Independent Contractor Referral Agreement

1. Parties and Purpose

This Independent Contractor Referral Agreement ("Agreement") is entered into between ZT Nation LLC, a Wyoming series limited liability company ("ZT Nation" or "Company"), and the Service Provider ("you," "Contractor," or "Service Provider") who registers on the ZT Nation platform.

Purpose: ZT Nation operates a technology platform that refers customers seeking home and other services to independent, state-compliant service professionals. This Agreement governs the referral relationship between ZT Nation and the Service Provider. This is NOT an employment agreement, subcontractor agreement, or agency agreement.

2. Nature of Relationship

2.2 ZT Nation's Role

ZT Nation's sole role is to operate a technology platform that facilitates referrals between customers and independent service providers via ZT Smart Match™. ZT Nation does not provide, perform, supervise, direct, or control any home services, construction work, or any other services.

2.3 No Exclusivity

This Agreement is non-exclusive. Contractor is free to: (a) provide services to any customer, whether or not referred through the Platform; (b) work with competing platforms, referral services, or lead generation services; (c) advertise and market Contractor's own business independently; and (d) maintain Contractor's own customer relationships outside the Platform. ZT Nation will not penalize Contractor for working with competitors or declining referrals.

2.4 No Control Over Work

ZT Nation does not and shall not:

• Direct, control, or supervise the manner, method, or means by which Contractor performs services.
• Set or require specific work schedules, hours, or availability.
• Require Contractor to use specific tools, equipment, materials, or techniques.
• Require Contractor to attend mandatory training on how to perform services (optional educational resources may be offered).
• Set or approve the prices Contractor charges customers.
• Require Contractor to wear uniforms, display ZT Nation branding, or represent themselves as ZT Nation employees.
• Evaluate Contractor's work performance using employer-style performance reviews.
• Restrict Contractor's ability to hire employees, subcontractors, or helpers.

2.5 Contractor's Right to Decline

Contractor has the absolute right to accept or decline any customer referral without penalty, consequence, or reduction in future referrals. Declining a referral shall not affect Contractor's standing on the Platform.

2.6 Business Entity

You may operate as a sole proprietor, LLC, corporation, or other business entity. You provide your own tools, equipment, materials, vehicles, and supplies at your own expense. You may hire employees, subcontractors, or helpers at your own expense and discretion.

3. How the Referral Process Works

1. Customer Request: A customer uses the ZT Nation platform to describe their service needs, including project details and photos of the work to be done. The platform generates an estimated price range based on AI analysis of property data, market conditions, and historical job data.
2. ZT Smart Match™ Referral: ZT Nation's AI-powered ZT Smart Match system sends a referral notification to a primary qualified Service Provider in the customer's area who meets the applicable state compliance requirements for the job. Customers may request up to two additional matches (3 total) for comparison. ZT Smart Match is a referral — not an endorsement, recommendation, or guarantee of any Service Provider.
3. Acceptance or Decline: You may accept or decline any referral at your sole discretion. There is no penalty for declining a referral.
4. Direct Engagement: If you accept a referral, you engage directly with the customer. You inspect the job site, provide your own final quote, and enter into a direct agreement with the customer.
5. Direct Payment: The customer pays you directly for all services rendered. ZT Nation does not collect payment from the customer on your behalf.
6. Referral Fee: You pay ZT Nation a referral fee (see Section 4) for each successful referral that results in a completed job.

4. Referral Fees

ZT Nation charges a referral fee for each successful customer match. The fee is a percentage of the total job value (as reported by you):

Referral fees are automatically charged via ACH (preferred) or card on file immediately upon job completion. Fees are auto-charged — not invoiced monthly. By accepting referrals through the Platform, you authorize ZT Nation to automatically debit your payment method on file for the applicable referral fee upon each job completion. You agree to maintain a valid payment method on file at all times. ZT Nation reserves the right to adjust referral fee percentages with 30 days' written notice.

4.2 First Job Free — Guaranteed

Every new Service Provider's first completed job on the Platform is always referral fee-free (0%). This is not a limited promotion — it is a guaranteed benefit for every new contractor who joins the Platform. The 0% fee applies to the first completed job after registration and compliance verification.

4.3 Performance-Based Loyalty Tiers

ZT Nation assigns Service Providers a loyalty tier based on objective performance metrics including: completed jobs, customer ratings, on-time completion rate, and complaint history. The tiers and their associated referral fee rates are:

• New — 0% referral fee on first job (welcome promotion)
• Trusted — 15% referral fee (5+ completed jobs, 4.0+ rating)
• Elite — 13% referral fee (20+ completed jobs, 4.3+ rating)
• Platinum — 11.5% referral fee (50+ completed jobs, 4.5+ rating, 85%+ on-time)
• Emerald — 10% referral fee (100+ completed jobs, 4.6+ rating, 90%+ on-time)
• Diamond — 8.75% referral fee (200+ completed jobs, 4.8+ rating, 95%+ on-time)

Tier criteria are objective, transparent, and uniformly applied to all Service Providers regardless of market, trade, or demographics. Tier assignments are recalculated automatically based on updated performance data. Tiers may also affect priority placement in the matching cascade, access to premium referrals, and visibility on customer-facing pages. Tiers do not create any contractual right to a specific number or type of referrals.

5. Your Obligations

As a Service Provider on the ZT Nation platform, you agree to:

• Licensing: Maintain all required state licenses, permits, and certifications for your trade(s) and jurisdiction(s) as required by applicable state law. You will promptly notify ZT Nation of any changes to your license status.
• Insurance: Maintain the minimum insurance coverage required by the state in which you operate and for the profession you are in. Insurance requirements vary by state, trade, and jurisdiction. You are responsible for knowing and maintaining the insurance coverage required by your state and profession. ZT Nation may verify your insurance status but does not set blanket minimum coverage amounts.

  Coverage Type	Requirement
  General Liability	As required by your state and profession
  Workers' Compensation	As required by applicable state law
  Commercial Auto	As required by your state (if applicable)
  Professional Liability / E&O	As required by your state and profession

  Contractor shall name ZT Nation as an additional insured where applicable and provide at least thirty (30) days' written notice before any cancellation or material change to coverage.
• Bonding: Maintain any surety bonds required by your state or local jurisdiction.
• Quality: Perform all work in a professional, workmanlike manner in accordance with applicable building codes and industry standards.
• Taxes: You are solely responsible for all federal, state, and local taxes, including self-employment taxes, income taxes, and sales taxes. ZT Nation does not handle tax filings on behalf of contractors.
• Compliance: Comply with all applicable federal, state, and local laws, regulations, and ordinances.
• Reporting: Accurately report completed jobs and job values for referral fee calculation.
• Platform Communication: By accepting referrals through the Platform, you agree to use ZT Nation's platform communication tools for all job-related communications with referred customers, including scheduling, updates, and project discussions. This ensures transparency, quality assurance, and dispute resolution support for both parties.
• Customer Service: Respond to customer inquiries promptly and professionally through the Platform's communication tools. Resolve customer complaints in good faith.

6. ZT Nation's Obligations

ZT Nation agrees to:

• Provide access to the technology platform and referral services
• Generate and send customer referrals to qualified Service Providers
• Provide compliance verification tools and alerts
• Maintain the security and availability of the platform
• Process referral fee charges accurately via ACH upon job completion
• Provide analytics and business intelligence tools

ZT Nation does NOT guarantee: a minimum number of referrals, a minimum income, the accuracy of estimated price ranges, or the creditworthiness of customers.

7. Pricing and Quotes

You set your own prices. The estimated price ranges generated by the ZT Nation platform are provided for informational purposes only and are based on AI analysis of market data. You are under no obligation to match, accept, or adhere to any estimated price range.

When you accept a referral, you will inspect the job site and provide your own independent quote directly to the customer. The final price is determined solely by you and the customer. ZT Nation has no role in setting, approving, or negotiating the final price.

8. Termination

Either party may terminate this Agreement at any time, for any reason, with or without cause, by providing written notice. Upon termination:

• You will complete any jobs already accepted and in progress
• You will pay any outstanding referral fees within 30 days
• ZT Nation will cease sending new referrals
• Your access to the platform will be deactivated
• Any outstanding referral fees remain due and payable

9. Indemnification

You agree to indemnify, defend, and hold harmless ZT Nation, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including attorneys' fees) arising from:

• Your performance or failure to perform any work
• Any injury, death, or property damage resulting from your work
• Your violation of any law, regulation, or building code
• Any dispute between you and a customer
• Your breach of this Agreement

10. Limitation of Liability

ZT NATION'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL REFERRAL FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. ZT NATION SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

11. Dispute Resolution

Any dispute arising under this Agreement shall be resolved through binding individual arbitration in Wyoming in accordance with the rules of the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator. See our full Arbitration Agreement for complete terms.

12. Governing Law

This Agreement shall be governed by the laws of the State of Wyoming.

13. Communications Consent

By registering on the Platform, you consent to receive automated SMS text messages, emails, and push notifications related to:

• New referral notifications and job opportunities
• Compliance alerts and license/insurance expiration reminders
• Referral fee invoices and payment reminders
• Platform updates and feature announcements
• Performance metrics and analytics summaries

You may opt out of SMS communications by replying STOP to any message. Standard message and data rates may apply. Opting out of SMS may affect your ability to receive time-sensitive referral notifications.

14. Disclaimer of Warranties

THE PLATFORM AND ALL REFERRAL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND. ZT NATION DOES NOT GUARANTEE A MINIMUM NUMBER OF REFERRALS, A MINIMUM INCOME, THE ACCURACY OF PRICE ESTIMATES, OR THE CREDITWORTHINESS OF CUSTOMERS.

15. Confidentiality

Each Party agrees to maintain the confidentiality of the other Party's confidential information, including business strategies, customer lists, pricing information, trade secrets, and proprietary technology. Contractor shall not use customer information obtained through the Platform for any purpose other than performing the referred services. Contractor shall not sell, share, or disclose customer personal information to third parties.

16. Intellectual Property

The Platform, including all software, content, trademarks, and proprietary technology, is the exclusive property of ZT Nation. Contractor receives no ownership interest in the Platform. Contractor may not use ZT Nation's name, logo, or trademarks without prior written consent, except as necessary to identify the referral source to customers.

17. Survival

Sections 2.1, 5 (Tax Obligations), 9, 10, 11, 12, 15, 16, and this Section 17 shall survive any termination or expiration of this Agreement.

18. Entire Agreement

This Agreement, together with the Terms of Service, Privacy Policy, Arbitration Agreement, and Platform Disclaimer, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements, representations, and understandings.

19. Independent Legal Advice

Contractor acknowledges that Contractor has had the opportunity to seek independent legal advice before entering into this Agreement and has either obtained such advice or voluntarily chosen not to do so.

20. Contact

ZT Nation LLC
United States
Email: [email protected]