MMM MOBILE MAINTENANCE MECHANICS

A trade name of RADIAMOND LLC

INDEPENDENT CONTRACTOR

TECHNICIAN AGREEMENT

This Agreement governs the relationship between RADIAMOND LLC

and independent contractor technicians using the MMM platform.

Effective Date / Version Date: May 18, 2026

Version 1.0

Table of Contents

1.       Definitions..................................................................................... 3

2.       Independent Contractor Status....................................................... 4

3.       Eligibility, Vetting, and Approval...................................................... 5

4.       The Platform and the Company’s Role............................................. 6

5.       Technician Obligations and Standards of Service.............................. 6

6.       Job Offers, Acceptance, and Platform Rules..................................... 8

7.       Compensation................................................................................ 9

8.       Vehicle, Equipment, and Job-Site Conduct..................................... 10

9.       Assumption of Risk, Insurance, and No Workers’ Compensation..... 10

10.     Confidentiality and Trade Secrets.................................................. 11

11.     Non-Solicitation of Company Customers........................................ 12

12.     Non-Circumvention...................................................................... 13

13.     Intellectual Property..................................................................... 13

14.     Conflict of Interest........................................................................ 14

15.     Non-Disparagement..................................................................... 15

16.     Indemnification............................................................................ 15

17.     Disclaimer and Limitation of Liability............................................. 16

18.     Term, Suspension, and Termination............................................... 16

19.     Enforcement and Dispute Resolution............................................. 17

20.     General Provisions........................................................................ 18

21.     Acknowledgment and Acceptance................................................. 19

22.     Electronic Acceptance................................................................... 20

Page numbers refer to the printed PDF version of this Agreement.

INDEPENDENT CONTRACTOR TECHNICIAN AGREEMENT

This Independent Contractor Technician Agreement (the “Agreement”) is entered into by and between RADIAMOND LLC, a Texas limited liability company doing business as MMM Mobile Maintenance Mechanics (also operating under the trade names “MMM,” “M M M,” “M M M Mobile Maintenance Mechanics,” and “Mobile Maintenance Mechanics”) (the “Company,” “MMM,” “we,” “us,” or “our”), and the individual identified in the signature block and onboarding records of this Agreement (the “Technician,” “you,” or “your”). The Company and the Technician are each a “Party” and together the “Parties.”

This Agreement becomes effective on the date the Technician accepts it electronically through the MMM technician application during account creation, or on the date it is signed by the Technician, whichever occurs first (the “Effective Date”).

PLEASE READ THIS AGREEMENT CAREFULLY. It describes the terms on which you may use the MMM platform to receive and perform service jobs as an independent contractor. It contains important provisions regarding your classification as an independent contractor, confidentiality and trade secrets, restrictions on soliciting and diverting Company customers, assumption of risk and insurance, limitation of liability, and a binding arbitration provision. By accepting this Agreement, you acknowledge that you have read it, understand it, and agree to be bound by it.

1. Definitions

As used in this Agreement, the following capitalized terms have the meanings set out below. Other terms are defined where they first appear.

•      “Platform” means the MMM software ecosystem, including the customer-facing mobile application, the technician-facing mobile application, the administrative panel, related backend systems, and any associated websites, tools, content, and services operated by the Company.

•      “Company Customer” means any person or entity who is introduced to the Technician through the Platform, or whose service request, vehicle, contact information, or business is made known to the Technician through the Platform or through the Technician’s performance of Jobs, including any household member, employer, or representative of such person or entity.

•      “Job” means a vehicle maintenance, repair, inspection, or related service request that is made available to, accepted by, and performed by the Technician through the Platform.

•      “Quote” means the price and scope of work for a Job as determined and issued by the Company through the administrative panel. The Technician does not set, negotiate, or issue Quotes.

•      “Payout Policy” means the Company’s then-current Technician Payout Policy, which describes how the Technician’s commission is calculated and paid, as published by the Company and incorporated into this Agreement by reference under Section 7.

•      “Confidential Information” has the meaning given in Section 10.

•      “Trade Secrets” means information that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and that is the subject of reasonable efforts to maintain its secrecy, as defined under the Texas Uniform Trade Secrets Act and the federal Defend Trade Secrets Act.

•      “Hunt Mode” means the Platform feature through which the Technician indicates availability to receive Job offers.

•      “Inspection” means a multi-point inspection, pre-purchase inspection (PPI), or similar standardized inspection completed by the Technician through the Platform.

2. Independent Contractor Status

2.1 Independent Contractor. The Technician is engaged by the Company solely as an independent contractor. Nothing in this Agreement creates, and the Parties expressly disclaim, any employer-employee relationship, partnership, joint venture, agency, or franchise relationship between them. The Technician is not an employee of the Company for any purpose, including federal, state, or local tax, wage-and-hour, benefits, or employment law.

2.2 Control of Work. The Technician controls the manner, method, and means by which Jobs are performed. The Technician decides whether, when, and how often to make himself or herself available for Jobs, is free to accept or decline any Job offered through the Platform, sets his or her own working hours and route, and is not required to accept any minimum number of Jobs. The Company’s use of standardized service standards, Platform features, and operational rules described in this Agreement is intended to maintain quality and a coherent marketplace, and does not constitute control over the Technician as an employee.

2.3 Tools, Equipment, and Expenses. The Technician provides, at the Technician’s own expense, all tools, equipment, supplies, and a suitable vehicle necessary to perform Jobs, and is responsible for all costs of operating the Technician’s business, including vehicle expenses, fuel, licensing, and equipment maintenance, except for job-specific consumables to the extent addressed in the Payout Policy.

2.4 Pricing Does Not Create Employment. The Parties acknowledge that the Company sets customer-facing pricing and issues all Quotes in order to maintain consistent, fair, and professional pricing across the marketplace. The Technician acknowledges and agrees that this pricing function is a legitimate business practice of the Platform and does not convert the Technician into an employee or otherwise alter the independent contractor relationship.

2.5 Taxes. The Technician is solely responsible for all federal, state, and local taxes arising from compensation received under this Agreement, including self-employment tax, and for all required tax filings and estimated payments. The Company will not withhold taxes from amounts paid to the Technician. The Technician shall provide the Company with a completed IRS Form W-9, and the Company may issue an IRS Form 1099 or other applicable information return as required by law.

2.6 No Employee Benefits. The Technician is not eligible for and waives any claim to employee benefits of any kind, including health insurance, retirement or pension contributions, paid leave, sick pay, vacation pay, disability benefits, unemployment insurance, or workers’ compensation coverage from the Company.

2.7 Freedom to Engage in Other Work. Subject only to the confidentiality, non-solicitation, and non-circumvention obligations in Sections 10, 11, and 12, the Technician is free to perform services for other businesses or customers, to operate the Technician’s own business, and to engage in other work or trade during and after the term of this Agreement. This Agreement does not prohibit the Technician from competing with the Company generally.

2.8 No Authority to Bind. The Technician has no authority to enter into contracts, make representations, incur obligations, or otherwise bind the Company, and shall not hold himself or herself out as having such authority.

3. Eligibility, Vetting, and Approval

3.1 Approval Required. Creating a technician account does not entitle the Technician to receive Jobs. The Technician may not participate in Job matching or perform Jobs until the Technician’s account has been reviewed and manually approved by the Company through the administrative panel. Approval is granted at the Company’s sole discretion and may be withheld for any lawful reason.

3.2 Qualifications and Licensing. The Technician represents and warrants that he or she holds, and will maintain in good standing throughout the term of this Agreement, all licenses, certifications, registrations, and permits required by law to perform the Jobs the Technician accepts. The Technician shall submit qualifications and certifications for verification through the Platform and shall promptly notify the Company of any lapse, suspension, revocation, or expiration.

3.3 Driver’s License, Vehicle, and Driving Record. The Technician represents and warrants that he or she holds a valid driver’s license, operates a properly registered and insured vehicle, and will maintain a driving record acceptable to the Company. The Technician shall promptly notify the Company of any change that materially affects the Technician’s ability to drive legally and safely.

3.4 Background Screening. The Technician acknowledges that the Company may, as a condition of approval and on an ongoing basis, conduct or commission background checks, driving-record checks, and identity verification, to the extent permitted by applicable law. Where such screening is performed by a third party and constitutes a consumer report, the Company will provide any disclosures and obtain any authorizations required by the federal Fair Credit Reporting Act and applicable state law before screening is conducted.

3.5 Accurate Information. The Technician shall provide accurate, current, and complete information during onboarding and at all times thereafter, and shall promptly update the Company when that information changes. Providing false or misleading information is grounds for immediate suspension or termination.

4. The Platform and the Company’s Role

To support the Technician’s independent business, the Company provides the Platform and related services, which may include:

(a)    Customer acquisition and matching — marketing the MMM service to the public and connecting service requests to available technicians;

(b)    Pricing and quoting — reviewing service requests and issuing Quotes to customers;

(c)     Payment facilitation — collecting customer payments and deposits and administering Technician payouts;

(d)    Dispatch and coordination — routing Jobs, providing status tracking, and supporting communication between customers, technicians, and administrators;

(e)    Brand and reputation — maintaining the MMM brand, customer trust, and service standards; and

(f)      Operational support — providing the technician application, inspection tools, and related infrastructure.

The Company may modify, add, or discontinue Platform features at any time. The Company does not guarantee any particular volume of Jobs, earnings, or availability of the Platform.

5. Technician Obligations and Standards of Service

The Technician shall, in connection with all Jobs:

(a)    Perform all work in a competent, professional, and workmanlike manner consistent with recognized industry standards and any reasonable service standards published by the Company;

(b)    Conduct himself or herself professionally and courteously toward customers, the public, and Company personnel, and maintain a clean and presentable appearance and vehicle;

(c)     Arrive at the scheduled or agreed time, and, if running materially late, promptly notify the customer and the Company through the Platform;

(d)    Complete each required Inspection (including any multi-point inspection or PPI Report) honestly, accurately, and in good faith, recording true findings, notes, and photographs, and never reporting work or conditions falsely;

(e)    Keep Job status accurately updated through the Platform, and complete the required in-app completion steps (including the “Job Complete” and “Payment Collected” confirmations) truthfully and only when the underlying event has actually occurred;

(f)      Communicate with customers and administrators through the Platform’s messaging features for all Job-related communication, and not divert such communication off-Platform except as reasonably necessary to perform the Job safely;

(g)    Comply with all applicable laws, regulations, and safety requirements, and properly handle, use, and dispose of parts, fluids, and hazardous materials;

(h)    Not subcontract, assign, or delegate the performance of a Job to any other person without the Company’s prior written approval;

(i)      Not be impaired by alcohol, controlled substances, or any substance that affects safe performance while performing a Job or operating a vehicle in connection with a Job; and

(j)      Promptly report to the Company any accident, injury, property damage, customer complaint, or safety incident arising in connection with a Job.

5.11 Devotion of Effort During Jobs. While performing a Job the Technician has accepted, the Technician shall devote his or her good-faith, full, and undivided attention to that Job, shall complete it diligently and professionally, and shall not perform other paid work simultaneously. The Technician shall not use the time spent on a Job, the customer’s premises, the customer’s vehicle, or the customer interaction to develop, advertise, promote, or solicit any other business or work. This Section protects the quality and integrity of the work the Company has engaged the Technician to perform and does not restrict what the Technician does with his or her own time outside of accepted Jobs.

5.12 Professional Appearance and Branded Attire. When performing Jobs, Technicians are encouraged to wear MMM-approved branded attire, or otherwise maintain a clean, neat, and professional appearance that reasonably identifies the Technician as performing services through the MMM platform. The Technician shall not alter, deface, or use any branded attire in a manner that misrepresents the Technician’s relationship with the Company. Branded attire and any related items provided by the Company remain the Company’s property and shall be returned upon termination if the Company so requests. Nothing in this Section dictates the Technician’s personal grooming, attire choices outside of platform identification, or attire on the Technician’s own time.

5.13 Documentation and Photo Records. In connection with each Job, the Technician shall use reasonable efforts, and shall use the documentation tools provided in the technician application, to capture and record: (a) the pre-existing condition of the customer’s vehicle on arrival, including any visible damage, dents, scratches, fluid leaks, modifications, or unusual conditions; (b) the work area on arrival, where relevant to access, safety, or potential disputes; (c) any Customer-Supplied Part the Technician installs or is asked to install, including visible manufacturer markings, packaging, and apparent condition; (d) any used, aftermarket, or non-standard part the Technician installs at the customer’s direction; (e) any recommended work the customer declines, together with a brief note of the recommendation and the customer’s response; (f) any condition giving rise to a refusal or termination of a Job under Section 5.15 (Abandoned or Inaccessible Vehicle) or Section 5.16 (Unsafe Work Environment); and (g) the completed state of work performed, where reasonable. The Technician hereby authorizes the Company to retain, reproduce, and use these records for purposes of dispute resolution, quality assurance, training, defense of claims, regulatory compliance, and, subject to the customer’s consent under the Customer Terms of Service, marketing. The Technician shall not capture images or video of persons without their consent, and shall not capture or transmit content unrelated to the Job.

5.14 Authority to Decline Customer-Supplied Parts. The Technician is authorized to decline to install any part supplied by the customer (“Customer-Supplied Part”) where the Technician has reasonable concerns about the part’s fitment, quality, condition, authenticity, or safety, consistent with Section 10.5 of the Customer Terms of Service. If the Technician proceeds to install a Customer-Supplied Part, the Technician shall document the part as required under Section 5.13. The Technician acknowledges that responsibility for Customer-Supplied Parts rests with the customer under the Customer Terms of Service, and that the Technician’s installation labor does not extend any warranty to the part itself.

5.15 Abandoned or Inaccessible Vehicle. If, upon arrival or during the Job, the Technician determines that the vehicle is inaccessible or unavailable (for example, the customer fails to appear or is unreachable, the vehicle is blocked or unable to be safely worked on, access to a gated community or secured parking is not provided, a dead battery or other condition prevents the work, HOA or property restrictions prevent the Service, or other conditions arise that prevent the Technician from safely performing the Job), the Technician shall make reasonable efforts to contact the customer through the Platform, document the condition under Section 5.13, and notify the Company. The Company will determine the disposition of the Job and any applicable trip or dispatch fee in accordance with Section 10.6 of the Customer Terms of Service and the Payout Policy.

5.16 Authority to Leave Unsafe Work Environment. The Technician’s safety is paramount. The Technician is authorized to decline to begin, or to stop and leave, a Job at the Technician’s reasonable judgment if conditions at the Service location present a risk to the Technician’s safety, health, dignity, or property, consistent with Section 10.7 of the Customer Terms of Service. Such conditions include, without limitation: aggressive, threatening, or harassing conduct by any person at the location; the presence of weapons being handled in a manner inconsistent with safe and lawful possession; unrestrained or aggressive animals; impaired persons interfering with the work; sexual or other harassment; severe or dangerous weather; unsafe terrain, slope, or surface; evidence of illegal activity at the location; and any other condition the Technician reasonably believes presents an unacceptable risk. If the Technician declines or terminates a Job under this Section, the Technician shall, where safely possible, document the condition under Section 5.13 and notify the Company promptly. The Company will determine any compensation due to the Technician in accordance with the Payout Policy and the Customer Terms of Service. Exercising authority under this Section in good faith shall not be a breach of this Agreement and shall not, by itself, be grounds for adverse action against the Technician.

6. Job Offers, Acceptance, and Platform Rules

6.1 Voluntary Acceptance. Job offers are presented to the Technician through the Platform. The Technician is free to accept or decline any Job offer. Declining Job offers does not, by itself, constitute a breach of this Agreement.

6.2 Commitment Once Accepted. Once the Technician accepts a Job, the Technician is responsible for performing that Job in accordance with Section 5, unless the Job is reassigned or cancelled through the Platform or the Technician is otherwise excused. Repeated late arrivals, no-shows, abandonment of accepted Jobs, or failure to communicate may result in suspension or termination under Section 18.

6.3 Operational Rules. The Company may establish and update reasonable operational rules for use of the Platform, including rules relating to availability, scheduling limits, response times, and Job handling. Such rules are intended to maintain service quality and a reliable marketplace. The Company may communicate operational rules through the Platform, and the Technician’s continued use of the Platform constitutes acceptance of them.

6.4 Reassignment and Cancellation. The Company may reassign or cancel Jobs, including where the Technician is unavailable, delayed, or unresponsive, or where reassignment is in the interest of the customer or the marketplace.

6.5 Service Ratings. Jobs may be rated by customers and reviewed by the Company. The Technician acknowledges that consistently low ratings, substantiated complaints, or conduct falling below the Company’s service standards may result in review, suspension, or termination of this Agreement.

7. Compensation

7.1 Commission-Only. The Technician is compensated on a commission-only basis. The Technician is not paid an hourly wage, salary, or guaranteed minimum, and is not paid for Jobs that are not accepted and performed, or for time spent available, traveling, or waiting.

7.2 Commission Structure. Except as otherwise stated in the Payout Policy, the Technician’s commission for a Job is calculated as fifty percent (50%) of the net profit of that Job, where net profit is the amount collected from the customer for the Job, less the cost of job-specific consumables, including parts, fluids, and any tools or materials used solely for that Job. The Company may also offer referral-based compensation under which the Technician may earn additional compensation in connection with other technicians the Technician refers to the Platform, on the terms set out in the Payout Policy.

7.3 Payout Policy Incorporated by Reference. The detailed calculation, deductions, timing, and method of payment of all commission and referral compensation are set out in the Company’s Technician Payout Policy, which is incorporated into this Agreement by reference. The current Payout Policy is, or will be, published on the Company’s website at

www.mobilemmechanics.com/technician-payout-policy. By accepting this Agreement, the Technician acknowledges that the Technician has been given access to and an opportunity to review the current Payout Policy.

7.4 Changes to Compensation. The Company may update the Payout Policy from time to time. For any change that materially reduces the Technician’s compensation, the Company will provide the Technician with at least fourteen (14) days’ advance notice through the Platform, by email, or by other reasonable means before the change takes effect. The Technician’s continued acceptance or performance of Jobs after a change takes effect constitutes acceptance of the updated Payout Policy. If the Technician does not agree to a change, the Technician’s sole remedy is to stop accepting Jobs and, if desired, terminate this Agreement under Section 18.

7.5 Payment Collection. Customer payments and deposits may be collected through the Platform or, where permitted, in person by the Technician. Where the Technician collects payment directly, the Technician shall accurately record collection through the Platform and shall promptly remit to the Company any amounts owed to the Company in accordance with the Payout Policy. Funds collected from customers that are owed to the Company are held by the Technician in trust for the Company and must not be commingled or retained.

7.6 Refunds, Chargebacks, and Adjustments. Commission is calculated on amounts actually and finally received by the Company for a Job. If a customer payment is refunded, reversed, charged back, or adjusted, the related commission may be correspondingly reduced, withheld, or recovered, including by offset against future payouts, as described in the Payout Policy.

7.7 Deposits and Cancellations. Customer deposits and the treatment of customer cancellations are administered by the Company. The Technician is not entitled to any portion of a customer deposit except as expressly provided in the Payout Policy.

8. Vehicle, Equipment, and Job-Site Conduct

8.1 Safe Operation. The Technician shall operate any vehicle and use any tools and equipment safely, lawfully, and in good working condition, and shall maintain the vehicle and equipment in a condition suitable for professional service work.

8.2 Customer Property. The Technician shall treat customer vehicles, premises, and property with care, shall perform only the work authorized by the applicable Quote (and any additional work approved by the customer and the Company through the Platform), and shall not perform unauthorized work or remove customer property.

8.3 No Off-Platform Sales. The Technician shall not, while performing a Job, sell or solicit additional services, parts, or work outside the Platform, or direct a customer to pay for services outside the Platform. Additional work must be routed through the Company so that it can be quoted and approved consistently. This Section 8.3 supports, and is in addition to, the non-circumvention obligations in Section 12.

9. Assumption of Risk, Insurance, and No Workers’ Compensation

9.1 No Workers’ Compensation. The Company does not provide and is not obligated to provide workers’ compensation insurance, occupational accident insurance, disability coverage, or any other injury or income-replacement benefit for the Technician. The Technician is not a subscriber’s employee and is not covered by any workers’ compensation policy of the Company.

9.2 Assumption of Risk. The Technician understands and acknowledges that vehicle maintenance and repair work involves inherent risks, including risk of bodily injury, illness, and property damage, and that driving to and from Jobs involves risk of accident and injury. The Technician knowingly and voluntarily assumes all such risks of injury, illness, loss, or damage arising out of or in connection with the performance of Jobs and the operation of the Technician’s vehicle and equipment.

9.3 Technician’s Insurance. The Technician shall, at the Technician’s own expense, obtain and maintain throughout the term of this Agreement at least the following insurance coverage, with insurers licensed to do business in the applicable state:

(a)    Automobile liability insurance covering the vehicle used for Jobs, with a combined single limit of no less than $1,000,000 per accident (or such other amount as the Company may reasonably require), and including coverage appropriate for business or commercial use of the vehicle;

(b)    Commercial general liability insurance with limits of no less than $1,000,000 per occurrence and $2,000,000 in the aggregate (or such other amounts as the Company may reasonably require), covering the Technician’s service operations; and

(c)     Any other insurance required by applicable law or reasonably required by the Company and communicated to the Technician.

The Technician shall provide proof of such insurance upon request and shall ensure the Company is notified of any cancellation or material change. The Company may require that it be named as an additional insured where appropriate. Maintaining adequate insurance, including any health, disability, or occupational accident coverage the Technician chooses to carry for the Technician’s own protection, is the Technician’s sole responsibility.

10. Confidentiality and Trade Secrets

10.1 Definition of Confidential Information. “Confidential Information” means all non-public information of or relating to the Company, the Platform, or the Company’s business that is disclosed to or learned by the Technician in connection with this Agreement, in any form, including: the design, structure, features, workflows, and operation of the Platform; the Company’s dispatch, matching, and Job-routing logic, including the operation of Hunt Mode; the Company’s pricing methodology, quoting practices, costs, and margins; the Company’s inspection systems, forms, processes, and methodologies; customer lists and customer information, including names, contact details, addresses, vehicles, and service histories; technician information; business plans, strategies, analytics, and financial information; software, source code, and technical documentation; and the proprietary methods, processes, know-how, and step-by-step operational procedures that the Company has developed and that give the Company a competitive advantage.

10.2 Trade Secret Status. The Technician acknowledges that much of the Confidential Information constitutes Trade Secrets under the Texas Uniform Trade Secrets Act and the federal Defend Trade Secrets Act, that the Company has invested substantial time, money, and resources to develop it, that it is the subject of reasonable measures to keep it secret, and that it derives independent economic value from not being generally known.

10.3 Obligations. The Technician shall: (a) hold all Confidential Information in strict confidence; (b) use Confidential Information solely as necessary to perform Jobs and use the Platform as permitted by this Agreement; (c) not disclose, publish, or make Confidential Information available to any third party; (d) not copy, photograph, screen-capture, export, or reproduce Confidential Information except as reasonably necessary to perform Jobs; and (e) protect Confidential Information using at least the same degree of care a reasonable person would use to protect his or her own valuable confidential information.

10.4 Exclusions. Confidential Information does not include information that is or becomes generally available to the public other than through the Technician’s act or omission, that the Technician lawfully possessed without restriction before disclosure by the Company, or that the Technician lawfully obtains from a third party who is not under a confidentiality obligation.

10.5 Compelled Disclosure. If the Technician is legally compelled to disclose Confidential Information, the Technician shall, to the extent legally permitted, promptly notify the Company so that the Company may seek a protective order or other appropriate remedy, and shall disclose only the portion legally required to be disclosed.

10.6 Duration. The Technician’s confidentiality obligations apply during the term of this Agreement and continue after termination: with respect to Trade Secrets, for so long as the information remains a Trade Secret under applicable law; and with respect to other Confidential Information, for a period of three (3) years after termination.

10.7 Defend Trade Secrets Act Notice. Notwithstanding any other provision of this Agreement, the Technician is hereby notified that, under the federal Defend Trade Secrets Act (18 U.S.C. § 1833(b)), an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.

11. Non-Solicitation of Company Customers

11.1 Acknowledgment. The Technician acknowledges that the Company has invested, and continues to invest, substantial time, money, and effort in acquiring customers, building customer relationships and goodwill, and introducing customers to technicians through the Platform. The Technician acknowledges that, but for the Platform, the Technician would not have access to Company Customers, and that the Company has a legitimate business interest in protecting its customer relationships, goodwill, and Confidential Information.

11.2 Non-Solicitation. During the term of this Agreement and for a period of twelve (12) months after its termination for any reason, the Technician shall not, directly or indirectly, on the Technician’s own behalf or on behalf of any other person or entity: (a) solicit, induce, or encourage any Company Customer to obtain vehicle maintenance, repair, or inspection services outside the Platform; (b) divert or attempt to divert the business of any Company Customer away from the Company; or (c) accept or perform vehicle maintenance, repair, or inspection services for any Company Customer outside the Platform.

11.3 Scope. This Section 11 is limited to Company Customers — that is, customers the Technician was introduced to or learned of through the Platform. It does not restrict the Technician from providing services to, or soliciting, any customer the Technician independently acquired or had a prior relationship with outside the Platform, and it does not prohibit the Technician from competing with the Company generally or from advertising the Technician’s services to the public at large, provided the Technician does not target Company Customers.

11.4 Reasonableness. The Technician acknowledges that the restrictions in this Section 11 are reasonable and necessary to protect the Company’s legitimate business interests, are limited in time and scope, and do not impose an undue hardship on the Technician. If a court or arbitrator finds any part of this Section unreasonable or unenforceable, that part shall be reformed and enforced to the maximum extent permitted by law, consistent with Section 20.6.

12. Non-Circumvention

12.1 No Circumvention of the Platform. During the term of this Agreement and for a period of twelve (12) months after its termination for any reason, the Technician shall not, directly or indirectly, take any Job or potential Job involving a Company Customer “off-Platform” in order to avoid the Company’s involvement, fees, or commission. This includes arranging, encouraging, or accepting payment outside the Platform for services to a Company Customer, and using Platform-sourced contact information or customer relationships to conduct business that bypasses the Company.

12.2 Relationship to Other Sections. This Section 12 is in addition to, and does not limit, the Technician’s obligations under Sections 8.3, 10, and 11. Conduct may breach more than one Section.

12.3 Reasonableness. The Technician acknowledges that this Section 12 protects the Company’s legitimate interest in the customer relationships, goodwill, and investment it created through the Platform, and that the restriction is reasonable and narrowly tailored to that interest.

13. Intellectual Property

13.1 Company Ownership. As between the Parties, the Company owns and retains all right, title, and interest in and to the Platform and all related intellectual property, including all software, source code, designs, user interfaces, workflows, processes, methodologies, inspection systems, documentation, data, content, and the names, logos, and marks “MMM,” “MMM Mobile Maintenance Mechanics,” “M M M,” “M M M Mobile Maintenance Mechanics,” and “Mobile Maintenance Mechanics” (collectively, the “Company IP”). No ownership interest in the Company IP is transferred to the Technician under this Agreement.

13.2 Limited License. The Company grants the Technician a limited, non-exclusive, non-transferable, revocable license to access and use the technician application solely to receive and perform Jobs during the term of this Agreement. This license terminates automatically on termination of this Agreement.

13.3 Restrictions. The Technician shall not, and shall not assist or permit any third party to: (a) copy, reproduce, modify, translate, or create derivative works of the Platform or any Company IP; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying ideas of the Platform, except to the limited extent this restriction is prohibited by applicable law; (c) use knowledge or information gained through use of the Platform to design, build, or operate a product, application, or system that replicates the Platform or its proprietary workflows, processes, or methodologies; or (d) use the Company IP for any purpose other than performing Jobs as permitted by this Agreement. For clarity, this Section restricts the misappropriation and replication of the Company’s specific proprietary systems and Confidential Information; it does not prohibit the Technician from engaging in the vehicle service business generally using the Technician’s own independent knowledge and skill.

13.4 Work Product. Any content the Technician creates within the Platform in the course of performing Jobs, including Inspection entries, notes, and photographs, and any feedback or suggestions the Technician provides regarding the Platform, is owned by the Company. To the extent any such content or feedback is not owned by the Company by operation of law, the Technician hereby irrevocably assigns it to the Company, and shall, at the Company’s request, take reasonable steps to perfect that ownership.

13.5 No Use of Marks. The Technician shall not use the Company’s names, logos, or marks except as expressly authorized by the Company in writing, and shall not register or attempt to register any confusingly similar name, mark, or domain.

14. Conflict of Interest

14.1 Acknowledgment. The Technician acknowledges that the Company invests substantial resources in acquiring customers, generating service demand, and building the MMM brand, and that the Technician encounters customers, prospective customers, leads, and business opportunities by virtue of performing Jobs and representing the Company. The Technician acknowledges that the Company has a legitimate business interest in ensuring that the opportunities and goodwill it generates are not diverted to a technician’s competing activity.

14.2 No Diversion of Company Opportunities. During the term of this Agreement and for a period of twelve (12) months after its termination for any reason, the Technician shall not, directly or indirectly: (a) use the Platform, the Technician’s engagement with the Company, the MMM brand, or any access or position made possible by this Agreement to direct, refer, or divert any customer, prospective customer, lead, or business opportunity to any competing mobile vehicle service activity of the Technician or of any third party; or (b) solicit, convert, or attempt to convert any Company Customer, or any prospective customer the Technician encounters while performing a Job or otherwise acting as a representative of the Company, into a customer of the Technician’s own competing activity or of any third party. For purposes of this Section, a “prospective customer” includes any person or entity who inquires about, requests, or expresses interest in mobile vehicle services in the course of, or as a result of, the Technician’s performance of Jobs or representation of the Company.

14.3 Duty to Disclose Conflicts. The Technician shall promptly disclose to the Company in writing any business activity, arrangement, or relationship of the Technician that creates, or would reasonably appear to create, a conflict with the Technician’s obligations under this Agreement, including any arrangement under which the Technician would benefit from diverting customers or opportunities away from the Platform.

14.4 Permitted Activity. This Section 14 does not prohibit the Technician from engaging in the vehicle service business generally, from working for a dealership, repair shop, or other employer, or from providing services to, or soliciting, customers the Technician independently acquired or had a relationship with outside of, and without reliance on, the Platform or the Technician’s engagement with the Company. The purpose of this Section is to prevent the diversion of the Company’s customers, prospective customers, and opportunities, not to restrict the Technician’s independent business or general right to compete. This Section 14 is in addition to, and does not limit, the Technician’s obligations under Sections 5, 8, 10, 11, 12, and 13; conduct may breach more than one Section.

14.5 Reasonableness. The Technician acknowledges that the restrictions in this Section 14 are reasonable and necessary to protect the Company’s legitimate business interests, are limited in time and scope, and do not impose an undue hardship on the Technician. If any part of this Section is found unreasonable or unenforceable, it shall be reformed and enforced to the maximum extent permitted by law, consistent with Section 20.6.

15. Non-Disparagement

15.1 Mutual Non-Disparagement. The Technician shall not make false or misleading statements that are intended to, or reasonably would, damage the reputation or goodwill of the Company, its Platform, or its personnel. The Company shall not make false or misleading statements that are intended to, or reasonably would, damage the reputation of the Technician.

15.2 Protected Speech. Nothing in this Section 15 or this Agreement prohibits or restricts either Party from making truthful statements, providing honest reviews or feedback, communicating with or filing a charge or complaint with any government agency, participating in a government investigation or legal proceeding, reporting suspected unlawful conduct, or otherwise exercising rights that cannot lawfully be waived. This Section is not intended to, and shall not be read to, restrict legally protected disclosures or activity.

16. Indemnification

16.1 Indemnification by the Technician. The Technician shall indemnify, defend, and hold harmless the Company and its members, managers, officers, employees, and agents from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) the Technician’s performance of Jobs; (b) the Technician’s negligence, recklessness, willful misconduct, or violation of law; (c) the operation of the Technician’s vehicle, tools, or equipment; (d) bodily injury, death, or property damage caused by the Technician; (e) the Technician’s breach of this Agreement, including the confidentiality, non-solicitation, non-circumvention, and conflict-of-interest provisions; (f) any claim that the Technician is or was an employee of the Company, or any related claim for wages, benefits, taxes, or penalties; and (g) the Technician’s failure to pay taxes due on compensation received under this Agreement.

16.2 Allocation of Responsibility. As an independent contractor, the Technician is responsible for the work the Technician performs and for damage or injury arising from it. Nothing in this Agreement requires the Company to defend or indemnify the Technician against claims arising from the Technician’s own acts or omissions.

16.3 Survival. The Technician’s indemnification obligations survive termination of this Agreement.

17. Disclaimer and Limitation of Liability

17.1 Platform Provided “As Is.” The Platform is provided to the Technician on an “as is” and “as available” basis. The Company does not warrant that the Platform will be uninterrupted, error-free, or secure, and does not guarantee any volume of Jobs, level of earnings, or particular result.

17.2 Limitation of Liability. To the maximum extent permitted by law, the Company and its members, managers, officers, employees, and agents shall not be liable to the Technician for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost earnings, or lost business opportunities, arising out of or relating to this Agreement or the Platform, even if advised of the possibility of such damages. The total aggregate liability of the Company to the Technician for all claims arising out of or relating to this Agreement shall not exceed the total commission paid by the Company to the Technician during the six (6) months immediately preceding the event giving rise to the claim.

17.3 Exclusions. Some of the limitations in this Section may not apply to the extent prohibited by applicable law. Nothing in this Agreement limits liability that cannot lawfully be limited.

18. Term, Suspension, and Termination

18.1 Term. This Agreement begins on the Effective Date and continues until terminated by either Party in accordance with this Section 18.

18.2 Termination by Either Party. Either Party may terminate this Agreement at any time, with or without cause and with or without reason, by providing written notice to the other Party. The Company may provide such notice through the Platform, by email, or by other reasonable means.

18.3 Company’s Right to Suspend or Terminate; Lawful Reasons Only. The Company may suspend the Technician’s access to the Platform or terminate this Agreement immediately, in its discretion, including for falsification of information or Inspections, fraud, theft, safety concerns, customer harm, lapse of required licensing or insurance, breach of this Agreement, or conduct falling below the Company’s service standards. The Technician acknowledges that the Company’s ability to maintain its standards depends on its discretion to end relationships that are not working. For the avoidance of doubt, nothing in this Agreement authorizes termination, suspension, or any other action for a reason prohibited by law, including unlawful discrimination or retaliation, and any such reason is expressly disclaimed.

18.4 Termination by the Technician. The Technician may stop accepting Jobs at any time and may terminate this Agreement by notifying the Company.

18.5 Effect of Termination. On termination: (a) the Technician’s license to use the technician application ends immediately and the Technician shall cease using the Platform; (b) the Technician shall promptly return or, at the Company’s direction, destroy all Confidential Information and Company property in the Technician’s possession; (c) the Technician shall complete or hand off any Jobs in progress as reasonably directed by the Company; and (d) the Company shall pay the Technician any commission properly earned and unpaid through the effective date of termination, in accordance with the Payout Policy, subject to any offset permitted under this Agreement or the Payout Policy.

18.6 Survival. The following provisions survive termination of this Agreement: Sections 1 (Definitions), 9 (Assumption of Risk, Insurance, and No Workers’ Compensation, as to events during the term), 10 (Confidentiality and Trade Secrets), 11 (Non-Solicitation), 12 (Non-Circumvention), 13 (Intellectual Property), 14 (Conflict of Interest), 15 (Non-Disparagement), 16 (Indemnification), 17 (Disclaimer and Limitation of Liability), 19 (Enforcement and Dispute Resolution), and 20 (General Provisions), together with any other provision that by its nature is intended to survive.

19. Enforcement and Dispute Resolution

19.1 Irreparable Harm; Injunctive Relief. The Technician acknowledges that a breach or threatened breach of Section 10 (Confidentiality and Trade Secrets), Section 11 (Non-Solicitation), Section 12 (Non-Circumvention), Section 13 (Intellectual Property), or Section 14 (Conflict of Interest) would cause the Company immediate and irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in the event of such a breach or threatened breach, the Company is entitled to seek injunctive and other equitable relief, in addition to any other remedy available at law or in equity, without the necessity of posting a bond or other security, and without waiving its right to recover damages. A court or arbitrator may grant such relief notwithstanding the arbitration provisions below.

19.2 Damages. In addition to injunctive relief, the Company is entitled to recover its actual damages arising from a breach of this Agreement. The Parties have agreed to a remedy of actual damages plus equitable relief rather than a fixed or liquidated sum.

19.3 Attorneys’ Fees. In any action or proceeding to enforce or interpret this Agreement, the prevailing Party is entitled to recover its reasonable attorneys’ fees, expert fees, and costs, in addition to any other relief awarded.

19.4 Informal Resolution. Before initiating arbitration, the Parties shall first attempt in good faith to resolve any dispute through informal negotiation for a period of thirty (30) days after written notice of the dispute is given.

19.5 Binding Arbitration. Except as provided in Section 19.1, any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity of it, shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its applicable rules. The seat and location of the arbitration shall be Dallas, Texas, and the arbitration shall be conducted in English. The arbitrator’s award may be entered as a judgment in any court of competent jurisdiction. Either Party may seek interim or injunctive relief from a court as provided in Section 19.1 without waiving the agreement to arbitrate.

19.6 Class Action, Mass Tort, and Mass Arbitration Waiver. To the maximum extent permitted by law, all disputes shall be brought and resolved only on an individual basis. The Technician and the Company each waive any right to commence, join, or participate in: (a) any class action, collective action, or representative action; (b) any consolidated or coordinated proceeding involving the claims of more than one person or entity; (c) any private attorney general action; and (d) any mass action or mass tort proceeding, including any coordinated filing or pursuit of substantially similar claims by or on behalf of multiple individuals against the Company. The arbitrator shall not have authority to consolidate the claims of more than one person, to preside over any form of class, collective, mass, or representative proceeding, or to award relief to anyone other than the individual parties to the arbitration. If a court or arbitrator determines that any portion of this waiver is unenforceable as to a particular claim, that claim, and only that claim, shall be severed and may proceed in court, while all other claims shall remain subject to arbitration on an individual basis.

19.7 Batching and Coordinated Arbitration Procedure. If twenty-five (25) or more substantially similar arbitration demands are filed against the Company by or with the coordination of the same counsel, law firm, or affiliated group of counsel within a period of ninety (90) days (collectively, “Coordinated Demands”), the Parties agree that the Coordinated Demands shall be administered in coordinated batches as follows: (a) the demands shall be grouped into batches of no more than ten (10) demands each, selected to be representative of the larger group; (b) the Parties shall first proceed to arbitration with an initial batch of up to ten (10) bellwether cases, and shall participate in good faith in mediation of the remaining demands following the bellwether outcomes; (c) AAA filing and administrative fees, and arbitrator fees, applicable to the Coordinated Demands shall be assessed on a batched basis rather than on a per-demand basis, with the Parties bearing such fees as determined by the AAA’s applicable consumer or commercial rules and any cost-shifting standards; (d) no further batches shall proceed to arbitration until the bellwether batch has concluded and the Parties have engaged in good-faith mediation of the remaining demands; and (e) the limitations periods applicable to all Coordinated Demands shall be tolled during the pendency of this batching procedure. This Section is intended to provide a fair, efficient, and proportionate mechanism for resolving coordinated arbitration filings while preserving each individual Party’s right to an individual proceeding.

19.8 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-laws principles. Subject to the arbitration provisions, the Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Dallas County, Texas for any matter not subject to arbitration.

20. General Provisions

20.1 Entire Agreement. This Agreement, together with the Payout Policy and any operational rules and policies incorporated by reference, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous discussions, understandings, and agreements. In the event of a conflict between this Agreement and the Payout Policy, this Agreement controls except as to the calculation and payment of compensation, where the Payout Policy controls.

20.2 Amendment. The Company may amend this Agreement from time to time. The Company will provide notice of material amendments through the Platform, by email, or by other reasonable means. The Technician’s continued use of the Platform or acceptance of Jobs after an amendment takes effect constitutes acceptance of the amended Agreement. If the Technician does not agree to an amendment, the Technician’s sole remedy is to terminate this Agreement under Section 18.

20.3 Assignment. The Technician may not assign or delegate this Agreement or any rights or obligations under it without the Company’s prior written consent. The Company may assign this Agreement, including in connection with a merger, reorganization, sale of assets, or change in entity form. This Agreement binds and benefits the Parties and their permitted successors and assigns.

20.4 Notices. Notices to the Technician may be given through the Platform, by email to the address associated with the Technician’s account, or by mail to the Technician’s address on file. Notices to the Company shall be given in writing to RADIAMOND LLC, 350 N Saint Paul Street, Suite 2905, Dallas, Texas 75201, or by email to radiamondllc@outlook.com.

20.5 No Waiver. No failure or delay by either Party in exercising any right under this Agreement operates as a waiver of that right. Any waiver must be in writing to be effective and applies only to the specific instance for which it is given.

20.6 Severability and Reformation. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions remain in full force and effect. If any restrictive covenant in Section 10, 11, 12, or 14 is found to be unenforceable because it is overbroad in duration, geographic area, or scope of restricted activity, the Parties intend, and authorize, the court or arbitrator to reform that covenant to the minimum extent necessary to make it enforceable and to enforce it as reformed, consistent with Texas law.

20.7 Relationship of the Parties. The relationship of the Parties is that of independent contracting parties. Nothing in this Agreement creates an employment, partnership, joint venture, agency, or fiduciary relationship.

20.8 Headings and Construction. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” This Agreement shall not be construed against either Party as drafter.

20.9 Electronic Acceptance and Signatures. The Technician may accept this Agreement electronically, including by clicking to accept within the technician application. The Parties agree that electronic acceptance and electronic signatures are valid, enforceable, and have the same legal effect as handwritten signatures, and that this Agreement may be executed in counterparts.

20.10 Force Majeure. Neither Party is liable for any failure or delay in performance (other than payment obligations for work already accepted) caused by events beyond its reasonable control, including natural disasters, severe weather, network or utility failures, governmental action, or other events of force majeure.

21. Acknowledgment and Acceptance

By signing below or by accepting this Agreement electronically through the MMM technician application, the Technician acknowledges and agrees that:

(a)    the Technician has read and understands this Agreement and has had the opportunity to ask questions and seek independent legal advice;

(b)    the Technician is being engaged as an independent contractor and not as an employee, and is paid on a commission-only basis;

(c)     the Technician understands and accepts the confidentiality, non-solicitation, non-circumvention, and conflict-of-interest obligations in Sections 10, 11, 12, and 14;

(d)    the Technician understands that the Company does not provide workers’ compensation or injury benefits and that the Technician assumes the risks described in Section 9; and

(e)    the Technician agrees to be legally bound by this Agreement.

22. Electronic Acceptance

22.1 How the Technician Accepts. This Agreement is presented to the Technician within the MMM technician application. By tapping, clicking, or otherwise selecting the “I Agree,” “Accept,” or similarly labeled button presented with this Agreement during account creation or onboarding, the Technician agrees to be legally bound by this Agreement in its entirety.

22.2 Electronic Signature. The Technician’s act of accepting this Agreement electronically constitutes the Technician’s electronic signature and has the same legal force and effect as a handwritten signature. The Technician agrees that this Agreement is enforceable under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Texas Uniform Electronic Transactions Act, and the Technician consents to transacting electronically.

22.3 Record of Acceptance. At the time of acceptance, the Company’s systems record information evidencing the Technician’s acceptance, which may include the Technician’s name, account identifier, the date and time of acceptance, the version of the Agreement accepted, and related technical information. The Technician agrees that this electronic record is valid evidence of the Technician’s acceptance of, and agreement to, this Agreement, and may be relied upon in any proceeding to the same extent as a signed paper original.

22.4 Accepting on Behalf of Oneself. By accepting this Agreement, the Technician represents that he or she is at least eighteen (18) years of age, is accepting on his or her own behalf, and has the legal capacity to enter into this Agreement.

RECORD OF TECHNICIAN ACCEPTANCE

The following information is captured electronically by the MMM technician application at the time the Technician accepts this Agreement. No handwritten signature is required.

EXECUTED BY THE COMPANY

This Agreement is adopted and made available to technicians by the Company as of the version date stated on the cover page.

RADIAMOND LLC

a Texas limited liability company, d/b/a MMM Mobile Maintenance Mechanics

By: Ricardo Velazquez

Title: Owner

Date