Contractor Terms and Conditions

1. Contractor Eligibility

To participate in the HPP program, you must:

• Hold a valid HVAC contractor license in all states where you perform work covered under HPP contracts
• Maintain general liability insurance of at least $1,000,000 per occurrence
• Be in good standing with applicable licensing boards and regulatory authorities
• Complete the HPP contractor enrollment process and receive written approval from HPP

HPP reserves the right to deny or revoke contractor enrollment at its sole discretion.

2. Program Participation

As an approved HPP contractor, you are authorized to:

• Offer HPP service contracts to eligible residential and light commercial customers
• Use the HPP mobile application and web portal to enroll customers and submit contracts
• Represent HPP service contracts in your service area as approved by HPP

You may not offer HPP service contracts outside of your approved service area without prior written consent from HPP.

3. Contract Enrollment and Submission

When enrolling a customer in an HPP service contract, you agree to:

• Accurately record all required information, including customer details, system information, and coverage selection
• Verify that the HVAC system meets HPP eligibility requirements prior to enrollment
• Submit all contracts through the HPP app or authorized web portal only
• Provide the customer with a copy of their service contract and coverage terms

HPP reserves the right to void any contract submitted with inaccurate or fraudulent information. Any commission paid on a voided contract may be subject to clawback.

4. System Eligibility Requirements

HPP service contracts may only be offered on systems that meet the following requirements at the time of enrollment:

• Residential or light commercial HVAC systems in good working condition
• Systems no older than 12 years from the original installation date
• Systems free of pre-existing conditions, known defects, or active failures
• Systems located in approved coverage states

You are responsible for verifying system eligibility before submitting a contract. HPP may audit submissions and request supporting documentation at any time.

5. Contractor Commissions

HPP will pay commissions to approved contractors for each valid service contract sold and submitted through the HPP program. Commission rates are established by HPP and communicated through the contractor portal or your HPP agreement.

Commissions are:

• Paid on a schedule determined by HPP, typically monthly
• Subject to chargeback or adjustment for voided, cancelled, or fraudulently submitted contracts
• Non-transferable and earned only by the approved contractor of record

HPP reserves the right to adjust commission rates upon 30 days written notice to active contractors.

6. Contractor Conduct and Representations

As an HPP contractor, you agree to:

• Represent HPP service contracts honestly and accurately to customers
• Not make representations about HPP coverage that exceed what is stated in the service contract
• Maintain professional conduct in all customer interactions related to HPP
• Not charge customers any fees in connection with HPP enrollment beyond the published contract price
• Notify HPP promptly of any customer complaints or disputes related to HPP contracts

HPP may terminate your enrollment immediately upon evidence of misrepresentation, fraud, or conduct that damages HPP’s reputation or customer relationships.

7. Intellectual Property

All HPP branding, logos, trademarks, app content, and marketing materials remain the exclusive property of HVAC Protection Plus, LLC. You are granted a limited, non-exclusive, revocable license to use HPP-provided materials solely for the purpose of marketing and selling HPP service contracts during your active enrollment.

You may not:

• Modify HPP branding or marketing materials without written approval
• Use HPP trademarks or branding after termination of your enrollment
• Create or distribute materials that could be confused with official HPP communications

8. Confidentiality

You agree to keep confidential all non-public information provided by HPP, including but not limited to pricing structures, commission rates, program terms, technology systems, and customer data. This obligation survives termination of your enrollment for a period of two (2) years.

9. Data and Privacy

In the course of participating in the HPP program, you may collect and transmit customer personal information through the HPP app and portal. You agree to:

• Collect only information necessary for HPP contract enrollment
• Handle all customer data in compliance with applicable privacy laws
• Not use customer information collected through HPP for any purpose other than HPP contract enrollment
• Notify HPP immediately of any suspected data breach or unauthorized access involving HPP customer data

HPP’s collection and use of customer data is governed by the HPP Privacy Policy.

10. Term and Termination

This Agreement remains in effect until terminated by either party. Either party may terminate this Agreement with 30 days written notice. HPP may terminate immediately for cause, including but not limited to:

• Fraudulent contract submissions
• Misrepresentation of HPP products to customers
• Loss of required licenses or insurance
• Violation of any material term of this Agreement

Upon termination, your access to the HPP app and portal will be revoked, and you must immediately cease representing HPP or using HPP materials.

11. Independent Contractor Status

You are an independent contractor, not an employee, agent, or partner of HPP. Nothing in this Agreement creates an employment relationship, joint venture, or partnership. You are solely responsible for your own taxes, insurance, workers’ compensation, and business expenses. You have no authority to bind HPP to any obligation or agreement.

12. Limitation of Liability

To the fullest extent permitted by law, HPP’s total liability to you for any claim arising out of or related to this Agreement shall not exceed the total commissions paid to you in the three (3) months immediately preceding the claim. HPP shall not be liable for any indirect, incidental, consequential, or punitive damages of any kind.

13. Indemnification

You agree to indemnify, defend, and hold harmless HVAC Protection Plus, LLC and its officers, directors, employees, and agents from and against any claims, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of or related to:

• Your breach of this Agreement
• Your misrepresentation of HPP products or services
• Your negligence or willful misconduct
• Any violation of applicable law in the course of your participation in the HPP program

14. Governing Law and Disputes

This Agreement is governed by the laws of the State of Florida, without regard to conflict of law principles. Any dispute arising out of or related to this Agreement shall be resolved through binding arbitration in Palm Beach County, Florida, in accordance with the rules of the American Arbitration Association. Each party waives the right to a jury trial.

15. Amendments

HPP reserves the right to amend these Contractor Terms and Conditions at any time. Updated terms will be communicated via email or through the HPP contractor portal. Your continued participation in the HPP program following notice of any amendment constitutes your acceptance of the revised terms.

16. Entire Agreement

This Agreement, together with any addenda or program-specific agreements executed between you and HPP, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings, negotiations, and representations.