Master General Provisions Addendum

1. Purpose

This addendum supplies the general legal architecture for the launch package. It must be incorporated directly into each major agreement or expressly incorporated by reference with clear precedence.

2. Defined Terms and Document Relationships

Unless a more specific document defines the term differently for its own flow, these launch definitions apply:

Customer means the person or entity using Completa to request, review, sign, fund, or manage a project.
Contractor means the independent business or sole proprietor accepted by Completa to review, price, sign, perform, warrant, and receive payout for project work.
Crew Member or Authorized User means an owner or principal of the contractor business, an employee of the contractor, or an approved worker under contractor's account who has accepted required platform terms and permissions.
User means a Customer, Contractor, Crew Member, Authorized User, or other person or entity that accepts or uses any Completa platform agreement, document, account, workflow, or service.
Platform means the Completa websites, mobile applications, intake flows, messaging, estimates, project records, SOW workflows, payment workflows, dispute workflows, support tools, contractor tools, and related systems operated or made available by Completa LLC.
Marketplace means the Completa platform environment where customers and independent contractor businesses are matched, recommended, documented, paid, reviewed, or otherwise administered for on-platform project work.
Completa Connect Project means a contractor-originated, Completa payment-enabled project that is not a Completa-originated marketplace lead but stays on-platform once accepted.
Completa Estimate means a preliminary, non-binding, AI-assisted and formula-backed budget estimate, not a final quote or contractor offer.
Customer Service Fee or Completa Platform Fee means a separately disclosed customer-facing platform or service fee charged on a standard marketplace project, distinct from any Payment Processing Fee, Card Processing Fee, project price, tax, diagnostic fee, or approved change order amount.
Payment Processing Fee means a separately disclosed customer-paid or transaction-recorded processing-cost line for a payment rail, distinct from a Completa Platform Fee, Customer Service Fee, contractor platform fee, contractor commission, tax, project price, diagnostic fee, or approved change order amount.
Card Processing Fee means a Payment Processing Fee charged only where the active checkout flow permits a customer-paid credit-card processing fee, including above-threshold marketplace projects where customer chooses credit card instead of the recommended ACH bank-transfer rail.
ACH Direct Debit or ACH bank transfer means a bank-account payment rail processed through Stripe or another approved processor. ACH may show a processing state before success or failure and is not final funding unless the active payment terms expressly say otherwise.
Payment Rail means the customer payment path used for a payment attempt, such as automatic checkout, ACH bank transfer, credit card, platform credit, selection hold, recurring autopay, or another approved rail shown in checkout.
Sales Tax means the customer-facing checkout and receipt label for a tax line collected and remitted by Completa, Stripe/payment processor, or another party under the configured tax flow. Internal records may identify the tax more specifically as sales tax, use tax, Texas data-processing tax, or another applicable tax; the customer-facing label does not expand the taxable base or override approved internal tax treatment.
Founding Pro means a contractor account assigned to the Founding Pro tier by written platform notice, signed tier addendum, or other written account-specific approval while the Founding Pro schedule remains active. The Founding Pro rate applies only during the active period stated in that notice or addendum and ends automatically on the earliest stated expiration date, written removal, account deactivation, termination for cause, eligibility loss, replacement fee tier, or other end condition stated in the written approval.
Completed Project means a project where the final milestone has been customer-approved, whether by affirmative approval or valid 72-hour auto-approval, and no active dispute, chargeback, ACH return, refund, or compliance hold is pending at the time of count. A disputed project counts toward contractor tier progression only after dispute resolution and release of applicable reserve or hold.
Self-Introduced Customer means a customer relationship that contractor can document was originated by contractor independently of Completa before the applicable Connect project or outside any Completa-originated marketplace introduction.
Off-Platform means outside the Completa platform, payment flow, SOW/change-order workflow, messaging, dispute workflow, warranty workflow, or record system for an active or related Completa project.
Affiliates means entities that directly or indirectly control, are controlled by, or are under common control with the referenced party.
Materially Related Scope means work of the same trade category at the same project address, or work of the same trade category for the same customer where the engagement could reasonably be inferred to substitute for an on-platform Completa engagement.
Project SOW means the signed project-specific agreement between customer and contractor; it controls scope, price, milestones, materials, permits, completion criteria, warranty term, and project-specific attachments.
Change Order means a signed in-platform amendment to the SOW for changed scope, price, materials, timeline, milestones, permits, completion criteria, refund treatment, or warranty impact.
Performance Reserve means a temporary payout hold used for performance, dispute, chargeback, warranty, compliance, and payment-risk administration; it is not a platform fee or commission.
Substantial Completion means the point at which the applicable milestone or project work is complete and ready for its intended use or customer review, with only minor punch-list, callback, warranty, hidden-defect, or non-waivable statutory rights remaining.
Punch List means documented minor items remaining after substantial completion that do not, on their own, render the work incomplete or unperformed unless the SOW, dispute record, or applicable law says otherwise.
Material Allowance means a stated budget or included amount for materials, selections, finishes, brands, grades, or options in the SOW.
Latent Defect means a non-obvious defect that a reasonable customer would not discover during ordinary milestone review.
Adverse Review means a negative or critical review, rating, reply, or project-feedback item submitted through Completa.
Business Day means a day other than Saturday, Sunday, or a U.S. federal banking holiday observed in Texas.
Calendar Day means a 24-hour day computed without regard to weekends or holidays.
Time computation: when a deadline stated in Business Days falls on a non-Business Day, the deadline rolls to the next Business Day unless applicable law requires a different result. Calendar Day and hour-based deadlines run consecutively unless the specific document or applicable law says otherwise.

Document relationship at launch: account-level parent agreements govern platform use; the Master General Provisions Addendum supplies shared legal provisions; supplements add flow-specific terms; the SOW and statutory attachments govern project-specific obligations; change orders control the changed item after signing; payment terms control payment administration; payment rail and processing-fee terms control rail-specific checkout amounts; privacy terms control personal data; operational SOPs govern internal administration but do not override signed user-facing terms unless expressly incorporated. This relationship summary describes document architecture; conflict precedence is stated in Entire Agreement and Precedence.

3. Governing Law

This addendum and any related platform agreement are governed by the laws of the State of Texas, without regard to conflicts-of-law rules, except to the extent federal law controls.

4. Informal Resolution

Before filing a court action or arbitration, the parties must first attempt in good faith to resolve the dispute through Completa support and the applicable platform dispute workflow, unless emergency injunctive relief, non-waivable law, payment-network deadlines, or consumer-protection rights require otherwise.

5. Arbitration and Court Carveouts

Disputes arising under or relating to this addendum, any platform agreement, or use of the Completa platform must be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures, except for:

small-claims actions filed within the applicable small-claims jurisdictional limit;
injunctive or equitable relief for intellectual-property misuse, security breach, fraud, data misuse, payment circumvention, prohibited subcontracting, or platform abuse;
claims that applicable law specifically makes non-arbitrable or non-waivable, including construction, consumer, payment-network, privacy, lien, warranty, or other statutory claims to that extent;
any claim where a court determines arbitration cannot be enforced.

Arbitration will be conducted in Travis County, Texas, in English, by a single arbitrator unless the applicable rules require otherwise. The JAMS Streamlined Arbitration Rules apply where the dispute is within the Streamlined Rules' jurisdictional limit; the JAMS Comprehensive Arbitration Rules apply otherwise. The Federal Arbitration Act governs interpretation and enforcement of this arbitration provision. Filing fees will be allocated under the applicable JAMS rules and JAMS Consumer Minimum Standards where those standards apply. Either party may seek temporary injunctive relief in a court of competent jurisdiction to preserve rights pending arbitration.

For any claim that falls outside arbitration under this section, the parties consent to personal jurisdiction and venue in the state and federal courts located in Travis County, Texas, except where applicable law requires another forum or another forum is required to preserve or enforce non-waivable statutory rights.

6. Class Action Waiver

To the fullest extent permitted by law, disputes must proceed only on an individual basis. No party may bring or participate in a class, collective, consolidated, mass, private-attorney-general, or representative proceeding unless the waiver is unenforceable under applicable law.

If the class action waiver is held unenforceable as to any claim or remedy, the parties' obligation to arbitrate that claim is severable; the parties may proceed in court only on an individual basis to the fullest extent permitted by law. Severability of the class waiver from the arbitration clause does not affect the parties' obligation to arbitrate other claims.

7. Limitation of Liability

To the fullest extent permitted by law, Completa and its affiliates are not liable for indirect, incidental, consequential, special, exemplary, punitive, lost-profit, lost-revenue, lost-data, business-interruption, replacement-contractor, or diminution-in-value damages except where such limitation is prohibited by law.

For platform claims against Completa, aggregate liability is capped at the greater of:

total fees paid by the claimant to Completa during the twelve months before the event giving rise to the claim; or
USD $1,000.

This cap does not limit non-waivable rights, payment obligations expressly owed under a signed SOW, indemnification obligations, fraud, willful misconduct, gross negligence, bodily injury, death, or any category that applicable law does not allow to be limited. Without limiting that rule, the cap does not limit rights, remedies, notice duties, lien rights, cancellation rights, prompt-payment rights, construction-defect rights, payment-network rights, consumer-protection rights, or statutory remedies under the Texas Deceptive Trade Practices-Consumer Protection Act, Texas Residential Construction Liability Act, Texas Property Code Chapters 28, 53, or 162, FTC Cooling-Off Rule, Texas Business and Commerce Code Chapter 601, Electronic Fund Transfer Act, Regulation E, Truth in Lending Act, Regulation Z, or any similar law to the extent limitation is prohibited or restricted.

8. Contractor Indemnity

Contractor must defend, indemnify, and hold harmless Completa LLC, Completa, Co., affiliates, officers, employees, contractors, agents, and users from third-party claims arising out of:

contractor work, workmanship, materials, permits, code compliance, warranty, or jobsite conduct;
contractor owners, employees, approved crew, or prohibited subcontractors;
injury, death, property damage, theft, harassment, discrimination, or safety incidents;
licensing, insurance, workers compensation, tax, payroll, or employment obligations;
contractor breach of the Project SOW, Contractor Marketplace Agreement, no-subcontracting policy, verification obligations, or platform rules;
off-platform circumvention, fraud, false Completa Connect classification, or data misuse.

This indemnity does not require Contractor to defend or indemnify Completa for claims caused by Completa's gross negligence or willful misconduct, claims caused primarily by Completa's defective platform technology where contractor's compliance with mandatory platform instructions proximately caused the harm, or any matter that Texas construction anti-indemnity law or other applicable law makes unenforceable. The defense obligation is several and not joint where multiple parties owe defense for the same matter.

9. Customer Indemnity

Customer must defend, indemnify, and hold harmless Completa and contractors from third-party claims arising from customer-provided information that customer knew was false or that customer's reasonable diligence would have shown was materially inaccurate, unauthorized uploads, unsafe property conditions known but not disclosed, property access violations, HOA/deed/landlord approval failures assigned to customer, off-platform payment requests, misuse of platform content, customer-side circumvention of an active Completa project, unauthorized use of Completa records/templates/data outside the platform, or customer breach of platform terms.

This indemnity does not require Customer to defend or indemnify Completa for claims caused by Completa's gross negligence or willful misconduct, or claims caused primarily by Completa's defective platform technology where customer's compliance with mandatory platform instructions proximately caused the harm. Customer's indemnity to contractor does not extend to claims caused by contractor's gross negligence, willful misconduct, code violation, licensing failure, defective workmanship, breach of the Project SOW, or breach of applicable law. The Texas construction anti-indemnity carveout in the Contractor Indemnity section remains contractor-specific where applicable law so requires.

10. Indemnity Tender Process

A party seeking indemnification must give the indemnifying party written notice of the claim within thirty calendar days after becoming aware of it, unless a shorter deadline is required to avoid prejudice. The indemnified party must reasonably cooperate, preserve relevant evidence, and allow the indemnifying party to control the defense and settlement of the claim, except that no settlement may admit fault by, impose non-monetary obligations on, or impair rights of the indemnified party without that party's written consent. Failure to give timely notice does not waive indemnity except to the extent the delay materially prejudices the defense.

11. No Agency

No agreement creates an employment, agency, partnership, franchise, joint venture, general-contractor, construction-manager, escrow, trust, fiduciary, or insurer relationship unless a signed writing expressly says so.

Payment-administration authority stated in the Marketplace Platform Agreement, Milestone Payment Terms, Stripe Connect onboarding, Contractor Payout Authorization Terms, or another signed payment document is operational platform authority to process or direct charges, transfers, refunds, transfer reversals, reserves, payout offsets, records, Stripe/processor actions, and related payment instructions as platform operator. That authority does not create an agency, fiduciary, trustee, escrow, trust, money-transmission, or general representative relationship between Completa and any User.

12. Assignment

Users may not assign or transfer their rights or obligations without Completa's prior written consent. Completa may assign or transfer agreements in connection with merger, acquisition, reorganization, financing, sale of assets, affiliate restructuring, or change of control, subject to applicable law. These terms bind and benefit the parties and their permitted successors and assigns.

13. No Third-Party Beneficiaries

These terms and launch documents are for the benefit of the parties and their permitted successors and assigns. Except for Completa, Co. as a named beneficiary of IP, brand, software, platform-asset, and related licensing provisions, and except for expressly named indemnified parties only to the extent of their indemnification rights, no third party has rights, claims, benefits, or remedies under these terms or launch documents.

14. Severability

If any provision is held invalid or unenforceable, the remaining provisions remain in effect. The invalid provision must be modified to the minimum extent necessary to make it enforceable and preserve the original intent.

15. Force Majeure

No party is liable for delay or failure caused by events beyond reasonable control, including natural disasters, severe weather, war, terrorism, epidemic, strike, government action, utility outage, cyberattack, supplier disruption, payment-network outage, platform outage, or permit/inspection delay not caused by that party.

The party invoking force majeure must give reasonable notice of the event, affected obligations, and expected duration within ten Business Days after the party knows or reasonably should know the event affects performance, and must use commercially reasonable efforts to mitigate and resume performance when the event abates. Failure to give timely notice does not waive force majeure relief but may limit the period of excused performance to the extent delay prejudiced the other party. If a force majeure event prevents an affected project obligation for more than sixty Calendar Days, either affected party may request cancellation, replacement workflow, or written wind-down instructions under the applicable SOW, payment terms, and dispute policy.

Force majeure does not excuse payment for completed work, refund obligations, data-security obligations, contractor warranty obligations, customer property-access obligations where contractor has begun mobilization in reliance on access, confidentiality obligations, legally required notices or disclosures, accrued indemnification obligations, or payment, security, data-protection, record-retention, and statutory obligations that by nature or law must continue.

16. Notices

Legal notices to Completa must be sent to Completa LLC, Attn: Legal Notices, 5900 Balcones Drive, STE 100, Austin, TX 78731, with an email copy to `legal@completa.io`. Support requests and operational notices may be sent to `support@completa.io` or through in-app support. User notices may be sent through the platform, email, mail, or other contact methods on file. Email and platform notices are effective on the next Business Day after sending unless applicable law requires a different method or timing. Mailed legal notice is effective on the third Business Day after deposit, postage prepaid, by certified U.S. mail, return receipt requested, unless applicable law requires a different method or timing. Service of legal process on Completa must be made through Completa LLC's registered agent of record or another method authorized by applicable law.

17. Term, Suspension, and Termination

Completa may suspend or terminate account access for breach, fraud, safety risk, nonpayment, verification failure, expired credentials, prohibited subcontracting, circumvention, chargeback abuse, data misuse, or legal/compliance risk. Where a breach is curable and does not create immediate safety, fraud, payment-network, statutory, customer-harm, or compliance risk, Completa will give notice and a reasonable opportunity of at least five Business Days to cure before terminating account access.

Users may request account closure or deactivation through the platform or support, subject to completion, cancellation, or orderly wind-down of active projects, open disputes, refunds, warranty obligations, payout holds, negative balances, tax/accounting duties, and legal-retention obligations.

Termination does not affect accrued payment obligations, refund/dispute obligations, warranty obligations, confidentiality, data restrictions, indemnity, limitation of liability, dispute-resolution clauses, or record-retention rights.

18. Survival

The following provisions survive termination or expiration of any platform agreement or project document: governing law, informal resolution, arbitration, class action waiver, limitation of liability, indemnification, payment obligations accrued before termination, refund obligations, contractor warranty obligations, confidentiality obligations described in the Privacy Policy, Privacy Rights and Data Governance Supplement, Acceptable Use Policy, SOW, or other applicable platform document, data restrictions, intellectual property rights, anti-circumvention, no-subcontracting obligations for active projects through completion, record retention, and any provision that by nature survives termination.

19. Electronic Execution and Interpretation

These terms and launch documents may be accepted, signed, and stored electronically. Each User consents to electronic records and electronic signatures under the federal E-SIGN Act and the Texas Uniform Electronic Transactions Act where applicable. Platform acceptance records may include document key, version, content hash, timestamp, IP address, user agent, signer identity, account ID, project ID, DocuSeal envelope ID, and acceptance context.

Section headings are for convenience only and do not affect interpretation. The terms including, includes, such as, and similar phrases are illustrative and non-limiting unless the specific sentence expressly says otherwise.

20. Entire Agreement and Precedence

The full agreement consists of the applicable platform terms, transaction documents, SOW, change orders, statutory attachments, addenda, checkout disclosures, and accepted policy versions. This full agreement supersedes prior or contemporaneous oral or written agreements, proposals, statements, and representations about the same subject matter, except for project-specific representations expressly included in a signed SOW, change order, statutory attachment, checkout disclosure, or accepted policy version.

Completa may update platform terms through the material-change reacceptance process described in the Marketplace Platform Agreement. A signed Project SOW may be amended only through a signed in-platform Change Order or another signed writing accepted by the required parties. Account-specific fee tiers, Founding Pro terms, or other separately signed terms may be amended only by written signature or platform acceptance by the required parties. Oral, email-only, text-message-only, chat-only, or informal support communications do not amend a signed agreement unless the applicable document expressly says they do.

If documents conflict, the project-specific SOW controls project scope and price; a later signed change order controls the changed item; statutory attachments control the statutory notice, form, waiver, cancellation, or disclosure issue they cover; payment terms control payment administration; privacy terms control personal data; and this addendum controls general legal provisions unless a more specific document says otherwise.