AfricanComplex / OrbitApex — Driver Independent Contractor Agreement

Last Updated: July 23, 2026 Effective Date: July 23, 2026

THIS DRIVER INDEPENDENT CONTRACTOR AGREEMENT ("Agreement") is entered into as of the Effective Date set forth below, by and between AfricanComplex Holdings LLC, an Indiana limited liability company, operating the AfricanComplex marketplace and OrbitApex delivery service, and the individual registering as a driver on the OrbitApex platform, and sets forth the terms and conditions governing that engagement. AfricanComplex's initial launch is Indiana only; additional states or countries will be added by addendum under Section 20 as operations expand.

Effective Date: July 23, 2026

1. Parties

This Driver Independent Contractor Agreement (the "Agreement") is entered into between AfricanComplex Holdings LLC, an Indiana limited liability company ("Company," "we," "us," or "our"), operating the AfricanComplex marketplace and OrbitApex delivery service, and the individual registering as a driver on the OrbitApex platform ("Driver," "you," or "your").

By completing the driver onboarding process and accepting this Agreement, you agree to be bound by its terms.

At initial launch, AfricanComplex operates exclusively in Indiana, and this Agreement is drafted for Indiana-based Drivers performing deliveries within Indiana. As AfricanComplex expands to additional states or countries, it will issue a jurisdiction-specific addendum under Section 20 before onboarding Drivers there; that addendum will govern to the extent of any conflict with this Agreement for matters within its scope.

2. Relationship Status

2.1 Independent Contractor Status

You engage with the Platform as an independent contractor, not an employee of the Company. Nothing in this Agreement creates an employment relationship, partnership, joint venture, or agency between you and the Company.

2.2 What Independent Contractor Status Means

• You are free to accept or decline any delivery opportunity offered through the Platform.
• You determine the method and means of performing deliveries, including route selection.
• You set your own schedule — you choose when and whether to go online.
• You may perform services for other companies, including competitors, at any time.
• You are responsible for your own taxes, insurance, and business expenses.
• You are not entitled to employee benefits, workers' compensation, unemployment insurance, or any other employee benefit.
• The Company controls only the result of your work (timely and safe delivery of the order), not the manner or means by which you perform it.

2.3 No Exclusivity

This Agreement does not grant you exclusive rights to perform deliveries in any area, nor does it prevent you from engaging in any other business or engagement.

2.4 No Minimum Hours or Deliveries

The Company does not require you to work any minimum number of hours or complete any minimum number of deliveries. You are free to go online and offline at your discretion.

3. Driver Requirements and Onboarding

3.1 Eligibility

To register as a Driver, you must:

• Be at least 18 years of age.
• Be legally authorized to work or provide services in the United States.
• Possess a valid Indiana driver's license or other license recognized for driving in Indiana.
• Have access to a vehicle that meets the Platform's requirements (which may include bicycles, motorcycles, or other vehicle types depending on local operations).
• Maintain active vehicle insurance that meets Indiana's minimum financial-responsibility requirements.
• Maintain current vehicle registration, where applicable to the vehicle type.

3.2 Required Documents

Before activation, you must submit and have approved: a clear, recent profile photo; a valid, non-expired driver's license; an active vehicle insurance policy, where required for your vehicle type; current vehicle registration, where applicable; and a vehicle exterior photo matching your vehicle description.

3.3 Vehicle Requirements

Your vehicle must be in safe, operable condition; registered and insured in compliance with Indiana law; and clean and suitable for transporting consumer goods. Vehicle capacity is classified as SEDAN, SUV, VAN, PICKUP, MOTORCYCLE, or BICYCLE, as applicable. Your classification may affect which delivery opportunities are offered to you.

3.4 Background/Screening Check

You must consent to and pass a background or screening check administered by Checkr, conducted in compliance with the Fair Credit Reporting Act (FCRA) and applicable Indiana law. Before any check is run, you will separately receive and must complete a stand-alone FCRA-Compliant Disclosure and Authorization Form as part of the driver onboarding flow; that form, not this Agreement, is your consent for the background check. A "CLEAR" (or equivalent passing) result is required for activation. The Company reserves the right to deactivate your account if subsequent screening information reveals disqualifying issues consistent with its FCRA-compliant adverse-action procedures.

3.5 Tax Documentation

You must complete and submit IRS Form W-9 before your first payout. You acknowledge that you are solely responsible for paying all federal, state, and local taxes on your earnings; that the Company will issue Form 1099-NEC if you earn US$600 or more in a calendar year; and that your Social Security Number or Taxpayer Identification Number is collected solely for tax reporting and compliance purposes, encrypted (AES-256-GCM) in our systems, and displayed only in truncated form.

4. How the Platform Works

4.1 Going Online

When you go online in the Driver app, you indicate your availability to receive delivery offers. You may go offline at any time.

4.2 Delivery Offers

When a Customer's order is ready for pickup, the Platform may offer you a delivery opportunity based on your proximity to the pickup location and availability. You will see the pickup location, delivery location, estimated distance, and estimated payout before deciding.

4.3 Accepting or Declining

You are free to accept or decline any delivery offer. Declining an offer carries no penalty. Because the Platform's offer-matching algorithm favors Drivers whose acceptance history indicates they are likely to complete an offered delivery, your acceptance rate is one input into the frequency with which offers are shown to you — this affects how often you are offered deliveries, not whether you may decline any individual offer, and it is not a rating penalty or disciplinary measure.

4.4 Performing Deliveries — Safety and Quality Outcome Standards

The Company controls the result of a delivery, not the manner or means by which you achieve it. Consistent with that, when you accept a delivery you agree to meet the following safety and quality outcomes:

• Deliver the order to the Customer's address safely and within a reasonable time.
• Verify the order with the Merchant before departing.
• Upload a delivery-confirmation photo — this exists to confirm the safety/quality outcome that the order actually reached its destination, protecting both you and the Customer against fraudulent "never arrived" claims; it is not a mandate on your driving route or method.
• Handle the order with reasonable care consistent with a safe delivery outcome (for example, not opening sealed containers and maintaining food temperature where reasonably possible).

4.5 Delivery Completion

A delivery is considered complete when you have delivered the order to the Customer's address and uploaded a confirmation photo through the Driver app.

5. Earnings and Payouts

5.1 Earning Types

5.2 Payout Methods

Minimum balance for instant cashout: $10.00.

5.3 Payout Processing

Payouts are processed through Stripe Connect. You must complete Stripe Connect onboarding and maintain a valid bank account or debit card on file.

5.4 Deductions

The Company may deduct from your earnings: instant cashout fees; a driver unassignment fee of $2.00 after your second unassignment in a given week (the first two weekly unassignments are free) — this fee is disclosed to you in the Driver app at the point you unassign, in addition to being described here; and amounts owed due to disputes, chargebacks, or adjustments.

5.5 Tax Responsibility

You are solely responsible for reporting and paying all federal, state, and local taxes on your earnings. The Company will provide Form 1099-NEC where required.

6. Document Compliance

6.1 Ongoing Requirements

You must maintain valid, non-expired versions of all required documents (driver's license, vehicle insurance, vehicle registration, as applicable) at all times while using the Platform.

6.2 Expiration Monitoring

6.3 Automatic Suspension

If any required document expires, your account is automatically suspended and you will be unable to accept delivery offers until you upload a renewed document and it is approved. This policy exists because operating without required insurance creates uninsured-driving liability exposure for you, Customers, and third parties on Indiana roads — it is a safety and compliance necessity, not a scheduling control, and admits no exceptions.

6.4 Reactivation

To reactivate after a document-based suspension: (1) upload the renewed document through the Driver app; (2) the Company reviews the document, targeting approval within 24 hours; (3) upon approval, your suspension is lifted and you may resume deliveries.

7. Conduct and Safety

7.1 Professional Conduct

• Comply with all Indiana traffic laws and regulations.
• Treat Customers and Merchants with courtesy and respect.
• Do not consume alcohol or illegal substances while performing deliveries.
• Do not use your phone in an unsafe manner while driving.
• Maintain your vehicle in safe, operable condition.

7.2 Prohibited Conduct

• Opening sealed food containers or tampering with orders.
• Consuming any portion of a Customer's order.
• Contacting Customers for purposes unrelated to the delivery.
• Discriminating against any Customer or Merchant on any ground prohibited by applicable law.
• Carrying passengers unrelated to the delivery while performing a delivery.
• Using the Platform for any unlawful purpose.
• Misrepresenting your identity, vehicle, or qualifications.

7.3 Customer Reviews

Customers may rate and review your delivery performance. Your average rating and rating count are tracked on your profile. Consistently low ratings may result in account review or deactivation following notice and an opportunity to respond.

7.4 Acceptance Rate

Your acceptance rate is tracked. There is no minimum acceptance rate, and declining an offer is never penalized. Drivers with higher acceptance rates receive priority in delivery-offer distribution — meaning they are offered deliveries more frequently — but a lower acceptance rate never results in a rating penalty, suspension, or deactivation on its own.

8. Insurance

8.1 Your Insurance

You are required to maintain insurance that meets or exceeds Indiana's minimum financial-responsibility requirements. You represent that your policy covers you while performing delivery services, or that you have obtained any rider or endorsement required for commercial/gig use.

8.2 Company Insurance

Placeholder — pending client instruction. AfricanComplex is obtaining a quote for supplemental/contingent liability coverage during active deliveries and will supply the confirmed coverage type and limits separately; this subsection will be finalized once that information is received. Indiana's Transportation Network Company Public Safety Act, Ind. Code § 8-2.1-19.1, and related delivery-network provisions should be reviewed to confirm whether a specific minimum contingent-liability threshold applies to OrbitApex's delivery model.

8.3 Accidents and Incidents

In the event of an accident or safety incident during a delivery: (1) ensure the safety of all parties involved; (2) contact emergency services if needed; (3) report the incident to the Company through the Driver app or by contacting support; (4) cooperate with any investigation.

9. Data and Privacy

We collect and use your personal data as described in our Privacy Policy, including your identification documents, insurance details, vehicle information, Social Security Number or Taxpayer Identification Number (encrypted), Form W-9, background check results, earnings, and payout history. While you are online or performing a delivery, the Driver app collects your real-time GPS location for matching, delivery tracking, fee calculation, and safety monitoring, including dead-zone detection if no GPS update is received for 15 minutes; this location data is used solely for those stated safety and operational purposes. Location data collection stops when you go offline, and location data from completed deliveries is retained for 90 days.

10. Suspension and Deactivation

10.1 Suspension

Your account may be suspended for: expired documents (automatic — see Section 6.3); safety concerns pending investigation; reported misconduct; or background/screening issues.

10.2 Deactivation

Your account may be permanently deactivated for: violation of this Agreement; criminal activity; fraud or misrepresentation; repeated safety violations; failed background re-evaluation; or persistent low ratings after corrective notice.

10.3 Effect of Deactivation

Upon deactivation: you will no longer be able to access the Driver app or accept deliveries; outstanding earnings will be paid out within 30 days via your existing payout method; and your personal data will be retained as required by law and our Privacy Policy.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY INDIANA LAW, THE COMPANY'S TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL EARNINGS PAID TO YOU IN THE THREE (3) MONTHS PRECEDING THE CLAIM. THE COMPANY IS NOT LIABLE FOR LOST EARNINGS, LOST BUSINESS OPPORTUNITIES, OR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM THIS AGREEMENT OR YOUR USE OF THE PLATFORM, EXCEPT WHERE SUCH LIMITATION IS PROHIBITED BY LAW, INCLUDING LIABILITY FOR DEATH, PERSONAL INJURY, OR FRAUD, WHICH IS NOT LIMITED BY THIS AGREEMENT.

12. Indemnification

To the extent permitted by Indiana law, you agree to indemnify, defend, and hold harmless the Company from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: your performance of deliveries; your violation of this Agreement; your violation of any traffic law or regulation; any accident, injury, or property damage occurring during a delivery; your failure to maintain required insurance; your tax obligations; or any claim by a third party related to your use of the Platform.

13. Statutory Contributions

Because you are an independent contractor, the Company does not withhold income tax or make contributions to Social Security, Medicare, unemployment insurance, or workers' compensation on your behalf. If AfricanComplex expands to a jurisdiction where mandatory law requires such contributions for your worker classification there, that requirement will be addressed in the addendum for that jurisdiction under Section 20.

14. Dispute Resolution (Indiana)

14.1 Agreement to Arbitrate

Except as set forth in this Section 14, you and the Company agree that any dispute, claim, or controversy arising out of or relating to this Agreement, your classification, or your provision of services on the Platform, shall be resolved by binding individual arbitration rather than in court, administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect, seated in Hendricks County, Indiana.

14.2 Class and Collective Action Waiver

You and the Company agree that any arbitration will be conducted on an individual basis only, and not as a class, collective, or representative action. Indiana does not have a PAGA-style representative-action statute; this waiver is intended to apply to the fullest extent permitted under Indiana and federal law.

14.3 Opt-Out

You may opt out of this arbitration provision within 30 days of accepting this Agreement by sending written notice to [email protected]. Opting out does not affect any other provision of this Agreement.

14.4 Small Claims Exception

Either party may bring an individual claim in Indiana small claims court in lieu of arbitration if the claim qualifies for that court's jurisdiction.

14.5 Governing Law and Venue

This Agreement is governed by the laws of the State of Indiana, without regard to its conflict-of-laws principles. For any claim not subject to arbitration under Section 14.1, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Hendricks County, Indiana.

14.6 Severability of This Section

If the class/representative action waiver in Section 14.2 is found unenforceable as to a particular claim, that claim shall proceed in court and shall be severed from arbitration, while the remainder of this Section 14 continues to apply to all other claims. This Section 14 governs Indiana-based Drivers only; a state-specific addendum under Section 20 governs arbitration for Drivers in any other state.

15. Termination

15.1 By You

You may terminate this Agreement at any time by deactivating your account through the Driver app or by contacting support. You are not required to provide notice or a reason.

15.2 By the Company

The Company may terminate this Agreement by providing written notice to your registered email address.

15.3 Outstanding Payouts

Upon termination by either party, outstanding earned payouts will be processed within 30 days.

16. Modifications

We may modify this Agreement by providing at least 30 days' written notice, via email or in-app notification. Your continued use of the Platform after the effective date constitutes acceptance. If you do not agree with the modifications, you may terminate this Agreement before the effective date.

17. Miscellaneous

17.1 Entire Agreement

This Agreement, together with the Terms of Service, Privacy Policy, and any applicable jurisdiction addendum, constitutes the entire agreement between you and the Company regarding your use of the Platform as a Driver.

17.2 Severability

If any provision is found unenforceable, the remaining provisions remain in effect.

17.3 No Waiver

The Company's failure to enforce any provision does not constitute a waiver of that provision.

17.4 Assignment

You may not assign this Agreement. The Company may assign this Agreement without restriction.

17.5 Survival

Sections 2 (Relationship Status), 5.5 (Tax Responsibility), 11 (Limitation of Liability), 12 (Indemnification), and 14 (Dispute Resolution) survive termination.

18. Contact

AfricanComplex Holdings LLC 5702 Walkabout Way, Brownsburg, IN 46112 [email protected] · +1 317-389-1333

19. FCRA Background Check Disclosure

The background/screening check described in Section 3.4 is authorized by a separate, stand-alone FCRA-Compliant Disclosure and Authorization Form presented to you as its own step in the driver onboarding flow — not by your acceptance of this Agreement. If you have not received that form, contact [email protected] before completing onboarding.

20. Future Jurisdiction Addenda

This Agreement is drafted for Indiana at initial launch. Worker/contractor classification tests, minimum insurance requirements, tax withholding, statutory benefits, and dispute-resolution rules differ materially by U.S. state (for example, California, Massachusetts, New Jersey, and Illinois apply a stricter "ABC test" than Indiana's common-law-style test) and by country. AfricanComplex will not onboard a Driver in any state or country other than Indiana until it has issued a jurisdiction-specific addendum for that location. Each addendum will specify, at minimum: (a) the Driver's classification status under that jurisdiction's law; (b) any statutory benefits, minimum-earnings, or contribution obligations that apply; (c) locally required insurance minimums; (d) local tax withholding and reporting mechanics; and (e) the governing law, venue, and dispute-resolution mechanism applicable there. In the event of a conflict between this Agreement and a jurisdiction addendum, the addendum governs for matters within its scope.

21. Acknowledgment

By accepting this Agreement, you acknowledge and agree that:

• You are entering into this Agreement voluntarily, under the independent-contractor relationship described in Section 2.
• You have read and understand the terms of this Agreement.
• You understand your entitlement (or non-entitlement) to benefits as described in Section 2.
• You are responsible for your own taxes, insurance, vehicle maintenance, and business expenses.
• You understand the document compliance requirements and automatic suspension policy in Section 6.
• You consent to the collection and use of your location data as described in Section 9 and the Privacy Policy.
• You will separately complete the FCRA-Compliant Disclosure and Authorization Form referenced in Section 19 before any background check is run.

Signatures

Driver Signature: _______________________________ Printed Name: ____________________________

Date: ____________________________