Vendor Services Agreement

Between Stardrive Inc. (d/b/a StayPilot), acting solely as coordination agent for participating property owners ("Manager"), and __________ ("Vendor").

1. Engagement; Independent Contractor

Vendor provides services (cleaning, maintenance, repair, or as listed in Schedule A) at properties managed on the StayPilot platform, on a per-job basis. Vendor is an independent contractor. Nothing creates employment, partnership, or joint venture. Vendor controls its own means, methods, tools, personnel, and schedule, and is responsible for its own taxes, workers' compensation, and employee obligations. Vendor has no authority to bind Manager or any owner beyond accepting dispatched jobs.

2. Jobs; Dispatch; Standards

Jobs are offered through the platform with scope, property, access window, and price or rate. Vendor may accept or decline; accepted jobs must be completed within the stated window or promptly renegotiated. Vendor will: perform work in a professional, workmanlike manner per applicable codes; use access codes only during authorized windows; photograph completion evidence as required; report damage, hazards, and lost-and-found through the platform; and keep guest and property information confidential.

3. Payment — Owner Funds Only

Vendor invoices through the platform. Approved invoices are paid from the applicable property owner's funds; each job is performed for the account of the property owner, who is the party responsible for payment. Manager processes payment as the owner's agent and has no independent payment obligation. Invoices materially exceeding accepted estimates require pre-approval of the variance. Duplicate or non-compliant invoices may be rejected.

4. Insurance & Licensing (condition of dispatch)

Vendor will maintain, and provide certificates for: (a) commercial general liability of at least $1,000,000 per occurrence; (b) workers' compensation as required by law; and (c) all licenses legally required for its trade. Lapsed insurance or licensing automatically suspends Vendor from dispatch until cured. Vendor will name Manager and the applicable owner as additional insureds on request.

5. Warranty; Responsibility

Vendor warrants its workmanship for at least 90 days (or the longer period in Schedule A); warranty obligations run to the property owner. Vendor is responsible for damage caused by its work or personnel and for its own subcontractors (permitted only with disclosure).

6. Indemnity; Liability

Vendor will indemnify and hold harmless Manager and the applicable owner from claims arising out of Vendor's work, presence at a property, or breach of this Agreement, except to the extent caused by the indemnified party's own negligence. Manager's aggregate liability to Vendor is capped at amounts payable for the job giving rise to the claim; Manager is not liable for indirect or consequential damages, or for owner non-payment beyond remitting available owner funds as agent.

7. Platform Conduct; Data

Vendor will not solicit platform owners or guests off-platform to circumvent coordination during the term and for 12 months after (where enforceable). Vendor's performance metrics (acceptance time, arrival time, completion rate, ratings) are collected and used for dispatch ranking.

8. Term; Termination; General

Either party may terminate at any time on notice; accepted jobs in progress must be completed or safely handed off. Florida law; venue Sarasota County; disputes by binding individual arbitration (AAA); severability; entire agreement; electronic acceptance binding.

Schedule A — Services, Rates, Service Area, Warranty Period