Contractor Terms of Service

1. Parties and definitions

These Terms of Service ("Terms") form a binding agreement between:

• "OLN", "we", "us", "our" — Ontario Lead Networks, a sole proprietorship operated by Matt D'Souza in Orillia, Ontario, Canada, and any successor entity to which the business is assigned; and
• "Contractor", "you", "your" — the individual, sole proprietorship, partnership, corporation, or other legal entity that completes the contractor signup process on this website or accepts any Lead from us.

The following capitalized terms have the meanings given below throughout these Terms:

• "Lead" — a homeowner inquiry collected through one of our marketing websites or partner channels, including the homeowner's name, contact information, and a description of the service they are seeking.
• "Lead Preview" — the email or SMS notification we send to a single Contractor offering a Lead, which includes the homeowner's general project details and the proposed referral fee but withholds the homeowner's direct contact information until acceptance.
• "Acceptance" — the Contractor's irrevocable election to take a Lead, signified by clicking the "Accept" button (or equivalent) in a Lead Preview email or by replying with explicit acceptance through any other channel we authorize.
• "Referral Fee" — the dollar amount stated in the Lead Preview as the cost of the Lead, payable upon Acceptance under Section 5.
• "Acceptance Window" — the 12 business-hour period beginning when the Lead Preview is sent, within which the Contractor must accept or the Lead expires and is offered to another Contractor.
• "Dispute Window" — the 48 consecutive hours following Acceptance, within which the Contractor may dispute the Lead under Section 6.
• "Business hours" — Monday through Friday, 7:00 AM to 7:00 PM Eastern Time, excluding Ontario statutory holidays.
• "Homeowner" — the end user who submitted the contact form that generated the Lead.
• "Service Area" — the geographic area you specified during onboarding within which you will accept Leads.
• "Trade" — the trade category or categories you specified during onboarding.

2. Services provided

OLN operates a lead-referral platform. Our services consist of:

1. collecting homeowner inquiries through our network of marketing websites and partner channels;
2. matching each Lead to a single Contractor based on Trade, Service Area, availability, and other routing criteria we determine in our discretion;
3. delivering a Lead Preview to the matched Contractor with general project details and the Referral Fee;
4. releasing the Homeowner's direct contact information to the Contractor upon Acceptance;
5. issuing an invoice for the Referral Fee, payable on Net-15 terms; and
6. administering disputes, opt-outs, and account changes.

OLN does not:

1. perform, supervise, schedule, price, or guarantee any trade work itself;
2. warrant that any Homeowner will respond to the Contractor's outreach, accept the Contractor's quote, or hire the Contractor;
3. warrant that any Lead will convert into a sale, that the project will be of any particular size or value, or that the Homeowner will be reachable or responsive at any particular speed;
4. act as the Contractor's employer, agent, partner, joint venturer, or franchisee; or
5. grant any form of exclusive territory or geographic exclusivity to any Contractor (see Section 4.4).

3. Contractor onboarding and eligibility

3.1 Eligibility

To participate as a Contractor, you represent and warrant on an ongoing basis that:

1. you are a legal business entity authorized to conduct your Trade in Ontario;
2. you hold all licenses, permits, certifications, and insurance required by law and by industry custom for your Trade in the Service Area, including at minimum: (i) commercial general liability insurance of not less than CAD $2,000,000 per occurrence; (ii) Workplace Safety and Insurance Board (WSIB) coverage if you have employees or are otherwise subject to the Workplace Safety and Insurance Act; (iii) automobile liability insurance if you use vehicles in performing your services; and (iv) any trade-specific coverage required by your professional or licensing body. You will provide proof of insurance on request and will notify us within 5 business days if any required policy lapses, is cancelled, or has its limits reduced;
3. you are not subject to any outstanding regulatory order, professional discipline, restraining order, or criminal proceeding that would impair your ability to serve Homeowners safely and lawfully;
4. all information you provide during signup and thereafter is accurate, current, and complete; and
5. you will promptly notify us in writing if any of the foregoing ceases to be true.

3.2 Owner approval

Signup is not effective until we send you a welcome email confirming that we have reviewed and approved your application. We may decline any application, or remove any approved Contractor, at our sole discretion and without cause. Approval is not a representation by us about your qualifications.

3.3 Account information

You are responsible for keeping your roster information (email, phone, accepted services, Service Area, capacity, billing) current. We will route Leads based on whatever information is on file at the moment the Lead arrives. We are not responsible for missed Leads or wrong matches resulting from out-of-date contractor information.

4. Lead delivery

4.1 Exclusive delivery, not exclusive territory

Each Lead is delivered to a single Contractor — never split, duplicated, or simultaneously offered to two or more Contractors. "Exclusive delivery" refers strictly to this single-delivery rule. It does not grant any Contractor exclusive rights to a city, region, trade, or Homeowner. We may at any time approve additional Contractors who serve the same Trade and Service Area as you.

4.2 Routing criteria

We route Leads using a combination of Trade match, sub-service match, geographic match, contractor status, monthly capacity, and round-robin fairness across qualified Contractors. The specific routing logic may change without notice as we improve the platform.

4.3 Acceptance Window

You have until the expiry timestamp shown in the Lead Preview email (typically 12 business hours from delivery) to accept. If you neither accept nor pass within that window, the Lead is treated as expired and re-routed to the next qualified Contractor. Three consecutive expirations may result in your account being marked as "Cold" and de-prioritized in future routing.

4.4 No homeowner exclusivity

If a Homeowner submits two or more separate inquiries through our channels — for example, a second inquiry months later for a different service, or an inquiry from a different family member — each is its own Lead and may be routed to a different Contractor. Section 6.1(a) governs whether a repeat inquiry counts as a "Duplicate" for dispute purposes.

4.5 Lead quality

We make commercially reasonable efforts to validate that each Lead represents a real homeowner with a real project. We use automated and AI-assisted vetting, manual owner review, and contractor feedback over time to filter junk submissions. We do not, however, warrant that every Lead represents a closeable opportunity. Section 16 (Disclaimer of Warranties) and Section 6 (Dispute Window) govern your remedies if a specific Lead falls short.

5. Referral fees and billing

5.1 Referral Fee shown at preview

The exact Referral Fee for a given Lead is stated in the Lead Preview email before you accept. By clicking Accept, you agree to pay the stated Referral Fee. The fee is determined by our internal pricing matrix, which is based on factors including the Trade, the typical project value, the geographic area, and any launch-phase or promotional adjustments we choose to apply.

5.2 Invoicing

Upon Acceptance, we will automatically generate an invoice for the Referral Fee and email it to the contact address on file. Invoices may be issued through Stripe Inc., Wave Financial Inc., or any other reasonable invoicing provider we elect. The invoice is the official record of the amount owed.

5.3 Payment terms

All Referral Fees are payable on Net-15 terms — fifteen calendar days from the invoice date. Payment is accepted by credit or debit card, ACH/EFT, e-Transfer, or any other method we make available.

5.4 Taxes

Referral Fees are stated exclusive of any applicable taxes. As of the effective date of these Terms, OLN is not registered for HST. If and when OLN becomes registered, HST will be added to invoices as required by law.

5.5 Late payment

Unpaid invoices past 15 days from issuance may incur interest at the lesser of 1.5% per month (19.56% per annum) and the maximum rate permitted under the Interest Act (Canada). We may also pause your account under Section 10 until outstanding amounts are paid in full.

5.6 No refunds outside dispute window

Once the 48-hour Dispute Window expires, the Referral Fee is non-refundable, regardless of the eventual outcome of the project, the Homeowner's responsiveness, or any other factor. Section 7 governs.

6. Dispute window and process

6.1 Valid grounds for dispute

You may dispute a Lead within 48 hours of Acceptance on, and only on, one or more of the following four grounds:

1. Duplicate. The same Homeowner contacted you through OLN within the previous 60 days. Returning Homeowners outside that 60-day window are not Duplicates.
2. Fake or spam. The contact information is fabricated (non-working email or phone), the inquiry is a bot submission, the inquiry is from a competitor or other party posing as a Homeowner, or no real homeowner exists at the stated location.
3. Out-of-area. The Homeowner's actual project location, once known, falls outside the Service Area you declared during onboarding.
4. Out-of-scope. The work the Homeowner actually wants done falls outside the services you declared during onboarding.

6.2 Filing a dispute

To file a dispute, reply to the Lead Preview email with the word "DISPUTE" in the subject line and a brief explanation citing one of the four grounds above and any supporting evidence (e.g., the date of the prior Duplicate inquiry, screenshots of fake contact info, the actual location reported by the Homeowner). You may also use the dispute form at ontarioleadnetworks.ca/dispute when available.

6.3 Resolution timeline

We will acknowledge your dispute within one business day and resolve it within five business days of acknowledgment. Resolution is one of the following:

1. Credit. If we agree the dispute is valid, we will credit your account in the amount of the Referral Fee. The credit applies against your next invoice. We do not refund credits as cash unless required by law.
2. Decline. If we determine the dispute is invalid or unsupported, we will explain why and the Referral Fee remains payable on the original Net-15 schedule.

6.4 Decision is final

Our dispute decisions are final and binding subject only to Section 18 (Governing Law and Jurisdiction). Filing a frivolous, repetitive, or unsupported dispute may result in suspension under Section 10.

7. Acceptance is final

This Section 7 is the most-commonly-misunderstood part of the platform. Read it carefully.

7.1 What you are paying for

The Referral Fee compensates OLN for the delivery of verified Homeowner contact information that matches your declared Trade and Service Area. The Referral Fee is not a finder's fee, a commission, a contingency fee, or a payment for any particular project outcome.

7.2 Not grounds for dispute

The following are, expressly and without limitation, not grounds for dispute or refund. Acceptance is final and the Referral Fee remains payable in each case below:

1. the Homeowner chose a different contractor for the project, whether another OLN Contractor or one found independently;
2. the Homeowner stopped responding to your outreach attempts, including after you contacted them by phone, email, text, or in person;
3. the Homeowner declined your quoted price or rejected your proposal;
4. the project did not close for any business, sales, scheduling, seasonal, weather, financing, or other reason;
5. you were unable to reach the Homeowner despite reasonable attempts after Acceptance;
6. the project turned out to be smaller, lower-value, or different in scope than you initially expected based on the Lead Preview, provided the trade category matched your declared Services;
7. the Homeowner's project timeline differed from your expectations;
8. you chose not to pursue the project after speaking with the Homeowner; or
9. your competitive positioning, pricing, or availability did not result in the Homeowner choosing you.

7.3 Outreach obligation

By accepting a Lead, you commit to making at least one bona fide contact attempt to the Homeowner within 24 hours of Acceptance and at least one additional attempt within the following 48 hours if no response is received. Failure to attempt contact may, at our discretion, be treated as cause for suspension under Section 10, but does not entitle you to any refund.

8. Contractor independence

You are an independent contractor running an independent business. You and OLN are not employer/employee, principal/agent, partners, joint venturers, or franchisor/franchisee. Specifically:

1. OLN does not control how, when, or where you perform your trade work;
2. OLN does not set your prices, your project scope, your warranties, or your customer service standards;
3. OLN does not provide tools, equipment, insurance, vehicles, materials, training, or worksite supervision;
4. You are solely responsible for compliance with all applicable laws, including but not limited to the Employment Standards Act, the Occupational Health and Safety Act, the Workplace Safety and Insurance Act, the Income Tax Act, the Excise Tax Act, the Consumer Protection Act, and any provincial or municipal licensing requirements applicable to your Trade;
5. You will not represent to any Homeowner, supplier, regulator, or third party that you are an employee, agent, or representative of OLN or that OLN guarantees, endorses, or supervises your work; and
6. You will hold OLN harmless for any tax, withholding, source deduction, or remittance obligations arising from your business, except those owed by OLN under its own tax obligations.

9. Lead confidentiality and non-circumvention

9.1 Lead data is confidential

The Homeowner contact information you receive through OLN is confidential business information. You may use it only to provide your trade services to that Homeowner and for related follow-up. You may not:

1. sell, transfer, sub-license, syndicate, or otherwise share any Lead's contact information with any third party;
2. add a Lead to a generic marketing list or send unrelated marketing without separate CASL-compliant consent from that Homeowner;
3. publish, post, or display the Lead's name, contact information, or project details on social media, your website, reviews, advertising, or any other public forum without the Homeowner's express written consent; or
4. retain Lead data after termination of these Terms beyond what is required for tax, warranty, accounting, or regulatory recordkeeping under applicable law.

9.2 Non-circumvention

For 24 months following Acceptance of a Lead, you will not, in bad faith, encourage or accept any arrangement with that Homeowner that has the purpose or principal effect of routing future projects around OLN where OLN would otherwise have been the routing channel. For clarity, this clause:

1. does NOT prevent you from continuing to serve a Homeowner directly on follow-up projects that the Homeowner initiates with you independently, including word-of-mouth referrals from the Homeowner to friends or family, or repeat business the Homeowner brings to you without going through one of our marketing websites;
2. does NOT prevent you from offering the Homeowner a maintenance plan, annual service contract, or ongoing customer relationship that you would offer any other customer;
3. does prevent only your active and bad-faith effort to direct, encourage, or coordinate the Homeowner to bypass OLN on a new inquiry the Homeowner would otherwise have submitted through one of our marketing websites (e.g., asking the Homeowner to "call me directly next time instead of going through Muskoka Dock Services").

10. Suspension and termination

10.1 Suspension by OLN

We may pause or suspend your participation, with or without notice, at our sole discretion, including but not limited to where:

1. any invoice from us is more than 15 days past due;
2. you breach any provision of these Terms;
3. a Homeowner credibly reports unprofessional conduct, safety concerns, fraud, or work-quality issues against you;
4. your insurance, licenses, or certifications lapse;
5. you accumulate three consecutive expirations of the Acceptance Window without responding;
6. you file a Dispute we determine to be frivolous, vexatious, or fraudulent;
7. we receive a complaint from a regulator, consumer protection body, or law enforcement agency related to your conduct; or
8. we determine, in our reasonable business judgment, that your continued participation is inconsistent with OLN's standards or reputation.

10.2 Termination by either party

Either of us may terminate these Terms for any reason or no reason on 30 days' written notice to the other. Either of us may terminate immediately on written notice for a material breach of these Terms that is not cured within 10 days of notice.

10.3 Effect of termination

On termination: (a) we will route no further Leads to you; (b) all then-outstanding Referral Fees remain due on their original Net-15 schedule; (c) Sections 5 (Fees), 7 (Acceptance is Final), 8 (Independence), 9 (Confidentiality and Non-Circumvention), 13 (IP), 14 (Indemnification), 15 (Limitation of Liability), 16 (Warranties), 18 (Governing Law), and 19 (Entire Agreement) survive; and (d) the parties have no further obligations to each other except as preserved by surviving sections.

11. CASL and anti-spam

The contractor signup process collects your express written consent to receive Lead Previews and operational notifications from OLN, in compliance with Canada's Anti-Spam Legislation (CASL). Each Lead Preview email includes an unsubscribe link that revokes that consent for marketing purposes. You may also unsubscribe at any time by emailing [email protected] with the subject "Unsubscribe" and your contractor ID. Operational invoices and account notices may continue after marketing opt-out where permitted by law.

You agree, in turn, that any outreach you make to a Homeowner whose contact information you receive through OLN will comply with CASL, including but not limited to providing your sender identification, including an unsubscribe mechanism in marketing emails, and respecting any opt-out request.

12. Confidentiality and data protection

Homeowner contact information is personal information subject to the Personal Information Protection and Electronic Documents Act (PIPEDA). You agree to:

1. collect, use, and retain Homeowner data only for the purposes the Homeowner consented to at the point of inquiry;
2. safeguard Homeowner data with reasonable administrative, technical, and physical security controls appropriate to its sensitivity;
3. notify us within 72 hours of any actual or suspected unauthorized access, loss, or disclosure of Homeowner data in your possession;
4. honor any access, correction, or deletion request received from a Homeowner promptly and consistent with PIPEDA; and
5. not transfer Homeowner data outside Canada except as strictly necessary to deliver your services and with reasonable contractual protections in place.

13. Intellectual property

OLN retains all rights, title, and interest in its websites, brand, logos, software, dashboards, internal documentation, routing logic, scoring models, and other intellectual property. Nothing in these Terms grants you any license to use OLN's name, logo, or brand in your own marketing without our prior written consent.

You retain all rights, title, and interest in your own business name, logo, brand, and content. You grant OLN a limited, non-exclusive, royalty-free license to use your name, logo, and Service Area information within our routing logic and Homeowner-facing communications solely as necessary to deliver the platform. We will not feature your name or logo in marketing materials targeting other Contractors or in public press without your consent.

14. Indemnification

You will indemnify, defend, and hold harmless OLN, its owner, employees, agents, and successors from and against any and all claims, demands, suits, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to:

1. your performance, mis-performance, or non-performance of any trade work for a Homeowner;
2. your breach of any representation, warranty, covenant, or obligation under these Terms;
3. any injury to person or property caused by you, your employees, your subcontractors, or your equipment;
4. any breach by you of PIPEDA, CASL, or any other applicable law;
5. any tax, withholding, or remittance obligation that should have been performed by you; or
6. any claim that you misrepresented OLN to a Homeowner, supplier, regulator, or third party.

OLN will indemnify, defend, and hold harmless the Contractor against any claim by a third party that the platform itself, in its operation as designed and operated by OLN, infringes that third party's intellectual property rights — except where the claim arises from your modification, misuse, or unauthorized integration of OLN's platform with other systems.

15. Limitation of liability

To the maximum extent permitted by law:

1. Neither party will be liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages of any kind, including but not limited to lost profits, lost revenue, lost goodwill, lost business opportunities, or loss of Leads, even if advised of the possibility of such damages.
2. OLN's aggregate liability to you under or relating to these Terms — whether in contract, tort (including negligence), strict liability, statute, or any other theory of liability — will not exceed the total Referral Fees you have actually paid to OLN in the 12-month period immediately preceding the event giving rise to the claim. If no Referral Fees have been paid, OLN's aggregate liability will not exceed CAD $500.
3. This Section 15 applies even if any remedy provided in these Terms fails of its essential purpose.

15.1 Carve-outs

The limitations and exclusions in this Section 15 do not apply to, and neither party may rely on them to limit, liability arising from:

1. that party's fraud, fraudulent misrepresentation, or willful misconduct;
2. that party's gross negligence;
3. death or personal injury caused by that party's negligence; or
4. any other liability that cannot be excluded or limited under applicable Ontario or Canadian law.

This Section 15.1 reflects mandatory Ontario law: limitations of liability for a party's own fraud, willful misconduct, gross negligence, or personal-injury negligence are unenforceable as a matter of public policy, regardless of contractual language.

16. Disclaimer of warranties

The platform and all Leads are provided "as is" and "as available". OLN disclaims, to the maximum extent permitted by law, all warranties express, implied, statutory, or otherwise, including but not limited to:

1. any warranty of merchantability;
2. any warranty of fitness for a particular purpose;
3. any warranty regarding the volume, frequency, value, or quality of Leads;
4. any warranty that a Homeowner will respond, accept a quote, or hire the Contractor;
5. any warranty that the platform will be uninterrupted, error-free, or secure; and
6. any warranty arising from course of dealing, usage of trade, or otherwise.

17. Force majeure

Neither party is responsible for any failure or delay in performance under these Terms (other than payment obligations) caused by events beyond its reasonable control, including but not limited to natural disasters, acts of war or terrorism, civil unrest, governmental orders, pandemics, internet or telecommunications outages, third-party service provider failures, or labor disturbances. The affected party will notify the other promptly and resume performance when reasonably able.

18. Governing law and jurisdiction

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the courts of Ontario, sitting in Simcoe County or the City of Toronto, for any dispute arising out of or relating to these Terms. Each party waives any objection to venue or forum non conveniens in such courts.

Where permitted by law, before commencing any court proceeding, the parties will attempt in good faith to resolve the dispute through direct discussion for at least 30 days. Nothing in this Section prevents either party from seeking emergency or injunctive relief.

18.1 Class action waiver

To the maximum extent permitted by law, the parties agree that any dispute arising out of or relating to these Terms will be brought solely on an individual basis. Neither party may bring or participate in any class action, collective action, consolidated action, or representative proceeding against the other, whether in court or in arbitration. If any portion of this Section 18.1 is found unenforceable in a particular dispute, the remaining provisions of Section 18 continue to apply.

19. Entire agreement, amendments, severability

19.1 Entire agreement

These Terms, together with any onboarding materials we provide and any invoices we issue, constitute the entire agreement between you and OLN with respect to its subject matter and supersede all prior or contemporaneous agreements, representations, or understandings, oral or written.

19.2 Amendments

We may amend these Terms at any time by posting an updated version at ontarioleadnetworks.ca/terms.html and updating the "Effective date" above. Material amendments will be communicated by email to the address on file at least 14 days before they take effect, with the exception of changes required by law, court order, or to address fraud or security risks, which may take effect immediately. Your continued acceptance of Leads after the effective date of an amendment constitutes your acceptance of the amended Terms.

19.3 Severability

If any provision of these Terms is held invalid, unlawful, or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permitted by law and the remaining provisions will continue in full force and effect.

19.4 No waiver

A failure or delay by either party to exercise any right under these Terms is not a waiver of that right and does not preclude later exercise of the same or any other right.

19.5 Assignment

You may not assign or transfer these Terms or any of your rights or obligations under them without our prior written consent. We may assign these Terms to a successor in connection with a sale, merger, or reorganization of OLN's business on written notice to you.

20. Notices

All notices to OLN must be sent by email to [email protected] with a clear subject line identifying the matter. All notices to the Contractor will be sent to the email and (where appropriate) the phone number on file. Notices are deemed received on the next business day after sending.

21. Acceptance and execution

You confirm that you have read, understood, and agreed to these Terms by either:

1. completing and submitting the contractor signup form at ontarioleadnetworks.ca/partners.html; or
2. clicking the "✅ Accept" button on any Lead Preview email, SMS, or other notification we send.

Each of those actions constitutes your electronic signature and is legally binding under the Electronic Commerce Act, 2000 (Ontario) and the Personal Information Protection and Electronic Documents Act (PIPEDA).

If you do not agree to these Terms, you must not sign up, must not accept any Lead, and you have no further obligation to us.

Questions about these Terms? Contact [email protected]. We respond within one business day.