VENDOR AGREEMENT
Version 1.0 
This Agreement is hereby entered into by TDOOZ, LLC, “TDOOZ,” and you the, “Vendor,” and for the express purpose of providing services in accordance with the terms and conditions as set forth herein. 
 
I.          Purpose                             
            TDOOZ has certain relationships, contracts, and subscriptions with subscribing members (“Customers”) of TDOOZ’S business. TDOOZ and Vendor desire to enter a contractual relationship wherein the Vendor shall provide services (“Services”), as outlined below and in accordance with the “Scope of Engagement,” for TDOOZ Customers during the Term of this Agreement. 
 
II.         Scope of Engagement
            The Vendor shall arrive at the Customer’s residence or commercial location on the date and at the time that Customer scheduled the requested Service.  These services shall be completed on the date and time that the Member requests and according to the availability that Vendor agrees to at the time of scheduling.
TDOOZ shall retain ownership of all subscriptions, one-time services and Customer relationships and information.  All Customer relationships are between TDOOZ and Customer and Vendor operates as a third party, independent contractor only.  Vendor has no and will assert no ownership over the Customers, Customer information, Customer relationship, or Customer services to be provided.  If Vendor, it’s employees or agents attempts, actively courts, markets to, or independently contracts, schedules or performs services with Customer outside of accepting work as an independent contractor through the TDOOZ Vendor platform, Vendor will be in immediate breach of this Agreement and TDOOZ reserves the right to immediately terminate this Agreement.
Vendor shall provide Services to Customers as scheduled, in keeping with the Terms of this Agreement, unless otherwise specified, and with the exception of agreed upon dates and times that Vendor has notified TDOOZ of its unavailability.  Notification to TDOOZ shall only be valid through the Vendor’s admin portal on the TDOOZ website.  Vendor will be able to select days, times and zip codes for service with that admin portal. 
This Agreement shall terminate upon a) Vendor violating the terms to this Agreement, at which time the Agreement shall be cancelled immediately at TDOOZ’s sole discretion, b) Vendor failing to agree to future, amended or adjusted “Vendor Agreements” that supersede this Agreement, or c) Either party to this Agreement giving two (2) weeks’ notice in writing to the other of its desire to terminate the Agreement.  Vendor shall provide Services for the two weeks leading up to the termination date.  If Vendor chooses to terminate the Agreement prior to the two weeks’ notice of termination, Vendor shall pay TDOOZ two times the Customer’s price of each service appointment that is already scheduled with Vendor at that time.  TDOOZ reserves the right to withhold payment to Vendor on previously completed services performed by Vendor to compensate TDOOZ in this instance as well.

            Vendor will be required to display on their vehicles a banner, sticker or other adhered identification, signifying that they are an authorized vendor of TDOOZ.  This identification device will be provided by TDOOZ and may be changed from time to time, at the sole discretion of TDOOZ.  If such a change occurs, Vendor will be provided a new identification device.  Removal of this identification by Vendor or failure to display shall amount to a breach of this Agreement.


            Below is a listing of services that may be scheduled through TDOOZ.  These descriptions are intended to be a basic description and in no way represent an exhaustive list of duties and responsibilities of the Vendor.  All typical, customary responsibilities of the trade, service or occupation that a Vendor performing this service would typically provide, shall be provided by Vendor as part of this agreement and are included by reference here.  The general Scope (“Scope of Engagement”) of the Vendor’s services shall be described as follows:
 
1.    Pest control
a.    Exterior services provided every 2 months, or upon request if a one-time service only is contracted. This includes the full exterior walls of each structure on the property, sprayed in accordance with industry best practices as well as the full exterior boundary wall of the property on the customers side of the wall. Web removal and sticky traps are utilized when needed. Interior services shall be provided upon customer request.
2.    Weed Control
a.    Exterior services provided every 2 months, or upon request if a one-time service only is contracted.  Spraying the non-turf, non-hardscape areas with an herbicide to help to kill weeds and help prevent weed growth.  Also perform spot treatment for weeds present in hardscape areas.  Vendor shall utilize industry standard herbicides and not spray dwellings or sensitive areas of the property.
3.    Window Washing
a.    Vendors will clean the window exterior, or both exterior and interior, depending on what is ordered.  Vendor shall not damage the existing windows in any way and remove all dirt and debris from glass as is typical in the industry.
4.    Pool Cleaning
a.    Vendors will clean the pool weekly.  Chemicals will be charged separately as needed.
5.    Vehicle Detail
a.    Vendor shall perform a full exterior and interior clean.  This includes treating, plastics, mats, seats, and wheels.
6.    Pressure Washing
a.    Vendor will utilize a pressure washer to clean dirt and grime off of the home and/or driveway, depending on what is contracted.
7.    Trash Can Cleaning
a.    Vendor will utilize the latest in steam, pressure washing and cleaning technology to get the cans as clean as possible every time they are serviced. Services shall be provided as a one-time service, or in accordance with the cadence Customers contracted.
8.    Pet Waste
a.    Vendors will clean-up all of the dog poop in the yard and perform said service in accordance with the timing and cadence requested by Customer.
9.    Softener Salt
a.    Vendor will deliver and refill the water softener salt brine tank.  The salt provided with match the customer request or pellets, crystals or potassium.  Vendor will dispose of the empty bags.  Services shall be provided every 2 months, or upon request if a one-time service only is contracted.
10. House Cleaning
a.    Vendors will provide a safe and effective cleaning prosses to each room that is contracted for service.  This includes vacuuming all carpets, mopping hard floor surfaces and dusting and wiping all counter and table surfaces.  They will use their own equipment and cleaning supplies and haul off any trash they create.
11. HVAC Filter Replacement
a.    Every 2 months Vendor will deliver and replace the air filters in customer’s entire home.  Vendor will install a filter of MERV 8 or better.  Vendor will clean the air register of any dirt on the outside of the grate and on the inside of the vent and dispose of the used air filters in customer’s trash.
12. Christmas Lights
a.    Vendor will install, take down and store Customers C9 Christmas lights.
13. Smoke Detector
a.    Vendor will deliver and replace Customer’s smoke detector batteries in your entire home every 6 months, or as a one-time service, depending on what was scheduled by Customer.
14. Landscape Care
a.    Vendor will provide basic landscape and lawn care for the Customer.  Where applicable, mow lawns, trim bushes, cleanup and haul off yard waste.
15. Carpet Cleaning
a.    Vendor will use eco-friendly and pet and family friendly cleaning techniques to remove the stains, dirt and filth from Customer’s carpets to the best of their ability, within the standards and practices or what is possible in the carpet cleaning industry.
16. Light Bulbs
a.    Vendor will replace Customer’s burnt-out BR30 light bulbs per the quantity ordered, in the areas requested by the Customer.


III.        Fee Schedule
            TDOOZ will pay Vendor 15 days after the service has been performed and completed, in accordance with this Agreement and the services that Vendor is contracted to perform per the Customer’s service request.  Each payment will be made separately for each individual service appointment provided to a TDOOZ Customer.  Vendor shall be paid 80% of the total payment made by the Customer to TDOOZ and this payment will be made by means of Direct Deposit, Wire, ACH, check or any other legal and lawful means as determined by TDOOZ in its sole discretion. This payment represents the full and final amount due to the Vendor for their performance of the specific service agreed upon.
 
IV.       Warranties
            The Vendor represents that they have the requisite expertise and knowledge to perform and deliver in accordance with the terms and conditions of this Agreement. The Vendor warrants all goods and services, as outlined herein, for their implied warranty of merchantability and for express warranty of fitness for a particular purpose. Vendor also warrants to TDOOZ that it will provide workmanlike performance in accordance with industry standards.
            TDOOZ disclaims any warranties, implied or express, to the fullest extent of the law. TDOOZ disclaims any expertise or knowledge of the Vendor’s services or deliverable goods and represents that all decisions requiring such are the sole responsibility of the Vendor. 
 
V.        Compliance
            The Vendor represents that all delivered goods and/or Services will be undertaken and performed in a manner compliant with all federal, state, and local laws and ordinances. This provision extends to the acquisition and use of any and all applicable insurance, permits or licenses necessary for Vendor to fulfill their obligations under this Agreement.
            TDOOZ expressly disclaims any knowledge of the legalities, permit or license requirements, or the like in the fulfillment of the Vendor’s obligations. TDOOZ shall not partake, advise, or consult on the requirements of the legalities of the Vendor’s performance under this Agreement.
 
VI.       Insurance Coverage
Vendor bears the risk of loss for any and all incidental or other damages which may arise as a result of preparing to perform or performing their obligations under this Agreement. Vendor represents that they have the necessary insurance coverage to protect against any loss or damage which may result by performing these obligations. Vendor shall provide proof of insurance and licensing to TDOOZ at least seven (7) days prior to fulfilling any services as part of this Agreement and within thirty (30) days of signing this Agreement.
 
VII.      Assignment
            Vendor is not permitted to assign or in any way transfer the rights or relationship extended in this Agreement to any third party without prior written agreement signed by TDOOZ. Any assignment shall be deemed void and without effect and shall render this Agreement invalid.
 
VIII.     Indemnity
Vendor shall fully defend, release, indemnify and hold TDOOZ, its officers, owners, personnel and employees harmless from any and all claims, lawsuits, demands, causes of action, liability, loss, damage and/or injury of any kind whatsoever to person, property or assets (including without limitation all claims for monetary loss, property damage, equitable relief, personal injury and/or wrongful death), whether brought by an individual or other entity, or imposed by a court of law or by administrative action of any federal, state, or local governmental body or agency, arising out of, in any way whatsoever, any warranty claims, acts, omissions, negligence, or willful misconduct on the part of the Customer, Vendor, other third-party vendors, affiliates, contractors, professionals, employees and service providers who perform services, attempt to perform services, or who in any way are present on the Customer’s property or person, as a result of scheduling, ordering or contracting services to be rendered through the TDOOZ app, website, or in other like manner.  This indemnification applies to and includes without limitation, that payment of all penalties, fines, judgments, awards, decrees, attorneys’ fees, and related costs or expenses, and any reimbursements to TDOOZ, its officers, owners, personnel and employees for all legal fees, expenses, and costs incurred by it.
 
IX.       Entire Agreement
            This Agreement, including the addendums referenced herein and attached hereto, constitutes the entire Agreement between the Parties. No communications, representations, or statements made prior to or contemporaneously with this Agreement shall be deemed effective.
            Modifications or later Agreements shall be deemed effective only if they are expressly conveyed in writing and signed by both Parties.  Additional versions of this Agreement shall be amended, and Vendor will be obligated to agree to future versions to continue as an approved Vendor with TDOOZ.  Failure to agree to future versions within 3 business days of TDOOZ posting on the admin portal shall result in immediate termination and cancelation of this Agreement.
 
X.        Governing Law
            This Agreement and any dispute arising under or relating to it will be governed under the laws of the State of Utah. Both Parties expressly consent to the personal jurisdiction of the state and federal courts of Utah and to the Fifth District Court within the State of Utah. The Parties further agree that these courts shall have exclusive jurisdiction over any such action or proceeding.
 
XI.       Severability
            If for any reason any competent court with jurisdiction deems that any provision within this Agreement is void, invalid, or ineffective, the remaining provisions shall continue with full force and effect.
 
XII.      Authority
            The Parties represent, covenant, and acknowledge that each has full authority and capacity to enter into this Agreement and uphold the terms and conditions stated herein. 
I have read, understood, and hereby accept all terms and conditions as set forth in this Agreement.