Terms of Service

1. Acceptance of Terms

By accessing or using SUBStrust (“Platform,” “Service”), operated by SUBStrust LLC (“we,” “our,” or “us”), you agree to be bound by these Terms of Service (“Terms”). If you do not agree to these Terms, you must not use the Platform.

These Terms constitute a legally binding agreement between you and SUBStrust LLC. We reserve the right to modify these Terms at any time. We will notify you of material changes via email or through the Platform. Your continued use after such notification constitutes acceptance of the updated Terms.

2. Platform Description

SUBStrust is a contractor marketplace platform that connects General Contractors (GCs) with licensed Subcontractors. The Platform provides:

• State contractor license verification against licensing boards
• smart project matching based on licenses, location, trade, and project fit
• Project posting, bidding, and hiring workflows
• Milestone payments for projects
• Secure messaging between GCs and Subcontractors
• Document and photo uploads for project management

SUBStrust is a marketplace platform only. We are not a party to any construction contract between GCs and Subcontractors, and we do not guarantee the quality, safety, legality, or completion of any work performed.

3. Eligibility

To use the Platform, you must:

• Be at least 18 years of age
• Be legally authorized to enter into binding contracts
• If registering as a Subcontractor, hold valid and current state contractor licenses for the trades you offer
• If registering as a General Contractor, hold appropriate licenses as required by your state
• Provide accurate, truthful, and complete registration information

By registering, you represent and warrant that you meet all eligibility requirements.

4. User Accounts and Verification

4.1 Account Types

• Subcontractor Accounts: licensed subcontractors seeking project opportunities
• General Contractor Accounts: GCs posting projects and hiring subcontractors

4.2 Verification Requirements

All contractors must submit valid state license numbers for verification. We verify licenses against state licensing boards. You must:

• Provide accurate license information at registration
• Update license information promptly when renewed or changed
• Maintain active, unexpired licenses at all times
• Notify us immediately if a license is suspended or revoked

4.3 Account Security

You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You must notify us immediately of any unauthorized access at contact@substrust.com.

5. Project Posting, Bidding, and Hiring

5.1 For General Contractors

GCs may post projects with details including trade requirements, location, budget range, and timeline. By posting a project, you agree to:

• Provide accurate and complete project descriptions
• Respond to bids and communications in a timely manner
• Comply with all applicable labor, safety, and construction laws
• Honor the milestone payment terms for hired subcontractors

5.2 For Subcontractors

Subcontractors may browse and bid on projects matching their licenses and trades. Our smart matching system scores projects based on license type, geographic proximity, trade alignment, and project value fit. By submitting a bid, you agree to:

• Provide accurate bid amounts and scope descriptions
• Hold valid licenses for all trades included in your bid
• Honor your bid if accepted by the GC
• Perform work in accordance with applicable codes and standards

5.3 Hiring

When a GC accepts a bid and hires a Subcontractor through the Platform, both parties enter into a direct contractual relationship with each other. SUBStrust is not a party to this contract and is not responsible for the performance, quality, or completion of work.

6. Milestone Payments

6.1 How Milestone Payments Work

Project payments are processed by Stripe and paid to the Subcontractor when the GC approves the work:

• After the Subcontractor is hired and both parties have signed the contract, the GC funds the project by card or US bank account
• Payments are processed by Stripe and paid to the Subcontractor when the GC approves the milestone
• The platform fee is deducted from the Subcontractor's payout at that time, at the rate of the Subcontractor's plan

6.2 Payment Terms

• All payments are processed in US Dollars through Stripe
• GCs fund the project before work on a milestone begins
• Payouts reach the Subcontractor's bank account on Stripe's payout schedule
• Platform fees are non-refundable once deducted

6.3 Refunds

Once the contract is fully paid, any money left over is refunded to the GC automatically, to the original payment method.

If the GC cancels a project before work starts (before the Subcontractor submits proof of work for any milestone), all money paid in for the project is refunded to the GC automatically, in full, to the original payment method. After work starts, a project can't be canceled this way; money held for it is returned only through a dispute or by our team.

If either party opens a dispute, all money held for the project is frozen until our team decides the dispute. Our decision may release the money to the Subcontractor, refund it to the GC, or split it (see Section 9).

7. Fees and Subscriptions

Access to certain Platform features requires paid subscriptions. Subscription tiers, pricing, and included features are displayed on the Platform.

• Subscription fees are billed in advance on a monthly or annual basis
• Subscriptions renew automatically unless canceled before the renewal date
• We reserve the right to change pricing with 30 days prior notice
• Subscription fees are non-refundable except as required by law

8. Prohibited Conduct

You agree NOT to:

• Provide false, misleading, or fraudulent information, including fake license numbers
• Impersonate another person, company, or entity
• Use the Platform for any illegal purpose or in violation of any applicable law
• Harass, threaten, or abuse other users
• Circumvent or attempt to circumvent milestone payments by arranging off-platform payments
• Circumvent license verification or misrepresent licensing status
• Scrape, harvest, or collect data from the Platform through automated means
• Interfere with the Platform's operation, security, or infrastructure
• Post spam, malware, or malicious content
• Use the Platform to solicit users for competing services

Violation of these rules may result in immediate account suspension or termination.

9. Dispute Resolution

9.1 Between Users

If a dispute arises between a GC and a Subcontractor regarding milestone completion, payment, or work quality:

• Either party may initiate a dispute through the Platform
• Funds held for the project stay held until our team decides the dispute
• Both parties will be asked to submit evidence and documentation
• SUBStrust will review the dispute and make a determination, which both parties agree to accept as final

9.2 With SUBStrust

Any disputes between you and SUBStrust arising from these Terms shall first be addressed through good-faith negotiation. If negotiation fails, disputes shall be resolved through binding arbitration in the State of North Carolina, except for claims seeking injunctive relief, which may be brought in state or federal courts in North Carolina.

10. Intellectual Property

10.1 Platform Ownership

The SUBStrust name, logo, website, software, and all related content are the exclusive property of SUBStrust LLC. You may not use our trademarks or intellectual property without prior written consent.

10.2 User Content

You retain ownership of content you submit (profiles, project descriptions, photos, documents). By uploading content, you grant SUBStrust a worldwide, non-exclusive, royalty-free license to use, display, and distribute such content solely for the purpose of operating the Platform.

11. Limitation of Liability

To the maximum extent permitted by applicable law:

• THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED
• SUBSTRUST DOES NOT GUARANTEE THE ACCURACY OF LICENSE VERIFICATIONS, PROJECT MATCHES, OR ANY INFORMATION PROVIDED BY USERS
• SUBSTRUST IS NOT LIABLE FOR THE QUALITY, SAFETY, LEGALITY, OR COMPLETION OF ANY CONSTRUCTION WORK
• SUBSTRUST SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES
• OUR TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY YOU TO SUBSTRUST IN THE 12 MONTHS PRECEDING THE CLAIM

12. Indemnification

You agree to indemnify, defend, and hold harmless SUBStrust LLC, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, or expenses (including reasonable attorneys' fees) arising from:

• Your use of the Platform
• Your violation of these Terms
• Your violation of any applicable law or regulation
• Any content you submit, post, or upload to the Platform
• Any construction work performed or contracted through the Platform

13. Termination

13.1 By You

You may terminate your account at any time through account settings or by contacting us at contact@substrust.com. Funds still held for a project are handled under Section 6. Subscription fees already paid are non-refundable.

13.2 By Us

We may suspend or terminate your account immediately and without prior notice for:

• Violation of these Terms or prohibited conduct
• Invalid, expired, suspended, or revoked contractor licenses
• Fraudulent or illegal activity
• Non-payment of fees
• Any reason at our sole discretion with reasonable cause

13.3 Effect of Termination

Upon termination, your right to use the Platform ceases immediately. Sections relating to intellectual property, limitation of liability, indemnification, dispute resolution, and governing law survive termination.

14. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of North Carolina, United States, without regard to its conflict of law provisions. Any legal action arising from these Terms shall be filed in the state or federal courts located in North Carolina, and you consent to the exclusive jurisdiction of such courts.

15. Miscellaneous

15.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and SUBStrust LLC regarding use of the Platform.

15.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions remain in full force and effect.

15.3 Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of our right to enforce that provision in the future.