AfricanComplex / OrbitApex — Driver Independent Contractor Agreement

DRAFT — FOR ATTORNEY REVIEW ONLY This document was generated from the frozen business rules, driver compliance system, payout rules, and platform specifications. It must be reviewed and approved by qualified legal counsel specializing in independent contractor classification (federal and state-specific, including ABC test jurisdictions) before use. Not legal advice.

ATTORNEY NOTES:

• IC classification analysis required under federal (IRS, DOL) and applicable state tests (ABC test in CA, MA, NJ, IL, etc.)
• Verify compliance with state-specific IC agreement requirements
• Review arbitration clause and class action waiver enforceability
• Consider state-specific worker protection laws
• Background check disclosure/authorization may require separate FCRA-compliant forms

Last Updated: [DATE] Effective Date: [DATE]

1. Parties

This Driver Independent Contractor Agreement ("Agreement") is entered into between AfricanComplex Holdings LLC, a [STATE] [ENTITY TYPE], operating the AfricanComplex marketplace and OrbitApex delivery service (collectively, "Company," "we," "us," or "our") and the individual registering as a Driver on the OrbitApex platform ("Driver," "Contractor," "you," or "your").

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

2. Independent Contractor Relationship

2.1 Status

You are 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 This Means

As an independent contractor:

• You are free to accept or decline any delivery opportunity offered through the Platform
• You determine the method and means of performing deliveries (route selection, etc.)
• 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 does not control the manner or means by which you perform deliveries, only the result (timely and safe delivery of the order)

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 employment.

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 in the United States
• Possess a valid U.S. driver's license
• Have access to a vehicle that meets the Platform's requirements
• Maintain active auto insurance that meets your state's minimum requirements
• Maintain current vehicle registration

3.2 Required Documents

Before activation, you must submit and have approved:

1. Profile photo (clear, recent selfie)
2. Valid driver's license (state-issued, non-expired)
3. Active auto insurance policy
4. Current vehicle registration
5. 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 applicable laws
• Clean and suitable for transporting consumer goods

Vehicle capacity is classified as SEDAN, SUV, VAN, or PICKUP. Your classification may affect which delivery opportunities are offered to you.

3.4 Background Check

You must consent to and pass a background check administered by Checkr, a third-party consumer reporting agency. The background check will be conducted in compliance with the Fair Credit Reporting Act (FCRA). You will receive separate disclosure and authorization forms as required by law.

A background check result of "CLEAR" is required for activation. The Company reserves the right to deactivate your account if subsequent background check information reveals disqualifying offenses.

3.5 Tax Documentation

You must complete and sign IRS Form W-9 before your first payout. You acknowledge that:

• You are responsible for paying all federal, state, and local taxes on your earnings
• The Company will report your earnings to the IRS on Form 1099-NEC if you earn $600 or more in a calendar year
• Your Social Security Number is collected solely for tax reporting purposes, encrypted (AES-256-GCM) in our systems, and only the last 4 digits are displayed

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 has no penalty, but your acceptance rate is tracked and may affect the frequency of future offers (higher acceptance rates receive priority in offer distribution).

4.4 Performing Deliveries

When you accept a delivery, you agree to:

• Navigate to the Merchant's location for pickup
• Verify the order with the Merchant
• Transport the order safely and promptly to the Customer's delivery address
• Upload a delivery confirmation photo as proof of delivery
• Handle the order with reasonable care (do not open sealed containers, maintain food temperature where 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 (Express account type) and maintain a valid bank account or debit card on file.

Weekly payouts aggregate all unpaid earnings from the prior week (Monday through Sunday). Instant cashouts transfer your available balance at the time of request, minus the $1.50 fee.

5.4 Deductions

The Company may deduct from your earnings:

• Instant cashout fees ($1.50 per cashout)
• Driver unassignment fees ($2.00 per unassignment after 2 per week)
• Amounts owed due to disputes, chargebacks, or adjustments

5.5 Tax Responsibility

You are solely responsible for reporting and paying all taxes on your earnings. The Company will provide Form 1099-NEC for earnings of $600 or more per calendar year.

6. Document Compliance

6.1 Ongoing Requirements

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

6.2 Expiration Monitoring

The Platform monitors your document expiration dates and sends alerts:

6.3 Automatic Suspension

If any required document expires, your account is automatically suspended. You will be unable to accept delivery offers until you upload a renewed document and it is approved by the Company. Expired auto insurance creates uninsured driving liability — no exceptions to this policy.

6.4 Reactivation

To reactivate after document-based suspension:

1. Upload the renewed document through the Driver app
2. Company reviews the document (target: within 24 hours)
3. Upon approval, your suspension is lifted and you may resume deliveries

7. Conduct and Safety

7.1 Professional Conduct

While performing deliveries, you agree to:

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

7.2 Prohibited Conduct

You agree not to:

• Open sealed food containers or tamper with orders
• Consume any portion of a Customer's order
• Contact Customers for purposes unrelated to the delivery
• Discriminate against any Customer or Merchant
• Carry passengers unrelated to the delivery while performing a delivery
• Use the Platform for any unlawful purpose
• Misrepresent 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.

7.4 Acceptance Rate

Your acceptance rate (deliveries accepted / deliveries offered) is tracked. While there is no minimum acceptance rate, Drivers with higher acceptance rates receive priority in delivery offer distribution.

8. Insurance

8.1 Your Insurance

You are required to maintain auto insurance that meets or exceeds the minimum coverage requirements of the state in which you operate. You represent that your insurance policy covers you while performing delivery services.

8.2 Company Insurance

[ATTORNEY TO COMPLETE: Specify whether the Company maintains any supplemental or contingent insurance coverage for Drivers during active deliveries. Consider state-specific TNC/delivery network company insurance requirements.]

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

9.1 Location Data

While you are online or performing a delivery, the Driver app collects your real-time GPS location. This data is used to:

• Match you with delivery opportunities based on proximity
• Provide Customers with delivery tracking
• Calculate delivery distances and fees
• Monitor for safety (dead-zone detection if no GPS update for 15 minutes)

Location data collection stops when you go offline. Location data from completed deliveries is retained for 90 days.

9.2 Personal Data

We collect and use your personal data as described in our Privacy Policy. This includes your driver's license information, insurance details, vehicle information, SSN (encrypted), W-9, background check results, earnings, and payout history.

9.3 Device Permissions

The Driver app requires the following device permissions:

• Location (always/background): Required for delivery tracking and dispatch
• Camera: Required for delivery proof photos and document uploads
• Push notifications: Required for delivery offers and alerts
• Internet: Required for app functionality

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
• Background check 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 check re-evaluation
• 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
• Your personal data will be retained as required by law and our Privacy Policy

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY'S TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL EARNINGS PAID TO YOU IN THE 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.

12. Indemnification

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
• Any claim by a third party related to your use of the Platform

13. Dispute Resolution

[ATTORNEY TO DRAFT:

• Binding arbitration clause
• Class action waiver
• Representative action waiver (PAGA considerations for California)
• Opt-out provision (30-day window)
• Small claims court exception
• Governing law and venue
• Consider state-specific enforceability issues with IC arbitration clauses]

14. Termination

14.1 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.

14.2 By the Company

The Company may terminate this Agreement at any time with or without cause by providing written notice (email to your registered email address).

14.3 Outstanding Payouts

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

15. Modifications

We may modify this Agreement by providing 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.

16. Miscellaneous

16.1 Entire Agreement

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

16.2 Severability

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

16.3 No Waiver

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

16.4 Assignment

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

16.5 Survival

Sections 2 (Independent Contractor Status), 5.5 (Tax Responsibility), 11 (Limitation of Liability), 12 (Indemnification), and 13 (Dispute Resolution) survive termination.

17. Contact

For questions about this Agreement:

AfricanComplex Holdings LLC [ADDRESS] [email protected] [PHONE]

18. Acknowledgment

By accepting this Agreement, you acknowledge and agree that:

• You are entering into this Agreement voluntarily as an independent contractor
• You have read and understand the terms of this Agreement
• You understand that you are not an employee of the Company and are not entitled to employee benefits
• You are responsible for your own taxes, insurance, vehicle maintenance, and business expenses
• You understand the document compliance requirements and automatic suspension policy
• You consent to the collection and use of your location data as described in this Agreement and the Privacy Policy
• You consent to a background check as described in Section 3.4

Driver Signature: ____________________________ Printed Name: ____________________________ Date: ____________________________