GENIUS HVAC, INC.
CONTRACTOR TERMS OF SERVICE AGREEMENT

2.1 Nature of Relationship. Genius HVAC appoints Contractor as a recipient of its lead generation services solely for the purpose of receiving Leads or Booked Appointments (or both, depending on the Program selected by the Contractor), and Contractor accepts such appointment on a non-exclusive and non-transferable basis.

2.2 Independent Contractor. It is expressly agreed that Contractor is acting as an independent contractor and not as an agent, employee, partner, joint venturer, or legal representative of Genius HVAC for any purpose whatsoever. Neither Party may bind the other to any third-party obligations.

2.3 Non-Exclusivity. Nothing in this Agreement shall be construed to create an exclusive relationship between Genius HVAC and Contractor.

3.1 Lead Generation Services. During the Term of this Agreement, Genius HVAC shall use commercially reasonable efforts, consistent with industry standards, to identify potential Consumers in need of HVAC services and to generate Leads and/or Booked Appointments. Based on the Contractor’s selected Program, Genius HVAC shall provide the Contractor with either Booked Appointments only or both unbooked Leads and Booked Appointments.

3.2 Delivery Mechanism. Leads and Booked Appointments shall be delivered via the Platform, or such alternative method as Genius HVAC may designate from time to time.

3.3 Right to Modify or Suspend Services. Genius HVAC may modify, upgrade, suspend, or discontinue any aspect of the Services at its sole discretion, subject to any notice requirements in Section 7.

4.1 Default Program. The default Program shall be Leads and Booked Appointments. Contractor acknowledges and agrees that, based on industry data and prior experience:

• 4.2.1 Contractor acknowledges and agrees that a substantial portion of unbooked Leads may fail to respond to initial or subsequent outreach efforts and may require multiple follow up attempts and extended nurturing, with no assurance of conversion into customers.
• 4.2.2 Contractor shall be solely and exclusively responsible for all outreach, follow up, contact, and conversion efforts relating to unbooked Leads. Genius HVAC has no obligation to participate in, assist with, or ensure the success of any such efforts.

4.3 Warning and Acknowledgment. Contractor assumes all risk associated with Consumer non-responsiveness, non-conversion, or failure to generate revenue from unbooked Leads and shall not be entitled to any refund, credit, fee adjustment, or other relief from Genius HVAC on such basis, except as expressly provided in Section 9.

5.1 Service Fees. Contractor shall pay Genius HVAC the following Service Fees, subject to amendment in accordance with Section 7 and any applicable Discounts:

• $50.00 per Lead provided to Contractor.
• $250.00 per Booked Appointment.

5.2 Discounts. Fees may be reduced, at Genius HVAC’s sole discretion, if one or more third-party partners (e.g., distributor, manufacturer) subsidize or share the cost of the lead; such Discounts shall be reflected in the pricing schedule published by Genius HVAC or by written notice to the Contractor.

5.3 Invoicing and Payment. All Fees shall be invoiced in accordance with Genius HVAC’s then-current invoicing procedures. Contractor shall pay all amounts due immediately upon invoice, by electronic funds transfer, credit card, automatic debit, or such other method as Genius HVAC may approve.

5.4 No Right of Setoff or Withholding. Contractor shall not be entitled to withhold, set off, or delay payment of Fees for any reason except only as expressly permitted in Section 9.

5.5 Prohibition on Chargebacks. The Parties agree that all Fees are due in full and are final, except as expressly provided in Section 9. Except in cases of demonstrable payment processor error or fraud unrelated to Lead quality, Contractor irrevocably waives any right to initiate, contest, or pursue any chargeback, payment reversal, or dispute with any payment processor or credit card provider with respect to Fees billed or paid for Leads or Booked Appointments. Any such action shall constitute a material breach of this Agreement.

6.1 Exclusive Leads. Genius HVAC will, to the best of its ability and within the structure of its Platform, provide Leads and Booked Appointments on an exclusive basis to the Contractor and shall not sell or disclose the same Lead or Appointment to more than one Contractor during any contracting period.

6.2 No Warranty of Conversion. Contractor acknowledges and agrees that lead generation services are inherently variable, that conversion depends on numerous factors beyond Genius HVAC’s control, and that fees are paid solely for access to potential opportunities and not for guaranteed outcomes. Contractor further acknowledges that the exclusive provision of Leads does not guarantee any sales, jobs, revenue, or profitability.

7.1 Right to Modify. Genius HVAC may, at its sole discretion, modify any aspect of the Program, including Service Fees, Lead types, Discounts, invoicing methods, or Program features. Unless otherwise waived by the Contractor in writing, Genius HVAC shall provide at least fourteen (14) days’ advance written or electronic notice of any material change.

7.2 Binding Effect of Amendments. Unless Contractor provides written notice of termination of this Agreement within such notice period, continued use of the Platform or acceptance of any Lead or Booked Appointment after the effective date of such modification shall constitute Contractor’s binding acceptance of the revised terms.

8.1 Compliance and Licensing. Contractor represents and warrants that it holds all licenses, registrations, authorizations, and insurance required under applicable law to perform the services for which the Leads and Booked Appointments are intended.

8.2 Use of Leads. Contractor will only use Consumer information provided by Genius HVAC for the legitimate purpose of providing HVAC services and not for resale, sharing, or any non-permitted marketing.

8.3 Data Privacy. Contractor shall maintain the confidentiality and security of all Consumer data received, comply with all applicable privacy and data protection laws (including, but not limited to, the California Consumer Privacy Act (CCPA) and similar laws, if applicable), and notify Genius HVAC promptly in the event of any suspected data breach.

8.4 Prohibited Acts. Contractor will not (a) attempt to reverse engineer, copy, or otherwise use Genius HVAC’s Platform or content for competitive purposes, (b) engage in any improper, unethical, or unlawful solicitation using data provided by Genius HVAC, or (c) mislead or misrepresent the origin or purpose of any Consumer outreach.

9.1 Limited Right to Challenge Leads. Contractor may, within seventy-two (72) hours of receipt of a Lead or Booked Appointment, dispute its validity solely on the basis that the referred Consumer was not a real human being (e.g., manifestly invalid or bot-generated), provided that such challenge is submitted through Genius HVAC’s prescribed review process and is accompanied by satisfactory supporting evidence.

9.2 Review and Determination. Genius HVAC shall, in its sole reasonable discretion, investigate the challenge and make a final determination as to whether a credit shall be issued to the Contractor’s account. The decision of Genius HVAC shall be final, binding, and not subject to further appeal or remedy except in the case of demonstrable bad faith or manifest error.

9.3 No Refunds or Credits Otherwise. Under no circumstances shall Contractor be entitled to any refund or credit for any Lead or Booked Appointment on the basis of (a) failure to make a sale, (b) Consumer’s lack of responsiveness, (c) Consumer’s decision not to contract for services, or (d) Contractor’s failure to follow up or convert a Lead, except as expressly permitted herein.

9.4 Exclusive Remedy. Contractor’s right to submit Leads for review under this section constitutes its sole and exclusive remedy for disputes relating to Lead quality, validity, or payment, and all other rights and remedies are hereby expressly waived.

9.5 Failure to Timely Dispute. If no dispute is raised within the seventy-two (72) hour period, Contractor is deemed to have irrevocably accepted the Lead or Booked Appointment and waives all rights to later challenge its validity or seek credit.

10.1 Ownership. All rights, title, and interest in or to the Platform, underlying technology, software, trade names, brands, methodologies, marketing materials, and all data and information supplied to Contractor (other than Consumer data) remain the sole and exclusive property of Genius HVAC.

10.2 Permitted Use. Contractor may access and use the Platform and materials only as expressly permitted under this Agreement and for no other purpose.

11.1 Obligation. Each Party shall, both during and after the Term, maintain in strict confidence all non-public business, technical, and financial information (Confidential Information) of the other Party. Confidential Information of Genius HVAC includes, without limitation, all information regarding its marketing strategies, pricing models, and business operations.

11.2 Exclusions. Information that is or becomes generally available to the public through no breach of this Agreement, or was lawfully known prior to disclosure, or is required to be disclosed by law or court order (with prompt notice to the disclosing Party, where lawful), shall not be deemed Confidential Information.

11.3 Non-Disparagement. Neither Party shall knowingly make false or misleading public statements about the other relating to this Agreement or the services provided hereunder.

12.1 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, GENIUS HVAC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING AS TO THE ACCURACY, QUALITY, SUITABILITY, OR CONVERTIBILITY OF LEADS, THE PLATFORM, OR ANY SERVICES PROVIDED HEREUNDER.

12.2 No Guarantee of Results. GENIUS HVAC DOES NOT WARRANT OR GUARANTEE THAT ANY LEAD OR BOOKED APPOINTMENT WILL RESULT IN ANY SALE, CONTRACT, PROFIT, OR SPECIFIC OUTCOME FOR CONTRACTOR.

12.3 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL GENIUS HVAC’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY CONTRACTOR TO GENIUS HVAC IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

12.4 Indemnification. Contractor shall defend, indemnify, and hold harmless Genius HVAC and its affiliates, officers, directors, employees, and agents from and against any litigation, claim, liability, damages, loss, or expense (including reasonable attorneys’ fees) arising out of or relating to Contractor’s (a) breach of this Agreement, (b) violation of law or regulations, (c) use or misuse of Consumer data, or (d) acts or omissions in connection with services provided to Consumers.

13.1 Term. Unless terminated earlier in accordance with this Section, this Agreement shall commence on the Effective Date and continue until terminated by either Party upon 30-days’ notice.

13.2 Termination For Convenience. Either Party may terminate this Agreement at any time, for any reason or no reason, upon written or electronic notice to the other Party, which shall become effective immediately or on such later date as specified in the notice.

13.3 Termination For Cause. Genius HVAC may terminate this Agreement immediately upon notice if Contractor (a) breaches any material provision of this Agreement and fails to cure within five (5) business days of notice, (b) fails to pay any undisputed Fees when due, or (c) engages in fraudulent, unlawful, or improper conduct.

Additionally, Genius HVAC may suspend or limit delivery of Leads if Contractor exhibits repeated non-responsiveness to Consumers, improper solicitation practices, or conduct likely to harm Consumer trust.

13.4 Effect Of Termination.

• 13.4.1 Fees for all Leads and Booked Appointments delivered prior to termination remain immediately due and payable.
• 13.4.2 Sections of this Agreement that by their nature should survive termination (including but not limited to Confidentiality, Limitation of Liability, and Indemnity) shall remain in full force and effect.

14.1 Internal Dispute Process. Any dispute or claim arising under this Agreement (other than challenges under Section 9) shall first be submitted in writing to the other Party for good faith resolution discussions.

14.2 Waiver of Class Actions. To the maximum extent permitted by law, the Parties waive any right to participate in any class, collective, or representative action, with all disputes to be resolved only on an individual basis.

14.3 Mandatory Arbitration. Except as otherwise prohibited by applicable law, all disputes that cannot be settled through direct negotiation within thirty (30) days shall be finally resolved by binding arbitration in Sacramento, California, pursuant to the rules of the American Arbitration Association then in effect. Judgment upon the arbitral award may be entered in any court of competent jurisdiction. The arbitrator shall have authority to award attorneys’ fees only where expressly permitted under this Agreement or applicable law.

14.4 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflict of law principles. For any action permitted to be brought in court, venue shall exclusively lie in the courts located in Sacramento, California.

15.1 Entire Agreement. This Agreement constitutes the full and entire agreement between the Parties regarding its subject matter, and supersedes all prior or contemporaneous understandings, contracts, or terms (oral or written).

15.2 Attorneys' Fees. In the event of any dispute, claim, action, arbitration, or proceeding arising out of or relating to this Agreement, including any action to enforce or collect amounts owed hereunder, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses, including those incurred prior to the commencement of formal proceedings, in addition to any other relief to which such Party may be entitled.

15.3 Amendments and Updates. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and posted or transmitted to Contractor in accordance with Section 7.

15.4 Assignment. Contractor may not assign or delegate any rights or obligations hereunder without the prior written consent of Genius HVAC. Genius HVAC may assign this Agreement in whole or in part to any Affiliate or successor in interest.

15.5 No Third-Party Beneficiaries. Except as expressly stated, nothing in this Agreement creates any rights, obligations, or benefits for any person or entity other than the Parties.

15.6 Notices. All notices under this Agreement must be in writing and shall be deemed given if delivered by email, the Platform’s electronic notification functionality, recognized courier service, or certified mail to the address or email address on file for the relevant Party.

15.7 Force Majeure. Neither Party shall be liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including, without limitation, acts of God, government authority, pandemic, war, or internet failures.

15.8 Severability. If any provision, or portion thereof, of this Agreement is held unlawful, invalid, or unenforceable, the remaining provisions shall remain in full force and effect.

15.9 Waiver. No waiver by either Party of any right, remedy, or provision under this Agreement shall be effective unless in writing, nor shall any waiver constitute a continuing waiver of the same or other provisions.

15.10 Headers. The section titles in the Agreement are for convenience only and have no legal or contractual effect.

16.1 Click-Through or Electronic Acceptance. Contractor’s acceptance of this Agreement by click-through or other electronic means, or by any continued use of the Platform, constitutes execution and binding acceptance of all terms.