INDEPENDENT CONTRACTOR & SERVICE PROVIDER AGREEMENT
Between EDZ Solutions (d/b/a SelfTow) — "The Company" and the undersigned Service Provider — "The Provider"
1. Scope of Services & Independent Contractor Status
1.1 Brokerage and Technology Platform Only
The Provider explicitly acknowledges and agrees that the Company is a technology platform and dispatch broker only. The Company does not own, lease, operate, or maintain tow trucks, commercial motor vehicles, or vehicle storage lots. The Company does not perform towing or roadside services.
1.2 Independent Contractor Relationship
The relationship between the parties is solely that of independent contracting businesses. Nothing in this Agreement shall be construed to create an employer-employee relationship, a partnership, a joint venture, or a principal-agent relationship between the Company and the Provider (or any of the Provider's drivers, employees, or subcontractors).
1.3 Right of Refusal
The Provider retains absolute discretion to accept or reject any dispatch or service request forwarded by the Company.
1.4 Method of Performance
The Provider shall have sole control over the manner, means, routing, and methods used to perform any accepted towing or roadside services. The Company shall not supervise, direct, or control the Provider's personnel or equipment.
2. Provider Representations, Warranties, and Licensing
The Provider represents, warrants, and covenants to the Company that at all times during the term of this Agreement:
2.1 Lawful Operation
The Provider holds, maintains, and is in good standing with all necessary federal, state, county, and municipal licenses, permits, operating authorities (including USDOT numbers and state motor carrier permits), and registrations required to legally perform consensual towing services in their areas of operation.
2.2 Equipment Safety
All tow trucks, flatbeds, tools, and equipment utilized by the Provider are safe, properly maintained, and compliant with all applicable state and federal Department of Transportation safety regulations.
2.3 Qualified Personnel
All individuals dispatched by the Provider to perform services possess valid commercial driver's licenses (where applicable), have clean driving records, have undergone appropriate background screening, and are fully trained and qualified to handle automotive towing and recovery.
3. Absolute Exclusion and Limitation of Liability
3.1 Sole Liability for Performance
The Provider assumes full, exclusive, and absolute liability for the execution, performance, and completion of all towing and roadside services accepted through the Company's platform.
3.2 Disclaimer of Warranties by Company
The Company provides its platform and dispatch services on an "as-is" and "as-available" basis. The Company makes no representations or warranties regarding the condition, conduct, safety, or identity of any consumers dispatched to the Provider.
3.3 No Vicarious Liability
In no event shall the Company (EDZ Solutions), its officers, directors, employees, or agents be liable to the Provider, the consumer, or any third party for any direct, indirect, incidental, special, punitive, or consequential damages arising out of, or resulting from, the physical acts, omissions, errors, delays, or misconduct of the Provider during the execution of a tow.
4. Indemnification
4.1 Duty to Indemnify
To the fullest extent permitted by applicable law, the Provider agrees to defend, indemnify, and hold harmless the Company (EDZ Solutions), its affiliates, officers, directors, employees, and agents from and against any and all claims, demands, lawsuits, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of, connected with, or resulting from:
(a) Any bodily injury, personal injury, death, or tangible property damage (including damage to the customer's vehicle or its contents) caused by the acts, omissions, negligence, or willful misconduct of the Provider or its employees, drivers, or subcontractors.
(b) Any breach of a representation, warranty, or covenant made by the Provider in this Agreement.
(c) Any violation of federal, state, or local laws, ordinances, or regulations by the Provider.
4.2 Defense of Claims
The Company reserves the right, at its own option, to assume the exclusive defense and control of any matter subject to indemnification by the Provider, and the Provider shall fully cooperate with the Company in asserting any available defenses and shall reimburse the Company for all defense costs incurred.
5. Mandatory Insurance Requirements
The Provider shall, at its own sole expense, maintain in full force and effect during the entire term of this Agreement commercial insurance policies issued by insurers holding an A.M. Best rating of A- VII or better, containing coverage types and minimum limits as follows:
5.1 Commercial Auto Liability
Minimum of $1,000,000 combined single limit for bodily injury and property damage, covering all owned, leased, hired, and non-owned vehicles used in performance of the services.
5.2 Garagekeepers Liability
Minimum of $100,000 per occurrence, protecting customers' vehicles while in the care, custody, or control of the Provider.
5.3 On-Hook / Cargo Insurance
Minimum of $100,000 per occurrence, covering physical damage to the customer's vehicle while being loaded, towed, or unloaded by the Provider.
5.4 Workers' Compensation
Statutory limits as required by the state(s) of operation, including Employer's Liability.
5.5 Additional Insured Endorsement
The Provider shall cause its insurance broker to issue a Certificate of Insurance (COI) naming EDZ Solutions as an Additional Insured and Loss Payee (on cargo/on-hook policies). The Provider's policies shall be primary and non-contributory to any insurance maintained by the Company.
6. Financial Terms & Payment Processing
6.1 Merchant of Record
The Provider acknowledges that the Company acts as the payment collector and Merchant of Record via its digital gateway (Stripe). The customer pays the Company directly.
6.2 Split Payouts / Disbursements
The Company shall disburse to the Provider the mutually agreed-upon flat rate or itemized fee quoted for the specific job, minus any agreed platform fees or broker commissions, within the timeframe established in the platform's payment schedule.
6.3 Tax Reporting (1099-NEC)
The Provider operates as an independent business and is solely responsible for its own federal, state, and local taxes. The Company will issue an IRS Form 1099-NEC annually to the Provider for all payouts exceeding $600 in a calendar year.
7. Governing Law & Dispute Resolution
7.1 Governing Law
This Agreement, and all claims or causes of action arising out of it, shall be governed by, construed, and enforced in accordance with the laws of the State of Wyoming, without giving effect to its conflict of laws principles.
7.2 Binding Arbitration
Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The place of arbitration shall be determined by the Company, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
8. Miscellaneous
8.1 Term and Termination
This Agreement shall continue until terminated by either party upon written notice or upon the Provider being deactivated or removed from the Company's digital network.
8.2 Entire Agreement
This Agreement constitutes the entire understanding between the parties regarding the subject matter hereof and supersedes all prior agreements, oral or written.
8.3 Electronic Signatures & Click-Wrap Acceptance
The parties agree that electronic acceptance, clicking "Accept" or "I Agree" within the platform onboarding interface, or executing this document digitally shall have the same legal force and effect as a physical handwritten signature.