LEAD GENERATION PILOT AGREEMENT

1.1 HVACScale is a marketing and lead-generation company. [Contractor legal name] ("Contractor") engages HVACScale to run advertising that invites homeowners who need heating or cooling work to ask to be contacted by a participating HVAC contractor, and to deliver those requests to Contractor as leads under this Agreement ("Leads").

1.2 This Agreement covers a pilot period followed by month-to-month service, as described in Section 2.

2.1 Pilot Term. This Agreement starts on the Effective Date. The pilot period runs for thirty (30) days starting on the date HVACScale delivers the first Lead to Contractor (the "Pilot Term").

2.2 Month to month. After the Pilot Term, this Agreement continues month to month until cancelled.

2.3 Cancellation. Either party may cancel this Agreement at any time, for any reason, with seven (7) days' written notice to the other party. Email is sufficient notice. There is no long-term commitment and no cancellation fee.

2.4 Unused budget on cancellation. Within thirty (30) days after cancellation takes effect, HVACScale will return to Contractor any prepaid budget not yet applied to delivered Qualified Leads, after applying any approved credits.

3.1 Flat price per lead. Contractor will pay a flat fee for each Qualified Lead equal to the Price per Lead for that job type set out in Schedule A (the "Price per Lead"). There is no retainer, setup fee or management fee.

3.2 Monthly budget. Contractor sets a monthly budget of $5,000 (the "Monthly Budget"). HVACScale will not deliver Leads beyond Contractor's prepaid balance without Contractor's written approval. Contractor may change its Monthly Budget for a future month by written notice before that month starts.

3.3 Prepayment. The first Monthly Budget is due when this Agreement is signed, and HVACScale will start campaigns within two (2) business days of receiving it. Each later Monthly Budget is due before the month it covers.

3.4 Rollover. Prepaid budget not used in a month, including approved credits under Section 6, rolls over to the next month.

3.5 Volume. HVACScale does not guarantee a minimum number of Leads in any period. Lead volume depends on consumer demand and advertising availability in the Service Area.

3.6 Price changes. HVACScale may change the Price per Lead for future months with at least thirty (30) days' written notice. Contractor may cancel under Section 2 if it does not accept the change.

4.1 Election. Contractor has chosen Option A, the flat Price per Lead described in Section 3 and Schedule A. No fee depends on whether a Lead becomes a customer or on the value of any job.

5.1 Lead types and Service Area. Leads are for AC replacement (central AC, ductwork add); furnace and boiler replacement (furnace, boiler); heat pump and mini-split (heat pump, mini-split, multi-zone); AC repair (not cooling, leak or ice); furnace and boiler repair (furnace, boiler); no heat (emergency) (furnace out, boiler out); tune-ups and maintenance plans involving consumers located in NY and NJ, or such narrower area as the parties agree in writing (the "Service Area"). Lead types and the Service Area may be expanded only by written agreement of both parties.

5.2 Qualified Lead. A "Qualified Lead" is a consumer who, through HVACScale's intake form: (a) provided a name and a working phone number; (b) answered HVACScale's screening questions (ZIP code; state; property type; homeowner or authorized by the owner; system type; system age; what do they need; timeline; ready to get quotes; interested in financing; already has quotes; best time to reach them; mobile phone); (c) is an owner of the home (or a landlord of a one- to four-unit property) in the Service Area who requested the type of work covered by this Agreement, and whose request is not a duplicate of a lead delivered to Contractor in the previous thirty (30) days; and (d) gave the documented consent described in Section 7. Verification method: phone-verified by SMS code before delivery.

5.3 Self-reported answers. Screening answers are reported by the consumer. HVACScale does not verify the facts of any consumer's answers and does not evaluate the merits of any request.

5.4 Delivery. HVACScale will deliver each Qualified Lead in real time to the delivery method selected by Contractor in the Pilot Order Summary. Each Lead includes the consumer's screening answers and a record of the consumer's consent.

5.5 Exclusivity. Each Lead delivered to Contractor is exclusive to Contractor. HVACScale will not sell, resell, share or deliver that Lead to any other contractor, lead buyer or third party. Contractor acknowledges that a consumer may independently contact other contractors.

6.1 Credit reasons. Contractor may request a credit for a delivered Lead if: duplicate lead; wrong or disconnected phone number; person denies submitting the request; outside the agreed service area; person is not the owner or authorized by the owner; commercial property (outside the offer).

6.2 Procedure. Contractor must flag the Lead by email to nicholas@hellonavigo.com within 3 days of delivery, stating the reason. HVACScale will review each request in good faith and respond within two (2) business days. Approved credits are added back to Contractor's budget balance at the price charged for that Lead.

6.3 What is not credited. Credits are never available because of an outcome: a Lead did not become a customer, patient or client, Contractor declined the matter, a job or case was not booked, signed, completed or won, or Contractor did not contact the Lead promptly. Leads not flagged within 3 days of delivery are final.

6.4 Sole remedy. Credits under this Section are Contractor's sole remedy for a Lead that does not meet the Qualified Lead definition.

7.1 Documented consent. HVACScale will deliver to Contractor only Leads for which it has obtained and recorded the consumer's prior express written consent, given by checking a separate, unchecked box, to be contacted by phone, text message and email, including by automated means, by a participating HVAC contractor (and by Contractor by name where Contractor's name is shown). The consent disclosure states that consent is not a condition of any service or purchase, that message and data rates may apply, and that the consumer may reply STOP to opt out. HVACScale stores the consent language, timestamp and submission details with each Lead and will provide that record to Contractor on request.

7.2 Contractor's contact obligations. Contractor will contact Leads only in a manner consistent with that consent and with applicable law, including the Telephone Consumer Protection Act, the Telemarketing Sales Rule, state telemarketing and do-not-call laws, and the CAN-SPAM Act. Contractor will promptly honor any opt-out or do-not-contact request and will tell HVACScale about opt-outs it receives so they can be recorded.

7.3 Responsibility. HVACScale is responsible for its consent-capture process. Contractor is responsible for its own calls, texts and emails to Leads.

8.1 The fees under this Agreement are payment solely for advertising and marketing services.

8.2 The fees are fixed per Lead. They are not contingent on whether any Lead becomes a customer, patient or client, whether any job, case or treatment is booked, signed, completed or won, or on the amount of any revenue, fee or recovery.

8.3 HVACScale will not receive, and Contractor will not pay, any share or percentage of Contractor's fees or revenue and any referral fee. Nothing in this Agreement gives HVACScale any interest in any matter, job or treatment.

8.4 HVACScale is a marketing and lead-generation company, not a contractor and not a referral guarantee. We never state that a contractor is licensed unless its license number has been verified for the state, and we never promise a price, a rebate or a tax credit. Contractors are independent, are responsible for their own state and local licensing (for example NYC DCWP home improvement, NJ master HVACR) and EPA 608 certification, and set their own quotes. Our fee is a flat price per lead that does not depend on whether a job is booked, quoted or won. Every lead carries a stored consent record naming the contractor.

9.1 HVACScale is a marketing and lead-generation company. It is not a contractor, does not perform or supervise HVAC work, and does not provide engineering, safety or code advice.

9.2 HVACScale does not recommend Contractor to consumers and does not guarantee Contractor's price, quality or availability. HVACScale's consumer-facing pages state that HVACScale is a marketing service, that a participating contractor may contact the consumer, and that the page is an advertisement.

9.3 Contractor alone decides whether to offer an estimate or accept any job and is solely responsible for the work it performs.

10.1 Contractor is solely responsible for holding every license, registration, permit and insurance policy required for the work it offers in the Service Area, and for compliance with applicable home improvement, contractor licensing, consumer protection and contract-disclosure laws.

10.2 Contractor is solely responsible for the accuracy of its estimates, pricing, financing terms and any statement it makes about rebates, incentives or tax credits. HVACScale does not make any rebate or incentive representation on Contractor's behalf.

10.3 Contractor represents that it is properly licensed and insured in each jurisdiction where it will perform work for Leads.

11.1 Use of Lead data. Contractor will use Lead data only to contact the consumer about their request and to provide the requested services, and will not sell, share or transfer Lead data to any third party except as needed to serve the consumer or as required by law.

11.2 Security. Each party will protect Lead data in its possession with reasonable administrative, technical and physical safeguards, and will notify the other party without undue delay of any unauthorized access to that data.

11.3 HVACScale records. HVACScale may keep Lead and consent records as needed to prove consent, handle credits and billing, and meet legal obligations. HVACScale will not use a Lead delivered to Contractor for any other buyer.

11.4 Confidentiality. Each party will keep confidential the other party's non-public business information, including pricing, campaign data and the terms of this Agreement, and will use it only to perform this Agreement.

12.1 HVACScale does not guarantee any number of Leads, contact rates, appointments, customers, patients, clients, outcomes or revenue. Except as stated in this Agreement, the services are provided "as is".

13.1 Neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, arising out of this Agreement.

13.2 Each party's total liability under this Agreement is limited to the fees Contractor paid to HVACScale in the three (3) months before the event giving rise to the claim.

13.3 These limits do not apply to a party's indemnification obligations, a breach of Section 11, or a party's gross negligence or willful misconduct.

14.1 HVACScale will defend and indemnify Contractor against third-party claims arising from HVACScale's advertising content or its consent-capture process, including claims that a Lead was delivered without the consent described in Section 7.

14.2 Contractor will defend and indemnify HVACScale against third-party claims arising from Contractor's communications with Leads, Contractor's services, or Contractor's breach of Section 7, 10 or 11.

15.1 This Agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws rules. The state and federal courts located in New York County, New York have exclusive jurisdiction over any dispute arising from this Agreement.

16.1 The parties are independent contractors. This Agreement creates no partnership, joint venture or agency.

16.2 This Agreement is the entire agreement between the parties on its subject and may be changed only in a writing signed by both parties.

16.3 Neither party may assign this Agreement without the other's written consent, except to a successor to all or substantially all of its business.

16.4 Notices may be sent by email to the addresses on this Agreement. Notices to HVACScale go to nicholas@hellonavigo.com.

16.5 Typed signatures and electronic acceptance of this Agreement are binding.

16.6 If any provision is unenforceable, the rest of this Agreement remains in effect. Sections 6, 4, 8, 11, 13, 14 and 15 survive cancellation.