Legal

Marketplace Platform Agreement

Effective date: April 28, 2026Last updated: April 28, 2026

This agreement defines Completa LLC as the marketplace operator, payment administrator, recordkeeper, and limited platform dispute administrator. It also confirms that contractors are independent businesses and that Completa is not the contractor, general contractor, escrow agent, insurer, or workmanship guarantor.

Version: 2.1.0
Contract key: marketplace_platform_agreement

1. Parties and Platform Role

This Marketplace Platform Agreement is between each User and Completa LLC d/b/a Completa. Completa, Co. is the parent and IP owner that licenses the brand, software, estimation engine, and related platform assets to Completa LLC.

Completa LLC operates the marketplace under the public brand Completa. Completa LLC provides the platform workflow, intake, Completa Estimate support, contractor matching or recommendation tools, project records, SOW workflow, milestone payment administration, change order records, dispute workflow, warranty workflow, support, and related marketplace operations.

Completa LLC is not the contractor, general contractor, construction manager, employer, joint employer, contractor's agent or fiduciary, escrow agent, trustee, insurer, legal arbitrator, court, or workmanship guarantor. The actual work is performed by independent contractor businesses under the signed Project SOW or SOW-Lite/Service Order.

2. Incorporated Launch Documents

This Marketplace Platform Agreement incorporates the Marketplace Platform Supplement and the Master General Provisions Addendum. The Master General Provisions Addendum controls governing law, informal resolution, arbitration or court carveouts, class waiver, limitation of liability, indemnification, no-agency, assignment, severability, force majeure, notices, suspension, survival, and document precedence unless a more specific project SOW, change order, payment term, privacy term, or statutory attachment controls the specific issue.

3. Launch Jurisdiction Gate

At launch, Completa projects are enabled only for Texas project addresses unless Completa expressly enables another approved jurisdiction in the platform. Customers may not request, and contractors may not accept or perform, projects outside approved jurisdictions through Completa. A project cannot proceed to SOW signature, payment authorization, work start, or contractor payout unless the project address is in an active approved jurisdiction and the required state legal addendum, tax treatment, contractor licensing matrix, sales-tax/marketplace rules, SOW notices, payment-fee rules, privacy/breach rules, and internal launch approval gates are complete.

4. Transaction Structure

A standard marketplace project is a Completa-originated marketplace transaction. A Completa Connect project is contractor-originated and Completa payment-enabled, but still on-platform once the invited customer accepts the project and pays through Completa.

Every paid project must have a signed Project SOW or SOW-Lite/Service Order before work starts and before any contractor payout right exists. Both customer and contractor must accept the project-specific document electronically. Project-specific obligations are not created by account signup, chat messages, intake answers, photo uploads, viewing a Completa Estimate, or requesting a contractor match.

Completa may recommend, rank, shortlist, present, or match contractors. Completa does not classify or treat contractors as employees or agents of Completa. A project becomes active only when the customer approves the final SOW and payment authorization, the contractor accepts the SOW, required legal/verification gates are satisfied, and required funding succeeds.

5. Payments and No Escrow

Completa LLC is the payment operator for platform transactions. The launch Stripe model is separate charges and transfers: the customer charge is created on Completa LLC's Stripe platform account, grouped to the project or milestone, and contractor payout amounts are later transferred to the contractor's connected Stripe account after milestone approval or other release conditions are satisfied.

Stripe and other processors provide payment-processing records and evidence. They are not the legal, accounting, receipt, tax, reserve, refund, payout, or dispute source of truth. Completa's platform ledger, legal snapshots, receipts, tax records, reserve records, refund/chargeback records, payout records, reconciliation records, and approved admin overrides are the platform source of truth for payment administration.

For standard marketplace projects at or above the active ACH-preferred threshold, currently $2,500 in gross project value, checkout presents ACH bank transfer as the recommended/default rail with no customer-paid processing fee and a credit-card option with any customer-paid Card Processing Fee disclosed before the Stripe card flow opens. If ACH-first checkout is not enabled and verified in the active runtime configuration, above-threshold marketplace checkout must block unless an approved documented exception applies. The credit-card rail is limited to true credit-card funding for those above-threshold marketplace projects. Debit, prepaid, and unknown card funding are not accepted through that credit-card option and must be routed to ACH bank transfer or another approved rail. Below the threshold, checkout may use the standard automatic payment flow unless a project-specific or jurisdiction-specific policy requires otherwise. Completa Connect checkout supports customer-selectable credit card and ACH through the active Connect checkout configuration.

Platform documents and UI must not describe the payment flow as escrow, trust funds, escrow account, escrow agent, or held in trust. Approved language includes milestone payment, milestone funding, payment authorization, payment hold, release, refund, contractor payout, Performance Reserve, payment processor hold, ACH processing, and card processing fee.

Completa may charge a disclosed platform fee or charge where applicable, charge a disclosed customer-paid payment-processing fee where permitted by the active checkout flow, create a contractor payout transfer through Stripe Connect or another authorized mechanism, and use transfer reversal, payout offset, reserve, refund, or repayment workflows where permitted by the SOW, Milestone Payment Terms, Refund and Cancellation Policy, Dispute Resolution Policy, Contractor Marketplace Agreement, payment processor rules, card network rules, applicable law, or a platform dispute decision.

Completa records electronic acceptance events, SOW signatures, payment authorizations, change orders, dispute decisions, warranty claims, and material policy reacceptances with the applicable document identifier, document version, record integrity evidence, acceptance context, timestamp, user identity, project reference where applicable, IP address, user agent, and related audit metadata where available.

Material changes to core legal terms, payment terms, AI/OCR/privacy practices, contractor obligations, verification claims, Completa Connect terms, dispute/warranty rights, or other transactional terms require reacceptance before future transactional use. Users who have not reaccepted will retain record access, downloads, support, privacy requests, refunds, disputes, and warranty access, but may be blocked from new estimates, new projects, uploads, payments, SOWs, contractor work, and Completa Connect transactions.

Marketplace Platform Agreement | Completa