QUIGIG / QUIGPRO PROFESSIONAL PLATFORM

TERMS OF USE AND PROFESSIONAL MEMBERSHIP AGREEMENT

Effective Date

The earlier of:
(i) the date the User clicks “I Agree”; or
(ii) the User’s first access to or use of the QuiGig or QuigPro Platform.

1. PARTIES AND ACCEPTANCE

This Terms of Use and Professional Membership Agreement (“Agreement”) is entered into by and between QuiGig Inc. and QuigPro Inc. (collectively, the “Platform Authority,” “QuiGig / QuigPro,” or “Platform Operators”), and the individual or legal entity accepting this Agreement (“You” or “User”).

This Agreement governs all Professional Members, Active Business Accounts, and Clients who access or use the Platform.

By clicking “I Agree,” creating an account, accessing the Platform, or offering, accepting, or receiving services through the Platform, You acknowledge that You have read, understood, and agreed to be bound by this Agreement.

2. PLATFORM IDENTITY, ACCESS, AND ROLE

2.1 Invite-Only Platform

The QuiGig / QuigPro Platform (“Platform”) is a private, invitation-only professional platform.
Access is granted solely at the discretion of the Platform Authority.

The Platform Authority reserves the right to:

  • Approve or deny any application for access;
  • Limit, suspend, or revoke access at any time;
  • Remove any User from the Platform in accordance with this Agreement.

2.2 Platform Role

The Platform enables qualified professionals and approved business entities to identify, engage, and contract directly with one another for architecture, engineering, construction, and related technical services.

Neither QuiGig nor QuigPro provides licensed professional services.
The Platform provides technology, governance, administrative coordination, payment facilitation, and dispute-mediation services only.

2.3 Platform Authority

QuiGig Inc. and QuigPro Inc., jointly and severally:

  • Own, operate, and govern the Platform;
  • Establish, interpret, modify, and enforce Platform policies;
  • Act as the operational and administrative representatives of the Platform for onboarding, compliance, mediation, and enforcement.

Any action taken by QuiGig or QuigPro within Platform operations is deemed an action of the Platform Authority.

3. USER CATEGORIES

Users may include:

  • Professional Members – licensed or qualified individual professionals;
  • Active Business Accounts – approved entities offering or procuring services;
  • Clients – recipients of services.

Professional Members and Active Business Accounts are collectively referred to as “Service Providers.”

All Service Providers are members of the QuiGig Professional Community (“Community”).

4. ELIGIBILITY AND REPRESENTATIONS

Each User represents and warrants that they:

  • Are at least 18 years of age;
  • Have authority to enter into this Agreement;
  • Provide accurate and complete information;
  • Comply with all applicable laws and regulations.

Each Service Provider further represents that it holds and maintains all licenses, registrations, certifications, and insurance required to perform services offered through the Platform.

5. PROFESSIONAL STATUS, INDEPENDENCE, AND CONTINUITY

5.1 Independent Contractor Relationship

All Professional Members and Active Business Accounts act as independent professionals or independent business entities and may contract directly with one another through the Platform.

Nothing in this Agreement creates or implies employment, partnership, joint venture, agency, or fiduciary relationships.

5.2 No Control Over Means and Methods

Each Service Provider retains exclusive control over how services are performed, including methods, tools, personnel, sequencing, and professional judgment.

The Platform Authority does not supervise or direct professional work, except for enforcing Platform rules and community standards.

5.3 Continuing Standing Professional Agreement

Unless a Service Provider expressly resigns from the Platform in writing or is removed pursuant to this Agreement:

  • This Agreement remains continuously in effect;
  • The Service Provider remains a party to this standing inter-party professional services framework;
  • This Agreement serves as a general agreement of availability, professional support, and good-faith willingness to collaborate with other Professional Members and Active Business Accounts on projects offered through the Platform.

No project acceptance is required for this standing contractual framework to remain valid.

5.4 Independent Business Operations

Service Providers operate independent businesses or professional practices and may offer services through competing platforms or directly to third parties, subject only to lawful exclusivity policies expressly disclosed by the Platform.

5.5 Taxes, Benefits, and Insurance

Service Providers are solely responsible for all taxes, insurance, and benefits.
The Platform Authority does not provide wages, benefits, or tax withholding.

6. INTER-PARTY PROFESSIONAL SERVICES CONTRACT FORMATION

6.1 Master Professional Services Agreement

This Agreement constitutes a standing master professional services agreement between and among all Professional Members and Active Business Accounts.

By remaining on the Platform, each Service Provider agrees that this Agreement governs its contractual relationship with all other Service Providers on the Platform.

6.2 Formation of Direct Bilateral Contracts

Upon acceptance of a project, scope, or engagement through the Platform:

  • A direct, legally binding bilateral contract is formed solely between the participating Service Providers;
  • No separate written agreement is required;
  • This Agreement, together with the accepted scope and compensation terms, constitutes the entire agreement between those parties.

The Platform Authority is not a party to such contracts.

6.3 Licensed Professional Engagement and Reliance

When a licensed architect, engineer, or other licensed professional is engaged through the Platform:

  • The engagement constitutes a professional services contract;
  • The engaging business may represent that it has a licensed professional under contract;
  • The licensed professional retains full professional responsibility and authority.

This Agreement is intended to serve as evidence of such contractual relationship for regulatory, permitting, or compliance purposes.

6.4 No Transfer of Licensure

Nothing herein transfers licensure or permits unlawful holding out.

6.5 Survival

Contracts formed under this Agreement survive project completion, Platform suspension, or account termination.

7. PROFESSIONAL CONDUCT AND PROJECT DISCRETION

Service Providers agree to act professionally and ethically.

Acceptance of any particular project is voluntary.
Declining a project does not constitute breach.

8. PROJECT-BASED COMPENSATION

Compensation arises solely from inter-party contracts and is project-based.

The Platform may facilitate payments and charge fees, which are not wages.

9. CLIENT ACKNOWLEDGMENTS AND INDEMNIFICATION

Clients acknowledge services are provided solely by Service Providers.

Clients agree to indemnify the Platform Authority and Service Providers to the maximum extent permitted by law.

10. DISPUTE RESOLUTION AND MEDIATION

Disputes must first be submitted to Platform mediation.
Unresolved disputes proceed to binding arbitration.

11. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

Users must maintain confidentiality.
Platform IP remains the property of the Platform Authority.

12. SUSPENSION, REMOVAL, AND ENFORCEMENT

The Platform Authority may suspend or remove any User, with or without cause, including for legal, professional, ethical, or reputational risk.

Removal:

  • Does not retroactively void contracts already formed;
  • Does not extinguish surviving obligations.

13. DISCLAIMER OF PROFESSIONAL LIABILITY

The Platform Authority does not provide licensed professional services and assumes no professional liability.

14. LIMITATION OF LIABILITY AND INDEMNIFICATION

Liability is limited to the maximum extent permitted by law.
Users indemnify the Platform Authority for breaches or violations.

15. TERM, GOVERNING LAW, AND SEVERABILITY

This Agreement remains effective until resignation or removal.

Governing law is the law of the state in which the User primarily accesses the Platform.

If any provision is unenforceable, the remainder remains in effect.

ACCEPTANCE

By clicking “I Agree” or using the Platform, You confirm that You:

  • Enter into a continuing inter-party professional services framework;
  • Remain party to this Agreement unless you expressly resign or are removed;
  • Understand that licensed professionals engaged through the Platform are under contract under this Agreement;
  • Accept the invite-only nature and governance authority of the Platform.