Independent Transportation Partner Agreement

1. Parties and Purpose

This Independent Transportation Partner Agreement (Agreement) is between CK Transportation Services LLC, an Arizona limited liability company operating under the DARKTIE brand (DARKTIE), and the independent transportation business identified in the signature block (Partner).

DARKTIE arranges pre-scheduled luxury ground transportation reservations by application, website, telephone or other approved channels. Partner independently performs accepted reservations using its own qualified chauffeurs and commercially insured vehicles. This Agreement does not make Partner or any chauffeur an employee of DARKTIE.

Where Partner is a single-chauffeur business, "Partner" and "chauffeur" refer to the same person and payments are made to Partner's own account. Where Partner employs or engages other chauffeurs, Partner remains responsible for paying them, including passing through gratuities under Section 4.4.

2. Independent Business; No Guaranteed Work

Partner is an independent business responsible for its personnel, payroll, taxes, licensing, operating decisions and equipment. Neither party may bind the other. DARKTIE may offer reservations; Partner may accept or decline before acceptance. DARKTIE guarantees no minimum volume or income.

Once accepted, Partner must perform the reservation except for a documented safety emergency or other event beyond its reasonable control, and must notify DARKTIE immediately.

3. Booking, Performance and Conduct

Partner shall:

• confirm assignments and arrive at the designated location by the scheduled pickup time;
• use the booked vehicle class or a DARKTIE-approved equivalent;
• maintain professional appearance and courteous service;
• comply with passenger-capacity and child-restraint laws;
• promptly report delays, route changes, safety concerns and incidents through the DARKTIE Partner application;
• not substitute a vehicle or chauffeur without DARKTIE approval;
• not demand any undisclosed payment from a passenger.

4. Fare, Commission, Additional Charges and Gratuities

4.1 Standard split

For each completed reservation, DARKTIE retains 30% of the amount charged to the passenger for the ride and Partner earns 70%.

4.2 Charges included in the split

The same 70/30 split applies to every amount charged to the passenger in connection with the reservation, including:

• the base, distance and time components of the service fare;
• the airport fee;
• Meet & Greet charges;
• the short-notice surcharge (bookings less than two hours ahead);
• additional stops and route changes added during the ride;
• waiting-time charges under Section 6;
• cancellation charges and verified no-show charges under Section 7;
• charges for miles beyond the allowance on hourly reservations, and time beyond the booked hours.

In each case Partner receives its 70% share after DARKTIE's commission is deducted and after any fleet-company share that Partner has separately agreed.

4.3 Costs borne by DARKTIE

DARKTIE bears credit-card processing fees from its own 30% share. They are not deducted from Partner's 70% share or from any gratuity.

4.4 Gratuities

Gratuities are excluded from the service fare and from the commission split. 100% of a gratuity collected for a ride is payable to the chauffeur who provided that ride, through Partner where required. A passenger may add a gratuity up to twenty-four (24) hours after the ride is completed; it is settled in the normal weekly cycle.

4.5 Expenses

Partner is responsible for its own operating and incidental expenses, including parking, tolls, fuel, airport access fees and similar costs, unless DARKTIE expressly approves different treatment in writing before the ride.

5. Weekly Settlement

DARKTIE initiates payment to Partner each Monday for eligible, reconciled reservations, additional charges and gratuities from the preceding settlement period (week ending Sunday, America/Phoenix time), together with an itemized statement. Bank posting times may vary.

A disputed charge, suspected fraud or unresolved service complaint may be held only to the extent reasonably related to the dispute, with notice and supporting explanation; undisputed sums remain payable. Refunds and chargebacks are allocated according to responsibility and applicable law, not automatically charged to Partner.

6. Waiting Time

Partner shall wait at the designated pickup location for at least fifteen (15) minutes after the scheduled pickup time at no charge to the passenger. After that period, waiting time is charged to the passenger per minute at the published rate, recorded through the DARKTIE Partner application, and settled to Partner under the standard 70/30 split.

7. Passenger Cancellation and No-Show

7.1 Cancellation charges

7.2 No-show procedure

Partner shall wait at the designated pickup location for at least fifteen (15) minutes after the scheduled pickup time, attempt contact through approved channels, and preserve reasonable arrival and contact records.

If the passenger does not appear after fifteen (15) minutes, Partner reports the no-show through the DARKTIE Partner application. After DARKTIE verification, the passenger is charged 100% of the disclosed reservation service fare, allocated 70% to Partner and 30% to DARKTIE.

A no-show may not be assessed if Partner was not present and ready as agreed, arrived at the wrong location, or the passenger's inability to find Partner resulted from Partner's material fault.

8. Partner Cancellation and Replacement

Partner shall not cancel an accepted reservation at the last minute for convenience. Partner must promptly report any inability to perform and cooperate with replacement arrangements.

A monetary liquidated-damages amount or formula for an unjustified last-minute Partner cancellation is not yet agreed and does not apply until both parties sign a written addendum identifying the trigger, exceptions, amount or formula, and dispute procedure. Nothing here prevents recovery of proven losses otherwise available under applicable law.

DARKTIE may suspend new assignments for repeated unjustified cancellations after reasonable review.

9. Hourly Reservations

For hourly ("by the hour") reservations, Partner shall remain available to the passenger for the booked number of hours, subject to a two-hour minimum, and shall follow reasonable passenger direction within the service area and within the law.

A mileage allowance per booked hour applies (Schedule A). Miles beyond the allowance, and time beyond the booked hours, are charged to the passenger as disclosed and settled under the standard split. Stops and route changes during hourly service do not change the fare.

10. Insurance and Certificates

10.1 Required coverage

For approved vehicles seating no more than eight persons including the driver, Partner shall maintain at least USD $300,000 per incident in primary commercial automobile liability insurance covering paid passenger transportation, plus all separately applicable uninsured-motorist coverage required by Arizona law.

A higher limit applies whenever required by vehicle capacity, jurisdiction, airport or other applicable rules. A 9–15 seat vehicle is not approved under the $300,000 standard and requires the higher limits set by law.

10.2 Verification before accepting bookings

Before accepting any DARKTIE booking, Partner shall deliver:

• a current Certificate of Liability Insurance identifying CK Transportation Services LLC as certificate holder, with policy limits, effective dates, insurer and covered operations;
• declarations and relevant endorsements on request; and
• written confirmation from the insurer or authorized agent that the insured vehicle and chauffeur are covered for prearranged, for-hire passenger transportation, including the period after accepting a booking and while transporting passengers.

DARKTIE maintains these documents in the Partner application and may block assignment of bookings while a required document is missing, expired or unverified.

10.3 Additional-insured status

Partner shall obtain additional-insured status for DARKTIE on Partner's commercial automobile liability policy to the extent available and applicable to liabilities arising from Partner's covered operations, evidenced by the actual policy endorsement or insurer confirmation satisfactory to DARKTIE. Certificate-holder status alone does not confer additional-insured status. If the endorsement is unavailable, Partner must notify DARKTIE in writing before accepting a booking; DARKTIE may decline assignments.

10.4 Lapse

Partner shall promptly notify DARKTIE of cancellation, nonrenewal, lapse, material reduction, exclusion, or any claim that may impair coverage, and shall stop accepting or performing DARKTIE bookings while required coverage is not in force.

11. Licenses, Vehicles and Chauffeurs

Partner warrants that it holds all required business and vehicle-for-hire permits, registrations, airport authorizations where applicable, commercial plates where required, and that its chauffeurs are qualified and licensed.

Partner shall maintain safe, clean, inspected and properly equipped vehicles, comply with passenger-capacity limits, and supply documentation on reasonable request. DARKTIE may refuse a vehicle or chauffeur that does not meet published category or safety standards.

12. Accidents, Claims and Cooperation

12.1 Collision and emergency procedure

In any collision or incident involving a DARKTIE booking, Partner and its chauffeur shall first seek emergency medical assistance where appropriate, protect passengers from further harm, comply with reporting and evidence-preservation laws, exchange insurance details, and notify police where required.

Partner shall notify DARKTIE as soon as reasonably practicable and, absent an emergency preventing notice, within one (1) hour after becoming aware of an accident involving injury, a passenger, or significant property damage. Partner shall provide the booking identifier, location, passenger welfare status, vehicle and chauffeur identification, insurer and claim number when available, and a factual incident report within twenty-four (24) hours.

Partner shall preserve trip logs, dispatch messages, photographs, dashcam footage where lawful, and witness information, subject to applicable privacy law.

12.2 Claims cooperation; no unauthorized admissions

Partner shall promptly tender claims to its insurer and provide DARKTIE with claim correspondence reasonably necessary to investigate or defend a booking-related claim, subject to law and privilege. Partner shall cooperate with DARKTIE, insurers and competent authorities, and shall not make commitments or admissions on DARKTIE's behalf. Neither party may admit liability for the other.

Nothing in this Agreement prevents truthful reporting, emergency assistance or legally required disclosures. DARKTIE may suspend Partner and affected vehicles pending verification of safety, licenses and insurance.

13. Passenger Information and Non-Circumvention

Partner shall use passenger contact and trip information solely to perform and support the assigned booking, shall safeguard it, and shall not sell or disclose it except as required for the service or by law. Partner shall comply with the DARKTIE Privacy Policy with respect to passenger data.

During this Agreement and for twelve (12) months after it ends, Partner shall not use confidential DARKTIE booking information to solicit a passenger first introduced by DARKTIE in order to bypass DARKTIE for substantially similar transportation. This restriction does not apply to demonstrably pre-existing customers or to general advertising not directed using DARKTIE information, and applies only to the extent permitted by law.

14. Records, Complaints and Corrections

Partner shall retain reasonable trip, payment and incident records consistent with applicable law and make records relevant to a booking dispute available on reasonable request, subject to privacy protections. DARKTIE shall provide a reasonable process for Partner to contest alleged violations or settlement discrepancies.

15. Term and Termination

This Agreement begins on the effective date and continues until ended by either party on fourteen (14) days' written notice. Either party may suspend performance immediately for material safety, insurance, licensing, fraud or serious confidentiality concerns.

Earned undisputed payments, accrued obligations, confidentiality, non-circumvention, indemnification and applicable dispute terms survive termination.

16. Allocation of Responsibility, Indemnification and Governing Law

16.1 Allocation of responsibility

Partner controls its own chauffeurs, vehicles, safe driving and transportation operations, and remains responsible for compliance with applicable law. DARKTIE remains responsible for its own acts and omissions. Independent-contractor status and the allocation of risk between the parties do not eliminate claims that a passenger or other third party may lawfully assert. Insurance requirements and indemnification obligations are separate; insurance limits do not cap Partner's contractual responsibility except as applicable law provides.

16.2 Indemnification

To the fullest extent permitted by applicable law, Partner shall defend, indemnify and hold harmless CK Transportation Services LLC, doing business as DARKTIE, and its managers, members, employees and agents from third-party claims, damages, judgments, settlements and reasonable defense costs to the extent arising out of Partner's or its chauffeurs' negligent acts or omissions, willful misconduct, violation of law, breach of this Agreement, or the operation, maintenance, ownership or use of Partner vehicles in connection with DARKTIE bookings.

This obligation does not require Partner to indemnify DARKTIE for DARKTIE's own negligence, willful misconduct, or other liability that cannot lawfully be shifted. The parties shall cooperate in defense; neither shall settle a claim imposing a nonmonetary obligation or admission on the other without its written consent, not unreasonably withheld. This Section survives termination.

16.3 Governing law and disputes

Each party is responsible for losses caused by its own negligence, misconduct or breach to the extent permitted by law. Neither party waives rights that cannot lawfully be waived.

Arizona law governs this Agreement without regard to conflict-of-law rules. Courts of competent jurisdiction in Maricopa County, Arizona have jurisdiction, subject to mandatory law. The parties will first attempt good-faith written resolution for thirty (30) days before filing suit, except for urgent relief or time-sensitive claims.

17. Electronic Acceptance; Entire Agreement

This Agreement and any signed written addenda constitute the parties' entire agreement on this subject. Changes require written agreement by both parties. Electronic signatures and records may be used as permitted by law. Notices may be sent to the business email addresses listed below. If any provision is unenforceable, the remainder continues to the extent lawful.

Schedule A — Commercial Terms

Signature Blocks

DARKTIE / CK Transportation Services LLC
Authorized representative: _________________________
Title: __________________ Date: __________________
Business email: _________________________________

PARTNER
Legal business name: _____________________________
Entity type / state: _____________________________
Authorized representative: _______________________
Title: __________________ Date: __________________
Business address: ________________________________
Business email: __________________________________
Vehicle-for-hire permit no.: _____________________