Masters’ Guild Inc. – Terms of Service

Last Updated: MAR 30, 2025

For Consumer

1. Introduction

Welcome to Masters’ Guild Inc. (“Masters’ Guild” or the “Platform”). These Terms of Service for Consumers (“Terms”) govern your access to and use of the Masters’ Guild job matching platform as a consumer (also referred to as “you” or “Client”). By creating an account or using the Platform to post a task (a “Quest”) or hire a service provider (“Provider”), you agree to be bound by these Terms. If you do not agree, you must not use the Platform. These Terms constitute a binding legal agreement between you and Masters’ Guild Inc. (a Canadian federally incorporated company) and, where applicable, its U.S. subsidiary in Delaware.

Marketplace Platform: Masters’ Guild is an online marketplace that connects consumers seeking services with independent Providers. Masters’ Guild itself does not provide the tasks or services posted on the Platform. You acknowledge that Masters’ Guild is not a party to any agreement or contract between you and a Provider for the performance of services. Masters’ Guild facilitates connections and payments (if you use our payment tools) but is not responsible for the quality, timing, legality, or any other aspect of services provided by Providers. Any disputes or issues arising from a Quest or service are between you and the Provider, subject to the dispute resolution terms herein.

2. Account Creation and Eligibility

Account Registration: To post a Quest or use most features of the Platform, you must first create a consumer account. You agree to provide accurate, current, and complete information during registration and at all times when using the Platform. You must be at least the age of majority in your province/state or at least 18 years old (whichever is higher) to register and use Masters Guild as a consumer. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

Eligibility Verification: As part of account setup and ongoing use, Masters Guild may require identity verification. This may include verifying your email address, phone number, and providing government-issued identification or other information to confirm your identity. In particular, when adding payment methods or using our payment services (Masters Pay or Masters Transfer), you will be required to verify your identity and payment information to comply with antifraud and legal requirements. Masters Guild reserves the right to reject, suspend, or terminate any account that fails to meet our verification or eligibility standards.

One Account Rule: You may only register and maintain one consumer account (except as provided for corporate accounts below). You may not create multiple accounts or impersonate any other person or entity. All accounts must be registered with a valid identity; false information or misrepresentation is grounds for suspension or termination.

3. Corporate Accounts

Masters Guild allows organizations, companies, or other entities to register corporate accounts. Corporate accounts are generally treated the same as individual accounts under these Terms. If you register an account on behalf of a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and act as its authorized representative. All obligations and responsibilities in these Terms apply equally to corporate users. Corporate accounts do not receive any special exemptions from the rules: for example, posting illegal or prohibited Quests, engaging in misconduct, or violating these Terms will result in the same consequences (suspension, termination, etc.) as for individual accounts. The company (and its representative) using the account will be held responsible for compliance with these Terms and the actions taken under the account.

4. Posting Quests and Accepting Offers

Quest Posting: As a consumer, once your account is created, you may post Quests describing the task or service you need (“Quest”). You agree to provide truthful and clear information about the desired service, including scope, requirements, location (if applicable), and any other pertinent details so that Providers can make informed offers. All Quests you post must be for legitimate, legal services (see Prohibited Services below for restrictions). Masters Guild reserves the right to remove or modify any Quest that, in our judgment, violates these Terms or that we deem inappropriate for the Platform.

Accepting an Offer: Providers may respond to your Quest with offers or bids to perform the work, which can include proposed fees and other terms. When you accept a Provider’s offer on a Quest, you are entering into a direct agreement with that Provider for the completion of the task under the terms of the accepted offer. Once you accept an offer, the Quest is considered awarded and is no longer open for other Providers. Masters Guild will notify you and the Provider of the accepted offer, and if you are using a Platform-facilitated payment method (Masters Pay or Masters Transfer), payment authorization will be handled as described in Section 5.

Cancellation of Accepted Quest: If you have accepted a Provider’s offer but later decide not to proceed with that Provider, you may cancel the Quest. However, once canceled, that Provider’s engagement is terminated and to hire a different Provider, you will need to repost the Quest as a new listing (or re-open it, if that functionality is available) so other Providers can make offers. You cannot accept multiple offers on the same Quest simultaneously – only one Provider can be engaged per Quest. Cancellation of an accepted Quest should be done in good faith and as soon as possible to avoid inconveniencing Providers. Note that canceling a Quest after work has begun or close to the scheduled service time may have financial consequences according to the Provider’s refund/cancellation policy or applicable law (see Section 7 on Refunds). If you repeatedly cancel Quests after accepting offers without valid reasons, Masters Guild reserves the right to review and possibly suspend your account for misuse of the Platform.

5. Payment Methods and Masters Guild Payment Services

Masters Guild offers multiple payment options for you to pay Providers for completed Quests. By posting a Quest or accepting an offer, you agree to pay the Provider’s quoted price (plus any applicable fees or taxes) using one of the following payment methods:

• Direct Payment to Provider: You may choose to pay the Provider directly, outside of the Platform’s payment system. This could be via cash, an external etransfer, check, or any method you and the Provider mutually agree upon outside of Masters Guild. If you choose direct payment, Masters Guild does not process or hold any funds for the transaction. You and the Provider are solely responsible for arranging the payment and handling any receipts or records. Masters Guild will not be able to assist with payment disputes for direct payments since it is not involved in the transaction. (Note: Even when paying directly, you must still use the Platform to document the agreement and completion of the Quest, and all Terms (such as prohibited activities and dispute resolution) continue to apply.)
• Masters Pay (Credit/Debit Card): Masters Guild’s credit and debit card payment service (“Masters Pay”) allows you to pay through the Platform using a card. When you accept a Provider’s offer and choose Masters Pay, you authorize Masters Guild to pre-authorize (put a hold on) your credit/debit card for the full amount of the Provider’s fee (plus any applicable taxes and Platform fees) at the time of accepting the offer. The card will typically not be charged until the service is confirmed as completed. Once the Quest is completed (as confirmed by you and/or the Provider through the Platform), the pre-authorized amount will be captured (charged) to your card. If the Quest is canceled before completion or the Provider fails to deliver the service, the pre-authorization hold will be released or the charge will be canceled, as applicable.
• Consumer platform Fee: For payments processed via Masters Pay, Masters Guild will add a platform fee of 5% of the transaction amount on top of the Provider’s fee. This fee is charged to you (the consumer) to cover payment processing and Platform costs. The 5% fee will be clearly shown at checkout before you confirm payment. (Providers separately pay a Platform fee on Masters Pay transactions as outlined in the Provider Agreement; the 5% consumer fee is in addition to the provider’s fee and does not reduce the amount the Provider receives for the work.)
• Charge Authorization: By using Masters Pay, you also agree that Masters Guild (through its payment processor) may charge your card for the authorized amount and any applicable fees upon completion of the Quest. If the final amount is different from the pre-authorized amount (for example, if you agreed to a change in scope that affects price), you will be informed and may need to approve a new charge amount. Masters Guild uses a third-party payment processor compliant with security standards, and your card information is stored securely. You may be required to provide additional dentification or information when using Masters Pay to ensure payment security and comply with anti-fraud measures.
• Masters Transfer (Bank Transfer): Masters Guild also offers a direct bank transfer payment option (“Masters Transfer”). This method allows you to pay directly from your bank account to the Provider through the Platform’s system. When using Masters Transfer, you will need to link or provide your banking information through our secure payment service provider. When accepting offer for a Quest and payment via Masters Transfer, Masters Guild will verify that your account has sufficient funds or obtain a pre-authorization for the transfer amount. This could involve a quick balance check or a hold similar to the credit card process, ensuring that the agreed funds are available. Once the Quest is completed, the Platform will initiate the transfer of funds from your bank to the Provider’s account.
• Masters Transfer Fees: Masters Guild does not charge the consumer an additional service fee for using Masters Transfer beyond any standard transaction fee that might be disclosed at the time of payment. (The Provider pays a small fee for this service, capped at $5, as detailed in the Provider Agreement.) Masters Guild’s system will handle the transfer securely and may use encryption and verification steps to protect your banking information. As with Masters Pay, if the Quest is canceled or not completed, any initiated bank transfer will be canceled or refunded as appropriate.

Payment Authorization and Completion: By choosing either Masters Pay or Masters Transfer, you appoint Masters Guild as your limited payment agent for the sole purpose of transmitting your payment to the Provider. You agree that a payment received by Masters Guild on your behalf fulfills your obligation to pay the Provider as if you paid them directly. Conversely, until the Provider actually receives payment from Masters Guild, the Provider has not been paid. Masters Guild will make commercially reasonable efforts to ensure that Providers are paid promptly after work completion (typically this occurs automatically within a short period after you confirm completion, subject to any holds or dispute processes). You agree to not circumvent the payment system when you have chosen to use it — for example, you should not attempt to pay a Provider off-platform after selecting Masters Pay or Masters Transfer, as this may be considered a violation of these Terms.

Payment Issues: If a payment method you provided fails (for example, a card declines or a bank transfer is rejected), you agree to promptly provide an alternative payment or otherwise settle any amounts due. Masters Guild may suspend your account or the Provider’s work on an ongoing Quest if payment authorization fails and cannot be resolved. You are responsible for any fees or charges from your bank or card issuer (such as overdraft fees, foreign transaction fees, etc.) that result from your use of our payment services.

Taxes: The fees and prices for Quests are generally quoted before applicable taxes (unless stated otherwise). As a consumer, you may be charged taxes (such as sales tax, VAT, GST/HST, etc., depending on your location and the nature of the service) on top of the Provider’s fee and any Masters Guild fees. Masters Guild will collect taxes from you where required by law and remit them to the appropriate authorities. All such tax charges will be shown at the time of checkout or payment. It is your responsibility to report or pay any taxes that apply to you by law if Masters Guild is not required to collect them.

6. Restricted and Prohibited Services

Masters Guild strictly prohibits the posting of any Quests that involve illegal or hazardous services. When using the Platform, you must not request or seek any service that is unlawful, violates any applicable local, provincial/state, federal, or international law, or would cause a Provider to be complicit in such violations. This includes, but is not limited to:

• Illegal Activities: Any task that would involve committing a crime, assisting in the commission of a crime, or facilitating any illegal activity. For example, you cannot post Quests for purchasing or transporting illegal substances, hacking or illicit data access, fraud, violence, theft, or any other unlawful conduct.
• Contraband or Regulated Items: Requests involving the handling, procurement, or transport of contraband, stolen goods, or items regulated by law (such as weapons, certain chemicals, etc.) are forbidden.
• Illicit Services: Prostitution, human trafficking, or any exploitative services are absolutely banned. Also prohibited are services that would violate others’ rights (e.g., requests for someone to infringe copyright, steal trade secrets, or invade privacy).
• Other Prohibited Content: Any Quest that in Masters Guild’s judgment is inappropriate, dangerous, or unethical, even if not explicitly illegal. This may include requests that pose excessive risk to personal safety, involve cruelty, or violate our community standards.

Masters Guild reserves the right to review, refuse, or remove any Quest that we suspect falls into the above categories or otherwise violates these Terms. If you post a restricted or prohibited Quest, Masters Guild may immediately remove the posting and suspend or terminate your account. In serious cases, we may report illegal activities to law enforcement authorities. There is zero tolerance for using the Platform to engage in or solicit illegal services.

7. User Conduct and Prohibited Behavior

We expect all users to behave respectfully and lawfully on Masters Guild. When interacting on the Platform (including communication with Providers, posting content, and using our systems), you agree NOT to engage in any of the following prohibited behaviors:

• Harassment or Abuse: Do not harass, threaten, insult, bully, or stalk Providers or other users. Hate speech, discriminatory remarks, or any form of unlawful harassment is strictly forbidden.
• Fraud and Misrepresentation: Do not engage in fraud or misleading behavior. This includes misrepresenting your identity or intentions, providing false information, or attempting to scam Providers (for example, by refusing to pay for legitimate services, or making false claims about a completed service to get a refund). You must not use the Platform in any way to facilitate fraudulent financial activities or pyramid schemes.
• Illegal Use of the Platform: Aside from posting illegal Quests (covered in Section 6), you must not use Masters Guild’s site, app, or tools to further any illegal purpose. This includes attempting to launder money, distribute illicit content, or coordinate unlawful activities through communications on our Platform.
• Spam and Unsolicited Communications: Do not spam or advertise to Providers or other users without their consent. This means you should not post repetitive content, send mass marketing messages, or solicit users with unrelated products or services. Using the Platform’s messaging or Quest system to send unsolicited promotions or referrals is prohibited.
• System Abuse and Exploitation: You must not attempt to interfere with or exploit the Platform’s technology, security, or functionality. Prohibited technical behaviors include: introducing viruses or malware; performing hacking, pinging or denial-of-service attacks; attempting to circumvent security measures or user authentication; scraping or data-mining the Platform without permission; or using
  automated scripts, bots, or scrapers in a manner not authorized by Masters Guild. Additionally, attempting to exploit the Platform’s fee structure or policies (for example, encouraging Providers to work or be paid off-platform in a manner meant to avoid fees when you initially agreed to use Masters Guild’s payment system) can be considered misconduct.
• Inappropriate Content: Any content you contribute (in Quest descriptions, messages, etc.) must be appropriate and legal. Do not share obscene, pornographic, or excessively violent imagery or text, and do not post personal data of others without consent. Also, refrain from any content that violates intellectual property rights (e.g., don’t upload others’ copyrighted material in a Quest request without permission if applicable).

Consequences of Misconduct: If you engage in any of the above prohibited behaviors or otherwise violate these Terms, Masters Guild may take action at our discretion. Actions can include warning you, removing or editing offending content, suspending your account, or terminating your account outright for serious or repeated violations. In cases of illegal activity, fraud, or safety threats, we may also take legal action against you or refer the matter to law enforcement. You understand that Masters Guild has the right (but not the obligation) to monitor interactions and content on the Platform and to investigate any suspected violations of these Terms or complaints raised by other users.

8. Dispute Resolution Between Consumer and Provider

Masters Guild strives to foster positive interactions, but disputes between consumers and Providers can sometimes occur. By using the Platform, you agree that any dispute, claim, or controversy arising out of or relating to a Quest or services received from a Provider will be resolved through binding arbitration, rather than in court. This means that if you have a disagreement or claim against a Provider (or vice versa) that you cannot resolve informally, both you and the Provider agree to submit the dispute to an impartial arbitrator instead of pursuing a lawsuit in the courts.

Arbitration Process: Either party (you or the Provider) may initiate the arbitration process by providing written notice to the other and to Masters Guild (for informational purposes). The arbitration shall be administered by a neutral arbitration service that both parties mutually agree upon, or if an agreement cannot be reached, by an established arbitration organization such as the American Arbitration Association (AAA) or a Canadian equivalent, depending on the location of the parties. The arbitration may be conducted in person in a mutually convenient location or via an online/telephonic process if both parties agree. The arbitrator’s decision will be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Governing Rules and Law: The arbitration will be conducted in accordance with the chosen arbitration organization’s rules (for example, the AAA Consumer Arbitration Rules, if applicable, or similar). The arbitrator shall apply the governing law designated in Section 11 (Governing Law) of these Terms (Canadian or Delaware/U.S. law, as applicable) to the dispute. The arbitrator may award any relief that a court of law could, including monetary damages, injunctive relief, or declaratory relief, but may not award punitive damages or attorneys’ fees unless such awards are allowed by the governing law or required by statute.

Individual Disputes Only: You and the Provider agree to resolve disputes only on an individual basis, and not as part of any class, consolidated, or representative action. Class action lawsuits, class-wide arbitrations, private attorney-general actions, or any other proceeding where someone acts in a representative capacity are not allowed. By agreeing to arbitration, you are waiving any right to participate in such actions against the Provider or Masters Guild.

Masters Guild’s Role in Disputes: While the arbitration agreement is between you and the Provider, you acknowledge that Masters Guild may assist in attempting to facilitate a resolution before arbitration is initiated. For example, Masters Guild may provide a mechanism for you to communicate and negotiate with the Provider, or our customer support may step in to mediate informally. However, Masters Guild is not an arbitrator and will not be a party to the arbitration. The dispute is ultimately between you and the Provider. Masters Guild’s only involvement will be to the extent necessary to enable the arbitration
process (for instance, providing records of communications or transactions if requested by lawful process).

Exceptions: This arbitration clause does not prevent you or the Provider from bringing issues to the attention of governmental agencies or regulators. You both have the right to report problems to agencies that can, if the law allows, seek relief against the other on your behalf. Additionally, any claims against Masters Guild itself (as opposed to between you and a Provider) are not covered by this Section and would be handled as per Masters Guild’s own dispute resolution or legal process (see Section 12 on Liability).

By agreeing to these Terms, you acknowledge that you are giving up your right to go to court (except for matters that may not be arbitrable by law) and your right to a trial by jury, and that you are also waiving any right to participate in a class action or similar proceeding. This arbitration provision will survive termination of your account or usage of the Platform.

9. Refunds and Cancellation Policy

Masters Guild is a marketplace and does not set a unified refund policy for services, because each Provider may have their own policies regarding cancellations, refunds, or satisfaction guarantees. Before accepting an offer from a Provider, you are responsible for reviewing and understanding that Provider’s refund or cancellation policy (if they have one). The Provider may communicate their policy in their offer, in their profile, or upon request. For instance, some Providers might allow a full refund if you cancel a certain number of hours or days before the scheduled service, while others might charge a cancellation fee or only offer partial refunds for work already done or time reserved.

Platform-Facilitated Payments: If you paid through Masters Pay or Masters Transfer and are entitled to a refund under the Provider’s policy or by law, the Platform will assist in processing that refund via the original payment method. The timing of refunds can vary: credit/debit card refunds might take several business days to appear on your statement, and bank transfer refunds might take a few days to process. Masters Guild will promptly initiate any agreed-upon refund once it has been approved by the Provider or determined through the dispute resolution process.

No Show or Incomplete Service: If a Provider fails to show up or complete the service as agreed, and you are not at fault, you are generally entitled to a refund for any payment made for that Quest (excluding any portion of work that was actually and satisfactorily completed, if applicable). In such cases, you should report the issue to Masters Guild and the Provider as soon as possible. We may guide you through the dispute resolution process and, if appropriate, help reverse charges made via Masters Pay or Masters Transfer.

Direct Payment Situations: If you paid a Provider directly (outside the Platform’s payment system), any refund must be resolved between you and the Provider. Masters Guild will not have the funds to refund to you in this scenario and cannot force the Provider to issue a refund, but we still encourage both parties to come to a fair resolution. You can leave feedback or formally dispute the Quest on the Platform to reflect the issue, and repeated problems by a Provider can result in their suspension.

Platform Fees: Masters Guild’s service fees (such as the 5% Masters Pay fee to consumers) are generally non-refundable, except in the case of error or where the entire transaction is refunded due to a Provider’s failure to deliver. If you received a full refund for a Quest via Masters Pay, the 5% service fee you paid will also be refunded. Partial refunds will include a proportional refund of the service fee where appropriate.

Remember that any refund policies offered by Providers are in addition to your statutory rights. Depending on your jurisdiction, you may have certain rights to cancel or receive refunds (for example, under consumer protection laws) that cannot be waived by any agreement. Nothing in these Terms is intended to limit your rights under such laws. However, outside of those rights and a Provider’s own policies, all sales of services are final. Masters Guild does not guarantee refunds for dissatisfaction with a Provider’s work — those issues should be addressed through the rating system, direct resolution, or ultimately arbitration if necessary.

10. Privacy and Data Retention

Your privacy is important to Masters Guild. When you use the Platform, you consent to the collection, use, disclosure, and handling of your personal information as described in our Privacy Policy (available on our website), which is incorporated into these Terms by reference. We adhere to applicable privacy laws and regulations in the regions where we operate, including Canada’s privacy laws and, for U.S. users, relevant U.S. laws.

Data Retention: Masters Guild will retain your data as required by Canadian law and other applicable regulations. This means that we may keep certain records of your account information, transactions, communications, and other data for a period mandated by laws (for example, for tax, audit, anti-fraud, or law enforcement purposes). Even if you delete your account or requests to erase data, there may be records we must preserve to comply with legal obligations or to resolve disputes. We will not keep personal data longer than necessary for those purposes. When data is no longer needed, we will securely delete or anonymize it in accordance with our policies.

Data Storage and Security: Personal data and sensitive information (such as payment details) that you provide to Masters Guild are stored on secure servers. Masters Guild employs encryption and industry-standard security practices to protect sensitive user data both in transit and at rest. For example, credit card numbers are processed and stored by our PCI-DSS-compliant payment processors and are encrypted. We also perform regular data backups and take measures to safeguard data integrity. However, no method of storage or transmission is 100% secure, so while we strive to protect your information, we cannot guarantee absolute security. You should also do your part by using a strong password, protecting your account credentials, and notifying us of any suspected unauthorized access to your account.

Compliance with Privacy Laws: Masters Guild complies with applicable data protection laws, including the California Consumer Privacy Act (CCPA) for U.S. users where applicable, and Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA) and related provincial privacy laws. For more details on how we manage personal information and your rights regarding your data, please review our Privacy Policy. By using the Platform, you acknowledge that you have read and understood the Privacy Policy.

11. Termination of Account

By Masters Guild: Masters Guild reserves the right to suspend or terminate your account at any time for any violation of these Terms or if we suspect any misuse of the Platform. This includes (but is not limited to) posting illegal or prohibited Quests, engaging in harassment or fraud, failing to pay for services, or any other conduct that harms other users, third parties, or the integrity of the Platform. We may also suspend or terminate your account to comply with legal requirements or if instructed by law enforcement. In most cases, we will attempt to provide you with notice of the termination or suspension and, where appropriate, an opportunity to appeal or correct the issue; however, in cases of severe misconduct or security concerns, we may act immediately and without prior notice.

By You: You have the right to deactivate or terminate your Masters Guild consumer account at any time. You can do so by following the account closure instructions on the Platform or by contacting customer support. Upon closing your account, you will no longer be able to post new Quests or interact with Providers. However, any ongoing Quests at the time of termination should be completed or properly canceled before you close your account. You will remain responsible for any outstanding obligations (such as payment for a completed Quest or resolving a pending dispute) even after your account is closed.

Effect of Termination: Upon termination of your account (by you or by us), your right to use the Platform ceases immediately. Masters Guild will remove or disable your profile and may delete your postings and other content (except to the extent we are obligated to retain data as described in Section 10). No refunds of membership fees or other fees will be provided upon termination, except at our discretion or as required by law or as specified in a separate refund policy. If your account was terminated due to a breach of these Terms or misconduct, you may not create a new account without our express permission. Masters Guild may also refuse to allow you to re-register in the future.

Survival: Any provisions of these Terms that by their nature should survive termination (such as arbitration agreement, disclaimers of warranties, limitation of liability, and indemnity obligations, if any) will remain in effect after your account is terminated.

12. Disclaimers and Limitation of Liability

No Warranty for Services: Masters Guild makes no warranties or representations about the quality, suitability, reliability, or availability of any Providers or services booked through the Platform. We do not guarantee that any service or result will meet your expectations or requirements. The Platform (including our website and mobile applications) is provided on an “as is” and “as available” basis without warranty of any kind. To the maximum extent permitted by law, we disclaim all warranties, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose,
non-infringement, and any warranties arising out of course of dealing or usage of trade. Masters Guild does not warrant that the Platform will be uninterrupted, error-free, secure, or free of viruses or other harmful components, though we take reasonable measures to maintain the service.

Liability for Third-Party Conduct: You acknowledge that independent Providers, not Masters Guild, perform the services for which you contract. Masters Guild is not liable for the acts or omissions of any user, whether a Provider or another consumer. This means that if a Provider you hire causes any injury, loss, or damage to you or your property, or fails to complete a Quest as agreed, Masters Guild is not responsible for those outcomes. Any claim for damages or losses arising from a Provider’s work must be made against the Provider, not Masters Guild. Similarly, Masters Guild is not responsible for any injuries or harm that you may cause to Providers or any third party in the course of using the Platform.

Limitation of Liability: To the fullest extent permitted by applicable law, Masters Guild (including our officers, directors, employees, agents, and affiliates) will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or any loss of profits, data, use, goodwill, or other intangible losses, resulting from or in connection with your use of the Platform or any services arranged through the Platform. This limitation of liability applies whether the claim is based in warranty, contract, tort (including negligence), strict liability, or any other legal theory, even if Masters Guild has been advised of the possibility of such damages. In no event will Masters Guild’s total cumulative liability to you for any claims arising out of or related to these Terms or the use of the Platform exceed the greater of (a) the total amount of platform fees you paid to Masters Guild in the six (6) months prior to the event giving rise to the liability, or (b) $100 CAD. (Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of these limitations may not apply to you. In such cases, our liability will be limited to the maximum extent permitted by law.)

Indemnification: You agree to indemnify and hold harmless Masters Guild and its affiliates, officers, employees, and agents from any and all claims, liabilities, damages, losses, and expenses (including legal fees) arising out of or relating to: (a) your use of the Platform or any services obtained through the Platform; (b) your breach or violation of these Terms or of any law or regulation; (c) your violation of the rights of any third party, including Providers (such as any harm or damage you may cause to a Provider or their property); or (d) any content you submit or actions you take on the Platform. Masters Guild reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (in which event you will cooperate with Masters Guild in asserting any available defenses). This indemnification obligation survives termination of your account and use of the Platform.

Consumer Rights: Certain jurisdiction-specific laws (for example, some provincial consumer protection laws or U.S. state laws) may not allow some of the disclaimers or limitations of liability in this Section. Nothing in these Terms is intended to limit your rights as a consumer that cannot be limited by contract. In such jurisdictions, Masters Guild’s liability will be limited to the maximum extent permitted by law.

13. Governing Law and Jurisdiction

Masters Guild operates both in Canada and the United States, and the governing law for these Terms will depend on which Masters Guild entity you are contracting with and where you use the Platform:

• Canadian Users / Masters Guild Inc. (Canada): If you reside in Canada or outside the United States, or if you are contracting with Masters Guild Inc. (the Canadian parent company), these Terms and any dispute arising out of or in connection with them or with your use of the Platform shall be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to its conflict of law principles. You agree that any dispute that is determined not to be subject to arbitration (if any) shall be brought in the courts of competent jurisdiction located in the Province of Alberta, Canada, and you hereby irrevocably submit to the personal jurisdiction of such courts for that purpose.
• U.S. Users / Masters Guild (Delaware) Inc.: If you reside in the United States and/or are contracting with Masters Guild’s U.S. subsidiary (for example, Masters Guild Inc. organized in Delaware), these Terms and any dispute arising out of or related to them or your use of the Platform shall be governed by the laws of the State of Delaware and applicable U.S. federal law, without regard to conflict of law principles. You agree that for any dispute not subject to the arbitration agreement above, the courts located in the State of Delaware (state or federal) shall have exclusive jurisdiction, and you consent to the exercise of personal jurisdiction by such courts.

International Use: Masters Guild makes no representation that the Platform is appropriate or available in all locations. Those who access or use the Platform from jurisdictions other than Canada or the U.S. do so at their own risk and are responsible for compliance with local law. However, the governing law as specified above (Canada or Delaware/U.S., as applicable) will still apply to the fullest extent possible.

Legal Compliance: You agree to comply with all local, provincial/state, national, and international laws and regulations that apply to your use of the Platform and the services received. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from these Terms.

14. Miscellaneous

Entire Agreement: These Terms (along with any policies or documents incorporated by reference, such as the Privacy Policy) constitute the entire agreement between you and Masters Guild regarding your use of the Platform as a consumer. They supersede any prior agreements or understandings, whether written or oral, relating to your use of the Platform.

Amendments: Masters Guild may update or modify these Terms from time to time. We will provide notice of material changes (for example, by email or through the Platform). Your continued use of the Platform after updated Terms have been posted will constitute your acceptance of the revised Terms. If you do not agree to the changes, you must stop using the Platform and may close your account.

Severability: If any provision of these Terms is held to be invalid or unenforceable by a court or arbitrator of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of these Terms will remain in full force and effect.

No Waiver: Masters Guild’s failure to enforce any right or provision of these Terms shall not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by an authorized representative of Masters Guild.

Contact Information: If you have any questions or concerns about these Terms or the Platform, or if you need to provide any notice under these Terms, please contact Masters Guild at:
Masters Guild Inc.
Attn: Legal Department / Terms of Service
Email: [legal@mastersguild.io]

By using the Masters Guild Platform as a consumer, you acknowledge that you have read, understood, and agree to these Terms of Service. Thank you for being part of the Masters Guild community and for adhering to these guidelines to ensure a safe and productive environment for all users.

Service Provider Agreement

1. Introduction

This Service Provider Agreement (“Agreement”) is a legal contract between you (an independent service provider, referred to as “Provider,” “you,” or “Contractor”) and Masters Guild Inc., including its applicable subsidiaries (collectively, “Masters Guild” or the “Company”). Masters Guild operates a job matching platform (“Platform”) that connects Providers with consumer clients (“Consumers” or “Clients”) seeking services. By signing up for a Provider account or by using the Platform to offer and provide services, you agree to all the terms and conditions of this Agreement. If you do not agree, you must not use the Platform as a Provider.

Parties: Depending on your location, you may be contracting with Masters Guild’s Canadian parent company or its U.S. subsidiary. If you are providing services in the United States, this Agreement is between you and Masters Guild’s subsidiary in Delaware; if you are providing services in Canada or elsewhere (outside the U.S.), this Agreement is between you and Masters Guild Inc. (Canada). In either case, Masters Guild may be referred to as “the Company,” “we,” or “us” in this Agreement.

Independent Contractor Relationship: This Agreement does not create any employment, partnership, joint venture, franchise, or agency relationship between you and Masters Guild. You are entering into this Agreement as an independent contractor to use the Platform to find and perform work for Clients. Nothing in this Agreement is intended to, or shall be deemed to, make you an employee or agent of Masters Guild or to render Masters Guild an employer or joint employer of you with respect to any services you provide to Clients. (See Section 2 below for more details on independent contractor status.)

2. Independent Contractor Status

Non-Employment: As a Provider on Masters Guild, you operate as an independent contractor. You are not an employee, agent, joint venture, or partner of Masters Guild for any purpose. Masters Guild does not, and will not, supervise, direct, or control your work in the manner of an employer. You are free to accept or decline any particular opportunity on the Platform and to control how you complete any work accepted, subject to the agreement between you and the Client. You will not be entitled to any benefits that Masters Guild offers its employees (if any), such as health insurance, retirement plans, or unemployment insurance. You are solely responsible for all costs and expenses you incur in the course of performing services (unless expressly agreed otherwise with a Client as part of a Quest’s terms).

Business Operations: You have the right to conduct your services as your own business. This means you may advertise your services outside the Platform, maintain a business name or entity, and perform work for others (including competitors of Masters Guild) subject only to the non-exclusivity provisions in Section 3 below. You are responsible for providing all tools, equipment, and resources necessary to complete the Quests you accept. If you engage others (such as your own employees or subcontractors within your business) to help you, you do so at your own expense and risk (and as further governed by Section 7, you generally may not subcontract without consent). Masters Guild will not dictate your work hours, location (except as required by a specific Client’s Quest), or other business operations. However, you agree to perform any services for Clients in a professional manner consistent with industry standards and the Client’s requirements.

No Authority to Bind: Because you are an independent contractor, you have no authority to bind or commit Masters Guild to any agreement or obligation, and you must not represent to anyone that you have such authority. You agree that you will not make any statements or take any actions that could lead a Client or other third party to believe you are an employee or official representative of Masters Guild. You are solely responsible for your actions and communications with Clients, and you shall not imply that any policies, pricing, or warranties you offer come from Masters Guild.

3. Non-Exclusivity and No Non-Compete

No Exclusive Relationship: Masters Guild does not require exclusivity. You are free to engage in other business or contractual relationships, including offering services through other platforms or directly to clients outside of Masters Guild. Using Masters Guild as a Provider does not restrict you from providing similar services through other channels at any time. Likewise, Masters Guild may engage and allow many Providers and does not guarantee any particular volume of business to you.

No Non-Compete: There are no non-compete clauses in this Agreement that prohibit you from competing with Masters Guild or from performing services in any market or area. For example, Masters Guild will not prevent you from working for a competitor platform or soliciting business from clients independently. You do not have to refer potential clients or work exclusively to Masters Guild, and you incur no penalty for finding work elsewhere. (However, note that certain information you obtain through the Platform, such as personal data about Clients, may be subject to confidentiality or non-solicitation provisions under privacy laws or this Agreement’s terms of use. See Section 12 on Privacy.)

No Circumvention of Platform During Active Engagement: While you are free to compete and find work outside Masters Guild, when you have connected with a specific Client via the Platform for a particular Quest, you should conduct that Quest’s business through the Platform as agreed. Accepting a Quest on the Platform and then arranging with the Client to complete it off-platform in order to avoid fees is considered a violation of the Platform’s rules. Masters Guild does not impose a general non-circumvention period (for example, some platforms restrict you from working with the same client off-platform for a certain time) – we have no such broad restriction – but we expect honesty in using the Platform’s tools for Quests accepted through it. If Masters Guild discovers deliberate circumvention or manipulation to avoid fees on active Quests, it may result in suspension or termination of your account. This still does not restrict your freedom to work outside the Platform on other opportunities or future dealings; it only covers the fair use of the Platform for existing Quests.

4. Provider Registration and Background Checks

Account Setup: To become a Provider on Masters Guild, you must create a Provider account. During registration, you will be required to provide certain information, which typically includes your full name (or business name and representative’s name), contact information (email, phone number), and banking or payment details (so you can receive payments). You agree to provide truthful, accurate, and up-to-date information and to update any information promptly if it changes (for example, if you get a new phone number or your banking info changes).

Verification Process: Masters Guild will conduct basic background checks and verifications as a condition of activating your Provider account. At minimum, this will include verifying the email address and phone number you provided (for instance, via verification codes or links). We will also verify your bank account or payment receiving method to ensure that payouts can be processed to you (this might involve micro-deposits or requiring documentation to confirm the account belongs to you). Masters Guild may also request that you provide a form of government-issued identification or other proof of identity to confirm you are who you claim to be, especially if required by payment processors or anti-fraud regulations.

Licenses and Certifications: If you plan to offer services in a category that is regulated or that typically requires special qualifications (for example, professional trades like electrical work, plumbing, certain consulting services, etc.), you have the option to upload copies of relevant licenses, certifications, permits, or insurance documents to your Provider profile. Uploading such credentials is not mandatory for all service categories, but it is strongly encouraged for those where Clients would reasonably expect a certified professional. Masters Guild may, at its discretion, verify the authenticity of these documents. By uploading any license or certification, you represent and warrant that it is valid, current, and legitimately issued to you. Displaying these on your profile can increase trust with Clients, and some Clients or Quests may specifically require that a Provider have a particular certification. It is your responsibility to obtain and maintain any necessary professional licenses, permits, or insurance required by law or industry standards for the services you offer.

Additional Background Screening: Masters Guild reserves the right (but not the obligation) to perform additional background checks, which could include criminal record checks, reference checks, or verification of professional standing. If we choose to conduct such checks, we will do so in compliance with applicable laws and will obtain any required consents from you. Refusal to consent to required background checks might result in inability to register or suspension of your account. If a background check reveals issues that, in our sole discretion, make you unsuitable for the Platform (such as certain criminal convictions), we may deny or terminate your account.

Confidentiality of Verification Data: Information you provide for background checks or verification will be used solely for legitimate business purposes, such as confirming identity and qualifications, and will be handled in accordance with our Privacy Policy (see Section 12). We implement measures to keep sensitive information secure (for example, encrypting documents or Social Insurance/Social Security Numbers if collected). Only authorized personnel or third-party services involved in the verification process will access this data.

5. Fees, Pricing, and Payment Terms

As a Provider, you are entitled to set your own prices for the services you offer, and Masters Guild will facilitate payments from Clients to you. In exchange for using the Platform and its services, Masters Guild charges certain fees as detailed below. By providing services through Masters Guild, you agree to the following fee structure and payment terms:

5.1 Setting Your Rates:

You have full discretion to determine the fees you charge Clients for a given Quest or service. When you submit an offer or bid on a Client’s Quest, you will specify the price or rate you require for completing that task. Masters Guild does not dictate or guarantee your pricing – it is your responsibility to quote a fair price that reflects the work and your expertise. Please note that the offer amount you set is the gross amount before Platform fees; Masters Guild’s transaction fees (described below) will be deducted from that amount or added on top for the Client, depending on the fee type, when the transaction is processed.

5.2 Platform Transaction Fees:

Masters Guild will collect a service fee on transactions that are processed through the Platform’s payment systems (Masters Pay and Masters Transfer). The fee structure is as follows:

• Masters Pay Transactions (Credit/Debit Card Payments): If a Client pays you via the Masters Pay system (credit or debit card), Masters Guild will deduct a platform fee of 5% (five percent) from the total amount of the transaction as a service fee. This fee is taken out of the payment before it is forwarded to you. In other words, if you charge $100 for a Quest and the Client pays via Masters Pay,
  Masters Guild will collect $5 from client as the provider service fee, and you will receive $100 (ignoring any applicable taxes for this example). The Masters Pay provider fee (5%) helps cover the costs of payment processing, platform maintenance, and the services Masters Guild provides (such as facilitating the match, customer support, etc.).
• Masters Transfer Transactions (Bank Transfers): If a Client pays you via the Masters Transfer system (direct bank-to-bank transfer through the Platform), Masters Guild will deduct a platform fee of 5% of the transaction, capped at $5 (five dollars) maximum, from the payment to you. This means:
• For any payment amount where 5% would be less than $5, Masters Guild takes exactly 5%. (E.g., for a $50 payment, 5% is $2.50, so collect of $52.5 from quest issuer, deduct $2.50 platform fees and accepted offer amount would send to provider)
• For any payment amount where 5% would be more than $5, Masters Guild will only deduct $5. (E.g., for a $200 payment, 5% would be $10, but the fee is capped, so only $5 is taken.)
  Unlike Masters Pay, Masters Transfer does not impose an additional percentage fee on the Client (the Client likely will not be charged extra by Masters Guild, though standard bank transfer fees or currency conversion fees from their bank might apply if applicable). The fee cap is designed to encourage use of bank transfers for larger transactions and to provide cost predictability.
• Direct Payments (Outside Platform): If you and the Client choose to handle payment completely outside of the Platform (e.g., the Client pays you in cash, by e-transfer not through Masters Guild, or other direct means), then Masters Guild does not charge a transaction fee on that payment, because it is not processed through our system. However, be aware that even when no transaction fee is charged, you likely spent “tickets” or “gold” credits (see Section 5.3 below) to acquire the job. Additionally, all other terms of this Agreement and the platform rules still apply to that Quest. Masters Guild encourages that payments be done through the Platform for security and record-keeping; if you do accept direct payment, it is at your own risk and you are solely responsible for collecting that payment from the Client.

All platform fees are automatically calculated and deducted at the time of payment processing. You will be able to see a breakdown of the fee and your net earnings in your account for each transaction. Masters Guild reserves the right to modify the fee percentages or caps with at least 30 days’ notice to you (for example, via email or a platform notification). Any changes to fees will not apply retroactively to Quests already agreed upon before the effective date of the change.

5.3 Ticket and Gold System (Offer Credits):

Masters Guild uses an internal credit system commonly referred to as “tickets” or “gold” which Providers must use to submit offers on client Quests. Each time you bid or make an offer for a Quest, you may be required to spend a certain number of these tickets/gold. The specifics of this system are detailed on the Platform’s help section, but in summary:

• Allocation/Purchase: You may receive a number of tickets or gold credits when you sign up, and you may later purchase additional credits or earn them through platform promotions or subscription packages. (For instance, Masters Guild might sell bundles of tickets for a fee, or provide monthly allotments if you subscribe to a premium provider membership – terms of such programs are separate and provided on the site.)
• Use for Offers: Each Quest posting will indicate the cost in tickets/gold to submit an offer. If you choose to make an offer on that Quest, the required number of credits will be deducted from your balance at the time you send the offer. If you withdraw the offer or if the offer is not accepted, normally those credits are not immediately returned (spending credits is generally the cost of attempting to get the job). However, Masters Guild may have policies for refunding credits in certain cases such as if a Quest is canceled by the Client before any decision, etc. (see the Platform guidelines for details).
• No Monetary Value & Non-Transferable: Tickets and gold are not cash or currency, and they have no direct monetary value outside of the Platform. They are simply permission to make offers. They are also generally non-transferable between accounts and may expire if not used within a certain period (per any posted policy). Misuse of the ticket/gold system (such as attempting to sell credits off-platform or create multiple accounts to gain free credits) is a violation of this Agreement.
• Changes to System: Masters Guild reserves the right to change how the ticket/gold system works, including the amounts needed for offers or the cost of acquiring credits, with or without notice. We will endeavor to inform Providers of significant changes.

By using the Platform, you acknowledge that submitting offers may carry a cost via the ticket/gold system and that this is a part of the Platform’s model to ensure Providers are committed to the Quests they bid on. Spending these credits does not guarantee you will get the job, and you accept that risk. This system is separate from the transaction fee structure – even if a Quest is paid via direct payment (with no transaction fee), you still use up credits to make the offer.

5.4 Payment Processing and Payouts:

For payments processed through Masters Guild (Masters Pay or Masters Transfer), Masters Guild acts as a limited payment collection agent on your behalf. This means that we receive the funds from the Client, deduct any applicable fees, and then remit the remaining amount to you. You agree that payment from a Client to Masters Guild shall be considered the same as payment made directly to you, and we will be responsible for remitting the correct net amount to you. Typically:

• Once a Quest is marked as completed (either by Client confirmation or after a certain period if the client does not dispute completion), the payment will be captured from the Client’s method. Masters Guild will then initiate a payout to you for the net amount (after deducting fees).
• Payout Timeline: Payouts are usually initiated within a short period (for example, 1-3 business days) after a job is marked complete. The exact timing can depend on the payment method and any risk reviews. Bank transfer payouts to your account might take a few business days to settle. We may hold funds longer if a dispute is reported, if fraud is suspected, or for new Providers as part of a security hold – but we will inform you if that is the case.
• Payout Method: Your earnings will be sent to the bank account or other withdrawal method you have provided and verified in your account. It is your responsibility to ensure that your payout information is accurate and up-to-date. Masters Guild is not responsible for payments sent to an incorrect account if the information was provided incorrectly by you.
• Transaction Reports: You will have access to a dashboard or statement in your account showing your earnings, fees paid, and payout status for each Quest. This serves as a record for your accounting and tax purposes. Masters Guild will also provide year-end summaries or tax forms as required by law (for example, a Form 1099-K in the U.S. if you meet certain thresholds, or a T4A in Canada if applicable).

5.5 Refunds and Chargebacks:

In the event that a Client is entitled to a refund for a service (due to cancellation, dissatisfaction per your own policy, or as determined by dispute resolution or law), Masters Guild may issue a refund to the Client from the funds collected. If you have already been paid out for that Quest, Masters Guild reserves the right to deduct the refunded amount (proportionally) from your future payouts or to charge your payment method on file to recover the funds. Similarly, if a Client initiates a chargeback or payment reversal for a Masters Pay transaction, Masters Guild will handle contesting it, but if the chargeback is successful, we will treat it as a refund and seek reimbursement from you for the amount in question (since you received the funds for that service). Masters Guild will make reasonable efforts to inform you of any refund or chargeback claim and allow you to present evidence or arguments in your favor, especially in disputes or chargebacks, before making a decision or debiting your account.

5.6 Taxes on Earnings:

You are responsible for determining and paying any taxes (such as income tax, self-employment tax, VAT/GST/HST, etc.) on the income you earn through Masters Guild. Masters Guild does not withhold any taxes from your payments (unless we are required by law to do so in specific circumstances, in which case we will notify you). The earnings you receive will be reported to tax authorities as required by law (for instance, via Form 1099-K in the U.S. for qualifying providers, or other informational returns as applicable). You should maintain your own records of earnings and consult with a tax professional if needed to ensure you file and pay taxes correctly. Masters Guild will charge Clients any applicable sales or services taxes as required on transactions and may provide you with information on such taxes collected on your behalf if needed for your own tax filings (for example, if you have to remit certain taxes as the service provider, which is less common in a marketplace model but possible in some jurisdictions).

6. Provider Responsibilities (Taxes, Insurance, and Legal Compliance)

As an independent Provider on the Platform, you bear full responsibility for complying with all laws and regulations related to your business and the services you provide. This section outlines key responsibilities, including tax obligations, insurance, and general legal compliance:

6.1 Taxes:

You are solely responsible for reporting and paying all taxes associated with the income you earn through Masters Guild or any other aspect of your business. Masters Guild will not withhold or pay any income tax, social contributions, CPP/QPP, EI, worker’s compensation, disability insurance, or any other payroll taxes on your behalf. It is your duty to determine what taxes (federal, state/provincial, local, or other) you might owe on the payments you receive from Clients, and to file all required tax returns and payments in a timely manner. You should keep careful records of your earnings and expenses. If you are unsure about your tax obligations, we strongly advise consulting a tax professional.

In certain cases, Masters Guild may be required by tax authorities to provide you or the government with information about your earnings (for example, issuing a Form 1099-K to U.S. Providers who exceed the threshold, or other reporting forms). You agree to provide Masters Guild with any necessary tax identification information (such as a Social Security Number, Employer Identification Number, Social Insurance Number, or GST/HST number in Canada) when requested to enable compliance with such reporting requirements.

6.2 Insurance:

As an independent contractor, you are responsible for obtaining and maintaining any insurance that is appropriate for your trade or profession, or that you feel is needed to protect yourself. Masters Guild does not provide any insurance coverage for Providers. This includes:

• General Liability Insurance: to cover accidents, property damage, or injuries that may occur while performing a job.
• Professional Liability (Errors & Omissions) Insurance: if applicable, to cover claims of unsatisfactory work or mistakes in professional services.
• Workers’ Compensation Insurance: if you have employees, or if required for independent contractors in your jurisdiction, to cover work-related injuries.
• Auto Insurance: if your services involve driving (e.g., delivery services, errands), you must have appropriate auto insurance and any required licenses.
  Any insurance you carry is at your own expense. If a Client or law requires you to carry certain insurance for a specific job, you must comply with that requirement (for example, a commercial client might require proof of liability insurance before allowing work on their premises). Masters Guild strongly recommends that you have adequate insurance coverage because you are fully liable for any risks associated with your work. Masters Guild may ask you to provide proof of insurance in certain high-risk categories or enterprise contracts, and reserves the right to remove you from certain job categories if you cannot demonstrate required coverage.

6.3 Compliance with Laws and Regulations:

You agree to comply with all federal, state/provincial, and local laws, ordinances, regulations, and codes applicable to you as a Provider and to the services you offer. This includes, but is not limited to:

• Licensing and Permits: Obtaining any business license, trade license, permit, or certification required to legally perform your services in the region you operate. (For example, if you are an electrician, you must have the license to practice; if you handle food, you must follow food safety regulations; if you are providing childcare, you must comply with childcare regulations, etc.)
• Health and Safety Laws: Following all relevant occupational health and safety guidelines when performing work, to ensure your own safety, the safety of any assistants, and the safety of Clients and the general public. You must provide and use any safety equipment required for your tasks.
• Employment Laws: If you employ or subcontract others (with Masters Guild’s consent where required), you are responsible for complying with all employment laws (e.g., fair wages, working conditions, legally required benefits or worker’s compensation) for those persons. They will not be employees of Masters Guild; they are under your responsibility.
• Privacy and Data Protection Laws: You agree to handle any personal information you obtain through the Platform (such as a Client’s contact details or home address for a Quest) in compliance with applicable privacy laws. This means you should only use that information for the purpose of completing the service and not retain it longer than necessary or disclose it to third parties without permission. (See Section 12 for more on data protection.)
• Professional Standards: If you are a member of a professional body or your work is subject to industry standards or codes of conduct (for instance, attorneys, accountants, engineers, etc., if they were to use the platform), you must adhere to those standards in addition to platform rules.

If a law or regulation applicable to you conflicts with any portion of this Agreement or prevents you from complying with a part of this Agreement, please notify Masters Guild immediately to discuss a resolution. It is your duty to be aware of and follow the laws relevant to your work; Masters Guild does not provide legal advice or guidance on specific laws for your situation.

6.4 No Violation of Third-Party Rights:

In performing services, you will not infringe upon or misappropriate the intellectual property, privacy, or other rights of any third party. For example, you should not use pirated software in doing a Client’s task, and you should not take or use a Client’s or another person’s confidential information or property without authorization.

6.5 Indemnity for Non-Compliance:

(See also Section 11 on Indemnification.) If your failure to comply with any law or obtain a required license/insurance causes Masters Guild to incur any fines, penalties, or legal expenses (for instance, if a government agency holds Masters Guild liable in some way for your actions), you agree to indemnify Masters Guild for all such costs.

7. No Subcontracting of Quests

The Platform’s reputation and trust rely on the understanding that the Provider who is hired for a Quest is the one actually performing the work. As a Provider, you agree not to subcontract, delegate, or assign tasks to others without the Client’s consent and Masters Guild’s approval.

When you submit an offer for a Quest and a Client accepts, it is understood that you (and only you, or your direct employees in the case of a business entity provider) will complete the work. You must not hand off the job to another person, especially someone outside of the Platform who has not gone through Masters Guild’s verification process. Some specific guidelines:

• Use of Your Own Team: If you operate as a company or have a team (for example, a cleaning company with multiple cleaners, or a moving company with a crew), you may utilize your employees or associates to assist in completing a Quest provided that you disclose this to the Client in advance and ensure that all team members behave consistently with this Agreement. You, as the account holder, remain fully responsible for the quality and safety of the work done by your team. Masters Guild may require that any individual who performs work under your account be properly vetted or identified.
• No Unauthorized Subcontractors: You may not simply forward or “sell” a Quest to another service provider as a subcontractor, particularly not to someone who is not registered on Masters Guild. The Client hired you, based on your profile, qualifications, and proposal. If you engage an outside subcontractor without permission, it is considered a serious violation and grounds for termination of your account.
• Emergencies or Exceptions: If an unforeseen circumstance arises (for example, you have an emergency and cannot personally complete the task after accepting it), you should notify the Client and Masters Guild immediately. We may work with the Client to find a replacement Provider through the Platform. You should not unilaterally send an alternate person. In some cases, with explicit consent from the Client and Masters Guild, a one-time exception might be made to allow someone else to fulfill the task on your behalf — but this must be clearly agreed to by all parties in writing (through the Platform’s messaging for record-keeping).
• Accountability: Should you violate this no-subcontracting clause, Masters Guild may terminate your account (as per Section 9) and you will forfeit any payments for that Quest. The Client will not be obligated to pay for services rendered by an unapproved substitute. Additionally, you will be liable for any damages or losses suffered by the Client, the substitute, or any third party as a result of unauthorized delegation of the task.

Remember, Clients choose Providers based on trust and specific credentials. Subcontracting without permission breaks that trust and undermines the integrity of the Platform’s marketplace.

8. Dispute Resolution with Clients

While you will make every effort to provide excellent service, disputes or disagreements with Clients may occur. To resolve such issues efficiently, you agree to the following dispute resolution process:

8.1 Good Faith Negotiation:

In the event of a disagreement or complaint from a Client (or from you regarding a Client), both parties should first attempt to resolve the matter through good-faith communication. Use the Platform’s messaging system to clarify misunderstandings or negotiate a resolution. Many disputes can be resolved with a simple conversation – for example, agreeing on a partial refund, re-performing part of the service, or adjusting the price for changed circumstances.

8.2 Masters Guild Mediation:

If direct communication does not resolve the issue, you or the Client may contact Masters Guild customer support for assistance. Masters Guild may, at its discretion, offer to mediate the dispute. This mediation
could involve reviewing the Quest details, communications, and any evidence from both sides. Masters Guild may suggest a fair resolution (for instance, a certain refund amount or other compromise). However, note that any suggestion or mediation by Masters Guild is not binding – both you and the Client would have to agree to any mediated solution. Masters Guild’s role is simply to facilitate a mutually agreeable outcome if possible. Masters Guild is not obligated to provide mediation and may decline to intervene in certain disputes, especially if they involve complex factual disagreements or significant amounts.

8.3 Arbitration Agreement:

If a dispute cannot be resolved through negotiation or mediation, you agree that any claim or controversy arising out of or relating to services you provide to a Client through Masters Guild will be settled by binding arbitration between you and that Client. This arbitration agreement mirrors the one in the Consumer Terms of Service (Section 8 of the TOS) to which Clients agree, thereby creating a mutual obligation for both parties. Key points of this arbitration agreement include:

• The dispute will not be resolved in court or by a jury, but by a private and neutral arbitrator.
• Arbitration will be conducted on an individual basis. You and the Client waive any right to join or consolidate claims in arbitration with others, or to arbitrate any claim as a class representative or class member. No class actions or collective arbitrations are permitted.
• The arbitration shall be administered by a recognized arbitration body (such as the American Arbitration Association (AAA) for U.S. disputes, or a Canadian arbitration service for Canadian disputes) under its applicable rules for consumerbusiness or commercial disputes. The arbitrator will have the authority to award any relief that a court could, including damages or injunctions, but the arbitrator’s award will be final and binding, subject to only very limited court review as allowed by law.
• The arbitrator shall follow the Governing Law provisions in Section 13 of this Agreement when adjudicating the dispute.
• Each party is responsible for their own arbitration costs and attorney fees, but the arbitrator may reallocate fees and costs in an award if permitted by law (for example, some consumer protection laws allow winners to recover attorney fees).
• Exception – Small Claims: Either you or the Client have the option to go to small claims court for disputes that qualify, instead of arbitration, so long as the matter remains in small claims and is pursued only on an individual basis.

By agreeing to arbitration, you acknowledge you are waiving the right to litigate disputes in court or have a jury trial, and waiving the ability to participate in class
or consolidated actions.

8.4 Role of Masters Guild in Arbitration:

Masters Guild is not a party to disputes between you and Clients, and thus will normally not be directly involved in any arbitration between you and a Client. However, you and the Client may agree to include Masters Guild if, for instance, a particular dispute implicates a Masters Guild policy or action (like account suspension or a payment issue). Absent such agreement, Masters Guild’s involvement will typically be limited to providing factual information or records upon request of the arbitrator or as required by law.

8.5 Continued Performance:

During a dispute, if appropriate and feasible, both you and the Client should attempt to mitigate any harm and continue to fulfill any undisputed obligations. For example, if part of a project is disputed but other parts are not, you might continue working on the undisputed parts if the Client is willing, or a Client might pay for portions not in dispute, while the specific contested issue is resolved. This is not always possible, but it often helps prevent the situation from worsening.

8.6 Survival:

This agreement to arbitrate disputes will survive the termination of this Agreement and of your relationship with Masters Guild or the Client. Even if you close your account or the Client closes theirs, any claim arising before the closure and not resolved is still subject to arbitration.

9. Suspension and Termination of Provider Account

Masters Guild reserves the right to suspend, deactivate, or terminate your Provider account under the following circumstances:

9.1 For Breach or Misconduct:

If you violate any terms of this Agreement or the Masters Guild Terms of Service, or engage in any misconduct, Masters Guild may take action including immediate termination of your account. Misconduct includes, but is not limited to: fraud, theft or property damage in the course of a job, violent or harassing behavior, posting illegal or inappropriate content, repeated cancellations or no-shows, misuse of the payment system, unauthorized subcontracting (as per Section 7), or any actions that harm the safety, rights, or property of Clients, other users, or Masters Guild.

9.2 Dispute-Related Terminations:

Masters Guild monitors the outcomes of Quests and user feedback. If you have three (3) consecutive disputes with Clients that result in findings or judgments against you, or otherwise reflect poorly on your performance, Masters Guild may terminate or suspend your account. “Consecutive disputes” means three separate Quests, one after another, where significant issues arose – for example, the Clients all requested refunds or complained formally about your work – and in each case, the resolution (whether through mediation, arbitration, or our internal review) was not in your favor (such as you were found to not have delivered as promised). This pattern would indicate a consistent problem with your services. Additionally, if you are found to have engaged in misconduct or violations in three (3) separate instances (even if not consecutive), we may also choose to terminate. Masters Guild is not required to wait for three incidents in cases of egregious behavior; a single serious violation (for example, proven theft or violence on a job) can result in immediate termination and possibly reporting to law enforcement.

9.3 Performance and Inactivity:

Aside from rule violations, extremely poor performance or failure to meet Platform standards can lead to suspension. For instance, if your average ratings and reviews from Clients fall below a minimum acceptable threshold (if Masters Guild has set such a threshold) or if you consistently cancel accepted jobs without good reason, we may give you a warning or suspend your account until you can demonstrate improvement. Similarly, if your account remains inactive for an extended period (e.g., no logins or offers for 12 months), Masters Guild may deactivate your account. You would likely be notified and can often reactivate by contacting support, unless there was another issue attached.

9.4 Process:

In most cases, Masters Guild will provide notice of suspension or termination, along with the reason. We may allow a cure period for certain violations at our discretion (for example, giving you a warning and chance to correct behavior). However, in cases of severe misconduct or fraud, termination can be immediate and without prior notice. If your account is suspended, you may be temporarily blocked from bidding on new Quests or receiving new work until the issue is resolved. If terminated, you will lose access to your account permanently.

9.5 Effects of Termination:

Upon termination of your account, you must cease using the Platform as a Provider. Any ongoing Quests at the time of termination may be canceled at Masters Guild’s discretion (Clients will be notified and may be refunded or re-matched with other Providers). You will still be entitled to payment for any satisfactorily completed work prior to termination (minus any offsets for disputes or outstanding obligations), and you will still be responsible for any unfinished obligations or any liabilities incurred (for example, if a Client later brings a claim for work done before termination, the terms of this Agreement including indemnification and dispute resolution still apply). Masters Guild’s rights and your obligations that by their nature should survive (such as confidentiality, indemnification, arbitration, and limitation of liability) will survive termination.

9.6 Appeal:

If you believe your account was suspended or terminated in error or unfairly, you can contact Masters Guild to request a review or appeal. Provide any supporting information or clarification. Masters Guild will review the decision, but the ultimate resolution will be at our sole discretion. Not all terminations will be reversed (especially if trust and safety are at issue), but we will consider your input.

9.7 Voluntary Termination:

If you wish to stop being a Provider on the Platform, you may terminate this Agreement at any time by closing your account through the Platform settings or by notifying Masters Guild in writing. Keep in mind that if you have open Quests or pending offers when you choose to leave, you should either complete them or cancel your commitments in a way that does not unduly harm Clients. After account closure, you will still receive any pending payouts due (we may contact you to ensure payment details are current), and you remain bound by the sections of this Agreement that survive termination.

10. Limitation of Liability and Release

10.1 Platform Service “As-Is”:

Masters Guild provides the Platform and related services to you on an “as is” and “as available” basis, without warranty or condition of any kind. While Masters Guild strives to maintain a safe, reliable marketplace, we do not guarantee that the Platform will always function errorfree or uninterrupted, nor that you will receive any particular amount of work or income through the Platform. Masters Guild disclaims all warranties and conditions, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no guarantee regarding the number or quality of Clients available, the likelihood of earning income, or the safety of any given Client or work environment (though we do our best to vet users and provide safety features).

10.2 No Liability for User Conduct:

Masters Guild is a venue that connects Clients and Providers, but the agreements for services are between those parties. Accordingly, Masters Guild shall not be liable for the actions or inactions of Clients or other third parties you interact with through our Platform. This includes:

• No Liability for Client Breach: Masters Guild is not responsible if a Client fails to pay, provides incorrect information, behaves inappropriately, or otherwise breaches their obligations to you. (That said, we will try to facilitate payment through our systems and enforce our Terms of Service with Clients, but the risk of Client behavior is ultimately between you and the Client.)
• No Liability for Personal Injury or Property Damage: Masters Guild does not supervise or control your physical actions or the environment in which you provide services. You assume all risk for any injuries to yourself or others, or any damage to property, that occur during the performance of a Quest. Masters Guild strongly encourages safe work practices and carrying insurance (Section 6.2), but we are not responsible for injuries, accidents, or damages that occur on the job.
• No Warranty of Client’s Legitimacy: While we do basic verification on Clients (such as email/phone verification and possibly payment method verification), Masters Guild cannot guarantee that every Client is who they claim to be or that they will act in good faith. Be cautious and use your judgment when accepting Quests. Report any suspicious behavior to Masters Guild.

10.3 Release:

You hereby release Masters Guild (and our officers, directors, employees, and agents) from any and all claims, demands, and damages (actual and consequential) arising out of or in any way connected with any dispute you have with a Client or another party that arises from your use of the Platform or services provided. This means that if you have a disagreement or argument with a Client, or if something goes wrong in a Quest (e.g., damage to Client’s property, or an accident, or a payment dispute), you will not hold Masters Guild responsible for it. Instead, your recourse will be against the Client (and vice versa, the Client’s recourse is against you), except to the extent that Masters Guild is in breach of this Agreement in a way that caused the issue.

By using the Platform, you acknowledge that any legal claim or dispute regarding an actual service (the performance, outcome, or conduct during a Quest) is solely between you and the Client – Masters Guild’s role is limited to facilitating the connection and payment. If a Client were to bring a claim against Masters Guild for something you did (for example, alleging we are responsible for your actions), this Agreement’s indemnification clause (Section 11) would apply, and you would be expected to cover Masters Guild’s costs.

10.4 Limitation of Liability:

To the maximum extent permitted by law, Masters Guild’s total liability to you for any claims arising out of or relating to this Agreement, the Platform, or the services provided by you shall be limited to the amount of fees retained by Masters Guild from transactions involving you in the six (6) months prior to the claim (or $100 USD if no such fees apply or if that amount is greater). In other words, since Masters Guild generally collects only small fees per transaction, our liability to you is correspondingly limited to those fees. We will not be liable to you for any special, indirect, consequential, incidental, punitive, or exemplary damages, or for loss of profits, loss of business, or loss of data, even if we have been advised of the possibility of such damages. Some jurisdictions do not allow full exclusion of liability or limitation of certain damages, so some of these limitations may not apply to you. In such cases, our liability will be limited to the greatest extent permitted by applicable law.

10.5 No Third-Party Beneficiary:

Except as expressly provided in this Agreement, nothing herein is intended to confer any rights or remedies on any person other than the parties (Masters Guild and the Provider) and our respective successors and permitted assigns. This means Clients are not considered thirdparty beneficiaries of your agreement with Masters Guild, and they cannot enforce this Agreement on you – their rights are only as set out in the separate Terms of Service they agree to and the direct contract with you when they accept your offer.

10.6 Force Majeure:

(This is further detailed in Section 14.) Masters Guild is not liable for any failure or delay in performing our obligations due to causes beyond our reasonable control, such as natural disasters, war, acts of terrorism, labor conditions, power or internet outages, or other force majeure events. Likewise, we acknowledge you might not be liable to us for similar reasons beyond your control (though you would need to handle any Client issues that arise from your inability to perform).

11. Indemnification

As a Provider on the Platform, you agree to indemnify, defend, and hold harmless Masters Guild, its parent company, subsidiaries, affiliates, and each of their respective officers, directors, employees, partners, and agents (collectively, the “Indemnified Parties”) from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees and court costs) that arise out of or relate to:

• Your Breach: Any breach by you of this Agreement or the Masters Guild Terms of Service or other policies (for example, if you violate the no-subcontracting clause, or you fail to pay your taxes and a government or client holds Masters Guild responsible in some way).
• Your Services: The work you perform (or fail to perform) for any Client, including any personal injury, death, or property damage related to or resulting from your acts or omissions. For instance, if while performing a Quest you cause damage to a Client’s property, or a Client is injured due to your negligence, and the Client seeks compensation from Masters Guild, you must indemnify the Indemnified Parties for any resulting costs or judgments.
• Your Illegal or Wrongful Acts: Any fraud, misrepresentation, willful misconduct, or violation of law by you. If you commit fraud or engage in unlawful activity through the Platform (e.g., theft, harassment, unlicensed work, etc.) and Masters Guild or another Indemnified Party faces a claim or investigation because of it, you will cover all costs and damages.
• Infringement of Rights: Any allegation that any materials you provided (such as a profile picture, description, or any content you uploaded) infringe or violate the intellectual property or privacy or other rights of a third party.
• Injuries to You or Your Team: Any claim by you (or by someone employed or engaged by you) for any injury or loss of any kind arising in connection with performing a Quest. You agree that you (and your employees/assistants) are not Masters Guild employees, and therefore you waive any rights or claims against Masters Guild that an employee might have, such as workers’ compensation claims. If an assistant you bring to a job sues Masters Guild for an injury, this indemnity means you will defend and pay for any such claim.

Masters Guild reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In that case, you agree to cooperate with our defense of that claim and not to settle any such claim without Masters Guild’s prior written consent. This indemnification obligation will survive the termination of this Agreement and your use of the Platform as a Provider.

Example: If a Client sues Masters Guild because they allege you gave bad advice or performed work improperly causing them loss, Masters Guild may incur legal fees in defending that claim. Under this indemnity clause, you would be responsible for reimbursing those fees and any settlement or judgment, because the claim arises from your service. Similarly, if a government fines Masters Guild because you didn’t have a required license for a job, you’d be responsible for that cost.

12. Compliance with Privacy and Data Protection Laws

Masters Guild is committed to protecting personal data and complying with applicable privacy laws. As a Provider, you also have certain responsibilities when it comes to handling user information. This section outlines privacy and data protection expectations:

12.1 Platform Compliance (Masters Guild’s Role):

Masters Guild will collect, use, store, and disclose personal information (such as your contact information, Client details, payment info, etc.) in accordance with our Privacy Policy and applicable laws. We comply with privacy regulations including the California Consumer Privacy Act (CCPA) for U.S. users and Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA), as well as substantially similar provincial laws, as applicable. We implement safeguards to protect personal data (see Data Security below) and honor rights granted to individuals by law (such as the right to access or delete personal data, within the limits of the law).

12.2 Provider’s Role in Data Protection:

In the course of using the Platform and performing Quests, you may receive personal information about Clients, such as names, addresses, phone numbers, or specific needs. You agree to treat any personal information obtained through the Platform as confidential and to use it solely for the purpose of fulfilling the relevant Quest or obligation. You must not use a Client’s contact information for any unsolicited or unrelated purposes (for example, do not add them to marketing lists without consent, or reach out for non-Platform business). You also must not disclose Client information to third parties except as necessary to perform the service (and with the Client’s consent, for instance, if you need to hire a permitted subcontractor or purchase materials in their name). After completing a Quest, you should not retain Client personal data longer than necessary. If you keep records (for instance, for your accounting), ensure they are stored securely and disposed of properly when no longer needed.

12.3 Data Security Measures:

Masters Guild uses encryption and security protocols to protect sensitive financial and personal data. For example, our website and app are encrypted via SSL/TLS for data in transit, passwords are stored hashed, and payment information is handled by PCI-compliant services. We also maintain regular backups of data to prevent loss in case of system failure. As a Provider, you should also take reasonable steps to secure any data you download or retain from the Platform (for example, if you download an address or itinerary, ensure your device is secure and the data is deleted when not needed). Notify Masters Guild immediately if you suspect any unauthorized access to personal data or any security breaches in relation to the Platform. We each have an obligation to uphold data security.

12.4 CCPA Specific Rights:

If you handle data of any user who is a California resident, be aware that such individuals have rights under the CCPA (like the right to know what data is collected, to delete personal data, to opt-out of sale of data, etc.). While Masters Guild will handle requests related to data on our Platform, you should cooperate with us in fulfilling any valid data subject requests involving information you have provided or obtained. For instance, if a California client asks to delete their personal data, Masters Guild might reach out to you to ensure you also delete any stored data you have from that client (aside from what you may
need to retain for legal purposes like proof of service).

12.5 International Data Transfers:

If you are located outside of Canada or the U.S., or if you handle data that travels across borders, note that Masters Guild’s data storage may be in Canada, the United States, or other jurisdictions. We rely on lawful transfer mechanisms for personal data. By using the Platform, you understand that personal information may be transferred to and stored in servers located in countries other than your own. Masters Guild’s handling of that data will still be under our Privacy Policy terms.

12.6 Confidentiality:

In addition to personal data, you may receive confidential information relating to Masters Guild’s business (for example, non-public data about the Platform’s algorithms, or about a Client that is marked confidential). You agree not to use any confidential information for any purpose outside the scope of this Agreement and the intended use of the Platform, and not to disclose it to any third party without Masters Guild’s prior consent (or the Client’s consent, as the case may be). This duty continues after the termination of this Agreement.

12.7 Privacy Policy:

You acknowledge that you have read and understood Masters Guild’s Privacy Policy, which further details how user data is handled. If you have any questions about handling of data or need to address a legal requirement related to data protection, you can contact Masters Guild’s support or designated privacy contact.

By adhering to these privacy and data protection terms, both Masters Guild and you, the Provider, help ensure that the Platform remains trustworthy and compliant with laws, which benefits everyone using it.

13. Governing Law and Jurisdiction

13.1 Governing Law:

This Agreement and any dispute or claim (including noncontractual disputes or claims) arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the applicable laws, as follows:

• If Contracting with Masters Guild Inc. (Canada): For Providers residing in Canada or in other countries (excluding those in the United States) who contract with Masters Guild Inc., a Canadian corporation, the laws of the Province of Alberta and the federal laws of Canada applicable therein shall govern this Agreement, without regard to conflict of law principles that would cause the application of laws of any other jurisdiction.
• If Contracting with Masters Guild Inc. (Delaware) [U.S. Subsidiary]: For Providers residing in the United States (or otherwise specifically contracting with the U.S. subsidiary of Masters Guild), this Agreement shall be governed by the laws of the State of Delaware, United States, and applicable U.S. federal law, again without regard to conflicts of law principles.

You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

13.2 Jurisdiction and Venue:

Subject to the arbitration provisions in Section 8, which will govern any arbitrable disputes, you agree to submit to the personal jurisdiction of the courts as follows for any matter arising from this Agreement that is not subject to arbitration or where court involvement is required (such as confirming an arbitration award):

• For Providers under Canadian jurisdiction: The courts of the Province of Alberta, Canada (or the Federal Court of Canada, as appropriate) shall have exclusive jurisdiction to adjudicate any such dispute. You agree that Alberta is a convenient forum and you waive any objection to jurisdiction or venue of those courts, including any defense of forum non conveniens.
• For Providers under U.S. jurisdiction: The courts of the State of Delaware, U.S.A. (state or federal courts, as appropriate) shall have exclusive jurisdiction for any such proceedings. You consent to the jurisdiction of Delaware courts and waive any objections to jurisdiction or venue in those courts.

If you reside or provide services in a country other than Canada or the U.S., you
still agree that the above-designated law will apply and to submit to the respective
jurisdiction (depending on which entity you contract with), although we reserve
the right to enforce any judgment or order in your home country if necessary.

13.3 Suitability of Law:

The choice of governing law is based on the location of Masters Guild’s entities. We recognize that as a Provider, you may be operating in various locations; however, you agree that the chosen law will apply to all aspects of this Agreement and performance under it, subject to any provisions of law that cannot be waived or altered by contract.

13.4 Attorney’s Fees:

In any litigation between you and Masters Guild related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the other party, in addition to any other relief granted, to the extent permitted by law.

14. Force Majeure

Masters Guild shall not be liable or responsible to you, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any of our obligations under this Agreement when and to the extent such failure or delay is caused by or results from acts beyond our reasonable control. This includes, but is not limited to, the following force majeure events:

• Acts of God: Natural disasters such as flood, fire, earthquake, hurricanes, or other extreme natural events.
• War and Civil Unrest: War (declared or undeclared), invasion, hostilities, terrorist threats or acts, riot, or other civil disorder.
• Government Action: Government orders, laws, or regulations that restrict or prevent the performance of services (including quarantines, embargoes, or trade restrictions).
• Power/Internet Failures: Widespread or unpredictable failures of electricity, internet service providers, telecommunications networks, or other essential utility services.
• Epidemics/Pandemics: Outbreaks of disease or public health emergencies (for example, a pandemic flu or COVID-19 related shutdowns) that directly impede operations.
• Labor Strikes: Strikes, labor disputes, industrial disturbances, or shortages of skilled or unskilled labor.
• Other Unforeseeable Events: Any other events or circumstances that are beyond Masters Guild’s control, and not due to Masters Guild’s fault or negligence, which make it impossible or impracticable for Masters Guild to perform its obligations (such as widespread cybersecurity attacks, or destruction of physical facilities).

During a force majeure event, Masters Guild’s obligations under this Agreement are suspended to the extent affected by the event. Masters Guild will use reasonable efforts to resume performance as soon as practicable. For example, if our servers are taken offline by a natural disaster, we will attempt to restore the Platform as quickly as possible.

You as a Provider may also be impacted by force majeure events in performing a Quest (for instance, a hurricane preventing you from traveling to a job site). This section does not dictate the outcome between you and a Client in such scenarios (that would be handled by your communication and possibly dispute resolution), but from the Platform’s perspective, we will not consider you in breach of this Agreement if a true force majeure event prevents you from using the Platform or completing a commitment, provided you promptly notify Masters Guild and the Client of the situation and make reasonable efforts to mitigate the impact.

If a force majeure event continues for an extended period such that Masters Guild, in its judgment, cannot resume the Platform’s operation or fulfill its obligations, Masters Guild may terminate this Agreement with notice to you. Any Quests in progress might be canceled and refunds issued as appropriate in such cases.

15. Miscellaneous Provisions

15.1 Entire Agreement:

This Service Provider Agreement, along with the Masters Guild Terms of Service (to the extent those are applicable and not inconsistent) and any other policies or guidelines referenced herein, constitutes the entire agreement between you and Masters Guild governing your provision of services through the Platform. It supersedes all prior or contemporaneous understandings or agreements, whether written or oral, regarding the subject matter hereof. In the event of a direct conflict between this Agreement and the general Terms of Service, this Agreement shall control for matters related to Providers.

15.2 Amendments:

Masters Guild may modify or update the terms of this Agreement from time to time. We will provide you with notice of material changes (for example, via email or a notification through the Platform) and the opportunity to review the revised terms. Continued use of the Platform as a Provider after the effective date of any changes constitutes your acceptance of the revised Agreement. If you do not agree to the changes, you must stop using the Platform as a Provider and may terminate this Agreement by closing your account. Nonmaterial changes (such as clarifications or corrections) may become effective immediately without specific notice, so it’s a good idea to periodically review this Agreement through the Platform.

15.3 Severability:

If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, that provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect. In other words, the invalid part will be severed, and the rest of the Agreement will remain valid and enforceable.

15.4 No Waiver:

No waiver of any term or condition of this Agreement by Masters Guild shall be deemed a further or continuing waiver of that term or any other term. Masters Guild’s failure to assert a right or provision under this Agreement shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of Masters Guild to be effective.

15.5 Assignment:

You may not assign or transfer this Agreement, or any of its rights or obligations, in whole or in part, without Masters Guild’s prior written consent. Any attempt to assign without consent will be null and void. Masters Guild may assign or transfer this Agreement or any of its rights or obligations to a related entity or in connection with a merger, acquisition, sale of assets, or by operation of law, without your consent. This Agreement will inure to the benefit of and be binding upon each party’s permitted successors and assigns.

15.6 Notices:

Any notices or other communications required or permitted under this Agreement to you will be provided via the email associated with your Provider account or via the Platform interface (such as notifications). It is your responsibility to keep your email address current and to check for communications. Notices to Masters Guild should be sent to our official mailing address or email as provided on our website (Attn: Legal Department). Notices are deemed given (a) when received by the recipient if delivered personally or by courier, (b) on the date sent if by email (absent an error bounce-back), or (c) on the fifth business day after being deposited in the mail, postage prepaid, if sent via postal mail.

15.7 Relationship of Parties:

Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employer-employee relationship between you and Masters Guild. You are an independent business entity contracting to provide services to third parties (Clients), and you are not an agent or representative of Masters Guild. You shall not make any statements that could confuse or mislead anyone into believing such a relationship exists.

15.8 Headings and Interpretation:

Section headings in this Agreement are for convenience only and have no legal or contractual effect. Words in the singular include the plural and vice versa. The words “including” or “include” mean “including, but not limited to.”

15.9 Language:

The official text of this Agreement is in English. If this Agreement is translated into another language, the English text shall govern to the extent of any inconsistency.

By clicking “I Agree” (or a similar acknowledgement) or by using the Platform as a Service Provider, you acknowledge that you have read this Service Provider Agreement, understand it, and agree to be bound by its terms and conditions.

If you have any questions about these terms, please contact Masters Guild before agreeing. We welcome you as a Provider on Masters Guild and look forward to a successful partnership under these clear terms.