Fleet Agreement

This Fleet Agreement (this “Agreement”) governs the enrollment of vehicles by a fleet operator (“you” or “your”) in the Stic fleet operated by Stic Solutions, Inc. (“Stic,” “we,” “us,” or “our”). By enrolling vehicles, creating a fleet account, applying to or participating in any campaign, accepting any Equipment, or otherwise indicating your acceptance through the Stic website, dashboard, or app, you agree to be bound by this Agreement and the Stic Terms of Service, which are incorporated by reference. To the extent of any conflict between this Agreement and the Terms of Service with respect to fleet participation, this Agreement controls.

1AGREEMENT TO THIS FLEET AGREEMENT

By enrolling vehicles in the Stic fleet, you acknowledge that you have read, understood, and agree to be bound by this Agreement and the incorporated Terms of Service and Privacy Policy. If you do not agree, do not enroll vehicles or participate in any campaign.

You represent and warrant that you are a business entity or individual with the full right, power, and authority to enter into this Agreement and to bind the entity on whose behalf you enroll, and that you are not prohibited from participating under applicable law.

2FLEET OPERATOR ELIGIBILITY AND ENROLLMENT

To enroll a fleet, you represent, warrant, and covenant that:

1. you own, lease, or lawfully manage each enrolled vehicle, or have all rights and permissions necessary to enroll that vehicle and to authorize the display of Equipment on it;
2. all information you provide to us, including entity identity, vehicle, driver, insurance, and payout information, is true, complete, current, and not misleading;
3. you will maintain all licenses, permits, registrations, and insurance required by law and any additional coverage reasonably required for participation;
4. you will keep each enrolled vehicle properly registered, roadworthy, and maintained in safe operating condition; and
5. you will promptly notify us of any material change to your fleet, enrolled vehicles, coverage, or eligibility.

We reserve the right to approve, reject, suspend, or remove any fleet operator, vehicle, or driver from the fleet or a campaign in our sole discretion, subject to applicable law.

3VEHICLE ENROLLMENT

You may enroll vehicles through the Stic dashboard or as otherwise directed. Each enrolled vehicle must satisfy the requirements set out in Section 2 and any campaign-specific requirements communicated through the dashboard, app, or campaign materials, which may include vehicle make, model, year, condition, cleanliness, and approved geography requirements.

You must keep each enrolled vehicle properly registered, insured, and roadworthy for the entire term of enrollment, and you must promptly notify us of any material change to an enrolled vehicle, including sale, transfer, accident damage, or extended unavailability. You are responsible for the accuracy and completeness of all vehicle and driver information you submit.

4DRIVER AUTHORIZATION AND COMPLIANCE

Vehicles enrolled under this Agreement may be operated by drivers you designate (each a “Fleet Driver”). You represent and warrant that:

1. each Fleet Driver is authorized by you to operate the applicable enrolled vehicle;
2. each Fleet Driver possesses a valid driver’s license and is legally authorized to operate the applicable vehicle;
3. you have provided each Fleet Driver with any applicable notices and obtained any required consents in connection with their participation; and
4. each Fleet Driver will comply with the Stic Driver Fleet Agreement and all campaign instructions and requirements.

You are responsible for the acts and omissions of your Fleet Drivers to the same extent as if they were your own, including compliance with this Agreement, the Driver Fleet Agreement, and applicable law. You will promptly notify us of any change to a Fleet Driver’s authorization, license status, or eligibility.

5EQUIPMENT

5.1Title and Ownership

All stickers, decals, wraps, QR codes, GPS-enabled tools, and other advertising materials or related devices that we provide or authorize (collectively, “Equipment”) remain the property of Stic and/or its licensors, advertisers, or partners unless expressly stated otherwise in writing. You receive only a limited, revocable right to use the Equipment in accordance with this Agreement and campaign instructions.

5.2Risk of Loss and Care

From the time Equipment is delivered until it is returned or disposed of as instructed, you are responsible for exercising reasonable care in using, storing, protecting, and maintaining it, and for ensuring your Fleet Drivers do the same. You and your Fleet Drivers agree not to copy or reproduce Equipment; modify or reverse engineer any hardware; remove or alter QR codes, branding, or identifiers; use Equipment for any unauthorized purpose; or allow any third party to use or control the Equipment without our written consent.

5.3Placement and Removal

You must install and remove Equipment only as instructed. Improper placement, partial display, obstruction, or failure to remove Equipment when required may result in reduced or forfeited compensation; campaign disqualification; charges for replacement, removal, or remediation to the extent permitted by law; and/or suspension or termination from the fleet.

5.4Damage, Loss, and Charges

If Equipment is lost, materially damaged beyond ordinary wear and tear, or not returned when required, we may charge you reasonable replacement, cleaning, or recovery costs or offset such amounts against compensation to the extent permitted by law and any applicable campaign terms.

5.5No Warranty

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EQUIPMENT IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

6CAMPAIGN PARTICIPATION

6.1Campaign Opportunities

From time to time, Stic may make available opportunities for enrolled fleets to participate in advertising campaigns for third-party advertisers, brands, agencies, or Stic’s own promotional efforts. Campaigns may include vehicle stickers, decals, or wraps; GPS-enabled or app-connected tools; location-based or mileage-based participation requirements; impression-based, route-based, duration-based, or other metrics; brand-specific display instructions; and start/end dates, territories, minimum participation thresholds, or other requirements.

6.2No Guarantee of Opportunities or Earnings

STIC DOES NOT GUARANTEE THAT ANY FLEET OR VEHICLE WILL RECEIVE ANY CAMPAIGN OFFER, BE SELECTED FOR ANY CAMPAIGN, EARN ANY PARTICULAR AMOUNT, DRIVE ANY PARTICULAR NUMBER OF MILES, OR RECEIVE ANY MINIMUM NUMBER OF CAMPAIGN OPPORTUNITIES. Any earnings examples, mileage ranges, rates, or payment timing statements are illustrative only unless expressly stated otherwise in a specific campaign agreement or in-app offer.

6.3Campaign Terms Control

Specific campaign details, including compensation structure, payout timing, requirements, duration, approved geography, and Equipment instructions, may be provided through the dashboard, app, email, SMS, or other campaign materials. If there is a conflict between this Agreement and a specific written campaign term presented to you by Stic, the specific campaign term will control for that campaign only.

7COMPENSATION AND PAYMENTS

7.1Compensation Terms

If you are eligible for compensation, the amount, method, and timing of compensation will be determined by this Agreement, the applicable campaign terms, dashboard information, payout thresholds, verification requirements, and fraud controls, and your compliance with this Agreement and campaign requirements. Compensation may be based on mileage, time, location, display compliance, campaign completion, validation rules, or other metrics identified by Stic.

7.2No Guaranteed Earnings

Any examples of rates, earnings, payouts, impressions, or performance are estimates or illustrative statements only unless expressly identified as guaranteed in a written campaign term. Actual compensation may vary.

7.3Conditions to Payment

Stic may withhold, adjust, delay, deny, reverse, or recoup compensation to the extent reasonably necessary to investigate suspected fraud or misuse; verify campaign compliance; address duplicate, erroneous, or invalid mileage/activity data; account for chargebacks, reversals, or nonpayment by an advertiser where permitted by applicable campaign terms; comply with law; enforce this Agreement; or protect the integrity of the Services.

7.4Payment Processor and Payment Account

Payments and payouts are processed by third-party payment processor(s), currently Stripe. To receive payouts, you must provide accurate and complete information required by Stripe and/or us, which may include entity name, bank account information, taxpayer information, and any verification information required by law or by Stripe. You represent and warrant that the payout account information you provide is accurate, that you are authorized to use the designated payout account, and that you will promptly update any changes. Stic is not responsible for payment failures or delays caused by inaccurate payout details, banking issues, failed verification, Stripe requirements, or suspected fraud.

7.5Taxes

You are solely responsible for all taxes related to compensation paid to you. We may issue tax forms as required by law.

8INDEPENDENT CONTRACTOR RELATIONSHIP

8.1Independent Contractor Status

You acknowledge and agree that you are acting solely as an independent contractor and not as an employee, agent, joint venturer, franchisee, partner, or representative of Stic. Nothing in this Agreement is intended to create, and nothing shall be construed as creating, any employment, agency, partnership, or joint venture relationship between you and Stic, or between Stic and any of your Fleet Drivers or other personnel.

8.2No Authority to Bind Stic

You have no authority to bind Stic, enter into agreements on Stic’s behalf, make representations on Stic’s behalf, or incur obligations in Stic’s name.

8.3Control of Work

Except for campaign requirements, legal compliance requirements, and platform rules, you and your Fleet Drivers retain sole discretion over whether, when, where, and how vehicles are driven and whether to accept campaign opportunities. Stic does not control the manner or means by which you or your Fleet Drivers operate vehicles, except as necessary to administer campaigns, protect brand integrity, maintain safety, enforce platform standards, and comply with law.

8.4Taxes and Benefits

You are solely responsible for all federal, state, and local taxes; information reporting obligations; and all obligations to your Fleet Drivers and other personnel, including wages, withholding, workers’ compensation, unemployment insurance, and benefits. You are not entitled to any wages, overtime, employee benefits, or reimbursement rights applicable only to employees from Stic unless otherwise required by non-waivable law.

8.5No Exclusivity

This Agreement does not create an exclusive relationship. Subject to campaign rules and applicable law, you may engage in other work or activities, provided they do not conflict with your obligations under this Agreement.

9PROHIBITED CONDUCT

You agree not to, and not to permit your Fleet Drivers or others to:

1. violate any applicable law, regulation, or third-party right;
2. use the Services or Equipment for any unlawful, fraudulent, deceptive, abusive, defamatory, or harmful purpose;
3. tamper with, damage, obscure, reposition, alter, or misuse Equipment;
4. falsify mileage, location, identity, account, payout, vehicle, or campaign information;
5. manipulate the app, GPS, device settings, geolocation, route data, telemetry, or campaign metrics;
6. use bots, scripts, scraping tools, or other automated means to access or interact with the Services without our written consent;
7. probe, scan, test, or breach the security of the Services;
8. interfere with the operation of the Services or the experience of other users;
9. impersonate any person or entity or misrepresent your affiliation;
10. enroll vehicles or drivers without authorization or in violation of applicable law;
11. use the Services or Equipment in a manner that could harm Stic’s reputation, an advertiser’s reputation, or public safety; or
12. encourage or assist any third party to do any of the foregoing.

We may investigate and take any action we deem appropriate regarding suspected violations, including suspension, termination, withholding of payouts, legal action, or referral to law enforcement.

10TERM AND TERMINATION

This Agreement begins when you enroll a fleet and continues until terminated as provided in this Section 10. We may suspend or terminate your enrollment, your access to the Services, your account, your campaign participation, or your use of Equipment at any time, with or without notice, if you violate this Agreement; we suspect fraud, abuse, unsafe conduct, or unlawful activity; you fail to meet campaign requirements; required information cannot be verified; required insurance, licensing, or eligibility lapses; or we discontinue the Services, the fleet, or a campaign.

You may stop participating at any time and may request account closure by contacting us at legal@drivestic.com. Upon termination, you must remove and return or dispose of all Equipment as instructed.

Termination does not affect accrued rights or obligations, including payment rights and recoupment rights, and sections that by their nature should survive will survive, including sections relating to payment, independent contractor status, intellectual property, disclaimers, limitation of liability, indemnity, dispute resolution, and general provisions.

11DISCLAIMERS; LIMITATION OF LIABILITY; INDEMNITY

11.1Service Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND EQUIPMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. STIC DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. We do not warrant that the Services will be uninterrupted, secure, or error-free; that any campaign will be available or continue for any period; that any data, mileage, analytics, or geolocation will be accurate or complete; that any earnings, impressions, or advertiser demand will meet expectations; or that the Services will be compatible with every device, vehicle, or operating environment.

11.2Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER STIC NOR ITS AFFILIATES, SERVICE PROVIDERS, LICENSORS, ADVERTISERS, OR PARTNERS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR USE, ARISING OUT OF OR RELATED TO THE SERVICES, EQUIPMENT, CAMPAIGNS, OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, STIC’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (i) THE TOTAL AMOUNT PAID BY STIC TO YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (ii) ONE HUNDRED U.S. DOLLARS ($100). Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

11.3Indemnity

You will defend, indemnify, and hold harmless Stic and its affiliates, officers, directors, employees, agents, contractors, licensors, advertisers, and partners from and against any claims, demands, disputes, liabilities, damages, losses, judgments, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to your enrollment or use of the Services or Equipment; your vehicles or your Fleet Drivers’ driving activities or vehicle operation; your violation of this Agreement, the Driver Fleet Agreement, or applicable law; your fraud, negligence, willful misconduct, or misrepresentation; any dispute between you and a third party, including vehicle owners, passengers, insurers, lienholders, Fleet Drivers, or governmental authorities; or taxes, withholding, benefits, or employment-related obligations asserted in connection with compensation paid to you or your Fleet Drivers.

12DISPUTE RESOLUTION; ARBITRATION AGREEMENT; CLASS ACTION WAIVER

12.1Agreement to Arbitrate

You and Stic agree that any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, Equipment, your account, campaign participation, compensation, privacy, data practices, advertising, or the breach, termination, enforcement, interpretation, or validity of this Agreement (collectively, “Disputes”) shall be resolved by binding individual arbitration, except for claims that qualify for small claims court; claims seeking to enforce or protect intellectual property rights or confidential information; and claims that cannot lawfully be required to be arbitrated. This arbitration agreement is governed by the Federal Arbitration Act (“FAA”).

12.2Informal Dispute Resolution

Before initiating arbitration, the party seeking relief must send a written notice of dispute describing the claim and requested relief to legal@drivestic.com or 3415 S. Sepulveda Boulevard, Los Angeles, California 90034. The parties agree to attempt in good faith to resolve the Dispute informally for at least 30 days before filing arbitration, unless doing so would be futile or a claim requires immediate equitable relief.

12.3Arbitration Rules, Location, and Authority

Arbitration shall be administered by the American Arbitration Association (“AAA”) under its applicable rules then in effect, except as modified by this Agreement. AAA rules and filing information are available at www.adr.org. If an in-person hearing is required, it will take place in the county where you reside or have your principal place of business, or another mutually agreed location, unless the arbitrator determines a remote hearing is appropriate. The arbitrator, and not any court or agency, shall have exclusive authority to resolve disputes relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, except that a court may determine the enforceability of the class action waiver in Section 12.4 and any issues expressly reserved for a court under applicable law.

12.4Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND STIC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, MASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. The arbitrator may not consolidate claims of more than one person and may not preside over any form of representative or class proceeding except to the extent required by non-waivable law.

12.5Jury Trial Waiver and Fees

To the maximum extent permitted by law, you and Stic waive any constitutional or statutory right to sue in court and have a trial before a judge or jury for Disputes covered by this Section 12. Payment of arbitration fees will be governed by the applicable AAA rules and law. Each party will bear its own attorneys’ fees and costs except where the arbitrator awards fees or costs under applicable law or this Agreement.

12.6Opt-Out Right

You may opt out of this arbitration agreement by sending written notice to legal@drivestic.com within 30 days after first accepting this Agreement. Your notice must include your full name, email address, phone number, and a clear statement that you wish to opt out of arbitration. Opting out of arbitration will not affect any other part of this Agreement.

12.7Survival

This Section 12 survives termination of this Agreement and your relationship with Stic.

13GOVERNING LAW

Except to the extent preempted by the FAA or otherwise required by applicable law, this Agreement is governed by the laws of the State of California, without regard to conflict of laws principles. If a Dispute is not subject to arbitration, the state or federal courts located in Los Angeles County, California shall have exclusive jurisdiction, and each party consents to such jurisdiction and venue.

14GENERAL TERMS

14.1Entire Agreement

This Agreement, together with the Terms of Service, the Privacy Policy, the Driver Fleet Agreement, and any incorporated campaign terms, constitutes the entire agreement between you and Stic regarding the fleet and supersedes prior agreements or understandings on the same subject matter.

14.2Severability

If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full force and effect, except as otherwise stated in Section 12.

14.3No Waiver

Any failure by Stic to enforce any provision of this Agreement is not a waiver of future enforcement of that or any other provision.

14.4Assignment

You may not assign or transfer this Agreement or any rights or obligations under it without our prior written consent. We may assign this Agreement freely, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.

14.5Force Majeure

We are not liable for any delay or failure to perform resulting from causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, internet or telecommunications failures, power outages, platform outages, or service provider failures.

14.6Interpretation

Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.”

15NOTICES AND CONTACT INFORMATION

Notices from you to Stic must be sent to:

• Email: legal@drivestic.com
• Phone: (949) 418-2113
• Mail: 3415 S. Sepulveda Boulevard, Los Angeles, California 90034

We may provide notices to you by email, dashboard notification, text message, or posting through the Services, using the contact information associated with your account. If you have questions about this Agreement, contact us at the addresses above.