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DRIVER TERMS

INDEPENDENT CONTRACTOR AGREEMENT

This agreement (this “Agreement”) sets forth the terms and conditions whereby you agree to provide those certain services described on Schedule 1 to Kidault Kar LLC (the “Company”), with offices located at 42 West Street, Brooklyn, NY, a New York limited liability company. Schedule 1 to this Agreement will be separately delivered to you on or around the date of this Agreement via email but will constitute and be considered part of this Agreement for all purposes hereunder.

SERVICES.
The Company hereby engages you, and you hereby accept such engagement, as an independent contractor to provide the services set forth on Schedule 1 (the “Services”) to the Company on the terms and conditions set forth in this Agreement.
The Company shall not control the manner or means by which you perform the Services, including but not limited to the time and place you perform the Services.
Unless otherwise set forth in Schedule 1, you shall furnish, at your own expense, all equipment, supplies, and other materials necessary or appropriate to perform the Services.
To the extent you perform any Services on the Company’s premises or using the Company’s equipment, you shall comply with all applicable policies of the Company relating to business and office conduct, health and safety and use of the Company’s facilities, supplies, information technology, equipment, networks and other resources.
TERM. The term of this Agreement shall commence as of the date set forth above and shall continue until terminated in accordance with Section 9 (the “Term”).
FEES AND EXPENSES.
As full compensation for the Services and the rights granted to the Company in this Agreement, the Company shall pay you a fee set forth on Schedule 1 (the “Fees”), payable on completion of the Services to the Company’s satisfaction. You acknowledge that you will receive an IRS Form 1099-MISC from the Company, and that you shall be solely responsible for all federal, state, and local taxes, as set out in Section 4.2.
You are solely responsible for any travel or other costs or expenses incurred by you in connection with the performance of the Services, and in no event shall the Company reimburse you for any such costs or expenses.
The Company shall pay all undisputed Fees during the Term on a weekly basis, paid each WEDNESDAY for all Services provided during the preceding week, following the Company’s receipt of confirmation of satisfactory completion of Services and in accordance with the payment schedule set forth in Schedule 1.
RELATIONSHIP OF THE PARTIES.
You are an independent contractor of the Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between you and the Company for any purpose. You have no authority (and shall not hold yourself out as having authority) to bind the Company and you shall not make any agreements or representations on the Company’s behalf without the Company’s prior written consent.
Without limiting Section 4.1, you will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing, or retirement benefits, or any other fringe benefits or benefit plans offered by the Company to its employees, and the Company will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining worker’s compensation insurance on your behalf. You shall be responsible for, and shall indemnify the Company against, all such taxes or contributions, including penalties and interest. Any persons employed or engaged by you in connection with the performance of the Services shall be your employees or contractors and you shall be fully responsible for them and indemnify the Company against any claims made by or on behalf of any such employee or contractor.
CONFIDENTIALITY.
You acknowledge that you will have access to information that is treated as confidential and proprietary by the Company, including, without limitation, the existence and terms of this Agreement, trade secrets, technology, information pertaining to business operations and strategies, customers, pricing, marketing, finances, sourcing, personnel, and operations of the Company, its affiliates or their suppliers or customers, in each case whether spoken, written, printed, electronic or in any other form or medium (collectively, the “Confidential Information”). Any Confidential Information that you develop in connection with the Services shall be subject to the terms and conditions of this clause. You agree to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of the Company in each instance, and not to use any Confidential Information for any purpose except as required in the performance of the Services. You shall notify the Company immediately in the event you become aware of any loss or disclosure of any Confidential Information.
Confidential Information shall not include information that:
is or becomes generally available to the public other than through your breach of this Agreement; or
is communicated to you by a third party that had no confidentiality obligations with respect to such information.
Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. You agree to provide written notice of any such order to an authorized officer of the Company within five days of receiving such order, but in any event sufficiently in advance of making any disclosure to permit the Company to contest the order or seek confidentiality protections, as determined in the Company’s sole discretion.
REPRESENTATIONS AND WARRANTIES.
You represent and warrant to the Company that:
you have the right to enter into this Agreement, to grant the rights granted herein and to perform fully all of your obligations in this Agreement;
your entering into this Agreement with the Company and your performance of the Services do not and will not conflict with or result in any breach or default under any other agreement to which you are subject;
you have the required skill, experience, and qualifications to perform the Services, you shall perform the Services in a professional and workmanlike manner in accordance with best industry standards for similar services and you shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner;
you shall perform the Services in compliance with all applicable federal, state and local laws, rules, guidelines and regulations;
you maintain, and have maintained, at all times during the past ten years, a valid New York State driver’s license;
you are licensed and your vehicle is licensed by the New York Taxi & Limousine Commission (TLC), and you maintain, and at all times you are performing the Services you will maintain, a TLC for-hire Vehicle Permit, and you will provide a copy of such Vehicle Permit at the Company’s request;
you have no, and have never had a sex offender record and will provide your official name in order to verify;
you maintain, and at all times you are performing the Services you will maintain, commercial automobile insurance that meets or exceeds New York state-required limits and will provide a Commercial Certificate of Liability Insurance of your maintenance of Commercial FH-1 Insurance;
you maintain, and at all times you are performing the Services you will maintain, Commercial Vehicle Registration for the vehicle that will be used to perform the Services;
you will maintain the vehicle used to perform the Services with all applicable laws;
you are at least twenty-four years of age;
you will promptly notify the Company of any collisions; and
you will promptly notify the Company of any tickets for moving violations.
You consent to ongoing Department of Motor Vehicles (DMV) checks of your driving record, from time to time, so that the Company can verify the foregoing.
VIDEO RECORDING.
You consent to the recording of video in connection with the Services. You shall not record video or oral communication of any person without having such person’s permission to do so. Please refer to Kidault Kar’s user privacy statement, located at [http://www.kidault.com/privacy] for important information regarding recording audio or video.
“Video-Related Services” consists of the following: (i) real-time access to video and audio via the Application (“Real-Time Services”) and (ii) storage and retrieval through the Application of recorded video and audio stored on our servers, which storage shall be limited and subject to change at the discretion of Kidault Kar (“Recorded Services”). These Video-Related Services are provided for your protection and the protection of Kidault Kar. You and Kidault Kar will have access to Real-Time Services via the Application throughout the duration of any transportation scheduled pursuant to the Services. Kidault Kar will have access to Recorded Services for a period of [six months], which period shall be subject to change at the discretion of Kidault Kar, in the event of litigation.
Recording video or audio may be unlawful or violate an individual’s rights, including privacy rights. You shall not use any of the Video-Related Services, or permit the use of any of the Video-Related Services, for any unlawful purpose.
INDEMNIFICATION.
You shall defend, indemnify and hold harmless the Company and its affiliates and their officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from:
bodily injury, harm or death of any person, or damage to real or tangible, personal property resulting from your acts or omissions in connection with performing the Services; and
your breach of any representation, warranty, or obligation under this Agreement.
The Company may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to you.
INSURANCE. During the Term, you shall maintain in force adequate forms of insurance of the type referenced in Section 6.1(h), in each case with insurers reasonably acceptable to the Company, with policy limits sufficient to protect and indemnify the Company and its affiliates, and each of their officers, directors, agents, employees, subsidiaries, partners, members, controlling persons, and successors and assigns, from any losses resulting from your conduct, acts, or omissions or the conduct, acts, or omissions of your agents, contractors, servants, or employees.
TERMINATION.
You or the Company may terminate this Agreement without cause upon twenty-four hours written notice to the other party to this Agreement. In the event of termination pursuant to this clause, the Company shall pay you on a pro-rata basis any Fees then due and payable for any Services completed up to but excluding the date of such termination.
You or the Company may terminate this Agreement, effective immediately upon written notice to the other party to this Agreement if the other party breaches this Agreement. The Company shall not be responsible for any owed Fees in connection with your material breach.
Upon termination of this Agreement for any reason, you shall, prior to the next scheduled weekly payment date after such termination:
deliver to the Company all tangible documents and materials (and any copies) containing, reflecting, incorporating or based on the Confidential Information;
permanently erase all of the Confidential Information from your computer systems or mobile devices;
certify in writing to the Company that you have complied with the requirements of this clause; and
return any equipment, tools, or materials provided to you by the Company under this Agreement.
The terms and conditions of this clause and Section 4, Section 5, Section 6, Section 7, Section 11, Section 14, and Section 15 shall survive the expiration or termination of this Agreement.
OTHER BUSINESS ACTIVITIES. You may be engaged or employed in any other business, trade, profession, or other activity that does not interfere with the Services; provided, that, during the Term, you shall not display any other logos or identifying marks on your person or vehicle while providing Services or preparing to provide Services. Further, you agree that any equipment (including child car seats) provided by the Company shall not be used in connection with any other business, trade, profession, or other activity.
CANCELLATIONS. You must provide the Company at least two hours notice in advance of cancelling any scheduled Services.
NON-SOLICITATION. You agree that during the Term of this Agreement and for a period of twelve months following the termination or expiration of this Agreement, you shall not make any solicitation of the Company’s clients or to employ the Company’s personnel or other independent contractors without written consent of the Company.
ASSIGNMENT. You shall not assign any rights, or delegate or subcontract any obligations, under this Agreement without the Company’s prior written consent. Any assignment in violation of the foregoing shall be deemed null and void. The Company may freely assign its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on, and be enforceable against each of the parties hereto and their respective successors and assigns.
MISCELLANEOUS.
You shall not export, directly or indirectly, any technical data acquired from the Company, or any products utilizing any such data, to any country in violation of any applicable export laws or regulations.
All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), facsimile, (with confirmation of transmission), email or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving party has received the Notice and (b) the party giving the Notice has complied with the requirements of this Section.
This Agreement, together with any schedules, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance.
This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in the Southern District of New York in any legal suit, action, or proceeding arising out of or based upon this Agreement or the Services provided hereunder.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

SCHEDULE 1

1. SERVICES: the successful completion by you of the pickup and drop off of a client of the Company at the client’s chosen destination. A log of Services shall be stored and reflected by you by closing out each driving service (when completed) on your mobile device in accordance with Company procedures.

2. FEES: The Fees will be calculated based on the fare (determined by the estimated time and distance of a trip, but excluding taxes) paid by the client for the Services completed less (a) the Company’s processing fee, at the applicable rate then in effect; and (b) 30% of the fare retained by the Company as compensation for its services at the applicable rate then in effect. This Fee will be calculated based on the total of (a) the base fare, (b) the waiting time charges, (c) the charges for stops, and (d) any miscellaneous other charges to the Company’s client, less any amount the Company shall agree with the client to deduct by reason of dissatisfaction with the driving Services.

3. PAYMENT SCHEDULE: The Company shall pay all undisputed Fees during the Term on a weekly basis, paid each Wednesday for all Services provided during the preceding week, following the Company’s receipt of confirmation of satisfactory completion of Services through use of the Kidault Kar mobile app.

4. EQUIPMENT, TOOLS, OR MATERIALS PROVIDED BY COMPANY: the Company shall provide you with necessary child car seats to meet state law in order to perform the Services. Upon receipt of such child car seats you will be required you to pay a deposit to the Company in the amount of $100 per child seat and the Company will not comingle these funds with Company funds. This deposit will be returned on the next scheduled weekly payment date following the last day your completion of the Services or upon the termination of this Agreement, provided that any equipment returned is in satisfactory condition to the Company. At the Company’s discretion and decided on the date of this Agreement, such deposit may be paid by you upfront and before you perform any Services or deducted from your first payment for your completion of Services. In addition, any equipment provided by the Company shall be used only in connection with your performance of the Services and are not to be used in any other business, trade, profession, or other activity.

5. TOLLS, EQUIPMENT, TOOLS, OR MATERIALS PROVIDED BY YOU: in accordance with the terms of this Agreement, you are solely responsible for all expenses incurred, including but not limited to: (a) the maintenance and operation of the automobile used to perform the Services for the Company, which such automobile shall be leased by or owned by you at your own expense; (b) maintaining adequate liability insurance; (c) maintaining valid decals and licenses required by applicable law; (d) maintaining workers’ compensation insurance for yourself to the extent required by applicable law; and (e) any and all permits, fees, licenses, taxes, and other expenses of any kind or nature related to the performance of the Services for Company. The Company shall reimburse you in the same way as other payments are processed under this Agreement for parking and toll charges reasonably incurred by you in connection with each job completed, subject to and in accordance with applicable law (including those regarding rates) and the Company’s prevailing policies in effect during the Term of this Agreement, provided that you comply with the Company’s prevailing policies for the reimbursement of such items. The Company expects that its clients will bear the cost of such tolls, parking, and reasonable fees related to you waiting for pickups and will reimburse those expenses in accordance with the immediately preceding sentence. Such costs paid by the client will be calculated depending on the location and may differ for airport pickups.