Lots 2 Sleep™ Lot Hunter Independent Representative Agreement

Version 2.0 · Effective November 2026, with app version 1.16.0 (wording updated Nov 9, 2026: "paid hour" instead of "rented", same meaning) · Between Lots 2 Sleep LLC, a Utah limited liability company, 991 Shepard Lane, Suite 210, Farmington, UT 84025, hello@lots2sleep.com ("Lots 2 Sleep," "we," "us") and the person who signs below ("you")

This is a written commission agreement under the Utah Sales Representative Commission Payment Act (Utah Code Title 34, Chapter 44). You sign it electronically (Section 23). You can download or print it from this page at any time, and we will email you a copy if you ask.

1. What you do

1. You may look for owners of parking lots near highway exits, such as gas stations, churches, businesses and empty lots, who may want to list with Lots 2 Sleep, and invite them to sign up using your personal Lot Hunter link.
2. Owners create their own accounts, list their own lots, and enter their own details. You don't sign anything for them, and you don't sell anything to drivers.
3. We decide whether to approve any lot, using our normal review. We may turn down or remove any lot.

2. Who can be a Lot Hunter

1. You must be 18 or older, live in the United States, have a Lots 2 Sleep account in good standing, and be approved by us. You must also give us a completed IRS Form W-9 before your first payout (Section 13).
2. For now, you can't be a Lot Hunter if you live in California, Massachusetts, New Jersey or Illinois. A lot located in California, Massachusetts or New Jersey earns you only what a regular member would earn for it (Section 6.4). We will tell you if this changes.

3. You are an independent contractor

1. You are an independent contractor. You are not our employee, agent, partner or franchisee.
2. You control your own work. You decide whether to work at all, when, where, how often, whom you approach, and how. You use your own tools, phone and vehicle.
3. No quotas and no required reports. We don't require a number of visits, lots or hours, daily logs, check-ins, meetings, training or a dress code. Any scripts, plans, methods, pamphlets or tips we give you (including the Lot Hunter Sales Manual) are optional suggestions. The only rules you must follow are in Section 10, and they are about honesty, the law and respect for property.
4. We don't pay wages, salary, hourly pay, overtime, benefits, expense payments, workers' compensation or unemployment insurance. We don't hold back taxes, except backup withholding if the law requires it (Section 13).
5. No promise of a job. As we grow and open paid jobs, strong Lot Hunters will be among the first we think of. No job or promotion is promised. Any paid job we offer in the future would be a regular employee (W-2) position under a separate offer.

4. Not exclusive

You have no exclusive territory, exits, cities or owners. Other Lot Hunters, members and Lots 2 Sleep itself may contact the same owners. You are free to do other work and to represent other businesses at the same time, as long as you don't use our confidential information for a competitor (Section 15).

5. No fees, ever, and no pay for recruiting

1. We never charge you anything to become or stay a Lot Hunter, and you never have to buy anything from us: no sign-up fee, starter kit, training, materials or background check fee. If anyone asks you for money in our name, tell us at hello@lots2sleep.com.
2. We pay nothing for recruiting other Lot Hunters. You earn only from paid stays at Hunter Lots.

6. How your commission is figured

1. Hunter Lot. A Hunter Lot is a parking lot that: (a) is listed by an owner who created their Lots 2 Sleep account using your Lot Hunter link after you signed this agreement and while it was in effect (your link does not link owners to you until you sign); (b) is at a property that was never listed on Lots 2 Sleep before; and (c) we approve. One property counts as one lot, even if it is split into several listings.
2. Completed, paid stay. A booking at a Hunter Lot where the stay has ended and we have received the payment for it. Cancelled bookings, no-show charges and unpaid amounts do not count.
3. Paid hours. The number of hours the driver booked and paid for in a completed, paid stay, including any extra hours they added and paid for.
4. Your commission. For each Hunter Lot, your commission is $2.00 for every paid hour of every completed, paid stay at that lot during its 12-month window. Each lot earns separately, even if the same owner lists several lots. There is no limit on how many Hunter Lots you can have or how much you can earn. For a Hunter Lot located in California, Massachusetts or New Jersey, you earn only what a regular member would earn for that lot under the Referral Rewards Rules. Your commission is paid from Lots 2 Sleep's share; it never reduces the lot owner's share.
5. 12-month window. Only stays that end within 12 months after the lot goes live on Lots 2 Sleep (the day we approve it and drivers can book it) count. After that, the lot stops earning commission for you.
6. Example. At a standard lot, a 1-hour stay costs the driver $5.00: you get $2.00 and the owner gets $2.00. A 3-hour stay pays you $6.00. If one of your lots gets 100 paid hours in its first year, you earn $200 from that lot. These are examples only, not promises: many lots will get fewer paid hours, and some none at all.
7. No stays, no commission. If a Hunter Lot never has a completed, paid stay in its 12-month window, you earn nothing for it.
8. Stays that don't count: stays booked or paid by you, by anyone in your household, or by the lot's owner or staff.
9. Lots that don't count: lots owned or managed by you, your spouse or partner, your parent, child, brother, sister, grandparent or grandchild, or anyone who lives with you; lots whose owner signed up through someone else's link; and lots gained through fraud or by breaking Section 10.
10. One payment per lot. A Hunter Lot pays Lot Hunter commission only. It does not also pay a regular referral reward.
11. Refunds and chargebacks. If a stay we counted is later refunded, partly refunded or charged back (and the chargeback is not decided in our favor), the commission from that stay is reduced by the same amount. If it was already paid, we subtract it from your future commission and show it on your statement.
12. Your statement. The app shows each of your Hunter Lots, its status, and how much you have earned for it.

7. When commission is earned, due and paid

1. Earned: commission is earned when a completed, paid stay at a Hunter Lot ends and we have received the payment.
2. Due: all commission earned in a calendar month is due, and paid, by the 15th of the next month. We usually pay with our regular monthly payments around the 5th. Example: commission earned in March is paid by April 15.
3. Any amount. There is no minimum payment.
4. How: through Venmo, PayPal, Cash App or Zelle, sent from Lots 2 Sleep's business accounts. Commission is only sent to you; it is never given as stay credit. We pay any fee the payment app charges us to send. You must give us correct payment details. We are not responsible for a payment sent to the details you gave us.
5. If we can't pay you because we don't have your W-9 or correct payment details, we hold the money for you and pay it within 14 days after you give us what is missing. It stays yours. If we still can't reach you, we handle the money under Utah's unclaimed property law.
6. Review. If we reasonably believe a stay may be fraudulent, we may hold the commission from that stay for up to 60 days while we check, and we will tell you why. If the stay is real, we pay it with the next monthly payment.
7. We will never make a partial payment on the condition that you give up a claim to the rest.

8. Commission after this agreement ends

1. If either of us ends this agreement, for any reason, every Hunter Lot whose owner signed up before the end date keeps earning commission for you until its 12-month window ends.
2. Commission that was already earned when the agreement ended is paid within 30 days after the end date (and by the 15th, if that is sooner).
3. Commission earned after the end date is paid on the normal schedule, by the 15th of the month after it is earned, which is within the time Utah law requires.
4. We will not end this agreement, or turn down or remove a lot, in order to avoid paying commission you would otherwise earn.
5. The only exception is commission on lots or stays that involved fraud, which was never earned.

9. Changes to the commission

We may change the commission amount, for new and existing Hunter Lots, without needing your approval. We will email you at least 30 days before the change takes effect, and it applies only to stays that end after that date. A change never takes away commission you have already earned. If you don't agree with a change, you can end this agreement (Section 19).

10. Rules you must follow

These are the only required rules. They exist to keep things honest and legal.

1. Honest pitches. Describe Lots 2 Sleep only the way our website and the Lot Owner Agreement do. Say only what is in the Lot Owner Agreement about money, rules and responsibilities.
2. Use our words. Lots 2 Sleep offers short rests by the hour, $5 an hour (drivers may add more hours if they need them). The driver buys a Parking License from the lot owner, and Lots 2 Sleep collects the payment and issues the license as the owner's limited agent. Use the approved wording and materials we give you. Never tell an owner that local laws allow drivers to rest on a lot or that a lot needs no permit: under the Lot Owner Agreement, each owner is responsible for the laws and rules that apply to their own lot.
3. Say who you are. Tell owners you are an independent Lot Hunter and that you earn a commission if they sign up.
4. No earnings promises. Never promise or estimate how much an owner will earn. Say "you earn for every booked hour" and leave it there.
5. Things never to say: never call a lot "safe" or "secure"; never say Lots 2 Sleep insures, checks or guarantees a lot or a driver; never give legal or tax advice; never describe stays as "overnight," camping, hotel or rentals; and never suggest spots are for sleeping off alcohol or drugs.
6. Respect property. Never go onto property with a "No Soliciting" or "No Trespassing" sign, never enter closed or fenced property, and leave right away when asked. We recommend you visit businesses in public areas, in daylight, during open hours.
7. Follow the law, including local permit rules for visiting businesses, the federal CAN-SPAM Act for emails, and the Telephone Consumer Protection Act and Do-Not-Call rules for texts and calls. Don't text or call anyone about Lots 2 Sleep unless they agreed to hear from you. Never send mass or automated texts, calls or emails. Business emails must include our mailing address (991 Shepard Lane, Suite 210, Farmington, UT 84025) and a way to opt out, and you must honor opt-outs.
8. No paid ads that use the Lots 2 Sleep name, logo or a misspelling of it. On your own social media, start any post about Lots 2 Sleep with "#ad".
9. Hands off owner accounts. Never ask for or collect an owner's banking details, ID, tax number or passwords, and never fill in or sign anything for them.
10. Never drive drowsy.
11. Follow the sharing rules in the Referral Rewards Rules, Section 9.

11. No authority to bind Lots 2 Sleep

You can't sign contracts, accept or approve lots, set or change prices, make promises or give discounts, or speak to the news media for Lots 2 Sleep. Nothing you say binds Lots 2 Sleep.

12. Your costs, vehicle and insurance

1. You pay all your own costs, including your phone, vehicle, fuel, parking, printing and any permits.
2. You keep your own vehicle insurance as the law requires. You are responsible for your own injuries and losses while doing this work. We don't provide workers' compensation or any insurance for you.
3. If you do this often, we recommend you carry your own general liability insurance.

13. Taxes

1. You give us a completed IRS Form W-9 before your first payout. Until we have it, we hold your commission for you (Section 7.5). We keep it private and use it only for tax reporting.
2. You are responsible for your own taxes. We send you and the IRS Form 1099-NEC (or any other form the law requires) when your commission in a calendar year reaches the IRS reporting level ($2,000 for 2026). If the law requires it, we hold back backup withholding.

14. Our name and materials (limited license)

We give you a limited, personal, non-exclusive permission to use the Lots 2 Sleep name, logo, pamphlets and templates only to do the work in Section 1, and only without changing them. You may not create your own Lots 2 Sleep website, social media account, business name, email address or ads. Our name and materials stay ours. This permission ends when this agreement ends, or sooner if we ask you to stop using a particular item.

15. Lead lists and confidential information

1. Lead lists are given "as is." Any list of businesses or lots we give you is built from public sources and may be wrong, out of date, or include places that don't allow soliciting. We don't promise that any business on it will talk to you or sign up. Check every place yourself before you visit or contact it.
2. Keep them private. Lead lists, owner information, reports and our business plans are confidential. Use them only for this agreement. Don't share, sell or post them.
3. While this agreement is in effect and for 12 months after, don't use our confidential information to steer owners you found through us to a competing service.
4. When this agreement ends, or when we ask, delete or return our confidential information.

16. Privacy of owner information

1. Collect only what you need to follow up with an owner: name, business name, business address, business phone, business email and notes about your conversation.
2. Keep that information private. Use it only to invite the owner to Lots 2 Sleep. Never sell or share it. Anything you keep outside the Lots 2 Sleep app (paper notes, your phone's contacts, a spreadsheet), delete when you are done or when the owner or we ask.
3. Notes in the app stay with Lots 2 Sleep. Owner information and notes you save in the Lots 2 Sleep app (for example, on a lot you tag on the map) are part of our records. You can add to them but not delete them, and they stay with Lots 2 Sleep if this agreement ends, so every lot can still be followed up. Write only facts about the business and your conversation, nothing personal or unkind about anyone.
4. If an owner asks you to stop contacting them, stop.
5. Tell us at hello@lots2sleep.com right away if owner information you hold is lost or seen by someone who should not have it.

17. Covering losses (indemnity)

You agree to cover Lots 2 Sleep's losses, including reasonable lawyer fees, from claims by others caused by your breaking this agreement, your breaking the law, or your carelessness while doing this work. We are responsible for our own conduct.

18. Limits of liability

1. As far as the law allows, neither of us is responsible to the other for lost profits or for indirect, special or punitive damages.
2. As far as the law allows, our total responsibility to you under this agreement, apart from commission, is limited to the greater of $100 or the commission we paid you in the 6 months before the claim.
3. These limits never reduce commission you have earned, and they do not limit any right or remedy you have under the Utah Sales Representative Commission Payment Act.

19. Ending this agreement

1. Either of us can end this agreement at any time, for any reason, by email. You can email hello@lots2sleep.com; we will email the address on your account. It ends on the date the email is sent, unless the email names a later date.
2. When it ends, your Lot Hunter link stops creating new Hunter Lots, and you must stop using our name and materials. Section 8 explains how commission keeps being paid.
3. Sections 6 (for lots already signed up), 7, 8, 13, 15, 16, 17, 18, 20 and 21 continue after this agreement ends.

20. Disputes: Utah law and arbitration

1. Utah law applies to this agreement, along with federal law where it applies.
2. Talk first. Before starting arbitration, the person with the claim must email the other a written notice describing the claim and what they want. We will both try in good faith to settle it for 60 days. Deadlines to bring the claim are paused during those 60 days.
3. Binding arbitration. If it isn't settled, any dispute about this agreement or your work as a Lot Hunter will be decided by binding arbitration with the American Arbitration Association (AAA), under the AAA rules that AAA decides apply, with AAA's mass arbitration rules controlling if they apply. If the AAA is unavailable or declines to administer the arbitration, we will agree on another arbitration provider; if we cannot agree within 30 days, either of us may ask a court to appoint one under 9 U.S.C. § 5. Either way, the dispute is still decided by private arbitration, not in regular court. Hearings may be held by video. You pay no more than $250 of AAA's filing fees; we pay the rest of AAA's fees and the arbitrator's fees.
4. Small claims. Either of us may instead bring a claim in small claims court in Davis County, Utah, or in the county where you live, if it qualifies.
5. Your full rights. The arbitrator can award every remedy a court could, including the extra damages, lawyer fees and costs allowed by the Utah Sales Representative Commission Payment Act.
6. One at a time. Claims are brought only on an individual basis, not as a class or group action, and we both give up the right to a jury trial.
7. Who decides. The arbitrator decides any question about whether this section applies or can be enforced, except that a court decides questions about the class action waiver.
8. 30-day opt-out. You can opt out of arbitration by emailing hello@lots2sleep.com within 30 days after you sign this agreement, with your name and "I opt out of arbitration." If you opt out, disputes go to the state or federal courts for Davis County, Utah.

21. General terms

1. Whole agreement. This agreement and the Referral Rewards Rules are the whole agreement about your work as a Lot Hunter. If they conflict, this agreement controls.
2. Changes to this agreement must be in writing (email is fine), except as Section 9 allows.
3. Notices are sent by email. Legal notices to us may also be mailed to Lots 2 Sleep LLC, Attn: Legal, 991 Shepard Lane, Suite 210, Farmington, UT 84025.
4. You may not transfer this agreement to anyone else. We may transfer it to a company that takes over our business, and that company must honor commission you have earned.
5. If any part of this agreement can't be enforced, the rest still applies.
6. If we don't enforce a part of this agreement right away, we can still enforce it later.

22. Your copy

You can open this page at any time to read, print, save as PDF or download this agreement. When you sign, we keep a record of the items listed in Section 23: your account, your typed name (or the signed page you uploaded), the date and time, the agreement version, your device's internet (IP) address and browser information (user agent). We keep this record even if you close your account. You can ask for a copy showing them at hello@lots2sleep.com at any time, and we will email it to the email on your account.

23. Signatures

Lots 2 Sleep LLC signs this agreement electronically, by Jim Elliott, its sole member. Our signature is given when we activate you as a Lot Hunter.

You sign in the app, after we approve you and before your Lot Hunter link is turned on, by checking this box and typing your full legal name:

☐ I have read and agree to the Lot Hunter Independent Representative Agreement, version 2.0, and the Referral Rewards Rules. I understand I am an independent contractor paid only by commission: $2 for every paid hour at each lot I bring in, for 12 months after it goes live, paid from Lots 2 Sleep's share. I may earn nothing if my lots get no paid hours. I am responsible for my own taxes, and I will give Lots 2 Sleep a W-9 tax form before my first payout. I am signing electronically.

Full legal name: ______________________

Prefer paper? Use Print or save as PDF below, sign it by hand, and upload a photo or scan of the signed page in the app. Your Lot Hunter link turns on after we check it. Questions? Email hello@lots2sleep.com.

Your checkbox and typed name are your electronic signature, and they have the same effect as a handwritten signature. When you sign, we record your account, your typed name (or the signed page you uploaded), the date and time, the agreement version (1.1), your device's internet (IP) address and browser information (user agent). We keep this record even if you close your account.

Questions: hello@lots2sleep.com · Lots 2 Sleep LLC, 991 Shepard Lane, Suite 210, Farmington, UT 84025.