TERMS & CONDITIONS FOR OUR SERVICE PROVIDERS

CLEANABLE TERMS & CONDITIONS

Welcome to Cleanable, LLC (“Cleanable”). By using our website, mobile application, or systems, and by providing services or quotes to Cleanable, its parent companies, or affiliates, you (“Service Provider”) agree to be bound by the following terms and conditions. By submitting quotes, accepting jobs, or viewing job sites for the purpose of providing quotes, and performing services on behalf of Cleanable, you acknowledge that you have read, understood, and accepted these Terms, as well as Cleanable’s Privacy Policy and any applicable Service Terms.

DEFINITIONS

“AGREEMENT” refers to the formal, binding contract between Cleanable, LLC (“Cleanable”) and the Service Provider, outlining the terms and conditions under which the Service Provider agrees to perform services for Cleanable and, by extension, Cleanable’s own client(s). This may also be referred to as the Purchase Order. The Agreement governs the rights, responsibilities, and obligations of both parties and may include any attached schedules, exhibits, or appendices. Any amendments or modifications to the Agreement must be agreed upon in writing by both parties.

“CHANGE ORDER” refers to any modification, alteration, or addition to the original Purchase Order or Agreement. A Change Order may involve adjustments to the Scope of Work, pricing, deadlines, or other contractual terms. Change Orders must be documented in writing and agreed upon by both Cleanable and the Service Provider before the changes take effect. The Service Provider must comply with the terms outlined in any approved Change Order.

“CLEANABLE” refers to Cleanable, LLC, the company that provides cleaning and related services, as well as its parent companies, affiliates, employees, and agents. Cleanable is the contracting party responsible for assigning work to the Service Provider and ensuring that all services are completed in accordance with the terms of the Agreement.

“SCOPE OF WORK” refers to the detailed description of the specific services to be provided by the Service Provider, as outlined in a Purchase Order or Agreement. This includes all tasks, deliverables, and responsibilities required for the successful completion of a project. The Scope of Work is determined by Cleanable and may include additional tasks or modifications as needed, in accordance with industry standards or client requests. The Service Provider is expected to complete the assigned services within the agreed-upon time frame and to Cleanable’s satisfaction.

“SERVICES EXECUTION DATE” refers to the date on which a Purchase Order is fully signed and executed by both Cleanable and the Service Provider, or the date when services under the Purchase Order begin—whichever occurs first. This date marks the official commencement of the Service Provider’s obligations under the Agreement and establishes the timeline for service delivery.

“PROPERTIES” refers to all of Cleanable’s business resources and assets, including but not limited to its website, mobile application, project managers, staff, intellectual property, and any other systems or tools used in the performance and management of services. The term encompasses all elements that facilitate Cleanable’s operations and the delivery of services to clients.

“SERVICE PERIOD(S)” refers to the duration starting from the moment the Service Provider agrees to inspect or view a job location, through the completion of services to Cleanable’s full satisfaction. This period includes any preliminary site visits, preparation, actual service performance, and final inspection or approval by Cleanable. The Service Period may vary depending on the complexity and requirements of the job and is subject to any changes agreed upon through a Change Order.

“SERVICES” refers to any and all tasks, deliverables, or responsibilities assigned by Cleanable to the Service Provider and agreed to by the Service Provider. For the purposes of this definition, “agreed to” means that the Service Provider has either (a) signed the relevant Agreement or (b) demonstrated intent to be bound by commencing performance of the assigned work. Such tasks include, without limitation, any tasks performed on a Project for which Cleanable is contractually bound to its own Client, as well as any activities necessary for the execution or preparation for the commencement of the Scope of Work.

“SERVICE ARRIVAL WINDOW” refers to the designated timeframe during which the Service Provider is required to arrive at the job site to begin performing the assigned services. The Service Arrival Window ensures that services are performed on schedule and allows Cleanable to coordinate with clients or other parties involved. Failure to arrive within the specified window may result in penalties, delays, or breach of the Agreement, unless otherwise agreed upon by Cleanable.

CLIENT refers to any individual, entity, or business that has engaged Cleanable’s services or directly (or indirectly) benefits from them. This includes, without limitation, the property owner, landlord, or other parties that have contracted with—or are otherwise connected to—Cleanable’s direct or indirect customers. Multiple Clients may be involved in a single Scope of Work if more than one party ultimately benefits from the cleaning services.

“WALKTHROUGH” refers to the inspection of a job site conducted for the purpose of evaluating the conditions and requirements before services are performed. The Walkthrough allows Cleanable and the Service Provider to assess the scope of the project and ensure accurate quoting and service planning.

2. GENERAL PROJECT PROTOCOL

For each project, task, or assignment, a corresponding Purchase Order must be executed by the Service Provider. The Purchase Order will outline the specific details of the Services to be performed, including but not limited to the contract price, Purchase Order number, Scope of Work, contact information, service address, and any other relevant details necessary for the completion of the Services.

The Agreement will automatically terminate upon completion of the Services unless otherwise agreed in writing by both parties. No advance notice is required from Cleanable to terminate the Agreement once the Services are complete. If the Service Provider does not agree to these Terms, they must not proceed with the work, as performing the work constitutes full acceptance of these Terms and Conditions.

The Service Provider is responsible for promptly communicating to Cleanable any events or circumstances that could prevent or delay the completion of the Services to Cleanable’s full satisfaction. If the Service Provider needs to cancel after signing a Purchase Order, they must provide at least 48 hours’ notice. Cancellations made within 48 hours of the scheduled service may result in deductions from the payment owed under the applicable Purchase Order, or any other Purchase Order, if Cleanable is required to hire a replacement to complete the Services.

3. CHANGES TO TERMS

Cleanable reserves the right to modify these Terms at any time. The most current version of the Terms will be posted on Cleanable’s website and will take effect immediately upon posting. These updated Terms will automatically apply to any applicable Purchase Order or Agreement. Cleanable is not obligated to notify the Service Provider of any changes to the Terms, and the Service Provider is encouraged to periodically review the website for any updates.

The Service Provider is responsible for reviewing the Terms each time they consider or provide services. By continuing to provide services after changes have been made, the Service Provider agrees to, and accepts, the updated Terms. The Service Provider may request a copy of the current Terms & Conditions at any time by contacting Cleanable via email. Upon request, Cleanable will provide the Service Provider with the current Terms either by email or regular mail.

4. RELATIONSHIP OF PARTIES

The Service Provider acknowledges and agrees that, in providing services, they act as an independent contractor and not as an employee or agent of Cleanable. Except as otherwise provided in these Terms, any Purchase Order, or Agreement, or as mutually agreed upon by the parties, no party has the right, power, or authority to create any obligation, express or implied, on behalf of the other party. Nothing in these Terms or in any agreement between the parties is intended to create or constitute a joint venture, partnership, agency, trust, or other legal association of any kind between the parties.

5. PROVIDING PROPOSALS & PRELIMINARY INSPECTIONS

From time to time, Cleanable may inquire whether the Service Provider is interested in taking on a specific project. This section governs how the Service Provider is expected to conduct themselves and represent Cleanable to its clients during such inquiries. Even if the Service Provider has not yet agreed to perform any services, by agreeing to visit a job site for a preliminary inspection, providing a quote or estimate, or accepting details about an assignment or project, the Service Provider acknowledges and agrees to conduct themselves in full compliance with these standards. The act of reviewing project details, offering a quote, or visiting the job site constitutes the Service Provider’s full agreement to abide by these Terms.

5.1 QUOTES & PROPOSALS

By submitting a quote or proposal to Cleanable for the provision of services, the Service Provider confirms that they have read, understood, and accepted the Terms & Conditions, are familiar with the requirements, have had the opportunity to ask questions regarding the Scope of Work, and have inspected the job site to fully understand their obligations to Cleanable and the Client.

• Upon receiving emails, documents, or materials related to Cleanable’s Scope of Work, the Service Provider agrees to keep the information confidential.
• The Service Provider acknowledges that any information provided by Cleanable is for the sole purpose of preparing a quote and must be treated as confidential.
• The Service Provider agrees not to use this information for any purpose other than preparing a quote for the requested services.
• If Cleanable has questions regarding the Scope of Work, pricing, labor, crew size, or other details, the Service Provider agrees to respond within two (2) business days.
• The Service Provider guarantees that all submitted proposals will contain complete, accurate, and truthful information.

5.2 PRELIMINARY INSPECTIONS / WALKTHROUGHS

When conducting a preliminary inspection of a prospective job site (the “Preliminary Inspection”), the Service Provider agrees to the following terms:

• The purpose of the Preliminary Inspection is to gather the necessary information to provide an accurate quote for Cleanable.
• The Service Provider will not visit any job location unless a Cleanable representative has coordinated the date and time of the inspection. Arriving at a job site without prior consent from Cleanable is prohibited.
• During the inspection, the Service Provider will not make any representations, promises, guarantees, or warranties on behalf of Cleanable.
• The Service Provider will not take photographs of the job site without Cleanable’s consent.
• The Service Provider will conduct themselves professionally at all times during the Preliminary Inspection and comply with all applicable safety standards.
• The Service Provider may identify their company to third parties present on the job site, but must clearly state that they are an independent contractor providing services for Cleanable.
• The Service Provider will not accept payment from, or solicit work directly from, the Client, or Cleanable’s own Client or Customers.
• The Service Provider agrees not to discuss or disclose any information related to their potential agreement or assignment with Cleanable to Cleanable’s Clients. This includes, but is not limited to, details regarding pricing, payment terms, or start dates. However, the Service Provider is permitted to discuss the Scope of Work, project expectations, and equipment or labor requirements.
• The Service Provider will only use the information provided by Cleanable or obtained during the inspection for the purpose of preparing a quote.
• All information gathered during the Preliminary Inspection is considered confidential. The Service Provider is responsible for any misuse or misappropriation of this confidential information, which may result in legal consequences, including fines, civil penalties, criminal charges, and responsibility for Cleanable’s legal fees.

6. SERVICE POLICY

The following policies govern the conduct and performance of the Service Provider. Failure to comply with any of these policies may result in immediate termination of the Agreement without pay.

6.1 GENERAL SERVICE STANDARDS

By accepting and performing Services for Cleanable, the Service Provider agrees to the following:

• The Service Provider will fully comply with Cleanable’s Terms, including all policies in Section 6.
• The Service Provider agrees to adhere to Cleanable’s Privacy Policy, found on Cleanable’s website at www.cleanable.com/terms.
• The Service Provider will complete all work in a professional manner, with the skill and care expected of industry best practices.
• The Service Provider will perform the Services in a timely manner, meeting any deadlines or schedules provided by Cleanable in the Purchase Order.
• The Service Provider acknowledges they are performing the work as an independent contractor.
• The Service Provider will comply with all applicable laws, rules, and regulations.
• The Service Provider will not engage in any acts of dishonesty, wrongdoing, or unethical business practices, including but not limited to bait-and-switch tactics, misleading advertising, or contacting Cleanable’s Client who has requested no further contact.
• The Service Provider will not engage in spoofing or any form of false identification via telephone, text (SMS), email, or other means.
• The Service Provider will not make any representations, promises, guarantees, or warranties on behalf of Cleanable.
• The Service Provider will promptly disclose any conflicts of interest involving the Project or Cleanable’s Client and any associated parties to Cleanable.
• The Service Provider will not accept direct payment from the Client or solicit additional work from the Client.
• The Service Provider will not subcontract any Services without prior written approval from Cleanable, which Cleanable may withhold at its discretion.
• The Service Provider agrees that all media, including photos, videos, and documents created during the course of their work, are the exclusive property of Cleanable, even if generated from the Service Provider’s devices.
• For safety reasons, no individuals under the age of 21 are permitted to work on any Scope of Work or assignment.
• The Service Provider is responsible for having the appropriate safety equipment, PPE, or clothing required for the job site. Failure to comply may result in denial of access to the work site. The Service Provider must understand the safety requirements for each Scope of Work in advance.

6.2 QUALIFICATIONS

By accepting a Purchase Order or assignment from Cleanable, the Service Provider agrees to the following:

• The Service Provider will only solicit, accept, and perform Services if they possess the necessary qualifications, experience, and skills to complete the work.
• The Service Provider will maintain current valid licenses, authorizations, insurance, and bonding as required by applicable authorities and by Cleanable for any Services they perform.
• If professional liability insurance is required for certain Services (due to laws, rules, or regulations, or as required for specific assignments from Cleanable), the Service Provider must obtain and maintain such policies.

6.3 SERVICE PROTOCOL & RESTRICTIONS

6.3.1 ACCEPTANCE

By taking any action that demonstrates intent to perform, or by actually performing, any services under a project assigned by Cleanable—including but not limited to visiting a job site, communicating with project-related parties as designated by Cleanable, providing a quote (either written or verbal), or signing Cleanable’s Purchase Order—the Service Provider fully understands, accepts, and agrees to fully comply with Cleanable’s Terms and Conditions. If the Service Provider does not agree with these Terms, they should refrain from engaging in any of these activities or any other actions related to performing the services.

The Service Provider is responsible for ensuring that their staff, crew members, employees, and contractors comply with Cleanable’s policies and Terms. It is recommended that the Service Provider review the Terms before commencing any work or taking any action that demonstrates intent to perform.

Cleanable’s Agreements require flexibility in scheduling, and all dates provided to the Service Provider are tentative until confirmed. Any scheduling conflicts must be disclosed before taking any action that demonstrates intent to perform. Scheduling conflicts disclosed after acceptance will not be considered valid, and the Service Provider will remain responsible for completing the Scope of Work on time.

6.3.2 TIMELY RESPONSE

The Service Provider must respond to Cleanable immediately during the Service Period(s). Failure to respond in a timely manner may result in Cleanable replacing the Service Provider and terminating the Purchase Order without payment for unfinished portions of the Service. This applies even if the Service Provider has partially completed the Service but cannot be reached to finish the job. Cleanable reserves the right to determine what constitutes a “timely” response. If only part of the Service has been completed, the Service Provider will be paid for that portion.

6.3.3 CONFIRMATION OF SERVICE

At least one (1) business day before the scheduled start date, the Service Provider must confirm with Cleanable all details related to the Services, including (but not limited to) start times, crew size, required equipment, the Scope of Work, and relevant contact information for the Client. Both Cleanable and the Client rely on accurate confirmations to maintain a professional and organized operation. Failure by the Service Provider to confirm may create an impression that Cleanable is unprofessional or disorganized, undermining Cleanable’s credibility with the Client.

If the Service Provider fails to confirm, Cleanable may interpret this as non-performance or abandonment of the Project and reserves the right to replace the Service Provider. Should this occur, Cleanable, at its sole discretion, may charge the Service Provider any difference between the original Purchase Order amount and the total cost incurred to secure a replacement. These costs may include additional management fees, materials, or other expenses Cleanable deems necessary to fulfill its obligations to the Client.

6.3.4 ON-TIME ARRIVAL

The Service Provider must arrive within the designated Service Arrival Window. If the Service Provider arrives more than fifteen (15) minutes late, Cleanable reserves the right to reassign the Scope of Work, terminate the Purchase Order without payment for incomplete work, and assess a Cancellation Fee.

If the Service Provider anticipates being late, they must notify Cleanable immediately.

Failure to appear at the Service will result in termination and the assessment of a Cancellation Fee equal to 100% of the missed Service, but not less than $700. This fee will be deducted from any outstanding invoices or billed separately. Failure to provide at least 72 hours’ notice before a missed Service will result in the same Cancellation Fee.

6.3.5 EMERGENCY SERVICES

Cleanable may request that the Service Provider perform emergency services (“Emergency Services”) from time to time. These must be performed according to the Terms, and pricing for Emergency Services will be negotiated at the time of the request. Failure to appear for or cancellation of Emergency Services will result in the assessment of the Cancellation Fee, regardless of notice.

6.3.6 CHECKING IN

The Service Provider is required to notify Cleanable of their arrival at the job site within 30 minutes, using a designated method of communication (e.g., text, email, or phone). Cleanable relies on timely check-ins to confirm that the Service Provider is on site and ready to perform the Services. Failure to check in as required forces Cleanable to contact the Client directly to determine whether work has commenced, which may cause confusion and reflect poorly on Cleanable’s organization. In such circumstances, Cleanable may interpret the Service Provider’s failure to check in as non-performance, and reserves the right to replace the Service Provider to ensure completion of the project. Additionally, failure to check in may result in termination of the Service Provider’s engagement and the imposition of any applicable cancellation fees as outlined in the Agreement.

6.3.7 BEFORE PHOTOS

For Post Construction Cleaning projects, the Service Provider must take clear photos of the work site before beginning, unless prohibited from doing so.

6.3.8 NO FRAGMENTATION

All crew members must arrive and leave the job site together, and the number of crew members must match the number provided during check-in. Unless instructed otherwise, the crew may not leave the site until the day’s work is complete. If the crew is fragmented, the Service Provider must notify Cleanable and provide an ETA for the remaining members. Failure to notify Cleanable may result in termination without payment.

The Service Provider must also notify Cleanable when the entire crew has completed the Scope of Work. Failure to do so may result in payment reductions or termination of the Purchase Order. If the crew size is smaller than confirmed, Cleanable reserves the right to reduce payment or terminate the Purchase Order.

6.3.9 AFTER JOB WALKTHROUGH

The Service Provider agrees to conduct a Walkthrough with the Client after completing the Scope of Work to ensure quality.

Cleanable will provide the names of individuals authorized to conduct the Walkthrough on behalf of the Client.

The Service Provider must document the full name and title of the person conducting the Walkthrough.

If no authorized person is present or if the Walkthrough is not conducted, the Service Provider must return to the site immediately upon notice from Cleanable that any portion of the Service was unsatisfactory. Failure to return may result in Cleanable hiring a replacement and assessing a fee equal to the replacement cost.

6.3.10 COMPLETION PHOTOS

Upon completing the Scope of Work, and where allowed, the Service Provider must send Cleanable at least five (5) clear completion photos within 24 hours. Blurry or unclear photos will not be accepted, and invoices will not be paid until clear completion photos are received.

6.3.11 JOB CONDITIONS

Responsibility to Notify: If the Service Provider arrives at the job site and finds conditions that make it impossible or impractical to perform the Scope of Work—such as obstructions, active trades, lack of electricity, or site inaccessibility—the Service Provider must immediately notify Cleanable before commencing any work. This notification must include a clear explanation of why the Scope of Work cannot be performed under the current conditions and what steps need to be taken to make the job site suitable for completion of the Services.

Documentation: The Service Provider is responsible for documenting any adverse job site conditions with relevant details such as times, dates, names, descriptions, and photos. This documentation assists Cleanable in communicating the issue to the Client and resolving it in a timely manner.

Example: For instance, if the Service Provider is tasked with cleaning a restaurant floor but arrives to find the floor covered with boxes, tools, and other obstructions, the Service Provider should not attempt to move these items on their own. Instead, the Service Provider must immediately contact Cleanable, explain the situation, and request that the Client remove the obstructions. If the Client fails to do so or is unreachable, Cleanable will notify the Client about why certain areas may remain uncleaned. Proceeding to move the items without prior approval could lead to the Service Provider being blamed for damage or misplacement of property and may constitute out-of-scope work without additional compensation.

Communication Requirements: Upon receiving notice of adverse conditions from the Service Provider, Cleanable will contact the Client to request remediation. If the Service Provider fails to notify Cleanable prior to commencing or completing work, Cleanable and/or the Client may not fully recognize or compensate for any additional labor, materials, or time spent outside the agreed-upon Scope of Work.

Consequences of Unauthorized Work: Should the Service Provider choose to proceed under unsuitable conditions without prior notice and approval, they do so at their own risk and may be solely responsible for any liability arising from moving, handling, or potentially damaging items on site. Furthermore, the Service Provider acknowledges that their actions could result in the Client misinterpreting the quality or extent of the work, potentially jeopardizing full payment. In such a scenario, Cleanable may decline to pay for additional or unauthorized tasks performed outside the original Scope of Work.

Liability and Delays: Failure to timely inform Cleanable of unsuitable job site conditions prior to work commencement may lead to the Service Provider being held responsible for any resulting delays, as well as any additional costs incurred by Cleanable to remediate the situation and satisfy Client obligations.

6.3.12 NO SUBCONTRACTING

The Service Provider shall not subcontract any portion of the Project or any responsibilities outlined in the respective Purchase Orders to any entity or third-party company without Cleanable’s express written consent, which may be granted or withheld at Cleanable’s sole discretion. Failure to comply with this provision may result in immediate termination without pay.

6.3.13 NO EXCLUSIONARY COMMUNICATION

The Service Provider is strictly prohibited from discussing, negotiating, or modifying any aspect of the Agreement with the Client, including (but not limited to) scheduling, logistics, the Scope of Work, or payment terms. If the Client attempts to initiate such discussions or requests changes, the Service Provider must refrain from engaging in any substantive dialogue and instead respond with a non-specific statement—for example, “Let me see what I can do”—and promptly notify Cleanable. Only Cleanable has the authority to consider, negotiate, or approve any modifications to the Agreement or Scope of Work directly with the Client. Failure to comply with this provision may result in non-payment for any unauthorized work and could constitute a material breach of these Terms.

6.3.14 NO PARTIAL PERFORMANCE

Pursuant to this Agreement (also referred to as the Purchase Order), the Service Provider is required to complete the entire Scope of Work as defined therein. The Scope of Work outlines all tasks, deliverables, and responsibilities necessary for successful completion of the Services. Any partial performance arising from the Service Provider’s unwillingness or inability to fulfill the entire scope—unless expressly authorized in writing by Cleanable—shall constitute a material breach of the Agreement. In such an event, Cleanable and its affiliates, partners, associates, or subsidiaries are relieved of any obligation to pay, in whole or in part, the compensation otherwise owed.

If Cleanable provides explicit written consent to complete only a portion of the Services, such consent may be documented by way of a Change Order or another formal written communication. Even under partial performance authorized in writing, Cleanable shall, at its sole discretion, determine the amount of partial payment (if any) to be made to the Service Provider. This determination will only be made after Cleanable has received full payment from the Client, indicating the Client’s acceptance of Cleanable’s contractual obligations.

Example 1: If the Service Provider agrees to clean an entire retail store but, due to its own time constraints, only completes half the store, then leaves the project without informing Cleanable prior to departing, and subsequently fails to respond to Cleanable’s attempts to contact the Service Provider, Cleanable is under no obligation to pay for any portion of the incomplete work.

Example 2: If the Service Provider agrees to provide three (3) total cleanings of a large facility but, after completing only two (2) cleanings, becomes insolvent or otherwise unavailable and, as a result, fails to provide sufficient notice for Cleanable to find a suitable replacement at the same cost—then informs Cleanable just days before the commencement of the final cleaning—Cleanable may, at its sole discretion and without prior notice, select the most viable option to satisfy its contractual obligations to the Client. In doing so, Cleanable may deduct from the Service Provider’s contractual amount any additional expenses or management efforts incurred. Any remaining amount owed to the Service Provider will not be paid until after Cleanable has received full payment from the Client, unless otherwise agreed to in writing by Cleanable.

6.3.15 CLEANING PRODUCTS AND CHEMICALS

The Service Provider agrees to use only safe, non-toxic chemicals and cleaning products when performing the Services. The Service Provider shall provide Cleanable with a list of all chemicals and cleaning products it intends to use. Cleanable reserves the right, at its sole discretion, to require the Service Provider to use alternative cleaning products if the proposed list is deemed unsatisfactory. Cleanable further reserves the right, in its sole discretion, to terminate a Purchase Order if the Service Provider fails to use approved non-toxic chemicals and cleaning products.

7. CLIENT INFORMATION

Cleanable may provide the Service Provider with personal information related to Recipients of Cleaning who are seeking services. The Service Provider agrees to the following:

• The Service Provider will use such personal information only as required to provide the services to the Client.
• The Service Provider will not disclose, rent, sell, or otherwise provide this information to others without the prior consent of both Cleanable and the individual (and, if applicable, the consent of any third party who referred the individual to Cleanable).
• The Service Provider will not use this information to market their own services (or those of any third party) to the individual unless Cleanable explicitly informs the Service Provider that such marketing is permitted as part of specific programs.
• The Service Provider will not use or attempt to use this information in any way that violates the Terms or for any purpose not intended by Cleanable.
• The Service Provider will take reasonable and appropriate administrative, physical, and technical measures to protect the security, integrity, and confidentiality of the Client’s information and promptly report any data breaches or security events involving such information to Cleanable.
• If the Service Provider’s account with Cleanable becomes inactive or is terminated, the Service Provider may no longer represent that they provide services through any Cleanable program or network.
• The Service Provider will not represent themselves as an employee or agent of Cleanable. The Service Provider acknowledges that they are solely responsible for the services they provide and are not an employee or agent of Cleanable.

8. DISPUTES WITH CLIENTS

The Service Provider agrees to cooperate with Cleanable in resolving any disputes or complaints between the Service Provider and a Client to whom they provide (or have been scheduled to provide) services. Cleanable is not liable to the Service Provider, the Client, or any other party for the resolution (or failure to resolve) any such matters.

Cleanable reserves the right to charge the Service Provider for any amounts Cleanable pays to the Client in connection with a dispute or complaint, including disputes regarding the Service Provider’s performance or failure to perform services.

The Service Provider agrees to reimburse Cleanable for any such payments, along with any related costs, expenses, or attorneys’ fees incurred by Cleanable in connection with the dispute. Cleanable reserves the right to disclose any information it has regarding the Service Provider to authorities upon request concerning services provided, proposed, or received from Cleanable.

10.1 NON-DISCLOSURE POLICY

The Service Provider, including its officers, directors, executives, managers, employees, agents, attorneys, representatives, related and subsidiary entities, affiliates, successors, and assigns, agrees to the following confidentiality terms and conditions.

“Confidential Information” includes all business information, such as, but not limited to, Cleanable’s fees, marketing plans, financial results, pricing schedules, product lines, product plans, proprietary technology, research information, policies and practices, trade secrets, the identity of any Client, specifications related to any Scope of Work, and any other information that is not generally known to the public. This also includes any information disclosed or furnished by Cleanable or any of its representatives, whether in written, oral, electronic, website-based, or other forms, and includes copies, reports, analyses, compilations, studies, notes, interpretations, or other documents prepared by the Service Provider that reflect or are generated from such information.

The Confidential Information shall be kept confidential, and the Service Provider shall not disclose any of it in any manner whatsoever. However, the Service Provider may disclose the Confidential Information only to their representatives who need to know such information for the sole purpose of conducting business between the parties and who agree to keep such information confidential, bound by the same obligations as the Service Provider. The Service Provider shall be responsible for any failure by its representatives to comply with these terms and agrees, at its own expense, to take all reasonable measures to restrain its representatives from prohibited or unauthorized disclosure or use of the Confidential Information. “Representative” refers to Cleanable’s parent entity, affiliates, directors, officers, members, partners, employees, agents, advisors (including financial advisors, legal counsel, and accountants), and controlling persons.

Additionally, without prior written consent from Cleanable, the Service Provider and their representatives shall not disclose to any other person that Confidential Information has been made available to the Service Provider, nor shall they disclose that meetings, discussions, or negotiations have taken, are taking, or will take place between the parties concerning the conduct of business between them or any of the terms, conditions, or other matters discussed (including the status thereof), except as may be required by law. The Service Provider agrees to use the Confidential Information solely for the purpose of conducting business with Cleanable, and not for forming, operating, or participating in a competitive venture or for any other purpose.

The Service Provider’s duty to protect Confidential Information expires five (5) years from the Services Execution Date. The Service Provider will use the same degree of care, but no less than a reasonable degree of care, as they use to protect their own similar information, in order to prevent:

a) Any use of Confidential Information not authorized in this Agreement,

b) Dissemination of Confidential Information to any employee of the Service Provider who does not need to know,

c) Communication of Confidential Information to any third party, or

d) Publication of Confidential Information.

The Service Provider acknowledges that money damages for improper disclosure of Confidential Information or other breach of this Agreement would not be a sufficient remedy. Therefore, Cleanable shall be entitled to equitable relief, including injunctions, preliminary injunctions, and specific performance, in addition to all other remedies available at law or in equity. Cleanable may enforce the obligations and duties imposed by this Agreement if any of the provisions pertaining to Confidential Information are breached.

11. PAYMENT AND INVOICE POLICY

Cleanable agrees to pay the Service Provider for the successful completion of Services under each Scope of Work. The Service Provider may invoice only for work that has been fully completed, including any applicable taxes and related fees. Advance invoicing is prohibited, and any such invoice will be rejected. Cleanable’s obligation to pay the Service Provider is contingent upon Cleanable’s receipt of payment from the Client, which shall serve as a condition precedent to Cleanable’s obligation to disburse funds to the Service Provider.

If the Client pays only a partial amount of the total Purchase Order, Cleanable will remit a proportionate payment to the Service Provider based on the amount actually received. For example, if Cleanable receives twenty-five percent (25%) of the invoiced amount from the Client, the Service Provider will receive twenty-five percent (25%) of the Service Provider’s invoice.

All required documentation—including, but not limited to, a valid certificate of insurance, an updated W-9, a signed Purchase Order, and a properly itemized invoice—must be submitted to Cleanable prior to payment processing. Invoices will not be processed unless and until all requisite paperwork is complete and verified.

The Service Provider agrees to submit an invoice to Cleanable after each Service is completed, but no later than ten (10) business days following completion of the relevant Scope of Work. Each invoice must include, at a minimum:

The Purchase Order Number

The Project Name

The Project Address

Invoices should be transmitted electronically via email to kz@fouranalytics.com. Failure to submit an invoice on time may result in delayed payment or non-payment, as Cleanable will not begin processing until a complete and accurate invoice is received along with all necessary documentation. Further, any invoice that does not align with the Purchase Order amount will be rejected. If no invoice or required documentation (such as a certificate of insurance, updated W-9, or signed Purchase Order) is submitted within thirty (30) calendar days after the Services Execution Date, the Service Provider waives the right to payment, and Cleanable shall have no obligation to compensate the Service Provider for those Services.

Cleanable reserves the right to deduct from any payments due to the Service Provider any amounts owed to Cleanable arising from a breach of these Terms or from any claim or lien asserted against Cleanable or the Client. Cleanable may withhold such amounts until the matter is resolved to Cleanable’s satisfaction.

11.2 TAXES

The Service Provider agrees to properly register for the collection of sales, use, excise, and other taxes, duties, and governmental assessments in connection with their services (“Taxes”), and to collect and remit such Taxes to the appropriate tax authorities. The Service Provider acknowledges and agrees that they are responsible for collecting, withholding, remitting, and reporting all applicable Taxes related to their services, except for those Taxes that Cleanable is required by law to collect or withhold. The Service Provider, and not Cleanable, is solely responsible for all matters related to Taxes in connection with the provision of their services to the Client. The Service Provider agrees to provide a current and accurate W-9 to Cleanable upon request.

12. CONSTRUCTION

All references to “dollars” or “$” in these Terms or on Cleanable’s Properties refer to United States dollars. Unless otherwise specified, the words “include,” “includes,” and “including” as used in these Terms shall be deemed to be followed by the words “without limitation.”

13. TIME IS OF THE ESSENCE

The Service Provider acknowledges that time is of the essence and agrees to begin work on the date and time specified by Cleanable, unless otherwise notified by Cleanable. Prompt and timely performance of services is a critical requirement.

14. ASSIGNMENT

The Service Provider may transfer or assign the Terms, rights, or licenses granted in any Purchase Order only with Cleanable’s prior written consent. Cleanable, however, reserves the right to assign these Terms or any Purchase Order without restriction or notice to the Service Provider.

15. COMPLIANCE WITH LAWS

The Service Provider agrees to comply with all applicable legal requirements governing its duties, obligations, and business practices, including obtaining any necessary permits or licenses for its operations. The Service Provider must not take any actions that would violate legal requirements and potentially impose liability on Cleanable, Cleanable’s own Clients.

16. CONFLICTS

In the event of any conflict between these Terms and any referenced agreement or document, these Terms shall prevail unless the conflicting document specifically modifies the Terms set forth herein.

17. NO DISPARAGEMENT OR MISAPPROPRIATION

The Service Provider agrees not to make any statements or take any actions, at any time following the Services Execution Date, that would disparage, defame, or compromise the goodwill, name, brand, or reputation of Cleanable, the Client, or any of their affiliates (collectively, “Company Goodwill”). Additionally, the Service Provider shall not take any actions that could harm, interfere with, or disrupt the business or business relationships of Cleanable, the Client, or their affiliates. The Service Provider further represents that, prior to the Services Execution Date, they have not committed any such acts.

18. PROPRIETARY RIGHTS AND GOODWILL

The Service Provider acknowledges that all know-how, documents, reports, plans, proposals, marketing and sales plans, client lists, trade secrets, and any other materials or intellectual property created or developed by either the Service Provider or Cleanable during the course of their work (collectively, “Proprietary Information”) are the exclusive property of Cleanable and/or its parent entity or affiliates. The Service Provider agrees not to use, deliver, or reproduce such Proprietary Information in any manner that could adversely affect Cleanable’s interests without explicit consent from Cleanable.

19. NON-SOLICITATION OF EMPLOYEES

For a period of three (3) years from the Services Execution Date (the “Protected Period”), the Service Provider agrees not to, directly or indirectly, solicit or offer employment to any employees, officers, or contractors of Cleanable. This also includes third-party service partners the Service Provider may have contact with during their business with Cleanable. Additionally, the Service Provider agrees not to encourage any employee or contractor to terminate their relationship with Cleanable.

20. NON-SOLICITATION OF CLIENTS

During the Protected Period, the Service Provider agrees not to, directly or indirectly, solicit or attempt to solicit any current or former Clients of Cleanable, or any individuals or entities related to Cleanable’s Clients, with whom the Service Provider had contact during their business relationship with Cleanable. Clients include, but are not limited to, the following:

The entity or individual receiving the cleaning services.

Agents, representatives, employees, officers, or contractors of the Client.

Clients of Clients, including any third parties affiliated with or benefiting from the services provided by Cleanable.

Landlords, property managers, or any party responsible for the premises where the services are rendered.

The Service Provider also agrees not to interfere with or entice away any of Cleanable’s current or prospective Clients or any related parties, including the entities or individuals mentioned above. This includes situations where the Service Provider became aware of these Clients while finalizing a Purchase Order or providing services on behalf of Cleanable.

The Service Provider acknowledges that monetary damages for breach of this non-solicitation clause would be insufficient. Therefore, Cleanable shall be entitled to equitable relief, including injunctions, punitive damages, specific performance, and other remedies available at law or in equity.

21. LIABILITY AND LIMITATION OF LIABILITY

The Service Provider agrees to perform all Services in a timely, good, and workmanlike manner and shall comply with all applicable laws, codes, rules, and regulations of any agency or government to complete the Services as required. The Service Provider agrees to furnish all necessary supervision, labor, equipment, and supplies in good working order unless otherwise agreed upon by the parties.

Any claim arising from or regarding the Terms, Purchase Orders, Agreements, Services, or Scope of Work brought by the Service Provider against Cleanable shall be limited to the amount of the Purchase Order.

IN NO EVENT SHALL CLEANABLE OR ANY OF ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL (EITHER DIRECT OR INDIRECT), OR ANY OTHER TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR LOST BUSINESS OPPORTUNITIES, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THE TERMS, PURCHASE ORDERS, AGREEMENTS, SERVICES, SCOPE OF WORK, OR OTHER AGREEMENTS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT CLEANABLE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

22. SAFETY

Cleanable makes no representation regarding the physical condition or safety of any work site or job location assigned to the Service Provider. The Service Provider, at their own expense, shall preserve and protect from injury all employees engaged in the performance of the Services, as well as any property and persons that may be affected by the Service Provider’s operations in performing the Services.

23. WAIVER OF LIEN

The Service Provider agrees not to file or permit the filing of any mechanic’s notice of intent to lien, or any other lien for the Services performed under any Purchase Orders or Agreements. Should the Service Provider violate this provision, they will be held liable for all damages arising from said breach, including compensatory damages, attorney’s fees, and expenses. Cleanable reserves the right to suspend any and all payments due to the Service Provider until the dispute is resolved.

24. HOLD HARMLESS & INDEMNITY

To the fullest extent permitted by law, the Service Provider agrees to indemnify and hold harmless Cleanable, its officers, directors, partners, representatives, agents, and employees from and against any and all claims, suits, liens, judgments, damages, losses, and expenses, including legal fees and costs, arising in whole or in part from injury or death of a person, or damage to or loss of property, resulting from the acts, omissions, breach, or default of the Service Provider, its officers, directors, agents, employees, and subcontractors. The Service Provider shall bear all costs of defending any actions or proceedings brought against Cleanable and/or its officers, directors, agents, and employees, arising in whole or in part out of any such acts, omissions, breach, or default.

This indemnity includes injury or death of any employee of the Service Provider and is not limited by the amount or type of damages, compensation, or benefits payable under any applicable workers’ compensation, disability benefits, or other similar employee benefit acts. The Service Provider expressly permits Cleanable to pursue and assert claims against the Service Provider for indemnity, contribution, and common law negligence arising out of claims for damages for bodily injury, property damage, death, and personal injury.

25. BINDING MANDATORY ARBITRATION

Any dispute, controversy, or claim arising out of or relating to the Purchase Order, Agreement, or any other understanding between the Service Provider and Cleanable, including without limitation any dispute concerning cleaning services, validity, interpretation, enforceability, or breach of any agreement between the parties, shall be exclusively resolved by binding arbitration upon a party’s submission of the dispute to arbitration. The complaining party shall notify the other party in writing of the dispute, and within thirty (30) days of such notice, management-level representatives of both parties shall meet in Columbus, Ohio, to attempt to resolve the dispute in good faith. Should the dispute not be resolved within thirty (30) days, the complaining party shall seek remedies exclusively through arbitration. The demand for arbitration must be made within a reasonable time, but no later than sixty (60) days from when the aggrieved party knew or should have known of the controversy, claim, dispute, or breach.

This agreement to arbitrate shall be specifically enforceable in the courts of the State of Ohio. The laws of the State of Ohio shall govern any arbitration proceedings, without regard to principles of conflict of laws.

The arbitration shall be conducted by an arbitrator mutually agreed upon by the Service Provider and Cleanable. If the parties are unable to agree on an arbitrator within twenty (20) days of commencement of arbitration, the arbitrator shall be selected by the American Arbitration Association or a judge from Franklin County, Ohio.

Unless explicitly waived in writing by Cleanable, all arbitration proceedings shall take place in person and not via virtual means (e.g., Zoom, WebEx). It is the intent of the parties that, barring extraordinary circumstances, arbitration proceedings will be concluded within ninety (90) days from the appointment of the arbitrator. The arbitrator may extend this time limit in the interests of justice. Failure to adhere to this time limit shall not constitute grounds for challenging the award.

The parties shall not be entitled to discovery during arbitration. Exhibits for the arbitration hearing must be exchanged, and each party must identify witnesses, providing a summary of anticipated testimony at least ten (10) days before the hearing.

Each party shall bear its own proportionate share of arbitrator fees and expenses. The prevailing party in arbitration shall be entitled to recover any fees incurred (including enforcement costs), reasonable attorneys’ fees, and arbitration fees as determined by the arbitrator. Any award rendered by the arbitrator may be enforced by any court of competent jurisdiction. This section shall survive termination or cancellation of Purchase Orders or Agreements.

26. GOVERNING LAW

All Terms and Conditions shall be governed by and construed in accordance with the internal laws of the State of Ohio, U.S.A., without reference to any conflict of law provisions. Ohio law shall govern all disputes, including arbitration.

27. MANDATORY VENUE

Any judicial proceeding or arbitration brought in connection with, or arising from, these Terms, Purchase Orders, Agreements, Services, or Scope of Work shall be exclusively conducted in Franklin County, Ohio. The Service Provider agrees that Franklin County, Ohio, will be the mandatory and exclusive venue for all such legal actions or arbitration proceedings, regardless of where the services were performed or where other parties are located. In the event of an unspecified or unanticipated matter, Cleanable, at its sole discretion, reserves the right to select the venue.

28. SERVICE PROVIDER DISPUTES

In the event of any disputes between the Service Provider and Cleanable regarding services, work schedule, progress, terms, payment amounts, Purchase Orders, or Agreements, the Service Provider agrees to be bound by the same terms to which Cleanable is bound in its agreement with the Client, including any decisions made under that agreement.

Under no circumstances is the Service Provider permitted to communicate directly with Cleanable’s Client or any other external parties in an attempt to resolve disputes. The Service Provider understands that such actions can cause irreparable harm to Cleanable’s relationships with Clients or third parties. Any direct communication with the Client or related external parties in such a manner will be considered a material breach of the Service Provider’s agreement with Cleanable.

Until such disputes are resolved, Cleanable reserves the right to withhold any payments owed to the Service Provider. The Service Provider agrees to assert any claims arising from the services, Purchase Order, or any other agreement with Cleanable within 91 days of becoming aware (or when they should have reasonably become aware) of the underlying facts. If applicable state law allows for a longer period, that period shall apply to any claims the Service Provider may have.

29. TERMINATION

The Service Provider agrees that if they breach any of the Terms detailed herein, Cleanable will provide written notice via email (“Notice of Breach”). If the breach is not cured by the date and time set forth in the notice or if Cleanable reasonably believes that the Service Provider can not cure the breach, Cleanable reserves the exclusive right to terminate any Purchase Order with the Service Provider, without penalty, through written notice. Termination will be effective immediately upon receipt of the Termination Notice, and the Service Provider shall not be entitled to any payment for services not yet completed or performed.

Notwithstanding anything to the contrary, Cleanable, in its sole discretion, may terminate any Purchase Order, Agreement, or other understanding between Cleanable and the Service Provider, immediately upon written notice. Upon such termination, the Service Provider’s only remedy shall be fees owed for services provided to date.

30. TERMINATION FOR INSOLVENCY

Cleanable reserves the right to terminate a Purchase Order if the Service Provider becomes insolvent, fails to pay its bills when due, makes an assignment for the benefit of creditors, goes out of business, ceases production, or becomes unresponsive.

31. MODIFICATION

These Terms govern all services and may only be modified with the express written consent of Cleanable. Any modifications must be in writing and signed by authorized representatives of both parties. If the Service Provider does not agree to any modification made by Cleanable, they should not perform the services. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, void, or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best reflects the intent of these Terms. The remainder of the Terms shall remain in full force and effect.

32. ENTIRE AGREEMENT

By accepting any Purchase Order or assignment from Cleanable, the Service Provider agrees to be bound by these Terms and Conditions, as well as any specific terms outlined in the Purchase Order or Agreement. These Terms, together with any applicable Purchase Orders, constitute the entire agreement between Cleanable and the Service Provider. No other agreements, understandings, or representations—whether oral or written—shall alter or supersede this agreement.

The Service Provider acknowledges that Cleanable may update these Terms at any time, and it is the Service Provider’s responsibility to review and adhere to any updates. Continued performance of services after such updates will constitute acceptance of the revised Terms.

Any disputes arising under this Agreement will be handled according to the dispute resolution and venue provisions outlined in these Terms. Cleanable reserves the right to withhold payments in the event of a dispute until it is resolved.

Failure to comply with these Terms may result in termination of the Agreement and forfeiture of any unpaid amounts.

33. SURVIVAL OF TERMS

Notwithstanding the termination or completion of any specific Agreement or Purchase Order, the Service Provider agrees that these Terms and Conditions shall continue to apply and remain in full force and effect to the extent permitted by law. The obligations, rights, and responsibilities outlined in these Terms will prevail and be enforceable beyond the termination or completion of any individual assignment, as applicable.

34. CONTACT US

If the Service Provider has any questions about these Terms, they may contact Cleanable by email at kz@fouranalytics.com or by writing to Cleanable at 815 E Superior Ave, Suite 1618, Cleveland, OH 44114.

These Terms and Conditions establish the complete agreement between Cleanable and the Service Provider, outlining the responsibilities, expectations, and procedures that govern the services provided. They ensure clarity on key issues such as payment, compliance with laws, confidentiality, dispute resolution, and non-solicitation, all of which are essential to maintaining a professional and successful working relationship. By accepting a Purchase Order or assignment, the Service Provider agrees to adhere to these Terms in their entirety. Any failure to comply may result in withheld payments, termination of services, or legal action. These Terms are critical to protecting both Cleanable and the Service Provider, ensuring that all parties are aligned and operate in accordance with agreed-upon standards.