Subcontractor Terms & Conditions

Subcontractor is engaged by the Company as an independent contractor and not as an employee, partner, agent, joint venturer, or representative of any kind. Nothing in this Agreement shall be construed to create an employment relationship or any form of agency.

• Subcontractor is solely responsible for all federal, state, and local taxes on income earned from assignments, including self-employment tax, and shall not be entitled to any employment benefits from the Company
• The Company will not withhold income taxes, FICA, unemployment insurance, or any other employment-related deductions from compensation paid to Subcontractor
• Subcontractor retains the right to perform services for other clients provided such work does not conflict with the non-solicitation provisions in § 13
• Subcontractor is not authorized to make representations, enter contracts, or incur liabilities on behalf of the Company without express prior written authorization

Subcontractors are required to hold all licenses, registrations, certifications, and government-issued credentials required by the laws of their operating state and any relevant county or municipality. Applicable requirements include:

• Process servers: A valid state-issued process server license, court-issued certification, or sheriff's department authorization where required by state law
• Notaries: A current, valid notary public commission from the state in which notarial acts are performed; loan signing agents must additionally hold a Signing Agent certification where required
• Investigators: A valid private investigator license issued by the applicable state licensing authority
• Couriers: A valid driver's license; commercial delivery licensing where required by applicable law

Subcontractors must promptly notify the Company of any license suspension, revocation, or regulatory action. Proof of current licensing may be requested by the Company at any time and must be provided within three (3) business days of such request.

All Subcontractors are strongly encouraged to maintain adequate insurance coverage for the services they perform. For certain assignment types, proof of coverage may be required before dispatching assignments:

• General Liability Insurance: Strongly recommended for all field Subcontractors; required for high-volume or long-term partners. Minimum recommended coverage: $1,000,000 per occurrence.
• Errors & Omissions (E&O) / Professional Liability: Required for notaries performing loan signings or high-value document notarizations; strongly recommended for all investigative service providers.
• Commercial Auto Insurance: Required for Subcontractors using personal vehicles for delivery, courier, or field service assignments. Personal auto policies may not cover commercial use — Subcontractors are responsible for verifying their coverage.

The Company may, at its sole discretion, require Subcontractors to submit to a background check as a condition of onboarding or continued engagement. Background checks may include criminal history, civil litigation records, licensing verification, professional references, and identity verification.

• Background checks are conducted through compliant third-party screening providers in accordance with the Fair Credit Reporting Act (FCRA) where applicable
• Subcontractors who refuse to consent to a background check when requested may be removed from the active roster at the Company's sole discretion
• The presence of a criminal history does not automatically disqualify a Subcontractor; the Company evaluates relevance, severity, recency, and the nature of the services to be performed on a case-by-case basis
• Subcontractors must disclose any pending criminal charges, active investigations, or professional license actions that could affect their eligibility to perform field services

Each assignment issued by the Company will specify a defined scope of work, including the type of service, the recipient or location, the documents involved, the timeline, and any special instructions. Subcontractors shall perform only the services specified in the assignment and shall not expand, modify, or substitute any element of the scope without prior written approval from the Company.

If a Subcontractor encounters circumstances that may require scope modification, they must contact the Company immediately at info@served123.com for guidance before proceeding.

Compensation for each assignment is fixed at the rate agreed upon in advance. No additional fees, mileage surcharges, or incidental expenses will be reimbursed unless explicitly agreed to in writing before the assignment is accepted. The agreed compensation is paid per assignment — not per successful service.

• Compensation rates are communicated at the time the assignment is offered. Acceptance of the assignment constitutes agreement to the stated rate.
• No separate payment will be made for travel unless a separate travel fee was agreed upon prior to acceptance
• Compensation for unsuccessful assignments is paid at the agreed rate provided all required documentation and reporting requirements have been met
• The Company does not pay rush or premium rates unless such rates were communicated in writing as part of the assignment offer

Assignments will be issued via email or an approved communication platform. Verbal assignments are not recognized as binding and do not entitle the Subcontractor to compensation.

The Company may from time to time issue "passive observation" or "piracy audit" assignments to Subcontractors. These assignments involve visiting a specified commercial location to document observable business activities for compliance or investigative purposes.

• No identification disclosure: Subcontractors must not identify themselves as agents of the Company, as process servers, or as investigators unless specifically instructed in writing to do so
• Legal conduct only: All observation activities must be conducted from publicly accessible locations. Trespassing, covert recording in private spaces, or any unlawful surveillance technique is strictly prohibited
• Documentation: Subcontractors must submit a written report of their observations along with any authorized photographs and GPS-verified visit confirmation
• Scope limitation: Passive observation assignments do not authorize the collection of personal information, the recording of private conversations, or any interaction beyond publicly visible activity

The Company processes subcontractor payments upon receipt of a complete, accurate invoice and verification that all required documentation has been submitted. Standard payment processing window is 7–14 business days from invoice approval.

• Payments are issued by check, ACH, or other agreed method; Subcontractors must provide accurate payment details in writing
• Incomplete invoices or submissions missing required documentation will not be processed until all requirements are met; the payment window begins upon receipt of a complete submission
• Payment disputes must be raised in writing within 30 days of the payment date; disputes submitted after this window will not be reviewed
• The Company reserves the right to offset payment against amounts owed by Subcontractor for prior errors, damages, or reimbursable items

All invoices must be submitted via email to info@served123.com with the subject line: "INVOICE — [Assignment ID] — [Subcontractor Name]". Invoices must be submitted within 30 days of assignment completion. Invoices received after 30 days may be declined at the Company's discretion.

Each invoice must include:

• Subcontractor's full legal name, business name (if applicable), and mailing address
• Assignment ID or reference number as provided by the Company
• Date(s) of service and description of service performed
• Agreed compensation amount
• Attached affidavit, declaration of service, or due diligence report as applicable

All assignments must be documented with precision and completeness. Inaccurate, incomplete, or falsified documentation constitutes a material breach of this Agreement and may result in non-payment, removal from the roster, and legal action.

• Affidavit / Declaration of Service: Must accurately reflect the date, time, address, method of service, and outcome of each attempt. Affidavits must be notarized where required by state law or Company instruction.
• Due Diligence Affidavits: Where service cannot be completed, Subcontractor must prepare a detailed Affidavit of Due Diligence documenting all attempts, observations, and conditions encountered.
• Timeliness: All documentation must be submitted to the Company within 48 hours of the final service attempt or assignment completion, unless a different timeframe is specified in the assignment brief.
• No alteration: Documentation may not be altered, backdated, or amended after submission without written authorization from the Company. Falsification of any record is grounds for immediate termination and legal referral.

For all field assignments, Subcontractors are required to provide time-stamped photographic evidence and GPS-verified location data confirming each visit to a service address.

• At least one clear photograph of the service address exterior with visible signage or identifiable features
• For successful personal service: a photograph confirming the Subcontractor's presence at the location at the time of service
• For substitute service: a photograph of the door or relevant point of service with any notes, tags, or materials left if permitted by state law
• Photos must include embedded metadata showing date, time, and GPS coordinates, or be accompanied by a separate GPS log confirming the visit location and timestamp

Additionally, Subcontractor shall not:

• Disclose the identity of any Company client or the details of any assignment to any third party without the Company's prior written consent
• Solicit Company employees or other Subcontractors to leave the Company's roster or to work for a competing business
• Use Company-provided client information, case details, or operational knowledge to establish or operate a competing business

All information received by Subcontractor in connection with any assignment — including client identities, case details, service targets, addresses, documents, and operational methods — is strictly confidential. Subcontractor shall not disclose, share, publish, or communicate such information to any third party without the Company's prior written authorization.

• Confidential information must be stored securely and not retained beyond the period necessary to complete the assignment
• Upon completion or termination, Subcontractor must destroy or return all confidential materials as directed by the Company
• Subcontractor must notify the Company immediately upon discovering any unauthorized access to or potential breach involving confidential information
• This confidentiality obligation survives termination indefinitely with respect to trade secrets, and for a period of five (5) years for all other confidential information

Subcontractors retain the right to decline any individual assignment for any reason without affecting their standing as a Company Subcontractor, subject to the conditions below.

• Declination window: Subcontractors must notify the Company of their declination within two (2) hours of receiving the assignment offer.
• Post-acceptance withdrawal: If a Subcontractor accepts an assignment and subsequently withdraws, they forfeit all compensation for that assignment and may be held responsible for documented costs incurred by the Company.
• Safety-based withdrawal: If a Subcontractor encounters conditions that present a genuine and reasonable safety concern, they may withdraw immediately without penalty and must notify the Company in writing with details of the concern.
• Pattern of declination: Repeated declinations or cancellations may result in reduced assignment volume or termination of the subcontractor relationship at the Company's sole discretion.

This Agreement does not guarantee any minimum number of assignments, any minimum compensation amount, or any ongoing flow of work. The Company engages Subcontractors on an as-needed, assignment-by-assignment basis.

To the maximum extent permitted by applicable law, the Company's total liability to Subcontractor for any claim arising under this Agreement shall not exceed the total compensation paid to Subcontractor for the specific assignment giving rise to the claim. The Company shall not be liable for any indirect, consequential, incidental, punitive, or exemplary damages, including lost income or lost business opportunities.

Subcontractor agrees to defend, indemnify, and hold harmless Served 123 LLC, its officers, directors, members, employees, and agents from and against any and all claims, damages, losses, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

• Any negligent, reckless, or intentional act or omission by Subcontractor in the performance of any assignment
• Subcontractor's breach of any provision of this Agreement
• Subcontractor's violation of any applicable law, including licensing requirements, privacy law, or labor law
• Any claim by a third party arising from Subcontractor's performance of services, misrepresentation of authority, or unlawful conduct
• Falsification of service records, affidavits, photos, or GPS data submitted to the Company

Any dispute arising from or relating to this Agreement must first be submitted in writing to info@served123.com with full details and supporting documentation. The Company will respond within 10 business days.

If informal resolution fails, all disputes shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single neutral arbitrator in Fort Lauderdale, Florida. Both parties waive their right to trial by jury and the right to participate in class or collective arbitration proceedings.

This Agreement is governed by the laws of the State of Florida without regard to conflict-of-law principles. Either party may terminate this Agreement or any ongoing engagement at any time with written notice to the other party. Termination does not affect any obligation arising from a previously accepted assignment.

The following provisions survive termination: Confidentiality (§ 14), Non-Solicitation and Non-Circumvention (§ 13), Indemnification (§ 18), Limitation of Liability (§ 17), and Dispute Resolution (§ 19).

Assignment inquiries, documentation submissions, invoices, and all Subcontractor correspondence should be directed to: