DEMO

Draft — attorney review required before launch. This document is not legal advice and is not in effect.

Independent Contractor Driver Agreement

This Independent Contractor Driver Agreement (the "Agreement") is between A&A Terra Inc ("Company", "we", "us"), which operates the Terra Drive delivery platform (the "Platform"), and the person who accepts it electronically ("Driver", "you"). Please read it carefully. Section 17 contains an arbitration agreement and a class-action waiver that affect how disputes are resolved. You may opt out of arbitration within 30 days (Section 17.8).

1. What the Platform is

1.1 The Platform is software that lets restaurants and other merchants ("Merchants") request delivery of orders and lets independent drivers receive, review, and accept or decline those requests ("Offers").

1.2 Company is a technology and payment-facilitation platform. Company does not sell food, does not employ drivers to make deliveries, and does not direct how you perform a delivery beyond the basic information needed to complete it (pickup location, dropoff location, customer notes, and proof-of-delivery requirements).

2. Your relationship with Company

2.1 Independent contractor. You are an independent contractor in business for yourself. Nothing in this Agreement creates an employment, partnership, joint-venture, franchise, or agency relationship. You are not entitled to employee wages, overtime, benefits, unemployment insurance, or workers' compensation from Company, except where applicable law requires otherwise.

2.2 Your freedoms. Company will not and does not:

2.3 Zones. You choose one or more service zones where you want to receive Offers and may change them at any time. You will only receive Offers whose pickup is inside a zone you selected. Some zones may be "coming soon" or "waitlist"; you will receive Offers there only once a zone is live.

2.4 Your tools. You provide and pay for your own vehicle, phone, data plan, fuel, maintenance, licenses, and insurance.

2.5 Taxes. You are responsible for your own taxes. See Section 9.

3. Eligibility and onboarding

3.1 To use the Platform you must: (a) be at least 18 years old; (b) hold a valid driver's license if you deliver by car or motor scooter; (c) have a vehicle that is legally registered and safe; (d) complete the onboarding steps in the app; and (e) be approved by Company.

3.2 Background check. Before approval, Company may obtain a consumer report about you from a consumer reporting agency, only after you receive a separate, standalone disclosure and give written authorization (see the Background Check Disclosure and Authorization). Company follows the federal Fair Credit Reporting Act ("FCRA") and applicable state law, including pre-adverse and adverse action notices.

3.2A Identity check. Everyone completes an identity check (photo ID + selfie) through Stripe Identity before anything else. Your ID images are processed and kept by Stripe; Company receives only the result (and the verified name) and never stores your ID images.

3.2B When the background check runs, and who pays. Company orders the background check (including a motor vehicle record) only when at least one zone you picked is live. If your zones are "coming soon" or "waitlist", no check is ordered and nothing is charged until a zone goes live. (a) Founding Drivers (Section 6): the check is free. Company runs it when it activates you for a live zone; Company activates Founding Drivers in groups as order volume requires, so activation timing is not guaranteed. (b) All other drivers pay the check cost up front (currently $41.00, charged through Stripe). Company refunds it automatically, in full, after your 20th completed delivery. If you never complete 20 deliveries, the fee is not refunded. (c) Before the paid check, Company may do a free pre-screen using official sources only: the identity check, a lookup on the U.S. Department of Justice National Sex Offender Public Website (nsopw.gov) recorded by a staff member, and an automated review of your uploaded documents (for example mismatched names, expired dates, or a missing delivery endorsement). The automated review only flags items for a human; it never makes a decision. Company does not use people-search websites or web/AI searches about you to decide eligibility. (d) If Company considers taking adverse action based on a consumer report, you will first receive a pre-adverse action notice with a copy of the report and a summary of your rights, and at least 5 business days to respond or dispute before any final decision. (e) If Company then makes a final adverse decision, you will receive an adverse action notice naming the consumer reporting agency, stating that the agency did not make the decision, and explaining your right to a free copy of the report within 60 days and to dispute its accuracy with the agency. (f) Company makes an individualized assessment — the nature of any offense, the time that has passed, and its relevance to delivery work — and follows applicable fair-chance laws. (g) The consumer reporting agency collects any information it needs (such as your Social Security Number and date of birth) directly through its own secure form. Company does not collect or store it. (h) The check fee in (b) is not refunded if the check result makes you ineligible or if you close your account before your 20th completed delivery. [Counsel to confirm that charging this fee to an independent contractor, and these refund conditions, are permitted in each state.]

3.3 Insurance. If you deliver only by pedal bicycle or e-bike, no auto policy applies: you confirm that statement in the app, you are responsible for your own safety equipment and any liability, and you may upload proof of any liability coverage you have [counsel to confirm the bicycle rule and whether liability coverage should be required]. If you deliver by car or motor scooter, you must keep personal auto insurance that includes a delivery or rideshare endorsement (or an equivalent commercial policy) meeting at least your state's minimum limits. You will upload proof and confirm the endorsement during onboarding, and you must re-verify every 6 months or whenever your policy changes. If your coverage lapses, you must go offline until it is restored. Company may maintain its own insurance policies; those policies, if any, do not replace your obligation to carry your own.

3.4 Accuracy. Information you give us must be true and kept up to date.

4. Offers and deliveries

4.1 Each Offer shows the pickup, dropoff area, estimated distance, and your exact pay for that delivery before you accept.

4.2 If you accept an Offer, you agree to complete it in a safe, lawful, and timely manner, handle food with reasonable care, and follow reasonable food-safety practices.

4.3 Proof of delivery. At dropoff you will take a photo and allow the app to record your GPS location. If proof is missing or GPS is more than 250 meters from the dropoff location, the delivery is still marked complete but your payout for it may be held while Company reviews it. Company will review held payouts promptly and in good faith.

4.4 You may hold only one active delivery at a time unless the Platform later offers batched deliveries that you choose to accept.

4.5 If you cannot complete a delivery you accepted, notify the Merchant or support through the app as soon as possible.

5. Pay and fees

5.1 What you receive per completed delivery: the delivery fee for that delivery plus 100% of any tip, minus the Driver Service Fee (if any). The amount is shown on the Offer before you accept.

5.2 Driver Service Fee. The standard Driver Service Fee is $0.99 per completed delivery. Card processing on the part of the customer's payment that goes to you (delivery fee + tip) is paid by Company — you are never charged a separate card-processing fee. Founding Drivers pay a $0.00 Driver Service Fee (Section 6).

5.3 Tips. 100% of tips go to you. Company never uses tips to cover your base pay or any fee.

5.4 Cancellations. If a delivery is cancelled before you pick up the order, no fees are charged and no pay is due. If the Merchant cancels after you picked up the order, you are paid the delivery fee minus the Driver Service Fee (if any).

5.5 Changes to fees. Company may change the standard Driver Service Fee for future deliveries with at least 30 days' notice in the app and by email. A change never applies to deliveries already offered. A change cannot reduce the Founding Driver benefit in Section 6.

5.6 Optional annual plan. Company may later offer an optional annual flat plan (one yearly payment, $0 per-delivery Driver Service Fee). Its price and terms will be published before it starts. Joining is always optional.

5.7 Fee disclosure. The Driver Fee & Earnings Disclosure is part of this Agreement and shows a worked example.

5.8 No earnings guarantee. Company does not guarantee any number of Offers or any level of earnings. Your earnings depend on order volume in your zones, when and where you choose to drive, distance, tips, and your own expenses.

6. Founding Driver program

6.1 Definition. A "Founding Driver" is one of the first 1,000 driver accounts whose identity check (Section 3.2A) is approved by Company under this Agreement, counted in that order. Each Founding Driver receives a permanent badge number from #0001 to #1000. Spots count toward the 1,000 whatever zone the driver picked (including coming-soon and waitlist zones outside Ohio). A spot is released — and goes to the next driver whose identity check is approved — only if the background check ends in a final adverse action under Section 3.2B; every other Founding Driver keeps their number. [Owner/counsel: confirm this release rule.]

6.2 When a spot is locked. A Founding Driver spot is assigned at the moment your account is approved for identity (the Stripe Identity check in Section 3.2A) — before the background check — not at sign-up. If all 1,000 spots are assigned before then, you are on the standard plan. Your background check is free and runs when Company activates you for a live zone (Section 3.2B(a)); you still need a clear check before you can receive offers.

6.3 Benefit — "$0 for life." For as long as your account remains an Active Account in Good Standing, the Driver Service Fee on each completed delivery is $0.00, you receive 100% of the delivery fee and 100% of tips, and Company continues to pay the card processing on your pay.

6.4 Active Account means you complete at least one delivery in every rolling 12-month period after approval. The 12 months start only once your account is approved to receive offers — time on a coming-soon or waitlist zone, or while waiting for Company to activate you, never counts — and any time when none of your selected zones is live is added back. Each completed delivery starts a new 12-month period. [Built: the software keeps this clock, pauses it while none of your zones is live, and sends the Section 6.6 reminders. The period is configurable (FOUNDER_ACTIVE_WINDOW_DAYS); counsel to confirm.]

6.5 Good Standing means your account is not deactivated for a material breach of this Agreement or the Acceptable Use Policy, following the process in Section 12.

6.6 Ending the benefit. The Founding Driver benefit ends only if (a) your account is not an Active Account (no completed delivery in a 12-month period) — Company will send at least two reminders, at 30 days and 7 days before the 12-month mark; or (b) your account is permanently deactivated under Section 12 for a material breach. Pausing, going offline, or using other platforms does not end it. The benefit is personal and cannot be sold or transferred. Company will not reduce or end this benefit through a fee change under Section 5.5.

6.7 Reinstatement. If your account is reinstated after a deactivation that is reversed on review or appeal, your Founding Driver status and badge number are restored.

7. Payments

7.1 All payments are processed through Stripe Connect. You must create or link a Stripe Express account and accept Stripe's terms. Company does not hold your funds outside Stripe.

7.2 Schedule. Pay for completed deliveries is transferred to your Stripe account and paid out weekly (Mondays) by default, subject to Stripe's processing times. Company may offer instant cash-out after 20 completed deliveries with no open flags; any instant cash-out cost will be disclosed before you use it.

7.3 Holds and corrections. Company may hold a payout for a specific delivery during a good-faith review under Section 4.3, and may correct clear calculation errors with notice. Company will not take deductions other than those described in this Agreement.

8. Your data and location

8.1 While you are online, the app collects your GPS location (about every 5 seconds) to offer nearby deliveries, show progress to the Merchant and customer, and verify delivery. Location is not collected while you are offline. See the Privacy Policy.

8.2 Company will never ask you for login credentials, screenshots, or data from any other delivery platform.

9. Taxes and tax reporting

9.1 You are responsible for reporting and paying all taxes on your earnings, including federal, state, and local income taxes (including any Ohio municipal income tax) and self-employment tax.

9.2 Company (or Stripe on its behalf) will issue an IRS Form 1099-NEC (or other form required by law) by January 31 for any year in which your reportable pay meets the IRS threshold. Tips are included in reported pay. Company's CPA will confirm the correct form and threshold each year.

9.3 Your tax identification information (Form W-9 / TIN) is collected and stored by Stripe during payout onboarding. Company does not collect or store your Social Security Number or TIN.

9.4 The app provides a yearly earnings summary and a mileage log you may export. These are summaries for your convenience — they are not official IRS forms or tax advice.

10. Insurance and liability

10.1 You are responsible for your own vehicle, its operation, and your compliance with traffic laws. You must carry the insurance described in Section 3.3.

10.2 To the extent permitted by law, you agree to indemnify Company against third-party claims arising from your negligence, willful misconduct, or violation of law while performing a delivery. This does not apply to claims caused by Company's own negligence or misconduct.

11. Conduct and safety

You agree to follow the Acceptable Use Policy, including: no driving while impaired; no harassment or discrimination; no tampering with orders; no fraud (including false proof or GPS spoofing); and respect for customer privacy (customer contact details are masked and may be used only to complete the delivery).

12. Deactivation and appeal

12.1 You may close your account at any time.

12.2 Company may deactivate an account only for a material breach of this Agreement or the Acceptable Use Policy, for failing eligibility requirements (for example, an expired license or lapsed insurance), or where required by law. Company will give written notice with the reason, except where immediate action is needed for safety or legal reasons.

12.3 You may appeal any deactivation within 30 days through the app or by email. A person — not only an automated system — will review your appeal and respond in writing.

12.4 Deactivation for lapsed documents (insurance, license) is temporary and ends once you upload valid documents.

13. Intellectual property and confidentiality

The Platform software, brand, and content belong to Company. You receive a limited, revocable license to use the driver app to perform deliveries. You agree not to copy, reverse engineer, or scrape the Platform, and to keep customer and Merchant information confidential.

14. Disclaimer and limitation of liability

To the extent allowed by law, the Platform is provided "as is". Company is not liable for indirect, incidental, special, or consequential damages. Company's total liability under this Agreement is limited to the greater of (a) the Driver Service Fees you paid in the 12 months before the claim or (b) $500 — [counsel to review cap and carve-outs]. Nothing in this section limits liability that cannot be limited by law, or limits your right to be paid for completed deliveries.

15. Changes to this Agreement

Company may update this Agreement with at least 30 days' notice in the app and by email. Material changes require your acceptance in the app before your next delivery. If you do not agree, you may stop using the Platform; your Founding Driver benefit and pay already earned are unaffected.

16. Notices and electronic signature

You agree to receive notices electronically and that your electronic signature in the app has the same effect as a handwritten signature (federal E-SIGN Act; Ohio Rev. Code ch. 1306; Texas Bus. & Com. Code ch. 322). Company keeps a record of the version you signed, the time, and your IP address.

17. Dispute resolution — arbitration and class-action waiver

[PLACEHOLDER — counsel to draft.] This section is intentionally a structural placeholder. Counsel must draft and confirm enforceability under the Federal Arbitration Act, including the transportation-worker exemption in 9 U.S.C. § 1 (and Southwest Airlines Co. v. Saxon, 2022, and Bissonnette v. LePage Bakeries, 2024) as it may apply to last-mile delivery drivers, and the applicable Ohio and Texas arbitration acts as fallback.

17.1 Informal resolution first. Before filing any claim, each party will send a written notice and try in good faith to resolve the dispute for 30 days.

17.2 Binding individual arbitration. [Placeholder: scope of covered claims; administrator (e.g., AAA or JAMS) and rules; Company pays all arbitration filing and arbitrator fees beyond what you would pay to file in court; location within 50 miles of you or by video.]

17.3 Class and collective action waiver. [Placeholder: claims brought only individually, not as a plaintiff or class member in any class, collective, or representative proceeding, to the fullest extent permitted by law.]

17.4 Mass-arbitration protocol. [Placeholder: batching / bellwether procedure.]

17.5 Excluded claims. [Placeholder: small-claims court; claims that cannot be arbitrated as a matter of law; administrative charges with government agencies; injunctive relief for IP misuse.]

17.6 Severability of the waiver. [Placeholder.]

17.7 Governing law for arbitration. Federal Arbitration Act where it applies; otherwise the arbitration law of the state where you primarily perform deliveries.

17.8 Your right to opt out. You may opt out of this Section 17 by emailing [email protected] within 30 days after first accepting this Agreement with your name and the statement "I opt out of arbitration." Opting out has no effect on your access to the Platform or your Founding Driver status.

18. Governing law and state notes

18.1 Governing law. Except for Section 17, this Agreement is governed by the laws of the state where you primarily perform deliveries.

18.2 Ohio notes. [Counsel to confirm each item; citations are starting points, not conclusions:] (a) whether Ohio has enacted any "marketplace platform" / marketplace-contractor statute that applies to delivery network drivers, and if so what written-agreement terms it requires; (b) the independent-contractor tests used for Ohio unemployment compensation (Ohio Rev. Code ch. 4141) and workers' compensation (Ohio Rev. Code ch. 4123); (c) the Driver's responsibility for Ohio municipal income tax; (d) whether any Ohio consumer-protection statute applies to this agreement.

18.3 Texas notes. [Counsel to confirm each item:] (a) the Texas Workforce Commission marketplace-platform contractor rule (40 Tex. Admin. Code § 815.134) and Tex. Labor Code ch. 201, and whether this Agreement meets the rule's conditions; (b) that Texas transportation-network-company provisions (Tex. Occ. Code ch. 2402) cover passenger rides, not food delivery; (c) minimum auto-liability limits under Tex. Transp. Code ch. 601. Texas launch is waitlist-only until counsel signs off.

18.4 Severability. If any provision is unenforceable, the rest remains in effect.

18.5 Entire agreement. This Agreement, the Driver Fee & Earnings Disclosure, the Acceptable Use Policy, the Privacy Policy, and the SMS Terms (if you opted in) are the entire agreement between you and Company about the Platform.

19. Contact

A&A Terra Inc · [registered business address — to be added] · [email protected] · [email protected]

Electronic signature block (rendered in the driver app): Full legal name · Signature (typed) · Date and time (auto) · Agreement version (auto) · IP address (auto).

A&A Terra Inc · All legal documents