Preamble

This Vehicle Advertising Space Lease Agreement (the “Agreement”) is entered into and becomes effective on the date of its electronic acceptance (the “Effective Date”) by and between:

• Lessor: The individual or entity registering on the Homwy Platform who owns or lawfully operates the Vehicle defined herein (hereafter “You” or “Lessor”).
• Lessee: IT HUB Service Inc., a Delaware corporation (hereafter “Homwy,” “We,” or “Lessee”).

RECITALS
WHEREAS, Lessor owns and/or lawfully operates a vehicle and desires to lease certain exterior portions of said vehicle for the purpose of displaying commercial advertising; and
WHEREAS, Lessee is in the business of procuring and placing advertising for its clients and desires to lease such space from the Lessor in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

Article 1: Definitions

• 1.1 "Agreement": Refers to this Vehicle Advertising Space Lease Agreement and all its articles, sections, and subsequent amendments agreed to by the parties.
• 1.2 "Vehicle": The specific vehicle owned or lawfully operated by the Lessor, identified by its Make, Model, Year, and Vehicle Identification Number (VIN) as provided by the Lessor during the registration process on the Homwy Platform.
• 1.3 "Leased Premises": The specific exterior surfaces of the Vehicle designated by Homwy for the placement of Advertising Materials, the specifications of which will be provided to Lessor prior to installation.
• 1.4 "Advertising Materials": The proprietary QR code decal and any associated branding or graphic media provided by Homwy or purchased by Lessor from Homwy (or its designated supplier) as an official advertising kit.
• 1.5 "Lease Term": The duration of this Agreement, as defined in Article 3.
• 1.6 "Rent": The variable compensation paid by Lessee to Lessor, calculated based on Performance Units and the Unit Rate as defined herein.
• 1.7 "Performance Unit": A unit of value assigned by Lessee, in its reasonable discretion, to each qualified lead generated from the Leased Premises. The value of a Performance Unit may vary based on factors determined by Lessee, including but not limited to the lead source, client, and market conditions.
• 1.8 "Unit Rate": The monetary value, in U.S. Dollars, assigned to each Performance Unit for the purpose of calculating Rent. The Unit Rate shall be determined and may be modified from time to time by Lessee, in its sole and reasonable discretion, upon notice to Lessor via the Homwy Platform or email.
• 1.9 "Activation" means the process by which the Lessor confirms installation of the Advertising Materials by scanning the QR code as instructed by Homwy, thereby notifying Lessee that the Leased Premises are ready for use and accepted by Lessee.

Article 2: Grant of Lease

• 2.1 Grant of Lease: Lessor hereby leases the Leased Premises to Lessee for the sole and exclusive purpose of displaying the Advertising Materials. This grant constitutes a lease of tangible personal property.
• 2.2 Use of Leased Premises: Lessee's rights are strictly limited to the display of Advertising Materials. This Agreement does not grant Lessee any right to use, possess, or operate the Vehicle itself.
• 2.3 Installation and Removal: Lessor shall be responsible for obtaining and installing the official Advertising Materials by purchasing the approved kit from Homwy (or its designated supplier). Lessee will provide instructions for proper placement. Upon installation, Lessor shall activate the Advertising Space by scanning the code as directed, which constitutes acceptance of the Leased Premises by Lessee. Upon termination of the Lease Term, Lessor shall remove the Advertising Materials independently and at Lessor’s own expense.

Article 3: Term and Termination

• 3.1 Initial Term: The Initial Term of this Agreement shall be for a period of twelve (12) months, commencing from the date of Activation of the Advertising Materials by Lessor.
• 3.2 Renewal: Upon expiration of the Initial Term, this Agreement shall automatically renew for successive twelve (12) month periods unless either party provides written notice of non-renewal to the other party at least thirty (30) days prior to the end of the then-current term.
• 3.3 Termination for Cause: Either party may terminate this Agreement upon written notice if the other party materially breaches any provision herein and fails to cure such breach within fifteen (15) days of receiving written notice thereof.
• 3.4 Termination for Convenience: Either party may terminate this Agreement for any reason or no reason by providing the other party with thirty (30) days' prior written notice.
• 3.5 Immediate Termination for Prohibited Conduct: Notwithstanding any other provision in this Agreement, Lessee reserves the right to immediately terminate this Agreement without prior notice if Lessor engages in any conduct that, in Lessee's sole and reasonable discretion, could harm the reputation, goodwill, or public image of Lessee or its clients. Prohibited Conduct includes, but is not limited to: (a) conviction of any felony or serious traffic offense (e.g., DUI); (b) engaging in reckless driving; (c) making discriminatory or harassing remarks publicly while associated with the Vehicle; or (d) any act of moral turpitude.

Article 4: Rent and Payment

• 4.1 Rent Calculation: The sole and exclusive Rent payable to Lessor under this Agreement shall be calculated by multiplying the total number of Performance Units accrued by the Lessor in a given payment period by the then-current Unit Rate.
• 4.2 No Minimum or Guaranteed Rent: Lessor expressly acknowledges and agrees that Lessee does not guarantee any minimum number of Performance Units will be generated or that any minimum amount of Rent will be paid. The Rent is entirely contingent upon the performance of the Leased Premises, and it is possible for the Rent to be zero in any given period. This provision underscores the Lessor's assumption of entrepreneurial risk.
• 4.3 Payment Schedule: Rent shall be calculated on a calendar month basis. Lessee shall pay all accrued Rent to the Lessor via the Homwy Platform within fifteen (15) days following the end of each calendar month.
• 4.4 Reporting and Verification: Lessee shall provide Lessor with continuous, real-time access to a secure digital dashboard within the Homwy Platform. This dashboard will display the total number of Performance Units accrued and the corresponding Rent calculation, ensuring full transparency of the calculation method.
• 4.5 Modification of Unit Rate: Lessee reserves the right to modify the Unit Rate upon providing thirty (30) days' written notice to Lessor via the Homwy Platform or email. Continued participation in the program after such notice period shall constitute Lessor's acceptance of the new Unit Rate.

Article 5: Relationship of the Parties

• 5.1 Express Intent: Lessor-Lessee Relationship: The parties expressly intend to create, and this Agreement does create, solely a commercial lease relationship concerning tangible personal property.
• 5.2 No Employment or Contractor Relationship: This Agreement does not establish an employment, independent contractor, partnership, joint venture, or agency relationship. Lessor is not performing a service for Lessee; Lessor is leasing property to Lessee. All actions taken by Lessor are for Lessor's own benefit as a property owner seeking to generate rental income. The requirement that Lessor purchase and install official Advertising Materials does not create an employment or contractor relationship, and is solely a condition of preparing the Leased Premises for advertising use.
• 5.3 ABSOLUTE DISCLAIMER OF CONTROL: LESSEE SHALL HAVE NO RIGHT TO, AND SHALL NOT, CONTROL THE MANNER, METHOD, OR MEANS BY WHICH LESSOR OPERATES THE VEHICLE. LESSEE'S RIGHTS ARE STRICTLY LIMITED TO THE PASSIVE USE OF THE LEASED PREMISES. THIS DISCLAIMER OF CONTROL INCLUDES, BUT IS NOT LIMITED TO, THE FOLLOWING:
• Lessee shall have no control over Lessor's hours of operation, work schedule, or decision to operate the Vehicle at any particular time.
• Lessee shall have no control over the geographic routes, territories, or locations where Lessor chooses to operate the Vehicle.
• Lessee shall not impose any minimum mileage or usage requirements upon Lessor.
• Lessor retains the absolute right to use the Vehicle for any lawful purpose, including engaging in work for any third-party gig economy platforms (e.g., Uber, Lyft, DoorDash) at any time.
• 5.4 Taxes and Benefits: Lessor acknowledges and agrees that they are an independent business enterprise and are solely responsible for the payment of all applicable federal, state, and local taxes (including income and self-employment taxes) on the Rent received. Lessor is not entitled to any employee benefits from Lessee, including but not limited to health insurance, retirement plans, or workers' compensation.

Article 6: Covenants, Representations, and Warranties

• 6.1 Lessor's Covenants and Warranties: Lessor represents and warrants that they: (a) have legal title to or a lawful right to operate the Vehicle; (b) have the full right and authority to enter into this Agreement; (c) will maintain the Vehicle in a clean, safe, and good operating condition; and (d) will maintain at all times valid registration and insurance that meets or exceeds the minimum requirements of their state of residence.
• 6.2 Lessee's Covenants and Warranties: Lessee represents and warrants that it: (a) has the authority to enter into this Agreement; and (b) will ensure the content of the Advertising Materials complies with all applicable advertising laws and regulations.
• 6.3 Insurance Requirements and Acknowledgement of Risk: Lessor represents and warrants that they have notified their insurance carrier of their intent to use the Vehicle for commercial advertising purposes under this Agreement. Lessor is solely responsible for obtaining and maintaining, at their own expense, an automobile insurance policy that provides coverage for the Vehicle's use in commercial activities, including but not limited to a commercial policy or a rideshare/commercial use endorsement to their personal policy. Lessor acknowledges that a standard personal auto policy may not provide coverage and that failure to secure appropriate coverage is a material breach of this Agreement. Lessee (Homwy) provides no insurance of any kind and is not responsible for any gaps in Lessor's insurance coverage.
• 6.4 Warranty of Vehicle Condition and Installation Responsibility: Lessor represents and warrants that the Vehicle's exterior surfaces are in good condition, free of significant chips, rust, or non-factory paintwork. Lessor acknowledges that the application or removal of Advertising Materials may result in damage to the Vehicle’s surface, particularly if the surface is compromised. Lessor is solely responsible for the proper installation and removal of Advertising Materials, including any associated risks or costs. Lessee shall not be liable for any damage to the Vehicle’s paint, finish, or exterior surfaces arising from the installation, presence, or removal of Advertising Materials, regardless of whether such damage is due to pre-existing conditions or the method of installation or removal.
• 6.5 Lessor represents and warrants that they will only use official Advertising Materials purchased from Homwy or its designated supplier, and will promptly activate the Advertising Space as instructed. Failure to do so may be considered a material breach of this Agreement.

Article 7: Indemnification

• 7.1 Indemnification by Lessor: Lessor agrees to indemnify, defend, and hold harmless Lessee and its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Lessor's operation of the Vehicle, including but not limited to traffic accidents, moving violations, or personal injury claims; or (b) any breach of this Agreement by the Lessor.
• 7.2 Indemnification by Lessee: Lessee agrees to indemnify, defend, and hold harmless Lessor from and against any and all claims, damages, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of or related to the specific content of the Advertising Materials provided by Lessee, including claims of trademark infringement, false advertising, or defamation.

Article 8: Limitation of Liability

• 8.1 Exclusion of Indirect Damages: TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ¹⁴
• 8.2 Cap on Direct Damages: EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER, EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF RENT PAID OR PAYABLE BY LESSEE TO LESSOR IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. ¹⁴
• 8.3 Exceptions: The limitations of liability set forth in this Article 8 shall not apply to breaches of confidentiality, indemnification obligations, fraud, or willful misconduct.

Article 9: Dispute Resolution

• 9.1 MANDATORY BINDING ARBITRATION: YOU AND HOMWY MUTUALLY AGREE TO WAIVE YOUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. This agreement to arbitrate is governed by the Federal Arbitration Act. ²⁰
• 9.2 CLASS ACTION WAIVER: YOU AND HOMWY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator shall have no authority to consolidate more than one person's claims or to otherwise preside over any form of a representative or class proceeding.
• 9.3 Governing Law: This Agreement and any disputes arising hereunder shall be governed by the laws of the State of Delaware, without regard to its conflict of law principles.

Article 10: General Provisions

• 10.1 Notices: All official communications shall be provided electronically via the Homwy Platform or to the email address associated with the Lessor's account.
• 10.2 Assignment: Lessor may not assign or transfer this Agreement without the prior written consent of Lessee.
• 10.3 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
• 10.4 Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior oral or written understandings, communications, or agreements.
• 10.5 Modification Due to Change in Law: Lessor acknowledges that the business model contemplated by this Agreement is subject to federal, state, and local regulation. In the event of any change in law, regulation, or binding judicial interpretation that, in Lessee's reasonable judgment, adversely affects or fundamentally alters the economic or legal basis of this Agreement, Lessee reserves the right to modify the terms of this Agreement or terminate it upon thirty (30) days' written notice to Lessor.
• 10.6 Acceptance: BY CLICKING "I AGREE" OR A SIMILAR AFFIRMATION DURING THE REGISTRATION PROCESS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY ALL TERMS AND CONDITIONS OF THIS VEHICLE ADVERTISING SPACE LEASE AGREEMENT.

Article 11: Data and Privacy

• 11.1 Data Collection and Use: Lessor acknowledges and agrees that Lessee will collect data related to the performance of the Advertising Materials, which may include location data associated with lead generation events ("Performance Data"). Lessor grants Lessee a worldwide, royalty-free license to use such Performance Data for the purposes of: (a) calculating Rent payable under this Agreement; (b) providing reporting to Lessee's clients; and (c) aggregating and anonymizing such data for analytics and service improvement.
• 11.2 Privacy Policy: All data collection and use will be subject to Homwy's Privacy Policy, which is incorporated by reference into this Agreement.