BABA TAP INDEPENDENT CONTRACTOR AGREEMENT

Non-Medical Companion Support Services

This Independent Contractor Agreement (the “Agreement”) is entered into on 2026-08-20 by and between:

Company: 2645953 ALBERTA INC., operating as “BabaTap” (the “Company”)
Business email: book@babatap.com

AND

BabaTap Pro: Partner (the “Contractor”)
Email:
Address:

1. Purpose and Platform Relationship.

   BabaTap operates a technology-enabled marketplace and coordination platform that connects families and older adults with independent providers of non-medical companionship and everyday support. The Contractor may receive service opportunities through BabaTap and may accept or decline each opportunity. BabaTap does not guarantee any minimum number of referrals, hours, earnings, territory, or client relationship.

2. Permitted Non-Medical Services.

   Services may include companionship, social visits, check-ins, grocery shopping and errands, meal preparation, light household support, technology assistance, walking companionship, appointment accompaniment, hospital companionship, and transportation when separately authorized.

   The Contractor must not provide medical care, nursing, medication administration, medical advice, diagnosis, treatment, invasive personal care, lifting or transferring that requires clinical training, or any regulated service unless the Company has expressly approved it in writing and the Contractor holds every licence and qualification required by law.

3. Independent Contractor Status.

   The Contractor is an independent contractor and not an employee, worker, agent, partner, franchisee, or representative of the Company. The Contractor controls whether to accept an opportunity and, subject to the client’s agreed service request, controls the lawful manner and means of performing accepted Services. The Contractor is not entitled to wages, overtime, vacation pay, benefits, pension contributions, employment insurance, workers’ compensation coverage supplied by the Company, or other employee benefits except where applicable law requires otherwise.

4. Eligibility, Screening, and Ongoing Disclosure.

   Platform access may be conditional on identity verification, references, criminal record or vulnerable-sector screening where lawful, training, policy acknowledgements, proof of authorization to work, and any additional checks reasonably required for client safety. The Contractor must promptly disclose any material change that may affect eligibility, safety, driving privileges, insurance, or the ability to perform Services. BabaTap may suspend access while a matter is reviewed.

5. Contractor Responsibilities.

   The Contractor will act honestly, respectfully, patiently, and professionally; arrive on time; remain attentive during visits; follow the confirmed service scope; protect the client’s dignity and independence; communicate material delays or incidents promptly; and complete accurate visit records. The Contractor supplies their own smartphone, ordinary work supplies, clothing, transportation, licences, permits, and other resources needed to perform accepted Services unless a booking states otherwise.

6. Safety, Boundaries, and Emergencies.

   The Contractor must follow BabaTap safety policies, respect personal and property boundaries, and never engage in abuse, neglect, harassment, discrimination, exploitation, intimidation, theft, fraud, or inappropriate conduct. The Contractor must not borrow from or lend money to a client, become a beneficiary, accept control over a client’s finances, use a client’s bank card or credentials except under a documented Company-approved process, or accept gifts of significant value.

   In an emergency, the Contractor must contact emergency services first when appropriate, then notify BabaTap as soon as safely possible. The Contractor must not represent that BabaTap provides emergency, medical, or home-health services.

7. Transportation Services.

   A Contractor who accepts a transportation booking must maintain a valid driver’s licence, legally compliant vehicle registration, required automobile insurance, a safe and roadworthy vehicle, and any additional commercial or ride-for-hire coverage required by the applicable jurisdiction or insurer. Seat belts must be used. The Contractor must obey traffic laws and must not drive while impaired, fatigued, distracted, or medically unfit.

8. Revenue Share and Tips.

   Unless a booking or written service schedule states a different rate, the Contractor earns 70% of the Base Service Fee for each completed and approved booking, and the Company retains 30% of the Base Service Fee as its platform, marketing, booking, payment-processing, customer-support, quality-assurance, and administration share.

   “Base Service Fee” means the service amount charged to the client before sales taxes, government charges, separately identified third-party expenses, refunds, chargebacks, and tips. One hundred percent (100%) of a clearly designated client tip belongs to the Contractor, less only any unavoidable third-party processing reversal or legally required deduction. Mileage, parking, tolls, purchases, bonuses, cancellation payments, and other add-ons are paid only when expressly stated in the booking or written policy.

9. Payment, Records, Refunds, and Chargebacks.

   Payment is made according to BabaTap’s then-current payout schedule after the Company receives cleared client funds and the booking is confirmed as properly completed. The Contractor must submit accurate time, expense, receipt, and completion records. Verified refunds, duplicate payments, overpayments, client credits, fraud losses, or chargebacks attributable to the Contractor’s act, omission, or unsupported record may be deducted from future amounts to the extent permitted by law. No deduction will be used to avoid paying an amount legally owed.

   The Contractor may not collect cash, e-transfer, card payment, or other payment directly from a client unless the Company authorizes that payment method in writing. Any authorized collection is held as collection agent for the Company and must be reported and remitted according to Company instructions.

10. Taxes and Expenses.

    The Contractor is responsible for their own income taxes, sales-tax registration and remittance obligations, business expenses, insurance, licences, and statutory filings arising from Contractor earnings. The Company may issue tax reporting documents where required by law. The Contractor should obtain independent tax advice.

11. Availability, Acceptance, Cancellation, and No-Show Rules.

    The Contractor chooses their availability and may accept or decline offered bookings. Once accepted, the Contractor must make reasonable efforts to complete the booking. Cancellations, late arrivals, early departures, and no-shows may affect payment, platform standing, and future access under the current BabaTap policies, particularly where they inconvenience or endanger a client. A Contractor must never arrange an unapproved substitute.

12. Privacy and Confidentiality.

    The Contractor will protect all client, family, health-related, contact, access-code, payment, pricing, platform, and business information and use it only to complete authorized Services. Information must not be copied, photographed, recorded, posted, sold, or disclosed except as required to perform the booking, protect immediate safety, or comply with law. These obligations continue after this Agreement ends.

13. Client Relationship and Non-Circumvention.

    During this Agreement and for six (6) months after the last Baba-arranged service with a particular client, the Contractor will not knowingly divert, solicit, or accept substantially similar paid services directly from that client for the purpose of avoiding BabaTap’s platform fee, except with the Company’s written consent or where this restriction is prohibited by applicable law. This clause does not prevent general advertising that is not targeted at BabaTap clients.

14. Insurance, Licences, and Compliance.

    The Contractor must maintain insurance reasonably appropriate to the Services, including automobile insurance for transportation and, where reasonably required, commercial general or professional liability insurance. The Contractor must comply with applicable federal, provincial, state, territorial, municipal, privacy, accessibility, consumer-protection, occupational-safety, and vulnerable-person protection requirements.

15. Complaints, Quality Review, and Platform Access.

    BabaTap may investigate complaints, safety concerns, documentation issues, suspected fraud, policy violations, or service-quality concerns. The Contractor will cooperate in good faith. BabaTap may temporarily pause referrals or platform access during review and may impose proportionate corrective actions, including additional training, warning, repayment of unsupported amounts, suspension, or termination.

16. Intellectual Property and Brand Use.

    The BabaTap name, logo, technology, training materials, forms, content, client lists, and systems remain the Company’s property. The Contractor receives a limited, revocable, non-transferable permission to use approved BabaTap branding only while performing authorized Services. The Contractor may not create misleading profiles, domains, advertisements, social accounts, or materials suggesting ownership of or authority to bind BabaTap.

17. Indemnity and Limitation of Liability.

    To the extent permitted by law, the Contractor will indemnify the Company and its affiliates from third-party claims, losses, penalties, and reasonable costs arising from the Contractor’s unlawful conduct, negligence, fraud, breach of this Agreement, vehicle operation, or failure to maintain required licences or insurance. The Company is not liable for indirect, special, punitive, or consequential loss. Nothing in this Agreement excludes liability that cannot legally be excluded.

18. Term and Termination.

    This Agreement begins on the date signed and continues until ended. Either party may terminate it on seven (7) days’ written notice. The Company may suspend or terminate immediately for serious safety risk, abuse, fraud, theft, material privacy breach, impaired driving, loss of required eligibility, material breach, or conduct likely to harm a client or the BabaTap brand. Provisions concerning payment, taxes, confidentiality, records, client non-circumvention, intellectual property, indemnity, and dispute obligations survive where applicable.

19. Changes to Policies and Service Schedules.

    BabaTap may update operational policies, safety standards, booking procedures, and future service schedules by reasonable electronic notice. A material change to the standard 70%/30% revenue share applies only prospectively and must be communicated before the Contractor accepts an affected booking. Continued use of the platform after an effective date constitutes acceptance only to the extent permitted by law.

20. Governing Law and Disputes.

    Unless mandatory law requires another forum, this Agreement is governed by the laws of Alberta and the applicable federal laws of Canada, without regard to conflict-of-law principles. The parties will first attempt in good faith to resolve a dispute through written notice and informal discussion. Nothing prevents either party from seeking urgent injunctive relief or using a statutory tribunal or small-claims process where available.

21. General Terms.

    This Agreement, together with incorporated BabaTap policies and booking-specific written terms, is the entire agreement concerning the subject matter. Amendments must be in writing or delivered electronically as permitted above. If one provision is unenforceable, the remaining provisions continue. Failure to enforce a provision is not a waiver. The Contractor may not assign this Agreement without written consent. Electronic signatures and counterparts are valid.

Contractor Acknowledgement. The Contractor confirms that they have read and understood this Agreement, had the opportunity to ask questions and seek independent legal advice, and understand that BabaTap provides non-medical companion support coordination rather than medical or emergency services.

Schedule A — Standard Revenue Share

Contractor share: 70% of the Base Service Fee.
BabaTap platform share: 30% of the Base Service Fee.
Clearly designated tips: 100% to the Contractor.
Taxes and separately identified reimbursable expenses are excluded from the percentage calculation.

Agreement version: BabaTap Pro ICA 1.0 — August 2026.