Swoop Independent Contractor Agreement (Marketplace Contractor)

Version: 2026-09-21 Effective Date: 2026-09-21

This Independent Contractor Agreement (this “Agreement”) is entered into between WireUSmart LLC, a Florida limited liability company doing business as Swoop (“Swoop”), and the individual or business entity electronically accepting this Agreement (“Contractor”). Swoop operates a technology platform (the “Swoop Platform”), including the Swooper mobile application (the “Swooper App”), that connects customers who request trash-can valet services with independent contractors who choose to provide those services.

By electronically accepting this Agreement, Contractor agrees to its terms.

1. Relationship of the Parties

1.1 Independent contractor recital. Contractor is an independent contractor and is not an employee, agent, joint venturer, or partner of Swoop for any purpose. Contractor retains the sole right to control the manner and means of performing the services Contractor agrees to perform through the Swoop Platform. Swoop’s role is limited to operating the platform that connects customers and contractors, facilitating payment, and performing the limited functions described in this Agreement.

1.2 No employment relationship. Nothing in this Agreement, in any Swoop policy, or in the parties’ course of dealing shall be construed to create an employment relationship. Contractor is not eligible for, and expressly waives any claim to, employee benefits from Swoop, including health insurance, retirement benefits, paid leave, unemployment insurance, or workers’ compensation coverage (see Section 9.5).

1.3 Mutual intent. Both parties intend and agree that Contractor is engaged as an independent contractor, and both parties enter this Agreement in reliance on that classification.

2. Florida Marketplace Contractor Status

The parties intend that Contractor be treated as a marketplace contractor under Fla. Stat. § 451.02, and this Agreement is structured to satisfy every condition of that statute. Specifically, the parties agree and acknowledge each of the following:

No prescribed hours. Swoop does not unilaterally prescribe specific hours during which Contractor must be available to accept service requests. Contractor alone decides when, where, whether, and how often to log in to the Swooper App and whether to accept any service opportunity.
No platform exclusivity. Swoop does not prohibit Contractor from using any other platform, application, or marketplace, including platforms that compete directly with Swoop. Contractor may work for or through any other company at any time.
No occupational restriction. Swoop does not restrict Contractor from engaging in any other occupation, trade, or business. Contractor may operate any other business or hold any other job, without notice to or approval from Swoop.
Written agreement stating independent contractor status. This Agreement is a written agreement between Swoop and Contractor expressly stating that Contractor is an independent contractor of Swoop and is not an employee.
Contractor bears expenses. Contractor bears all or substantially all of the expenses incurred in performing services, including vehicle, fuel, maintenance, mobile phone, data plan, insurance, and any tools or supplies Contractor chooses to use (see Section 6).
Contractor responsible for taxes. Contractor is responsible for paying all of Contractor’s own federal, state, and local income taxes, self-employment taxes, and any other taxes arising from amounts earned under this Agreement (see Section 8).

3. Services; No Volume Guarantee; Right to Decline

3.1 Service opportunities. Swoop will make available to Contractor, through the Swooper App, opportunities to perform trash-can valet services (for example: taking a customer’s trash cans to the curb, returning them, both, or verifying that all trash and recycling cans at the property are empty and closing the visit) (“Services”).

3.2 No guarantee of volume. Swoop does not guarantee Contractor any minimum number of service opportunities, any particular territory, or any minimum amount of earnings. The availability of Services varies.

3.3 Right to decline. Contractor has the unrestricted right to accept or decline any service opportunity for any reason or no reason. Declining, ignoring, or not viewing offered opportunities is not a breach of this Agreement and will never be a basis for deactivation, penalty, reduced access, or any other adverse action (see the Swoop Deactivation Policy).

3.4 Obligation to complete accepted Services. Once Contractor accepts a service opportunity, Contractor agrees to complete that Service in accordance with the customer’s specifications communicated through the Swoop Platform (for example: the service date, the property address, which cans are to be moved, curb and storage locations, and any lawful access instructions provided by the customer). Contractor’s obligation is to deliver the contracted result; the manner and means of achieving it remain within Contractor’s sole control. If Contractor cannot complete an accepted Service, Contractor agrees to cancel or release it through the Swooper App as early as reasonably practicable so the customer can be served.

Verifying that all trash and recycling cans at the property are empty, taking a verification photograph, and closing the visit through the Swooper App is a completed Service.

Severe weather and unsafe conditions. Contractor is not required to perform an accepted Service during a Severe Weather Event or other condition that Contractor reasonably determines makes performance unsafe. A Severe Weather Event means ice, flooding, lightning, hurricane, or other conditions a reasonable contractor would treat as unsafe to perform. Ordinary rain is not a Severe Weather Event. In those circumstances, Contractor may delay completion — including to later the same day, the next day, or a later date, which may fall outside typical service windows — or may cancel or release the Service through the Swooper App. Delay, skip, or release for weather or safety is not a failure to complete under this Section 3.4 and is not abandoning an accepted job under the Swoop Deactivation Policy. Contractor retains sole discretion over whether conditions are safe for Contractor to perform. If Contractor will delay or cannot complete, Contractor should report that through the Swooper App as early as reasonably practicable.

3.5 No off-platform can service for Swoop customers. Contractor may use other platforms and may perform any other work, including trash-can valet for people Contractor did not meet through Swoop (see Section 2). What Contractor may not do is take a Swoop customer private. During this Agreement, and for six (6) months after Contractor last completed a Service for a particular customer through the Swoop Platform, Contractor will not solicit, accept, or perform trash-can valet or similar can take-out/return services for that customer except through the Swoop Platform. This Section is not a non-compete: it does not restrict other apps, other customers, other neighborhoods, or any other occupation.

4. Control Disclaimer; Safety Carve-Out

4.1 Swoop does not direct or control the manner, means, methods, sequence, or techniques Contractor uses to perform Services. Swoop does not require Contractor to follow a route, use particular equipment, wear a uniform, attend meetings, or undergo mandatory training.

4.2 Safety carve-out. Any provisions of this Agreement or of Swoop’s referenced policies reserving authority to Swoop are inserted solely for the safety of customers and their property or to comply with applicable law, and shall not be construed as a right of Swoop to control, or as evidence of control over, the manner or means by which Contractor performs Services.

5. Referenced Policies

The following documents are incorporated by reference and form part of this Agreement: the Swoop Deactivation Policy, the Swoop Community Guidelines, and the Insurance Coverage Disclosure. The Community Guidelines state end-result and conduct requirements that exist for customer safety, property protection, and legal compliance; they do not prescribe the manner or means of performing Services.

6. Equipment and Expenses

6.1 Contractor will provide, at Contractor’s own expense, everything needed to perform Services, including Contractor’s own vehicle and a mobile phone capable of running the Swooper App.

6.2 Swoop does not require Contractor to purchase any equipment, product, or service from Swoop or from any Swoop-designated vendor, and does not require Contractor to wear a uniform or display Swoop branding.

6.3 Contractor bears all or substantially all expenses of performing Services, including fuel, vehicle maintenance and repair, mobile data, tolls, parking, and insurance. Swoop will not reimburse Contractor for expenses.

7. Compensation and Payouts

7.1 Contractor will be paid for completed Services at the rates displayed in the Swooper App at the time Contractor accepts each service opportunity.

7.2 Payouts are processed through Stripe Express (Stripe Connect). Contractor must establish and maintain a Stripe Express connected account and provide the identity, tax, and banking information Stripe requires. Contractor’s use of Stripe is subject to the Stripe Connected Account Agreement.

7.3 Swoop may adjust a payout only for Services that were not completed, were falsely reported as completed, or were the subject of a verified customer refund attributable to Contractor’s non-performance, in each case with written notice to Contractor stating the reason.

8. Taxes

Contractor is responsible for reporting and paying all federal, state, and local taxes on amounts earned under this Agreement, including income and self-employment taxes. Swoop will not withhold taxes from Contractor’s payouts. Where required by law, Swoop or its payment processor will issue Contractor an IRS Form 1099, and Contractor agrees to provide a completed Form W-9 or equivalent tax information.

9. Licensing and Insurance

9.1 Driver’s license and registration. For so long as Contractor performs Services that involve operating a motor vehicle, Contractor shall hold and maintain, at Contractor’s own expense, a valid driver’s license issued by the state in which Contractor performs Services and lawful registration for the vehicle(s) Contractor uses, for the duration of this Agreement. This requirement exists solely to comply with applicable law and for the safety of customers and the public (see Section 4.2).

9.2 Required insurance coverage. Contractor shall maintain, at Contractor’s own expense, automobile insurance for each vehicle Contractor uses to perform Services, in at least the amounts and coverages required by applicable law, for the duration of this Agreement. The policy must cover the specific vehicle used for Services. Contractor must be the named insured or a listed driver on that policy. Contractor represents that Contractor has confirmed with Contractor’s insurer that the policy permits compensated or business use of that vehicle in connection with services arranged through the Swoop Platform, or that Contractor maintains a gig-work, rideshare, or business-use endorsement or other coverage that is not voided solely because Contractor performs paid can-valet work arranged through the Swoop Platform. Using a vehicle that is not covered by a policy meeting this Section, or that is not on file with Swoop under Section 9.4, is a material breach.

9.3 Material breach. Failure to maintain the license, registration, or insurance required by Sections 9.1 and 9.2, or using a vehicle that is not on file or not covered by the insurance on file, is a material breach of this Agreement.

9.4 Proof; current documents on file. Contractor shall keep a current copy of Contractor’s driver’s license, lawful vehicle registration for each vehicle used for Services, and proof of required insurance, including their expiration dates and identifying information for the covered vehicle (including license plate and, if available, VIN), on file with Swoop through the Swooper App. Contractor shall provide a declarations page, certificate of insurance, or other reasonable proof of required licensure or insurance upon Swoop’s request. If a required document on file expires, becomes invalid, or no longer matches the vehicle Contractor uses for Services, Contractor’s access to new service opportunities may be temporarily suspended as described in Section 13.4 and the Swoop Deactivation Policy.

9.5 Workers’ compensation acknowledgment. Contractor acknowledges that Contractor is not eligible for workers’ compensation coverage through Swoop and that Contractor is responsible for obtaining and maintaining any occupational-accident, disability, health, or other coverage Contractor desires for injuries or losses arising out of performing Services. Contractor also acknowledges the separate Insurance Coverage Disclosure, including that personal auto policies often exclude business use.

9.6 Swoop’s insurance is for Swoop only. Swoop may purchase and maintain insurance for Swoop’s own protection. Any such insurance (a) does not provide coverage for Contractor, (b) does not make Contractor, any customer, or any third party an additional insured or a third-party beneficiary unless a certificate or endorsement expressly names them, and (c) is excess to Contractor’s insurance, which is primary. Nothing in this Agreement requires Swoop to maintain any particular policy, limit, or coverage.

10. Background Checks

Contractor’s access to the Swoop Platform may be conditioned on the results of a background check, which may include criminal history records and motor vehicle/driving records, conducted in compliance with the Fair Credit Reporting Act and applicable state law and subject to Contractor’s separate, lawful consent provided through the standalone Background Check Disclosure and the Background Check Authorization. Nothing in this Section is itself a disclosure or authorization for a consumer report.

11. Business Entity Option; One Account Per Person

11.1 Contractor may enter into this Agreement as a sole proprietor or through a lawfully formed business entity (for example, an LLC or corporation) that Contractor owns or controls. If Contractor contracts through an entity, the individual accepting this Agreement represents that they are authorized to bind the entity, and the individual who performs Services must still satisfy Swoop’s eligibility requirements (including Section 10).

11.2 One account per person. Each natural person may maintain only one Swooper account. Account credentials may not be shared, and only the person who passed the eligibility requirements associated with an account may perform Services under it. This requirement exists solely for the safety of customers and their property and to comply with law (see Section 4.2).

12. Mutual Indemnification

12.1 By Contractor. Contractor shall indemnify, defend, and hold harmless Swoop, WireUSmart LLC, and their officers, members, managers, employees, and agents from and against third-party claims, damages, liabilities, and reasonable expenses (including attorneys’ fees) to the extent arising out of (a) Contractor’s negligence, willful misconduct, or violation of law in performing Services, (b) Contractor’s breach of this Agreement, (c) Contractor’s operation of a motor vehicle in connection with Services, (d) Contractor’s presence on customer or third-party property in connection with Services, (e) Contractor’s failure to maintain the license, registration, or insurance required by Section 9, or (f) any person other than Contractor performing Services under Contractor’s account.

12.2 By Swoop. Swoop shall indemnify, defend, and hold harmless Contractor from and against third-party claims, damages, liabilities, and reasonable expenses (including attorneys’ fees) to the extent arising out of (a) Swoop’s negligence, willful misconduct, or violation of law, or (b) Swoop’s breach of this Agreement.

12.3 Each party’s indemnification obligation is conditioned on prompt notice of the claim, reasonable cooperation, and the indemnifying party’s right to control the defense with counsel reasonably acceptable to the indemnified party.

12.4 Incident notice. Contractor shall promptly report, through the Swooper App and by written notice to Swoop, any incident in connection with Services involving injury, property damage, a vehicle accident, a claim, or a demand.

13. Term; Termination; Deactivation

13.1 Term. This Agreement begins when Contractor accepts it and continues until terminated under this Section.

13.2 By Contractor. Contractor may terminate this Agreement at any time, for any reason, by closing Contractor’s Swooper account or by written notice to Swoop.

13.3 By Swoop. Swoop may deactivate Contractor’s account or terminate this Agreement only (a) for the enumerated grounds and pursuant to the procedures (including written notice and appeal rights) set out in the Swoop Deactivation Policy, or (b) for Contractor’s material breach of this Agreement. Declining service opportunities is never grounds for termination or deactivation.

13.4 Temporary compliance suspension. Separately from deactivation, if a document required by Section 9 (driver’s license, vehicle registration, or automobile insurance) on file with Swoop is expired or invalid, or no longer matches the vehicle Contractor uses for Services, Swoop may temporarily suspend Contractor’s access to new service opportunities, as described in the Swoop Deactivation Policy. A compliance suspension may be applied automatically when the expiration date on file passes; it is not a deactivation or termination of this Agreement, and it lifts automatically once Contractor submits current documents and Swoop verifies them. During a compliance suspension, Swoop may release or reassign Services Contractor has accepted but not yet performed so the affected customers can be served; a Swoop-initiated release or reassignment under this Section is not a failure to complete under Section 3.4, is not “abandoning” an accepted job under the Deactivation Policy, and will not be counted against Contractor for any purpose.

13.5 Survival. Sections 8 (Taxes), 9 (Licensing and Insurance), 12 (Mutual Indemnification), 14 (Mutual Arbitration Agreement), and 15 (Governing Law; Venue) survive termination, along with any payout obligations accrued before termination.

14. Mutual Arbitration Agreement

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES CERTAIN DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION AND AFFECTS YOUR RIGHT TO SUE IN COURT. YOU MAY OPT OUT — SEE SECTION 14.8.

14.1 Agreement to arbitrate. Except as provided in this Section 14, Swoop and Contractor mutually agree to resolve by final and binding arbitration any dispute, claim, or controversy arising out of or relating to this Agreement, the Swoop Platform, or Contractor’s relationship with Swoop, including disputes regarding Contractor’s classification as an independent contractor. Either party may bring qualifying claims in small claims court, and either party may seek temporary equitable relief in court in aid of arbitration.

14.2 Governing arbitration law. This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.). If, and only to the extent that, the Federal Arbitration Act is held not to apply, the Florida Revised Uniform Arbitration Act (Fla. Stat. ch. 682) shall govern.

14.3 Pre-arbitration informal dispute conference. Before either party initiates arbitration, the party asserting the dispute must send the other party written notice describing the dispute and the relief sought, and the parties shall participate in a good-faith, individualized informal dispute conference (by telephone or videoconference) within 30 days of the notice. Any statute of limitations is tolled during this informal-resolution period. A conference addressing one contractor’s dispute does not satisfy this requirement for any other contractor’s dispute.

14.4 Arbitration costs. Swoop will pay all arbitrator fees and arbitration administrative costs, other than the filing fee Contractor would have paid to file the claim in court (and Swoop will pay any portion of the filing fee exceeding that amount). Each party bears its own attorneys’ fees except where the arbitrator awards fees under applicable law.

14.5 Venue of arbitration. Unless the parties agree otherwise, the arbitration hearing will take place at a location within 45 miles of Contractor’s residence, or by videoconference if Contractor prefers.

14.6 Class and collective action waiver. Swoop and Contractor agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of class, collective, or representative proceeding.

14.7 Severability of waiver; who decides. Notwithstanding any delegation of authority to the arbitrator, only a court of competent jurisdiction — not an arbitrator — may decide the enforceability of the class and collective action waiver in Section 14.6. If a court finds that waiver unenforceable as to a particular claim, then that claim (and only that claim) shall be severed and may proceed in court, while all remaining claims proceed in individual arbitration. If any other portion of this Section 14 is found unenforceable, it shall be severed and the remainder enforced.

14.8 30-day right to opt out; no retaliation. Contractor may opt out of this Mutual Arbitration Agreement by delivering written notice to Swoop within 30 days of first accepting this Agreement, by email to legal@swoopit.io or by mail to WireUSmart LLC, 12300 Waterstone Cir, Palm Beach Gardens, FL 33412, stating Contractor’s name and intent to opt out of arbitration. Opting out has no effect on any other provision of this Agreement. Swoop will not retaliate against, penalize, deactivate, or otherwise disadvantage any Contractor for opting out of arbitration.

15. Governing Law; Venue

This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law principles (except that the Federal Arbitration Act governs Section 14 as stated therein). For any claim not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Miami-Dade County, Florida.

16. General Provisions

16.1 Entire agreement. This Agreement, together with the documents referenced in Section 5 and the background-check documents referenced in Section 10, is the entire agreement between the parties regarding its subject matter and supersedes prior agreements on that subject.

16.2 Modifications. Swoop may propose amendments to this Agreement with advance notice through the Swooper App or by email. Amendments take effect only upon Contractor’s acceptance, which may be indicated by Contractor’s continued acceptance of service opportunities after the stated effective date. No amendment may retroactively reduce compensation for Services already accepted or completed.

16.3 Severability. If any provision of this Agreement is held unenforceable, the remainder shall continue in full force, except as Section 14.7 provides for the arbitration agreement.

16.4 Assignment. Contractor may not assign this Agreement without Swoop’s written consent, except to a business entity under Section 11.1. Swoop may assign this Agreement to an affiliate or successor in interest.

16.5 No waiver. A party’s failure to enforce a provision is not a waiver of that provision.

16.6 Notices. Notices to Swoop shall be sent to legal@swoopit.io or WireUSmart LLC, 12300 Waterstone Cir, Palm Beach Gardens, FL 33412. Notices to Contractor may be delivered through the Swooper App or to the email address on Contractor’s account.

16.7 Electronic execution. This Agreement may be executed electronically pursuant to Contractor’s Consent to Electronic Signatures and Records, and an electronic acceptance has the same force as an original signature.

Acknowledgment and Acceptance

By electronically accepting this Agreement, Contractor acknowledges that Contractor has read and understood this Agreement, including the Mutual Arbitration Agreement in Section 14 and the 30-day right to opt out, and agrees to be bound by it as an independent contractor.


Contractor name (individual or entity):	______________________________
If entity — name and title of authorized signer:	______________________________
Signature (electronic):	______________________________
Date:	______________________________

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