remains bound by all obligations relating to pending or in-progress projects and outstanding Platform Fees.

13.2 Termination by Otter Quotes Without Cause

Otter Quotes may terminate this Agreement without cause by providing thirty (30) days' written notice to Contractor.

13.3 Termination for Cause

Otter Quotes may immediately terminate this Agreement for cause upon written notice if:

• Contractor materially breaches the terms of this Agreement and fails to cure within ten (10) days of written notice;
• Contractor loses required licensing, insurance, or bonding;
• Contractor engages in fraud or dishonest conduct;
• Contractor violates confidentiality or non-solicitation obligations;
• Contractor receives multiple complaints from Homeowners regarding quality, professionalism, or conduct;
• Contractor fails to pay Platform Fees when due;
• Contractor engages in any Prohibited Conduct described in Section 10;
• Contractor's actions violate applicable law or regulatory requirements.

13.4 Automatic Suspension

Otter Quotes may automatically suspend Contractor's account, without prior notice, under any of the following circumstances:

• Payment failure: If a Platform Fee charge fails and is not resolved within the dunning period described in Section 7.3;
• Profile misrepresentation: If Otter Quotes discovers that Contractor's profile contains materially inaccurate or misleading information;
• Credential lapse: If Contractor's licensing or insurance expires or is suspended;
• Agreement violation: If Contractor violates any material term of this Agreement.

During suspension, Contractor shall not have access to Opportunities, shall not be able to submit Bids, and existing Bids may be withdrawn at Otter Quotes's discretion. Suspension may be lifted at Otter Quotes's sole discretion upon resolution of the underlying issue.

13.5 Effect of Termination

Upon termination, Contractor's right to access the Platform, submit Bids, and receive Opportunities shall immediately cease. Contractor remains liable for all Platform Fees owing at the time of termination. Contractor shall return or destroy all Opportunity materials and shall cease any use of Platform information.

13.6 Survival

The following sections shall survive any termination of this Agreement: Section 4 (Opportunity Confidentiality), Section 9 (IC 24-5-11 Compliance), Section 10 (Prohibited Conduct), Section 12 (Non-Solicitation), Section 14 (Limitation of Liability), Section 15 (Indemnification), Section 16 (Governing Law), and Section 17 (Dispute Resolution).

14. Limitation of Liability

14.1 Disclaimer

IN NO EVENT SHALL OTTERQUOTE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF OTTERQUOTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Cap on Liability

OTTERQUOTE'S TOTAL LIABILITY TO CONTRACTOR FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR THE PERFORMANCE OF SERVICES SHALL NOT EXCEED THE TOTAL PLATFORM FEES PAID BY CONTRACTOR DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

14.3 Excluded Damages

OTTERQUOTE SHALL NOT BE LIABLE FOR: (A) LOSS OF ANTICIPATED PROFITS OR BUSINESS; (B) LOSS OF USE, DATA, OR GOODWILL; (C) BUSINESS INTERRUPTION; (D) FAILURE TO RECEIVE OPPORTUNITIES OR BIDS; OR (E) ANY OTHER INDIRECT OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT OTTERQUOTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.4 Contractor Responsibility

Contractor assumes all risk associated with use of the Platform and acceptance of projects. Contractor is responsible for evaluating the feasibility, profitability, and risk profile of each project. Otter Quotes makes no guarantees regarding project volume, project profitability, or Homeowner creditworthiness.

14.5 Insurance as Primary

Contractor's insurance policies shall be the primary source of recovery for any loss arising from Contractor's performance of work or interaction with Homeowners. Otter Quotes's liability limitations shall not be construed to eliminate coverage otherwise provided by Contractor's insurance.

15. Indemnification

15.1 Contractor Indemnification

Contractor shall defend, indemnify, and hold harmless Otter Quotes, Stellar Edge Services, LLC, its members, officers, employees, and agents from any and all claims, damages, liabilities, and expenses (including reasonable attorney's fees) arising from or related to:

• Contractor's performance or failure to perform work under a Contract;
• Contractor's violation of applicable law or regulatory requirements, including IC 24-5-11;
• Personal injury or property damage caused by Contractor's work or negligence;
• Contractor's breach of this Agreement or misuse of Platform information;
• Contractor's infringement of third-party intellectual property rights;
• Disputes, claims, or complaints arising from Contractor's interaction with Homeowners;
• Contractor's violation of confidentiality or non-solicitation obligations;
• Contractor's failure to include required statutory language in its contract template.

15.2 Otter Quotes Indemnification

Otter Quotes shall defend, indemnify, and hold harmless Contractor from claims arising solely from Otter Quotes's use of Contractor's business name, logo, or testimonials in marketing materials, provided that such use is accurate and does not misrepresent Contractor's involvement.

15.3 Insurance as Primary

Contractor's indemnification obligation shall be secondary to coverage provided by Contractor's liability insurance. Contractor shall ensure that all insurance policies include Otter Quotes as an additional insured and shall provide certificates of insurance as requested.

16. Governing Law

16.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflict of laws principles.

16.2 Venue

Any legal action or proceeding arising from or relating to this Agreement shall be brought exclusively in the state or federal courts located in Indianapolis, Marion County, Indiana. Contractor consents to the jurisdiction and venue of such courts and waives any objection based on improper venue or inconvenient forum.

16.3 Jury Trial Waiver

EACH PARTY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING FROM OR RELATING TO THIS AGREEMENT. EACH PARTY EXPRESSLY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.

17. Dispute Resolution

17.1 Informal Resolution

Prior to initiating formal dispute resolution, the parties shall make good-faith efforts to resolve disputes through informal negotiation. Either party may initiate this process by providing written notice describing the dispute. The parties shall meet or communicate within ten (10) days of such notice to attempt resolution.

17.2 Mediation

If informal negotiation fails, either party may initiate non-binding mediation. The parties shall submit the dispute to mediation with a mutually agreeable mediator or through JAMS (Judicial Arbitration and Mediation Services) in Indianapolis, Indiana. Each party shall bear its own costs and shall share the mediator's fees equally.

17.3 JAMS Arbitration

If mediation fails, the dispute shall be resolved by binding arbitration in Indianapolis, Indiana under the JAMS Comprehensive Arbitration Rules and Procedures. The arbitration shall be governed by the following provisions:

• A single arbitrator shall be selected in accordance with JAMS rules;
• The arbitrator shall have authority to award all remedies available at law or in equity;
• The arbitration hearing shall be conducted in Indianapolis, Indiana;
• The prevailing party shall be entitled to recover reasonable attorney's fees and costs;
• The arbitrator's decision shall be final and binding and may be enforced in any court of competent jurisdiction.

17.4 Costs

Each party shall bear its own attorney's fees and costs, except as awarded by the mediator, arbitrator, or court. JAMS filing fees and arbitrator compensation shall be divided equally between the parties unless the arbitrator determines that one party's position was substantially unreasonable.

17.5 Exceptions to Arbitration

Notwithstanding the above, either party may seek injunctive or equitable relief in court without submitting to arbitration if the dispute involves:

• Alleged breach of confidentiality or non-solicitation obligations;
• Alleged infringement of intellectual property rights;
• Alleged fraud or criminal conduct.

17.6 Class Action Waiver

CONTRACTOR WAIVES THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING AGAINST OTTERQUOTE. ALL DISPUTES SHALL BE RESOLVED INDIVIDUALLY, AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONSOLIDATE CLAIMS OF MULTIPLE PARTIES OR TO AWARD RELIEF ON A CLASS-WIDE BASIS.

18. Modifications

18.1 Changes to Terms

Otter Quotes reserves the right to modify this Agreement upon thirty (30) days' written notice to Contractor. Material changes will be communicated via email and an in-platform notification. Changes shall apply to new Opportunities posted after the effective date of the modification.

18.2 Acceptance of Changes

Contractor's continued use of the Platform following the effective date of any changes shall constitute acceptance of the modified terms. If Contractor does not accept the changes, Contractor may terminate this Agreement in accordance with Section 13.

18.3 Platform Policy Changes

Otter Quotes may modify Platform policies, procedures, and features at any time. Such modifications shall be binding on Contractor as they are incorporated into the Platform's operation. Material changes to Platform policies will be communicated to Contractors in advance when practicable.

19. Entire Agreement and Severability

19.1 Entire Agreement

This Agreement, including all exhibits and incorporated documents, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior negotiations, representations, and agreements, whether written or oral.

19.2 No Additional Representations

Contractor acknowledges that it has not relied upon any representations, warranties, or agreements other than those expressly set forth in this Agreement. Otter Quotes disclaims all implied warranties, including merchantability and fitness for a particular purpose.

19.3 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed, and the remaining provisions shall remain in full force and effect. If a provision is partially invalid, the valid portion shall be enforced to the maximum extent permitted by law.

19.4 Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. No waiver shall be effective unless made in writing and signed by the party against whom it is sought to be enforced.

19.5 Successors and Assigns

This Agreement shall bind and inure to the benefit of the parties andThis Agreement shall bind and inure to the benefit of the parties and their respective heirs, successors, and permitted assigns. Otter Quotes may assign this Agreement and its rights hereunder to any successor entity or in connection with any merger, acquisition, or sale of all or substantially all of Otter Quotes's assets, without Contractor's consent. Contractor may not assign this Agreement or any rights or obligations hereunder without Otter Quotes's prior written consent, and any purported assignment in violation of this Section shall be void.

19.6 Electronic Signature and Consent (E-SIGN Act)

By executing this Agreement electronically, Contractor acknowledges and agrees that: (1) Contractor has read and understands this Agreement in its entirety; (2) Contractor has the legal capacity and authority to enter into this Agreement on behalf of the contracting business entity identified above; (3) Contractor's electronic signature constitutes a legally binding signature under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.) and the Indiana Uniform Electronic Transactions Act (IC § 26-2-8 et seq.); (4) Contractor consents to receive all notices, disclosures, and communications in electronic form; and (5) Contractor has the ability to access, receive, and retain electronic records and has taken any necessary steps to enable electronic access at the time of signing.