TRADITIO Independent Contractor Terms and Conditions

Last updated: 8/15/2025

1. Relationship of the Parties

1.1 Independent Contractor Status

The relationship between TRADITIO and Contractor is solely that of independent contracting parties, not an employer-employee relationship. This Agreement is not an employment contract, and nothing herein creates any employment, partnership, joint venture, franchise, or agency relationship between us. You have no authority to bind TRADITIO, and you operate your own independent business providing personal shopping, styling, and/or delivery services.

1.2 No Company Services

You acknowledge that TRADITIO is a technology services platform that facilitates connections between independent service providers and customers. TRADITIO does not itself provide personal styling, shopping, or delivery services, and is not a fashion retailer, merchant, or transportation carrier. All services you provide to customers are independent, third-party services outside the usual course of TRADITIO's business.

1.3 Control of Work

As an independent contractor, you have the sole right to control and direct the manner in which you perform services. TRADITIO does not, and has no right to, direct or control how you perform your work, subject to your agreement to follow applicable law and the terms of this Agreement. You have full discretion to decide when, where, and whether to accept or decline service requests through the platform. You are not required to accept any minimum number of requests to maintain access to the platform, and you are free to engage in similar services through other platforms or by other means outside of TRADITIO.

1.4 Non-Exclusive Platform Access

You are engaging TRADITIO to provide access to its platform, which offers lead generation and payment tools for your independent services. In exchange, you agree to use the platform in accordance with this Agreement and acknowledge that TRADITIO simply provides the platform and related technology (such as the mobile app and support services) to facilitate your independent business. Each time you log in and accept an order, you reaffirm this independent contractor relationship and agreement to these terms.

2. Onboarding and Eligibility

Minimum Age and Legal Status

You must be at least 18 years of age (21 if required by applicable law for delivery drivers) and legally authorized to work as an independent contractor in the jurisdiction where you provide services. By entering this Agreement, you represent that you are operating a separate and independent business enterprise and are not under any contractual restriction that would prevent you from performing services hereunder.

Licenses and Certifications

You must hold all licenses, permits, and certifications required by law to provide the services you offer. This includes, without limitation, a valid driver's license and vehicle registration for any deliveries performed by automobile, and any business or professional licenses required for personal shopping or styling services. You must also possess the appropriate training, expertise, and experience to perform services in a professional manner with due skill, care, and diligence.

Vehicle and Insurance Documentation

If you use a vehicle for deliveries, it must be properly registered, insured, and in safe operating condition as required by law. You agree to provide TRADITIO with copies of your driver's license, vehicle registration, and proof of insurance before providing any delivery services, and whenever requested. You must maintain at least the minimum automobile liability insurance coverage required by law in your area, with yourself listed as an insured driver. Proof of insurance must be submitted to TRADITIO, and you agree to notify us immediately of any policy cancellation.

Background Checks

You consent to background screenings, including criminal background checks and driving record checks, as part of the onboarding process and periodically thereafter as allowed by law. Your eligibility to use the platform is conditioned upon passing these checks. TRADITIO reserves the right at any time, in its sole discretion, to deactivate or suspend your account if you fail to meet the requirements of this Agreement or any of TRADITIO's standards for safety and conduct.

Device and Account

You must have access to a supported mobile device with reliable internet/data to use the TRADITIO app. You are responsible for obtaining and maintaining any equipment (e.g. smartphone) and wireless service plan at your own expense. You agree that the account you create is personal to you; you will not allow any other person to use your Contractor account, and you will safeguard your login credentials.

Continued Compliance

You agree to continually meet the above criteria while this Agreement is in effect. You must promptly notify TRADITIO if you no longer meet any requirement (for example, if your driver's license is suspended or insurance lapses). TRADITIO may periodically verify your compliance, and failure to provide updated documentation or to meet the standards of this Agreement constitutes a material breach, which may result in suspension or termination of your account.

3. Services and Performance Standards

3.1 Provision of Services

You agree to provide personal shopping, styling curation, and/or delivery services ("Services") in a professional, timely, and high-quality manner. You will use your expertise to curate fashion items suited to the customer's requests and deliver orders promptly within the promised timeframe. You represent and warrant that you have the necessary skill and experience to provide the Services safely and efficiently in accordance with industry standards and any specifications in the customer's order.

3.2 Compliance with Laws

You are responsible for identifying and complying with all applicable laws and regulations while performing Services. This includes, but is not limited to: traffic laws and parking regulations during pickups and deliveries; consumer protection laws when purchasing items on a customer's behalf; privacy and data protection laws regarding any personal information you handle; and non-discrimination laws. You agree to maintain any required authorizations and to pay any applicable taxes or fees related to your services.

3.3 Non-Discrimination and Conduct

You will treat all customers, retailers ("vendors"), and other parties with respect and courtesy at all times. You agree not to discriminate or harass anyone based on race, ethnicity, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age, sexual orientation, or any other characteristic protected by law. You will comply with TRADITIO's Community Guidelines and policies (including any stylist conduct standards and anti-discrimination policies) which are incorporated herein by reference.

3.4 Customer Interactions

You agree to maintain professional communication with customers. All communications regarding an order should be made through the TRADITIO app or other TRADITIO-approved channels. You will not exchange personal contact information with customers or contact customers outside the scope of fulfilling a current order. You will keep any information about customers (including names, addresses, sizing or style preferences, and payment information) confidential and use it only for the purpose of fulfilling orders, in compliance with data privacy laws.

3.5 Safety and Care

You will perform services with regard for safety. You are solely responsible for any costs related to traffic citations or violations you incur while performing services. You also agree not to do anything that would harm or tarnish the reputation or goodwill of TRADITIO.

4. Fees and Compensation

4.1 Service Fees to Contractor

For each completed order or service you provide to a customer via the platform, you will be entitled to a service fee or payout as specified in the TRADITIO Driver/Stylist App. The calculation of the Payment will be communicated to you through the app or a separate fee addendum.

4.2 Commission / Platform Fee

In consideration for your use of the TRADITIO platform and services, you agree that TRADITIO charges a Service Fee on each transaction. This Service Fee will typically be a percentage of the customer charges or a fixed amount per order, as specified in the fee addendum.

4.3 Tips

Customers may have the option to tip you for your services. You retain 100% of any tips you receive; TRADITIO does not deduct any Service Fee or commission from tip amounts.

4.4 Taxes

You are responsible for all applicable taxes on the payments you receive for Services.

4.5 No Additional Compensation

You are not entitled to any wages or benefits from TRADITIO, and the Payments described in this Section 4 (plus any tips and bonuses) constitute the full & complete compensation you will receive for the Services you provide.

5. Use of the TRADITIO Platform

5.1 License Grant

Subject to your compliance with this Agreement, TRADITIO grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the TRADITIO platform and mobile application solely for the purpose of providing Services to TRADITIO customers.

5.2 Platform Access

You must access the TRADITIO App using your unique account credentials. You agree to use the TRADITIO platform only for lawful purposes and in accordance with this Agreement and all applicable policies.

5.3 Data Usage and Privacy

By using the platform, you agree that TRADITIO may collect and process certain data about you and your use of the Services. This includes, for example, geolocation data, order information, and ratings. TRADITIO will handle personal data in accordance with its Privacy Policy.

5.4 Data Breach Notification

If you become aware of any actual or suspected unauthorized access to, disclosure of, or use of any TRADITIO data, customer information, or confidential information ("Data Breach"), you must notify TRADITIO immediately and in no event later than 24 hours after discovery. You agree to fully cooperate with TRADITIO in investigating, remedying, and reporting any Data Breach.

5.5 No Guaranteed Volume

TRADITIO makes no guarantees about the number or frequency of service requests you will receive.

6. Insurance and Liability

6.1 Your Required Insurance

If you operate a vehicle for deliveries, you must maintain your own automobile insurance at least at the minimum coverage levels required by law.

6.2 Indemnification

You agree to indemnify, defend (at TRADITIO's option), and hold harmless TRADITIO and its affiliates from and against any and all liabilities arising out of your breach of this Agreement, your provision of Services, or your use of the platform in violation of this Agreement or applicable law.

6.3 Limitation of Liability

TRADITIO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT.

6.4 No Warranty

TRADITIO provides the platform and services "as is" and "as available," without any representation or warranty of any kind, either express or implied.

7. Confidentiality and Trade Secrets

7.1 Obligation of Confidentiality

During and after the term of this Agreement, you may receive or have access to non-public, confidential, or proprietary information relating to TRADITIO's business, technology, operations, strategies, algorithms, customer lists, pricing, and platform ("Confidential Information"). You agree to keep all such Confidential Information strictly confidential and not to disclose it to any third party, except as required to perform your obligations under this Agreement or as required by law.

7.2 Trade Secrets

Some Confidential Information may qualify as trade secrets under applicable law, including, but not limited to, proprietary algorithms, business strategies, and technical know-how. You agree to protect TRADITIO's trade secrets for as long as such information remains a trade secret under applicable law, and not to use or disclose such information for any purpose outside the scope of your engagement with TRADITIO.

7.3 Survival

These confidentiality obligations survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which remain protected as long as they remain a trade secret under applicable law.

8. Term and Termination

8.1 Term

This Agreement becomes effective on the date and time you electronically accept it (or first use the platform as a Contractor, if earlier) and continues in effect until terminated as set forth below. Each time you accept a service request via the TRADITIO platform, you reaffirm your acceptance of this Agreement.

8.2 Termination by Contractor

You may terminate this Agreement at any time for any reason (or no reason) by providing TRADITIO with at least seven (7) days' prior written notice. You may deliver notice via the app or by email expressing your intent to terminate. TRADITIO may, in its discretion, choose to waive the notice period and deactivate your account sooner.

8.3 Termination or Suspension by TRADITIO

TRADITIO may terminate this Agreement immediately, or suspend your account, if you are in material breach of any term of this Agreement, if you violate any applicable law or regulation while using the platform, or if your actions cause harm to TRADITIO's reputation or to others. Because our relationship is at-will, TRADITIO reserves the right to terminate this Agreement or deactivate your account at any time, for any reason, with or without notice (except where prohibited by law).

8.4 Effects of Termination

Upon any termination of this Agreement, your right to access the TRADITIO platform will cease. You must immediately stop using the App and return or destroy any confidential information or materials of TRADITIO in your possession. Termination will not relieve either party of any obligations that arose prior to the date of termination.

9. Dispute Resolution and Arbitration

9.1 Arbitration Agreement

Except as expressly provided below, you and TRADITIO agree that any dispute, claim or controversy arising out of or relating to this Agreement or the use of the TRADITIO platform shall be resolved by binding arbitration on an individual basis, rather than in court. You and TRADITIO waive any right to a jury trial or to participate in a class action or representative action for such disputes.

9.2 Exceptions

Either party may bring an individual action in small claims court for qualifying disputes. Either party may seek emergency equitable relief (such as a temporary restraining order) from a court pending final arbitration decision. Nothing in this Agreement prevents you from filing a report or claim with a government agency or cooperating with an agency investigation.

9.3 Class and Collective Action Waiver

You and TRADITIO agree that any arbitration will be conducted only on an individual basis and not as a class, collective, consolidated, or representative action.

9.4 30-Day Right to Opt Out

You may opt out of the Arbitration Provision within 30 days of accepting this Agreement by written notice to TRADITIO.

10. Governing Law

Except for the Arbitration Provision above which is governed by the Federal Arbitration Act, this Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania, without giving effect to any conflict of law principles. Pennsylvania law will apply to any disputes not subject to arbitration. If a court is needed, you and TRADITIO consent to the exclusive jurisdiction of the state and federal courts located in Philadelphia, Pennsylvania.

11. Miscellaneous Provisions

11.1 Modifications to Agreement

TRADITIO reserves the right to modify these Terms and Conditions at any time. TRADITIO will provide notice of material changes, either by email, via the App, or by other electronic means. Unless a shorter period is required by law or for urgent issues, changes will be effective no sooner than 7 days after notice is provided. Continuing to access or use the platform after the effective date of modifications indicates consent to be bound by the updated Agreement.

11.2 Entire Agreement

This Agreement, including any addenda and referenced policies, constitutes the entire agreement between you and TRADITIO regarding the subject matter hereof. This Agreement supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, both written and oral, with respect to such subject matter.

11.3 Severability

If any provision of this Agreement is deemed invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such provision shall be deemed modified to the minimum extent necessary to make such provision valid, legal, and enforceable.

11.4 Assignment

You may not assign or transfer any rights or obligations under this Agreement without TRADITIO's prior written consent. TRADITIO may assign this Agreement or any rights or obligations hereunder at any time without restriction.

11.5 Contact Information

For questions about these Terms and Conditions or to provide any required notices, please contact TRADITIO through our customer support channels available in the Traditio app or via email at the address provided in the application.