Theoc Drivers Independent Contractor / Provider Agreement

Version: 1 Effective date: October 30, 2026

This Independent Contractor / Provider Agreement (the "Agreement") is between Shadeka Lashana Theoc d/b/a Theoc Drivers ("Theoc," "we," "us") and you, the individual or business that offers towing, mobile car-wash or mechanic services through the Theoc Drivers app (the "Provider," "you"). It adds to the Terms of Service and Privacy Policy, which also apply to you. If this Agreement and the Terms conflict about your work as a Provider, this Agreement controls.

SECTION 17 REQUIRES INDIVIDUAL BINDING ARBITRATION AND WAIVES CLASS ACTIONS AND JURY TRIALS. YOU MAY OPT OUT WITHIN 30 DAYS (SECTION 17.4).

1. Theoc is a technology platform

Theoc provides software that lets Customers request services and lets you choose whether to accept them. Theoc does not provide towing, washing or repair services and is not a motor carrier, towing company or repair shop. Each service you perform is a contract directly between you and the Customer.

2. Independent contractor status

2.1 You are an independent contractor, not an employee, agent, partner or joint venturer of Theoc. You confirm and agree that:

• You control your own hours. You decide whether, when, where and for how long you go online. There is no minimum.
• You control your methods and tools. You decide how to perform each job and supply your own vehicle, tow equipment, tools, supplies, phone and fuel. Theoc does not train, supervise or direct your work.
• You may accept or decline any request without penalty, other than as described for cancellations.
• You may work for others, including competing apps, towing companies and your own customers, at any time.
• No benefits. You are not eligible for employee benefits, including health insurance, retirement plans, paid time off, unemployment or (unless you buy it) workers' compensation.
• Your own taxes. You are responsible for all federal, state and local taxes on your earnings, including self-employment tax. Theoc does not withhold taxes. Theoc will issue IRS Form 1099 (for example 1099-NEC or 1099-K) where the law requires, and you will give us a correct Form W-9.

2.2 Nothing in this Agreement gives Theoc the right to control the manner or means of your work. Theoc's standards (safety, legality, honesty) are results that the law and Customers require, not control over how you work.

3. Insurance

3.1 Required coverage. You must carry, at your own cost, at least the following insurance from insurers licensed in Florida:

Florida law may require more for your business (for example for wreckers under Ch. 715 or county towing ordinances). You must carry whichever is higher.

3.2 Additional insured. Where your insurer allows it, you will name "Shadeka Lashana Theoc d/b/a Theoc Drivers" as an additional insured on your liability policies.

3.3 Proof before going online. You must upload proof (carrier, policy number, expiration date and a photo of the insurance card or declarations page) and have it accepted before you go online. The app will not let you go online if your insurance is missing or expired.

3.4 Keep it current. You will keep all required coverage in force at all times while you are online or on a job, and upload renewed proof before the old policy expires.

3.5 Notice of lapse. You will notify Theoc in the app or at support@theocdrivers.com within 24 hours if any required policy is cancelled, lapses, is not renewed, or is reduced below the minimums, and you will stop going online until it is restored.

3.6 Theoc's insurance (if any) does not cover you, your vehicle or your work. Theoc's review of your documents does not mean the coverage is adequate.

4. Licenses and permits

4.1 You will hold and keep valid every license, registration and permit required for your work, including:

• a valid driver's license of the right class for your vehicle, and current vehicle registration;
• for towing: compliance with Chapter 715, Florida Statutes (including s. 715.07 rules on towing vehicles from private property), any county and municipal towing ordinances and licenses (including Broward County and any city where you work), required rate postings, storage-facility rules and USDOT/FMCSA registration where required;
• for mechanics and trades: any trade, occupational or business license (including local business tax receipts) and environmental permits (including rules on fluids and wash-water runoff).

4.2 License tracking. You will enter each license's number, issuing state, expiration date and a photo of its front in the app, and keep them current. Theoc may mark a license valid, expired, suspended, revoked or under review.

4.3 Duty to report within 24 hours. You will report to Theoc within 24 hours any suspension, revocation, cancellation or restriction of your driver's license or any required license or permit, and any arrest, charge or conviction for driving under the influence (DUI), reckless driving or any offense involving violence, theft or fraud.

4.4 Automatic deactivation. You agree that your account will be automatically blocked — you cannot go online or accept jobs — whenever any required license or insurance is expired, missing, or marked suspended or revoked, until you upload valid replacements and Theoc confirms them. The app checks expiration dates when it opens and before you go online, and warns you 30 and 7 days before an expiration.

5. Eligibility, screening and background checks

5.1 Consent. You authorize Theoc and any consumer reporting agency it uses to obtain criminal background reports and motor-vehicle-record (MVR / driving-record) reports about you, and, where Theoc requires it for your role, a drug test. You will sign the separate FCRA disclosure and authorization shown in the app. Checks happen before approval, at least once a year, and again after any serious complaint about safety or conduct.

5.2 Automatic disqualifiers. You are not eligible while any of these apply: a violent felony in the last 7–10 years, or any violent sexual offense; any sexual-offense conviction (especially involving minors or vulnerable adults); a DUI/DWI in the last 5 years; a felony fraud, theft or financial crime in the last 7 years; an active warrant, or probation or parole for a disqualifying offense; an invalid or suspended license; no proof of required insurance; a failed or refused drug test (when required); failing identity verification; giving false information; refusing this Agreement; or, for tow and mechanic roles, a vehicle that fails the safety checklist.

5.3 Manual review. Theoc reviews individually: a DUI 5–10 years ago with a clean record since; non-violent misdemeanors older than 3–5 years; multiple minor traffic violations; incomplete or inconsistent check results; new Providers with limited trade history; and customer complaints below the removal threshold.

5.4 Supervised status. Theoc may approve you as supervised: you can work, but with lower priority in matching, extra verification, a shorter review period ending on a set date, and possible limits on which services you may provide.

5.5 Self-disclosure. You will answer the screening questions truthfully. A "yes" to a disqualifying question places your account in "disqualified – pending admin confirmation"; it is not an automatic permanent ban. Theoc decides after reviewing the facts.

5.6 Your FCRA rights. If Theoc may decline or deactivate you based on a consumer report, Theoc will first send a pre-adverse action notice with a copy of the report and A Summary of Your Rights Under the Fair Credit Reporting Act; give you at least 5 business days to dispute or explain; and then, if it decides against you, send a final adverse action notice naming the reporting agency and explaining your right to a free copy of the report and to dispute it with the agency. Full criteria: Driver Eligibility & Screening.

6. Safety and anti-discrimination

6.1 You will perform services safely and lawfully, follow traffic laws, use proper equipment, secure vehicles correctly, never work while impaired by alcohol or drugs, and stop work if conditions are unsafe.

6.2 You will not discriminate against any Customer based on race, color, religion, national origin, sex, sexual orientation, gender identity, disability, age, marital status, language or any other protected characteristic, and will provide reasonable accommodation as the law requires (including service animals).

6.3 You will verify the vehicle before starting, document its condition, and do only work the Customer authorized.

7. Commission and payments

7.1 You set or agree the price of each job with the Customer in the app. Theoc charges a commission on each completed job, currently 10% of the job amount, adjustable between 10% and 15% on at least 14 days' notice.

7.2 Card jobs: Theoc's payment processor collects the payment, Theoc deducts the commission, and the rest is paid to you on the processor's schedule. Cash jobs: you collect the full amount, record it in the app, and owe Theoc the commission, which you will pay by the method and deadline shown in the app. Theoc may deduct owed commission from future payouts and may limit your access while a balance is past due.

7.3 A Customer's skip of you before work starts is not a cancellation fee event and no payment is owed by either side for it.

7.4 You are responsible for your expenses. Theoc does not reimburse fuel, tolls, equipment or repairs.

8. Non-solicitation of off-app payments

For any Customer you met through Theoc, you will not ask for or accept payment outside the app for a job requested in the app, or encourage a Customer to book future work with you outside the app to avoid the commission, for 12 months after the job. Every job, cash or card, must be recorded in the app with its true amount.

9. No authority to bind Theoc

You have no authority to make any promise, contract or statement on behalf of Theoc, and you will not hold yourself out as Theoc's employee or agent. You may use your own company name, which must be lawful and truthful.

10. Confidentiality and data

10.1 Customer names, phone numbers, locations, vehicle details and photos you receive are confidential. Use them only to perform the job, do not keep them longer than needed, do not contact Customers for unrelated purposes, and never sell or share them.

10.2 You will keep your login secure and will not let anyone else use your account. You consent to Theoc processing your information as described in the Privacy Policy, including your location while online, documents, ratings and reviews.

11. Indemnity and duty to defend

To the fullest extent the law allows, you will defend, indemnify and hold harmless Theoc and its owners, officers, employees and agents from and against all claims, demands, suits, losses, damages, fines, penalties, judgments, settlements, costs and expenses (including reasonable attorneys' and expert fees) arising out of or related to: (a) any service you perform or fail to perform; (b) damage to or loss of any vehicle or property; (c) bodily injury or death; (d) your vehicle or equipment; (e) your breach of this Agreement, the Terms or any law (including towing, licensing, tax, employment and environmental law); (f) any claim that you or your workers are employees of Theoc; and (g) your negligence or willful misconduct. Theoc may choose its own counsel, at your cost, and you will not settle a claim that affects Theoc without its written consent. This duty survives the end of this Agreement.

12. Assumption of risk

Roadside, towing and mechanical work is inherently dangerous. You voluntarily assume all risks of injury, death and property loss to you, your workers and your equipment from performing services, and release Theoc from those claims to the fullest extent the law allows.

13. Disclaimer and limitation of liability

Theoc does not guarantee any number of jobs or any income. The disclaimers and the limitation of liability in Sections 14 and 16 of the Terms apply to you.

14. Deactivation

14.1 Theoc may suspend or deactivate your account (a) automatically as described in Section 4.4; (b) for safety concerns, fraud, low ratings, discrimination, off-app payment solicitation, unpaid commission or breach of this Agreement; or (c) as the law requires. Where the law requires and it is safe, we will tell you why and give you a way to ask for review at support@theocdrivers.com.

14.2 You may stop using the Services and end this Agreement at any time by deleting your account. Sections 2, 3.5, 7 (for amounts owed), 8, 10, 11, 12, 13, 15–18 survive.

15. Term and changes

This Agreement starts when you sign it in the app and continues until ended. We may update it with at least 14 days' notice. Each version has a number; when a new version is published you must accept it before you can go online again.

16. Governing law and venue

This Agreement is governed by the Federal Arbitration Act and the laws of the State of Florida, without regard to conflict-of-laws rules. Subject to Section 17, any court action will be brought exclusively in the state courts in Broward County, Florida or the U.S. District Court for the Southern District of Florida.

17. Arbitration and class-action waiver

17.1 You and Theoc agree that any dispute arising out of or relating to this Agreement, your use of the Services, or your relationship with Theoc — including any claim that you are an employee — will be resolved by final and binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (or its Employment/Workplace Rules if the arbitrator finds they apply). Theoc will pay arbitration fees beyond the fee you would pay to file in court. Small-claims matters and claims that the law does not allow to be arbitrated are excluded.

17.2 CLASS, COLLECTIVE AND REPRESENTATIVE ACTION WAIVER. Claims may be brought only individually, not as a plaintiff or class member in any class, collective or representative proceeding. Both parties waive a jury trial. If this waiver is unenforceable for a claim, that claim proceeds in court and is stayed until the individual arbitration is finished.

17.3 Mass filings (25 or more similar demands) are administered in batches as described in Section 17.6 of the Terms.

17.4 30-day opt-out. You may opt out of this Section 17 by emailing support@theocdrivers.com within 30 days after you first sign this Agreement, with the subject "Provider Arbitration Opt-Out" and your name and account email or phone. Opting out has no other effect on your account.

18. General

• Severability. If any provision is found unenforceable, it will be enforced to the maximum extent allowed and the rest stays in effect.
• Entire agreement. This Agreement, the Terms and the Privacy Policy are the entire agreement about your work as a Provider.
• Assignment. You may not assign this Agreement. Theoc may assign it in a merger, acquisition or sale of assets.
• No waiver. Failure to enforce a provision is not a waiver.
• Notices. Theoc may give notice in the app or by email. You may give notice to 1227 NE 5th Terrace Unit 205, Fort Lauderdale, FL 33304-4948 or support@theocdrivers.com.
• English controls. This Agreement is written in English. Any translation is for convenience only; if there is a conflict, the English version controls. You confirm that you have read and understood it, or have had the chance to have it translated or explained.
• Electronic signature. By checking the box and typing your full legal name in the app, you sign this Agreement electronically under the federal E-SIGN Act and the Florida Electronic Signature Act (s. 668.004, Fla. Stat.), with the same effect as a handwritten signature. Theoc records the version, your typed name, and the date and time.

19. Contact

Shadeka Lashana Theoc d/b/a Theoc Drivers 1227 NE 5th Terrace Unit 205, Fort Lauderdale, FL 33304-4948 support@theocdrivers.com