Shop Participation Agreement

Version 4 | Prepared September 13, 2026 | Business draft pending Minnesota attorney review

1. Parties and effective date

This Shop Participation Agreement (Agreement) is between Partner Driver Benefits LLC, a Minnesota limited liability company (Partner), and the auto-repair business identified in the signed shop application (Shop). The signer represents that they have authority to bind Shop. This Agreement becomes effective only when Partner approves Shop's application.

2. Pilot participation

Partner operates a pilot platform connecting eligible gig drivers with participating auto shops and promoting shop-funded cash-back offers. Partner will maintain approved listings, administer claims and receipt review, and provide transaction and invoicing procedures. Participation is nonexclusive. Partner does not guarantee customers, transactions, revenue, or results.

3. Shop-selected cash-back offer

Shop will select and fund a percentage cash-back rate of at least 10% of the Eligible Pre-Tax Subtotal. Shop will identify eligible parts, labor, services, locations, start date, optional end date, limits, and exclusions in its application or another written offer record accepted by Partner. Fixed-dollar offers are not permitted unless this Agreement is amended in writing. Shop may change future terms with at least 14 calendar days' written notice, but may not reduce a valid offer already claimed. Shop will not raise its ordinary price because a driver uses Partner.

4. Driver purchase and receipt submission

A driver must claim Shop's offer before purchase unless Partner expressly permits otherwise. The driver pays Shop's full invoice. Shop does not deduct Partner cash back at checkout. The driver must submit an itemized receipt within 30 calendar days after service unless the displayed offer states a shorter lawful period. Partner may reject a late, unreadable, duplicate, altered, ineligible, or unverifiable claim.

5. Verification

Partner will make a reasonable good-faith review of the claim, offer terms, and receipt and may request program-relevant transaction details. Verification confirms eligibility for Partner only; it does not approve or warrant Shop's services, pricing, workmanship, or compliance. Partner may suspend review when fraud, duplication, refunds, chargebacks, or material discrepancies are suspected.

6. Eligible Pre-Tax Subtotal

Eligible Pre-Tax Subtotal means the ordinary pre-tax price of covered parts, labor, and services. It excludes taxes, government fees, gratuities, towing, storage, separately disclosed disposal charges, warranty or insurance payments, refunded or credited amounts, and charges excluded by accepted offer terms, unless Partner and Shop agree otherwise in writing.

7. Driver rebate and Partner commission

For each verified claim, the Driver Rebate equals the Eligible Pre-Tax Subtotal multiplied by Shop's accepted percentage rate. The Partner Commission equals 5% of the original Eligible Pre-Tax Subtotal before subtracting the Driver Rebate. Shop owes Partner the Driver Rebate plus Partner Commission and may not add either amount to the driver's bill.

8. Illustrative calculation

For a $100.00 Eligible Pre-Tax Subtotal and a shop-selected 15% offer: the driver initially pays $100.00; Driver Rebate is $15.00; Partner Commission is $5.00; total Shop invoice is $20.00. After cleared payment, Partner releases $15.00 to the driver and retains $5.00. This is an illustration only; Shop's minimum offer is 10%.

9. Invoicing and payment

Partner may invoice per verified claim or periodically. Each invoice will identify the claim, subtotal, rate, rebate, commission, and total. Undisputed amounts are due within 15 calendar days after invoice date. Shop must submit a specific good-faith dispute within 10 calendar days after receipt. The parties will cooperate to correct confirmed errors.

10. Cash-back funding and release

The Driver Rebate is retailer-funded. Partner does not owe or release cash back unless and until it receives cleared payment for the corresponding invoice. Partner will ordinarily initiate payout within 5 business days after cleared payment, subject to complete payout information, provider processing, fraud review, and events beyond reasonable control. Partner may tell the driver the payment status.

11. Refunds, credits, and chargebacks

Shop will promptly notify Partner of any refund, credit, cancellation, reversal, or chargeback affecting a claim. Before payout, Partner may adjust or cancel the rebate and commission. After payout, confirmed adjustments may be credited against a later invoice or handled as the parties reasonably agree. Shop may not withhold unrelated undisputed amounts.

12. Shop responsibilities

Shop is solely responsible for estimates, authorizations, invoices, pricing, services, workmanship, employees, licenses, permits, insurance, warranties, safety, taxes, legal compliance, and customer communications, including the Minnesota Truth in Repairs Act when applicable. Shop will maintain legally required and commercially reasonable insurance, including garage liability and garagekeepers coverage when applicable.

13. Customer treatment and complaints

Shop will treat Partner drivers fairly and professionally. Shop is responsible for service complaints. Partner may pause claims or remove Shop from the directory while reviewing credible complaints, safety concerns, fraud, nonpayment, or material breaches.

14. Shop information and branding

Shop grants Partner a nonexclusive, revocable, royalty-free license during the Agreement to display Shop's name, address, phone, services, offer terms, website, and supplied logo to promote the network. Shop represents it may provide these materials and may request reasonable corrections.

15. Records, taxes, and verification

Shop will keep sufficient Partner transaction records for at least 24 months and provide program-relevant records needed to verify claims, refunds, rebates, commissions, and invoices. Partner will handle personal information under its Privacy Policy. Each party is responsible for its own taxes; Shop remains responsible for taxes and required charges on repair transactions.

16. Independent businesses

The parties are independent businesses. This Agreement creates no employment, agency, franchise, partnership, joint venture, fiduciary, or exclusive relationship. Neither party may bind the other except as stated.

17. Confidentiality and data

Each party will use reasonable care to protect the other's nonpublic information and use it only to operate the program or comply with law. Shop will use driver information only for the repair transaction, legitimate follow-up, legal obligations, and driver-authorized purposes.

18. Term, suspension, and termination

This Agreement continues until terminated. Either party may terminate for any reason with 14 calendar days' written notice. Partner may suspend or terminate immediately for suspected fraud, unsafe or unlawful conduct, repeated credible complaints, nonpayment, name misuse, or material breach. Except for fraud, safety, or legal cancellation, Shop remains responsible for valid offers claimed before termination and earlier transactions.

19. Disclaimers and limitation of liability

Except for express obligations, the pilot is provided as is and as available. To the fullest extent allowed by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages. Partner's aggregate liability will not exceed the greater of $500 or Partner Commissions paid by Shop during the six months preceding the event. These limits do not apply where prohibited or to fraud, willful misconduct, confidentiality breaches, or payment obligations.

20. Indemnification

Shop will defend and indemnify Partner and its owner from third-party claims and reasonable legal expenses arising from Shop's automotive services, workmanship, negligence, legal violations, employee conduct, warranties, pricing, or material breach, except to the extent caused by Partner's negligence or willful misconduct. Partner will notify Shop and cooperate. Shop may not settle by admitting wrongdoing by or imposing nonmonetary obligations on Partner without written consent.

21. Governing law and disputes

Minnesota law governs. Before filing suit, the parties will attempt in good faith for at least 30 days to resolve the dispute informally. State or federal courts in Hennepin County, Minnesota, have exclusive jurisdiction unless applicable law requires otherwise.

22. Electronic records and signatures

The parties agree to transact electronically. By checking the agreement box and typing their name, the signer intends to sign electronically. Partner may retain the application, exact agreement version, acceptance time, approval time, signer information, and related records as evidence.

23. General terms and notices

This Agreement, the signed application, and accepted written offer terms are the entire agreement. This Agreement controls conflicts unless a later written amendment expressly states otherwise. Changes require written or electronic acceptance by both parties. Shop may not assign without consent. Unenforceable provisions are severed; failure to enforce is not a waiver. Accrued payment, records, confidentiality, liability, indemnity, dispute, and general terms survive. Notices to Partner may be sent to contact@partnerdriverbenefits.com; Shop notices may be sent to its application email.