Terms of Service — TheGuys.app

TheGuys App LLC

Effective Date: June 10, 2026

PLEASE READ THIS AGREEMENT CAREFULLY. BY REGISTERING FOR OR USING THEGUYS.APP, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AGREEMENT, A CLASS ACTION WAIVER, AND A LIMITATION OF LIABILITY. IF YOU DO NOT AGREE, DO NOT REGISTER FOR OR USE THE PLATFORM.

These Terms of Service (the "Agreement") govern your access to and use of the software platform operated at TheGuys.app and related mobile and web applications (collectively, the "Platform"), provided by TheGuys App LLC, a Wyoming limited liability company with principal place of business at 1883 West Royal Hunte Drive, Suite 200A, Cedar City, Utah 84720 ("TheGuys App," "we," "us," or "our"). "User," "you," or "your" means any individual or entity that registers for or uses the Platform.

This Agreement incorporates by reference the following additional documents, each of which forms part of your agreement with us: (a) our Privacy Policy, (b) our Acceptable Use Policy, (c) our SMS Consent & Messaging Policy, (d) our DMCA Policy, and (e) our Standard Job Terms. To the extent of any conflict between this Agreement and any incorporated document, this Agreement controls except where the incorporated document expressly states otherwise.

We may change this Agreement from time to time in our sole discretion, except for the Arbitration Agreement and Class Action Waiver in Section 21, which is governed by its own modification rules. We will provide notice of material changes by posting the updated Agreement on the Platform and, where commercially reasonable, by notifying registered Users by email. Your continued use of the Platform after changes are posted constitutes your acceptance of the revised Agreement. If you do not agree to the changes, you must stop using the Platform.

1. Definitions

1.1 "Account" means a single registered user account on the Platform.

1.2 "Dispatcher" means a User acting in the role of posting a Job, selecting which other Users perform the Job, and authorizing payment for the completed Job. A User is a Dispatcher only with respect to Jobs the User has posted; the same User may simultaneously be a Performer with respect to other Jobs.

1.3 "Performer" means a User acting in the role of receiving, accepting, and performing a Job posted by a Dispatcher. A User is a Performer only with respect to Jobs the User has accepted; the same User may simultaneously be a Dispatcher with respect to other Jobs.

1.4 Single Platform; Role Per Job. There is no separate "Dispatcher account" and "Performer account," and no separate "Dispatcher mode" or "Performer mode." Every Account is a single Account on a single Platform with a single user interface. A User's status as a Dispatcher or Performer is determined solely by the User's role with respect to a specific Job, not by any selection, mode, toggle, or designation made at the Account level.

1.5 "Client" means a third party who receives services from a Dispatcher and is invoiced by that Dispatcher for those services. Clients do not have Accounts on the Platform.

1.6 "Job" means a discrete work assignment posted on the Platform by a Dispatcher for performance by one or more Performers. A Job may be a Client Job (associated with a specific Client and Client invoice) or an Internal Job (no Client, no Client invoice).

1.7 "Platform Fee" has the meaning given in Section 5.1.

1.8 "Monthly Minimum" has the meaning given in Section 5.2.

1.9 "Multi-Tier Hierarchy" means the multi-tier structure in which a User who has been a Performer on one Job may, in turn, post Jobs as a Dispatcher and engage other Users as Performers on those Jobs, creating cascading Dispatcher-Performer relationships of arbitrary depth, all subject to this Agreement.

1.10 Informal Vocabulary. Within the Platform's user-facing interface, marketing materials, push notifications, email subject lines, help content, and informal communications, a Dispatcher may be referred to as a "Boss" and a Performer may be referred to as a "Guy." These informal terms are used as a matter of vocabulary familiar to the Platform's User base and have no legal effect. The terms "Boss" and "Guy" as used informally on the Platform are gender-neutral and apply equally to Users of any gender, gender identity, or gender expression; no gendered meaning is intended or implied. References in this Agreement to "Dispatcher" and "Performer" are the operative legal terms and control over any informal usage that might appear on or through the Platform.

1.11 "Accounting Feature" means the embedded accounting and bookkeeping feature of the Platform described in Section 23, also commercially known as "TheGuyBooks." The Accounting Feature is a recordkeeping tool only; it does not move money, process payroll, issue tax forms, or otherwise act on behalf of the User.

2. Eligibility and Account Creation

2.1 Eligibility. You may register for and use the Platform only if (a) you are at least 18 years of age, (b) you reside or operate in the United States, (c) you have the legal capacity to enter into and perform this Agreement, (d) you intend to use the Platform for lawful contractor or contractor-employee work, and (e) you have not been previously banned from the Platform.

2.2 Account Creation. To use the Platform you must create an Account by providing accurate registration information, including your legal name, contact email, mobile phone number, and any other information we require. You are responsible for maintaining the accuracy of your Account information and for the security of your login credentials. You are responsible for all activity that occurs under your Account. You must notify us immediately at admin@theguys.app if you suspect your credentials have been stolen or are being misused.

2.3 One Account, Both Roles Available. Every Account on the Platform may be used to post Jobs (acting as a Dispatcher with respect to those Jobs) and to accept Jobs (acting as a Performer with respect to those Jobs). Registration constitutes acceptance of this Agreement in either capacity, regardless of whether you presently intend to act in one or both roles. You agree this Agreement governs your conduct in any role you take with respect to any Job on the Platform.

2.4 Permitted Use. The Platform is provided for the posting, performance, and payment of lawful contractor work, and (where the Account uses the Accounting Feature) for the User's own bookkeeping and recordkeeping. You may not use the Platform for any unlawful, fraudulent, or harmful purpose, or to coordinate work that you are not licensed or authorized to perform in the applicable jurisdiction. You agree to comply with the Acceptable Use Policy at all times.

2.5 No Public Marketplace. The Platform is a private, invitation-based system. We do not match strangers, do not maintain a public job board, and do not advertise Jobs to the public. All Jobs are posted by a Dispatcher to specific Users that Dispatcher has chosen. The Platform is not a public-facing marketplace and we make no representations as a marketplace operator.

2.6 Identity Verification. We reserve the right to verify the identity of any User at any time. By creating an Account, you authorize us, directly or through third-party identity-verification services, to verify your name, contact information, government-issued identification, business entity status, and any other information you submit. Failure to cooperate with reasonable verification requests is grounds for suspension or termination of your Account.

2.7 Sanctions and Export Compliance. By using the Platform, you represent and warrant that: (a) you are not located in, ordinarily resident in, or a citizen or national of any country or region subject to comprehensive U.S. government sanctions or embargo; (b) you are not on the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") Specially Designated Nationals or Blocked Persons List, the U.S. Department of Commerce's Denied Persons List or Entity List, or the U.S. Department of State's Debarred Parties List; (c) you are not employed by or acting on behalf of any party identified on any of the lists referenced in clause (b); and (d) you will not use the Platform in violation of any applicable U.S. export-control or economic-sanctions law or regulation. We may suspend or terminate your Account immediately and without notice if we determine, in our sole discretion, that your use of the Platform violates this Section.

3. Roles and the Multi-Tier Hierarchy

3.1 Roles Are Determined Per Job. A User's role on the Platform with respect to any specific Job is determined by what the User does on that Job, not by any Account-level setting. A User who posts a Job is the Dispatcher with respect to that Job. A User who accepts a Job is a Performer with respect to that Job. The same User may be a Dispatcher with respect to one Job and a Performer with respect to another, simultaneously and continuously.

3.2 Multi-Tier Hierarchy. You acknowledge and agree that the Platform supports a Multi-Tier Hierarchy in which a User who has been a Performer on a Job may, in turn, post Jobs as a Dispatcher and engage other Users as Performers on those Jobs. The Multi-Tier Hierarchy may extend to any depth. The Platform Fee applies to every payout transaction at every level of the Multi-Tier Hierarchy.

3.3 Responsibility for Engaged Performers. When you, acting as a Dispatcher, engage another User as a Performer (whether by direct invitation, by posting a Job, or otherwise), you represent that you have a legitimate work relationship or work-relationship intent with that User and that you are authorized under applicable law to engage that User as an independent contractor or, if applicable, as your employee.

3.4 No Joint Liability Among Tiers. Each Dispatcher-Performer relationship within the Multi-Tier Hierarchy is a separate contractual relationship between those two Users with respect to a specific Job. A User at a higher tier of the Multi-Tier Hierarchy is not a party to, and is not responsible for, the relationships between Users at lower tiers, except as may otherwise be required by applicable law.

3.5 Account Closure of an Upstream User. If a User's Account is closed, the closure does not automatically terminate the Accounts of other Users that User had previously engaged.

4. Independent Contractor Relationships

4.1 No Employment Relationship with TheGuys App. You are not an employee, agent, partner, joint venturer, joint employer, single or integrated enterprise, or franchisee of TheGuys App. Nothing in this Agreement creates such a relationship.

4.2 TheGuys App Provides Software Only. TheGuys App provides a software platform. We do not control, supervise, direct, train, or evaluate the work performed by any User. We do not set rates, schedules, or methods of work.

4.3 Worker Classification Between Users. Whether a Performer is properly classified as an independent contractor, an employee of the Dispatcher, or otherwise is a determination made solely by the Dispatcher with respect to that Dispatcher's own Performers. TheGuys App does not classify any User and takes no position on classification.

4.4 Indemnification for Misclassification. You agree to indemnify, defend, and hold harmless TheGuys App from and against any and all claims, costs, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your classification of any User you engaged as an independent contractor or employee, (b) any claim brought against TheGuys App by any government agency or third party arising from such classification, and (c) any claim that TheGuys App was an employer, joint employer, or single or integrated enterprise with you or any User you engaged.

4.5 Tax Reporting and Withholding. TheGuys App will not withhold any taxes from payments processed through the Platform. Each User is solely responsible for reporting and paying all federal, state, and local income, self-employment, payroll, sales, and other taxes applicable to their work and their relationships with other Users. Stripe, Inc. or its affiliates ("Stripe") may issue an IRS Form 1099-K or equivalent to you in accordance with Stripe's own policies and applicable thresholds based on payments processed through your Stripe-connected account. TheGuys App does not itself issue Form 1099 of any kind to Users. The Accounting Feature does not generate, file, or transmit any tax form.

5. Platform Fees and Monthly Minimum

5.1 Platform Fee. TheGuys App charges a fee equal to five percent (5%) of the gross amount of each payout processed through the Platform from a Dispatcher to a Performer (the "Platform Fee"). The Platform Fee is collected as a Stripe Connect application fee at the time the payout is processed.

5.2 Monthly Minimum. Each Account that posts at least one Job during a calendar month is subject to a minimum monthly fee of seventy-five dollars ($75) (the "Monthly Minimum"). If the Platform Fees collected during a calendar month total at least $75, no additional Monthly Minimum charge applies for that month. If they total less than $75, the difference will be charged to the User's payment method on file on the first day of the following calendar month.

5.3 Authorization to Charge. By posting any Job on the Platform, you authorize TheGuys App to charge your designated payment method for the Monthly Minimum shortfall (if any) and any other fees authorized under this Agreement, including any Accounting Feature subscription fees you have activated under Section 23.13.

5.4 No Refunds. Platform Fees, Monthly Minimum charges, and Accounting Feature subscription fees are non-refundable, except as expressly required by applicable law.

5.5 Taxes on Fees. If any jurisdiction imposes sales, use, value-added, excise, or similar tax on the Platform Fee, the Monthly Minimum, or any Accounting Feature subscription fee (other than tax on TheGuys App's own income), the affected fee will be increased so that TheGuys App receives the full amount otherwise payable, and the User remains responsible for any such tax.

6. Payment Processing and Money Flow

6.1 Stripe Connect; No Custody by TheGuys App. All payments processed through the Platform are processed by Stripe under its Stripe Connect product (Express account type) using Stripe's direct-charge model. Each User maintains a Stripe-connected account in their own name. Funds flow directly between Users' Stripe-connected accounts. TheGuys App does not receive, hold, control, or direct the disposition of any User's funds. The Platform Fee is collected as a Stripe Connect application fee at the moment of transaction processing and is paid by Stripe to TheGuys App.

6.2 No Money Transmission. TheGuys App is a software platform and is not a bank, money transmitter, money services business, or escrow agent. TheGuys App does not transmit money on behalf of Users. The Accounting Feature does not move money under any circumstances; it is a recordkeeping tool only.

6.3 Stripe Terms Apply. Your use of payment functions on the Platform is subject to your acceptance of and compliance with Stripe's then-current Connected Account Agreement, Services Agreement, and other Stripe terms applicable to Stripe Connect Express accounts.

6.4 Dispatcher-to-Performer Payouts. When a Dispatcher approves a completed Job and authorizes payment, Stripe processes a charge against the Dispatcher's payment method and, in the same transaction, transfers (a) ninety-five percent (95%) of the gross amount to the Performer's connected account and (b) five percent (5%) to TheGuys App as the Platform Fee.

6.5 Client Invoicing. For Client Jobs, the Platform generates an invoice in the Dispatcher's name and at the Dispatcher's designated rates and emails the invoice to the Client at the Dispatcher's direction. The invoice is the Dispatcher's invoice; TheGuys App is the delivery mechanism only. Payment from the Client to the Dispatcher is collected outside the Platform by means the Dispatcher arranges with the Client.

6.6 Internal Jobs. For Internal Jobs, no Client invoice is generated. The Platform Fee applies to the Dispatcher-to-Performer payout in the same manner as for Client Jobs.

6.7 Pricing Isolation. The Platform supports separate rate sets for Performer-to-Dispatcher compensation, Dispatcher-to-Client billing, and Client-facing invoice line items. These rate sets are independent and do not cross.

7. Job Lifecycle and User Responsibilities

7.1 Job Posting. A User acting as a Dispatcher may create a Job by describing the work, location, applicable rates, and other details.

7.2 Posting and Acceptance. A Dispatcher selects which Users to post a Job to. Selected Users may accept or decline the Job.

7.3 Performance. Once a User accepts a Job, that User (the Performer with respect to that Job) is solely responsible for the performance of the work.

7.4 Completion and Approval. Upon completion, the Performer submits the completed task checklist, expenses (with receipts), and photos through the Platform. The Dispatcher reviews and either approves the work and authorizes payment or rejects it.

7.5 Reliability Scoring. The Platform may track and compute internal metrics regarding User behavior and use these metrics to inform recommendations to Dispatchers about which Users to engage for future Jobs.

7.6 Standard Job Terms. Every Job posted, accepted, and performed through the Platform is also subject to the Standard Job Terms.

8. Insurance and Risk

8.1 No Insurance Provided or Required by TheGuys App. TheGuys App does not provide, require, verify, or maintain any insurance for any User or any User's work.

8.2 User Responsibility. Each User is solely responsible for determining what insurance, if any, is required by law, by any Client, or by any contract under which the User performs work, and for obtaining and maintaining such insurance.

8.3 No Duty to Verify. TheGuys App has no duty to verify, confirm, monitor, or maintain records of any User's insurance status.

8.4 Workers' Compensation. When acting as a Dispatcher, you represent and warrant that any Performer you engage is properly covered by workers' compensation insurance or properly exempted under applicable law.

9. Platform License and Intellectual Property

9.1 License Grant. Subject to your compliance with this Agreement, TheGuys App grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your own internal business purposes during the term of this Agreement.

9.2 Restrictions. You will not, and will not permit any other person to: (a) rent, lease, sublicense, sell, or resell the Platform; (b) create derivative works; (c) decompile, disassemble, or reverse engineer the Platform; (d) interfere with or disrupt the Platform; (e) probe or scan the Platform's security; (f) use any automated tool to access or extract data; (g) compile any directory of Users; (h) remove or obscure any proprietary notices; (i) frame or mirror any portion of the Platform; (j) transmit malware; or (k) use the Platform in violation of any law.

9.3 Reservation of Rights. The Platform and all related intellectual property is owned by TheGuys App or our licensors.

9.4 Trademarks. "TheGuys.app," "TheGuys App," "TheGuyBooks," and associated logos are trademarks of TheGuys App LLC.

9.5 Feedback. If you submit Feedback regarding the Platform, you grant TheGuys App a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, transferable license to use the Feedback for any purpose.

10. Artificial Intelligence and Automated Tools

10.1 AI Functions on the Platform. The Platform incorporates artificial intelligence tools ("AI Tools") to assist Users in functions including drafting Job postings, generating recommendations, reviewing photos, generating Client invoices, and answering Platform-related questions.

10.2 AI Tools Are Recommendations Only; Humans Make Decisions. All decisions on the Platform with legal or economic effect are made by the Users themselves and not by TheGuys App or the AI Tools.

10.3 Recommendation Inputs. Engagement recommendations may incorporate historical Platform performance, dispatcher preferences, prior working relationships, and other data accumulated within the Platform.

10.4 No Warranty of AI Outputs. AI Tools may produce inaccurate, incomplete, biased, or otherwise erroneous outputs. AI Tools are provided "AS IS."

10.5 Photo Review. AI photo review may delay or block a Performer's submission of completion photos.

10.6 Waiver of Automated-Decision Claims. To the maximum extent permitted by applicable law, you waive any claim against TheGuys App that arises from or is based upon AI Tool outputs.

10.7 Scope Restriction. AI Tools available within the Platform are restricted to Platform-internal, work-related functions. AI Tools are not used to make accounting, tax, legal, or financial-advisory determinations within the Accounting Feature.

11. Text Message Notifications

11.1 SMS Consent Required at Signup. Use of the Platform requires consent to receive transactional and operational text messages from TheGuys App and from other Users acting through the Platform.

11.2 SMS Consent & Messaging Policy. The full terms governing SMS use of the Platform are set forth in the SMS Consent & Messaging Policy, which is incorporated into this Agreement by reference.

11.3 Dispatcher Representation Regarding Phone Numbers. When acting as a Dispatcher, you represent and warrant that any phone number you enter on the Platform for another person was provided to you by that person and that you have a legitimate business reason to enter the number.

12. Private Notes About Other Users

12.1 Existence of Private Notes Feature. The Platform may permit a Dispatcher to maintain private notes about Users that Dispatcher has previously engaged.

12.2 Discoverability Warning. Notes you maintain about other Users on the Platform may become discoverable in litigation, government investigation, subpoena, regulatory inquiry, or other legal process.

12.3 User Self-Limitation. You agree to limit any private notes you maintain on the Platform to factual, work-related observations relevant to engagement decisions.

12.4 Indemnification. You agree to indemnify, defend, and hold harmless TheGuys App from and against any claim arising from notes you authored on the Platform.

12.5 No TheGuys App Adoption. Notes authored by Users are the statements of the Users who authored them, not of TheGuys App.

13. Confidentiality

13.1 Confidential Information. "Confidential Information" means non-public business, technical, financial, customer, or operational information disclosed by one party to the other in connection with this Agreement.

13.2 Obligations. Each party will protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar sensitivity, but in no event less than reasonable care.

13.3 Exceptions. Confidentiality obligations do not apply to information that is publicly known, was rightfully known before disclosure, is rightfully obtained from a third party, or is independently developed.

13.4 Survival. Confidentiality obligations survive termination of this Agreement for five (5) years, except for trade secrets, which are protected for as long as they qualify as trade secrets under applicable law.

14. Anti-Circumvention; Account Termination Authority

14.1 On-Platform Processing of Posted Jobs. When a User posts a Job on the Platform, that Job — including its acceptance, completion, and payment — must be processed through the Platform. A User who deletes, cancels, or withdraws a posted Job and subsequently completes substantially the same work with another User who was selected, viewed, or accepted that Job through the Platform owes TheGuys App the Platform Fee that would have applied to the original Job's payout, plus reasonable collection costs and attorneys' fees.

14.2 Termination Authority. TheGuys App reserves the right, at its sole discretion, to immediately suspend or permanently terminate the Account of any User who violates Section 14.1.

14.3 No Restriction on Independent Business. Section 14.1 does not restrict any User from conducting business with any other person or entity outside the Platform for work that was never posted on the Platform.

15. Data, Content, and License

15.1 User Content. "User Content" means information, data, photos, receipts, notes, ratings, expense entries, GPS records, communications, journal entries and other bookkeeping data entered into the Accounting Feature, and any other content you submit to or generate on the Platform.

15.2 License to TheGuys App. You grant TheGuys App a non-exclusive, worldwide, royalty-free, sublicensable license to host, store, reproduce, modify (for technical purposes), display, distribute, and use your User Content for the purposes of operating, providing, and improving the Platform.

15.3 User Representations About Content. You represent and warrant that you own or have sufficient rights in your User Content, that it does not infringe third-party rights, and that it does not contain unlawful or malicious content.

15.4 Aggregated and De-Identified Data. TheGuys App may create aggregated, anonymized, or de-identified data from User Content, Platform usage data, transaction data, and Accounting Feature data (collectively, "Derived Data"). Derived Data does not identify you, your business, or any individual, and cannot reasonably be used to do so. As between you and TheGuys App, TheGuys App owns all right, title, and interest in Derived Data and may use, reproduce, license, sell, and otherwise commercialize Derived Data for any lawful purpose, during and after the term of this Agreement, without notice, consent, or compensation to you. We publicly commit that we (a) take reasonable technical and organizational measures to ensure Derived Data cannot be associated with you or any individual, (b) maintain and use Derived Data only in de-identified form and do not attempt to re-identify it, except solely to test the effectiveness of our de-identification safeguards, and (c) contractually require every recipient of Derived Data to maintain it in de-identified form and to refrain from any attempt at re-identification. Nothing in this Section 15.4 grants any third party any right in your identifiable User Content or personal information, which remain governed by this Agreement and our Privacy Policy. We will not use User Content from the Accounting Feature in identifiable form to train any artificial intelligence model. This Section 15.4 survives termination of this Agreement.

15.5 Copyright Complaints. If you believe User Content on the Platform infringes your copyright, you may submit a notice to our designated DMCA agent in accordance with our DMCA Policy.

16. Service Availability and Support

16.1 Best-Efforts Availability. TheGuys App will use commercially reasonable efforts to make the Platform available. We do not guarantee uninterrupted access.

16.2 Support. We will provide reasonable email-based support during normal U.S. business hours. Support requests should be sent to support@theguys.app. Security vulnerabilities and suspected unauthorized access should be reported to admin@theguys.app.

16.3 Third-Party Links and Services. The Platform may contain links to or integrations with third-party websites or services (including Stripe, Twilio, Plaid (where applicable for Accounting Feature bank-feed integration), Anthropic, Supabase, Vercel, and Google services). Your use of such third-party websites or services is subject to their own terms and privacy policies.

17. Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE PLATFORM AND ALL CONTENT, FEATURES, AND SERVICES — INCLUDING WITHOUT LIMITATION THE ACCOUNTING FEATURE — ARE PROVIDED "AS IS" AND "AS AVAILABLE." THEGUYS APP DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT.

WITHOUT LIMITING THE FOREGOING, THEGUYS APP DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF ANY DATA IMPORTED INTO THE ACCOUNTING FEATURE FROM STRIPE, ANY BANK-DATA AGGREGATOR, OR ANY OTHER SOURCE; THE FITNESS OF ANY OUTPUT OF THE ACCOUNTING FEATURE FOR TAX FILING, REGULATORY SUBMISSION, AUDIT, COURT, OR ANY OTHER EXTERNAL USE; OR THE CONDUCT, PERFORMANCE, OR RELIABILITY OF ANY USER. EACH USER USES THE PLATFORM AT THEIR OWN RISK.

18. Indemnification

18.1 User Indemnification of TheGuys App. You agree to indemnify, defend, and hold harmless TheGuys App from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your use of the Platform, (b) your breach of this Agreement, (c) your violation of any applicable law, (d) your relationship with any User you have engaged or who has engaged you, (e) any User Content you submitted, (f) any Job you posted, accepted, or performed, (g) any insurance gap or workers' compensation claim related to a User you engaged, (h) any tax or wage claim related to payments you made or received through the Platform, (i) any phone number, email address, or other contact information you submitted on the Platform regarding any other person, (j) any data you entered into the Accounting Feature, including any reliance by you or any third party on Accounting Feature outputs for tax, regulatory, audit, court, or other external use, and (k) any breach by you of any third-party agreement, including without limitation any agreement with Stripe or any bank-data aggregator.

18.2 TheGuys App Indemnification of User. Subject to the limitations in Section 19, TheGuys App will defend you against any third-party claim that your authorized use of the Platform infringes the U.S. copyright, trademark, or patent rights of that third party, and will pay damages finally awarded against you on such claim.

18.3 IP Remediation Options. If we receive notice or reasonably believe that the Platform infringes a third party's intellectual property rights, we may, at our option and expense, (a) modify the Platform so it is non-infringing, (b) procure a license for your continued use, or (c) terminate your access and refund any prepaid fees attributable to the period after termination.

18.4 Process. The indemnified party will (a) promptly notify the indemnifying party in writing of the claim, (b) give the indemnifying party sole control of the defense and any settlement, and (c) cooperate in the defense at the indemnifying party's reasonable expense.

19. Limitation of Liability

19.1 EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THEGUYS APP BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19.2 AGGREGATE LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THEGUYS APP'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE LESSER OF (A) ONE THOUSAND DOLLARS ($1,000) OR (B) THE TOTAL PLATFORM FEES, MONTHLY MINIMUM CHARGES, AND ACCOUNTING FEATURE SUBSCRIPTION FEES PAID BY YOU TO THEGUYS APP DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

19.3 ACCOUNTING FEATURE-SPECIFIC EXCLUSION. WITHOUT LIMITING SECTIONS 19.1 AND 19.2, THEGUYS APP HAS NO LIABILITY FOR ANY TAX PENALTY, INTEREST, REGULATORY FINE, AUDIT EXPENSE, JUDGMENT, OR OTHER CONSEQUENCE ARISING FROM ANY USER'S RELIANCE ON ANY OUTPUT OF THE ACCOUNTING FEATURE FOR ANY EXTERNAL FILING, SUBMISSION, OR PROCEEDING. THE ACCOUNTING FEATURE IS A RECORDKEEPING TOOL ONLY; THE USER REMAINS SOLELY RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, AND PROFESSIONAL VERIFICATION OF ALL EXTERNAL USES.

19.4 Carve-Outs. The limitations in Section 19.1 and 19.2 do not apply to (a) TheGuys App's indemnification obligations under Section 18.2, (b) liability that cannot be excluded or limited under applicable law, or (c) liability arising from TheGuys App's gross negligence or willful misconduct.

19.5 Allocation of Risk. You acknowledge that the limitations in this Section 19 are an essential element of the bargain between the parties, are reflected in the Platform Fee, and would not be bargained for in their absence.

20. Term and Termination

20.1 Term. This Agreement commences when you first register an Account or use the Platform and continues until terminated as provided herein.

20.2 Termination by You. You may terminate this Agreement at any time by closing your Account and ceasing use of the Platform. Termination by you does not relieve you of any obligations accrued before termination, including unpaid Platform Fees, Monthly Minimum charges, and Accounting Feature subscription fees.

20.3 Termination by TheGuys App. TheGuys App may suspend or terminate your Account or this Agreement at any time, with or without cause, with or without notice.

20.4 Effect of Termination. Upon termination, your right to access the Platform ends immediately. Notwithstanding the foregoing, you retain a right to export your bookkeeping data from the Accounting Feature for a period of at least thirty (30) days following Account closure, as described in Section 23.8. We may retain User Content and Account records as required by law and as needed to enforce our rights, including financial records subject to the mandatory retention period described in Section 23.7. Sections 4.4, 4.5, 5.4, 5.5, 8.4, 9.2, 9.3, 9.4, 9.5, 10.6, 11.3, 12.4, 13, 14.1 (with respect to obligations accrued before termination), 15.2, 15.4, 17, 18, 19, 21, 23.3, 23.4, 23.6, 23.7, 23.8 (for the period stated therein), 23.9, 23.11, 23.15, and any other section that by its nature should survive, will survive termination.

21. Arbitration Agreement and Class Action Waiver

PLEASE READ THIS SECTION 21 CAREFULLY. IT REQUIRES INDIVIDUAL ARBITRATION OF DISPUTES AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS OR COLLECTIVE ACTIONS.

21.1 Mutual Agreement to Arbitrate. TheGuys App and you mutually agree to resolve through final and binding individual arbitration any and all disputes, claims, or controversies arising out of or related to this Agreement, the Platform (including without limitation the Accounting Feature), your use of the Platform, your relationship with TheGuys App, payments processed through the Platform, your classification under any law, or any related subject matter. This Section 21 is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1–16.

21.2 Demand for Arbitration. A party demanding arbitration must deliver written notice to the other party within the applicable statute of limitations period. Notice to TheGuys App must be sent to TheGuys App LLC, 1883 West Royal Hunte Drive, Suite 200A, Cedar City, Utah 84720, with a copy by email to legal@theguys.app.

21.3 Class Action Waiver. TheGuys App and each User waive the right to bring, participate in, or be represented in any class, collective, mass, consolidated, or representative action with respect to any claim covered by this Section 21.

21.4 Arbitration Rules. Arbitration is administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect, except as modified by this Section 21.

21.5 Venue. Arbitration takes place in Citrus County, Florida, unless the parties agree otherwise in writing.

21.6 Fees and Costs. Each party pays its own attorneys' fees and costs unless applicable law or the arbitrator's award provides otherwise.

21.7 Discovery, Motions, and Award. The arbitrator may order discovery sufficient to allow each party to prepare its case, consistent with the streamlined nature of arbitration.

21.8 Court Carve-Out for Injunctive Relief. Either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction in Citrus County, Florida, to prevent harm pending arbitration.

21.9 Administrative Agencies. Nothing in this Section 21 prevents either party from filing a charge or claim with any administrative agency authorized by law.

21.10 Survival; Modification. This Section 21 survives termination of this Agreement. Notwithstanding anything else in this Agreement, any change we make to this Section 21 applies prospectively only, to claims arising after the change is posted; if you do not agree to a change to this Section 21, the version of this Section 21 in effect when you last accepted this Agreement continues to apply to disputes between you and TheGuys App.

22. Governing Law and Venue

This Agreement is governed by and construed in accordance with the laws of the State of Florida, without giving effect to its conflict-of-law principles. Notwithstanding TheGuys App's formation as a Wyoming limited liability company, the parties agree Florida law governs this Agreement because TheGuys App operates from Florida and Users are most likely to be located in Florida or to interact with TheGuys App's Florida-based operations. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 21 (Arbitration), the exclusive venue for any judicial action permitted by this Agreement is the state and federal courts located in Citrus County, Florida, and each party irrevocably consents to the personal jurisdiction of those courts.

23. Accounting Feature — Supplemental Terms

23.1 Description of the Feature. TheGuys.app includes an embedded accounting and bookkeeping feature (the "Accounting Feature," also commercially known as "TheGuyBooks") that allows Users to track financial transactions, generate financial reports (such as profit-and-loss statements, balance sheets, general ledgers, and trial balances), categorize income and expenses, attach receipts, and export bookkeeping records related to the User's own business activities. The Accounting Feature is operated within the Platform by TheGuys App LLC and is subject to all terms of this Agreement, as supplemented by this Section 23.

23.2 User Control; No Platform Action on User's Books. The User controls all data entered into and managed within the Accounting Feature. TheGuys App LLC does not make journal entries, classify transactions, reconcile accounts, prepare financial statements, or take any other accounting action on the User's behalf. All such actions are taken by the User or by persons the User has explicitly invited to access the User's books. TheGuys App LLC does not act as the User's bookkeeper, controller, accountant, or financial-operations agent.

23.3 Not Tax, Accounting, or Legal Advice. The Accounting Feature is a software tool, not a professional service. Outputs of the Accounting Feature — including reports, summaries, statements, exports, and calculated values — do not constitute tax advice, accounting advice, audit opinions, financial advice, investment advice, or legal advice. TheGuys App LLC is not a certified public accountant, enrolled agent, registered tax return preparer, chartered accountant, bookkeeper of record, fiduciary, financial advisor, or attorney to any User. Users requiring tax, accounting, audit, financial, or legal advice must engage their own qualified, licensed professional. Nothing in or generated by the Accounting Feature substitutes for the professional judgment of such a person.

23.4 No Reliance for External Filings or Proceedings. Users may not rely, and may not represent that they relied, on outputs of the Accounting Feature — without independent verification by a qualified professional — for (a) federal, state, or local tax filings of any kind, (b) submissions to the U.S. Securities and Exchange Commission or any other government regulator, (c) court proceedings, depositions, or other legal disputes, (d) loan applications or financial statements provided to lenders, investors, or counterparties, (e) audited financial statements or attestation engagements, or (f) any other use where the accuracy of the figures has legal or regulatory consequence. The Accounting Feature is a recordkeeping tool to help Users organize their own data; verification, attestation, and professional review remain the User's exclusive responsibility.

23.5 Bank-Feed Integration. If a User elects to link a bank account or credit card to the Accounting Feature for automated transaction import, the link is established through Plaid Inc. or a comparable bank-data aggregator chosen by us. The bank-data aggregator receives credentials and account information directly from the User (or via the User's authorization at the User's financial institution) and transmits transaction data into the Platform's database. TheGuys App LLC does not see or store the User's bank login credentials. The User's authorization of any bank-data aggregator is subject to that aggregator's own terms of service and privacy policy, which the User accepts directly with the aggregator at the time of linking. The User may revoke bank-feed authorization at any time through the User's bank-data aggregator dashboard and through the Accounting Feature settings; revocation stops future imports but does not delete previously imported transactions, which remain in the User's books subject to the retention provisions of Section 23.7.

23.6 Immutability of Closed Periods; Audit Trail. The Accounting Feature is designed to preserve the integrity of financial records by locking journal entries once the User closes an accounting period (typically the end of a fiscal quarter or fiscal year). After a period is closed, journal entries in that period cannot be edited without a documented reopening action authenticated by the User's period-close password. Every reopening is permanently audit-logged with timestamp, actor, and before-and-after values. The User acknowledges these controls are essential to standard audit-trail and recordkeeping practices and agrees not to attempt to circumvent, disable, or work around them. Any attempt to do so is a material breach of this Agreement.

23.7 Recordkeeping Retention. Financial records created in the Accounting Feature are subject to mandatory retention requirements under applicable tax and other law (commonly seven (7) years in the United States, longer in some categories or jurisdictions). For the period during which retention is legally required, financial records — including journal entries, transaction ledgers, reconciliations, and audit logs — cannot be permanently deleted on User request, except in narrow circumstances where the User has a documented legal basis for an exception (such as where the User is not a tax-filing party). This retention obligation operates as a legal-obligation carve-out from any general deletion right granted to the User under this Agreement, our Privacy Policy, or applicable consumer-privacy law, and survives termination of this Agreement to the extent and for the period required by applicable law. Non-financial Account data (such as branding configuration and User preferences) is not subject to this retention carve-out and may be deleted on request.

23.8 Data Export Right. The User has a continuing right, during the period the User's Account is active and for a period of not less than thirty (30) days following Account closure, to export the User's complete bookkeeping data set from the Accounting Feature in a portable, machine-readable format (the "CPA Package"). The CPA Package typically includes the User's general ledger, trial balance, profit-and-loss statement, balance sheet, and reconciliation history. The CPA Package satisfies in full any data-portability obligation TheGuys App LLC owes under applicable law with respect to bookkeeping data held in the Accounting Feature. After the thirty (30) day post-closure export window expires, we may begin or continue to retain financial records solely for the legal-retention purpose described in Section 23.7 and have no further export obligation.

23.9 No Money Movement Through the Accounting Feature. The Accounting Feature is a recordkeeping tool only. It does not initiate, process, hold, transmit, custody, or settle money on the User's behalf or on behalf of anyone else. All money movement on the Platform is processed by Stripe under Section 6 of this Agreement. The Accounting Feature reads payment events from Stripe and (if the User has elected) transaction data from a bank-data aggregator, but it does not move money. TheGuys App LLC is not, by reason of the Accounting Feature, a money transmitter, money services business, payment processor, custodian, escrow agent, financial institution, or other entity regulated under any state or federal money-services law.

23.10 Invited Accountant Access. The User may invite specific third parties (such as the User's accountant or bookkeeper) to access the User's books on a read-only basis. Each invitation is enforced by row-level access controls so that the invited party can view only the inviting User's books. Every action by the invited party is automatically audit-logged. The User is solely responsible for (a) the accuracy of the invited party's contact information, (b) the legitimacy of the invited party's professional standing, and (c) revoking the invited party's access promptly when no longer needed. TheGuys App LLC is not a party to the engagement between the User and the User's accountant or bookkeeper and has no responsibility for the work performed by the invited party.

23.11 Disclaimer of Accuracy of Imported Data. TheGuys App LLC does not warrant that data imported from Stripe, any bank-data aggregator, or any other third-party source into the Accounting Feature is complete, accurate, current, or timely. Source-system errors, delayed feeds, aggregator outages, mis-categorizations, and duplicate transactions may cause the User's books to be incomplete or inaccurate at any given moment. The User remains solely responsible for reviewing imported data, reconciling discrepancies, correcting errors, and verifying balances before relying on any output.

23.12 Use Limitations. The User will not use the Accounting Feature to (a) falsify or fabricate financial records, (b) conceal income from any tax authority, (c) launder funds, (d) prepare materially misleading financial statements for any third party, (e) prepare or hold out outputs as having been prepared by a certified public accountant, enrolled agent, registered tax return preparer, or other licensed professional unless the User actually is such a licensed professional, or (f) operate accounts for any business the User does not legitimately own or operate. Violations of this Section 23.12 are also addressed in the Acceptable Use Policy and may result in immediate termination.

23.13 Subscription and Billing. The Accounting Feature is an optional feature activated at the User's election. The subscription fee, billing cycle, and any included usage tiers for the Accounting Feature are those stated on the Platform at the time of activation, as updated from time to time on a prospective basis with notice. By activating the Accounting Feature, you authorize TheGuys App to charge your designated payment method on file the then-current subscription fee on a recurring basis until you cancel. You may cancel the Accounting Feature subscription at any time through your Account settings; cancellation takes effect at the end of the then-current billing period, and fees already charged are non-refundable except as required by applicable law. If a subscription charge fails or the subscription is cancelled or lapses, we may suspend the Accounting Feature for your Account; during any such suspension and following cancellation, you retain export access to your bookkeeping data as described in Section 23.8, and your financial records remain subject to the retention provisions of Section 23.7.

23.14 Hosting and Data Location. All bookkeeping data entered into or generated by the Accounting Feature — including journal entries, chart-of-accounts data, transaction records, imported transaction data, reconciliation records, receipts, audit logs, and any names, descriptions, or notes the User enters — is hosted, stored, and processed by TheGuys App LLC on its infrastructure located in the United States, using the infrastructure service providers identified in our Privacy Policy.

23.15 Availability; Modification or Discontinuation. The Accounting Feature depends on the continued operation of the Platform and of the third-party infrastructure and data providers it relies on. We may modify, suspend, or discontinue the Accounting Feature, in whole or in part, at any time, including for scheduled maintenance, changes to third-party services, or events outside our control. Where commercially reasonable, we will provide advance notice of any permanent discontinuation and an opportunity to export your bookkeeping data under Section 23.8 before discontinuation takes effect. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THEGUYS APP HAS NO LIABILITY FOR ANY UNAVAILABILITY, MODIFICATION, SUSPENSION, OR DISCONTINUATION OF THE ACCOUNTING FEATURE.

23.16 Survival. Sections 23.3, 23.4, 23.6, 23.7, 23.8 (for the period stated therein), 23.9, 23.11, and 23.15 survive termination of this Agreement.

24. Miscellaneous

24.1 Notices. Notices to TheGuys App must be sent in writing to TheGuys App LLC, 1883 West Royal Hunte Drive, Suite 200A, Cedar City, Utah 84720, with a copy by email to legal@theguys.app. Notices to a User may be sent to the email address on the User's Account or by in-Platform notification.

24.2 Entire Agreement. This Agreement, together with the Privacy Policy, Acceptable Use Policy, SMS Consent & Messaging Policy, DMCA Policy, Standard Job Terms, and any other documents incorporated by reference, is the entire agreement between you and TheGuys App regarding the subject matter and supersedes all prior or contemporaneous agreements.

24.3 Severability. If any provision of this Agreement is held unenforceable, that provision will be modified to the minimum extent needed to make it enforceable, or if no modification can save it, will be severed, with the remainder of this Agreement remaining in full force.

24.4 No Waiver. A failure to enforce any provision is not a waiver of the right to enforce it later. Waivers must be in writing.

24.5 Assignment. You may not assign or transfer this Agreement or your Account without our prior written consent. We may assign this Agreement to any affiliate, successor, or acquirer without your consent. Any assignment in violation of this Section is void.

24.6 Force Majeure. Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, acts of war or terrorism, civil unrest, governmental action, labor disputes, internet or carrier outages, or pandemic.

24.7 Independent Contractors. The parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, or employment relationship between the parties.

24.8 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

24.9 Headings. Headings are for convenience only and do not affect interpretation.

24.10 Electronic Communications and Signatures. You consent to receive communications from us electronically and to enter into this Agreement electronically. Electronic signatures and records satisfy any legal requirement that communications, signatures, or records be in writing or signed in original form.

Last updated: June 10, 2026