MAINSTREET MEP® REFERRAL PARTNER PROGRAM AGREEMENT

HVAC Office Solutions LLC dba Mainstreet MEP®

Effective Upon Electronic Acceptance | Governing Law: State of Oklahoma

Thank you for your interest in becoming a referral partner with Mainstreet MEP®.

This Referral Partner Program Agreement ("Agreement") is a legally binding contract between HVAC Office Solutions LLC, an Oklahoma limited liability company doing business as Mainstreet MEP® ("Company," "we," or "us"), and the approved applicant ("Referral Partner," "you," or "your"). This Agreement governs your participation in the Mainstreet MEP® Referral Partner Program ("Program").

By completing the referral partner application, electronically accepting this Agreement, and/or participating in the Program, you confirm that you have read, understood, and agree to be legally bound by this Agreement. If you do not agree, do not apply for or participate in the Program.

Referral Partner agrees to comply with all applicable federal, state, and local laws and regulations, including, as applicable:

• The Federal Trade Commission Act (15 U.S.C. §45)
• FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255)
• FTC Rule on the Use of Consumer Reviews and Testimonials
• The CAN-SPAM Act
• The Telephone Consumer Protection Act and applicable telemarketing laws
• The Telemarketing Sales Rule, where applicable
• Applicable state consumer protection, telemarketing, privacy, and data security laws

1. Approval or Rejection of Application

Company reserves the right, in its sole discretion, to approve or reject any referral partner application for any lawful reason or no stated reason. Approval may be revoked or participation terminated in accordance with this Agreement. Company's decision regarding approval or rejection is final.

2. Commissions and Payment Terms

2.1 Commission Structure

Referral Partner shall receive the commission rate specifically assigned to Referral Partner by Company for the applicable campaign, product, or subscription. Commission rates may vary by Referral Partner, campaign, product, or promotional arrangement.

Referral Partner's applicable commission rate will be communicated by Company in writing, displayed in the Referral Partner's affiliate portal or campaign details, or otherwise documented in Company's referral tracking system. Company's records of the commission rate assigned to Referral Partner shall control absent manifest error.

Unless Company expressly states otherwise for a particular campaign, commissions apply only to qualifying recurring subscription revenue actually collected by Company and do not apply to setup fees, implementation fees, one-time fees, consulting fees, add-on services, taxes, refunds, credits, discounts, or other non-subscription charges.

Recurring commissions remain payable only while all of the following remain true: (a) the referred customer maintains an active qualifying subscription; (b) Company successfully collects the applicable subscription payment; (c) Referral Partner remains an active participant in the Program and in good standing; and (d) the Program and applicable campaign remain in operation.

No commissions will accrue on subscription payments collected after Referral Partner's termination from the Program unless Company expressly agrees otherwise in writing.

Company may modify a Referral Partner's commission rate or commission structure upon thirty (30) days' written notice. Any rate change will apply prospectively beginning on the effective date stated in the notice. Continued participation after the effective date of the change constitutes acceptance of the revised commission terms.

2.2 Referral Tracking, Cookies, and Attribution

Company may track referrals using Company-issued affiliate or referral links, tracking cookies, coupon codes, campaign attribution records, or other tracking methods designated by Company.

Unless otherwise stated for a particular campaign, referral tracking cookies will remain eligible for attribution for sixty (60) days following a qualifying referral click.

Referral tracking applies only to products, subscriptions, funnels, campaigns, or offers for which Referral Partner has been approved and which Company has designated as eligible for commissions.

Where more than one Referral Partner may otherwise qualify for attribution, Company's records of the first eligible Referral Partner attribution shall control unless a valid Company-issued Referral Partner coupon code is applied at checkout.

A valid Referral Partner coupon code successfully applied at checkout will override prior cookie or referral-link attribution, and the transaction will be attributed to the Referral Partner associated with that coupon code.

Company does not guarantee uninterrupted or error-free operation of referral tracking technology. Tracking may fail or become unavailable if a prospective customer blocks or deletes cookies, changes devices or browsers, uses privacy or tracking-prevention technology, clears browser data, uses an untracked link, completes a transaction after the applicable attribution period, or otherwise prevents the tracking system from associating the transaction with Referral Partner.

Referral Partner is responsible for using the referral links, coupon codes, and promotional methods assigned or approved by Company. Company is not obligated to retroactively attribute transactions where reliable tracking or attribution evidence does not exist.

2.3 Eligibility Requirements

To earn a commission, all of the following conditions must be met:

• The referred customer must be a new customer.
• A "new customer" means a business entity or individual that has not previously purchased the applicable Company product or service and is not already engaged in active sales discussions with Company at the time of referral, as reasonably determined by Company.
• The referral must be properly attributed through an eligible Company tracking method.
• The applicable product or subscription must be eligible for commissions under the relevant campaign.
• The applicable payment must be fully collected by Company.
• The payment must not be subject to refund, dispute, chargeback, reversal, credit, or cancellation.
• Referral Partner must remain eligible and in good standing under this Agreement.

2.4 Payment Schedule

Commissions are calculated based on eligible subscription payments actually collected by Company during each calendar month.

Eligible commissions will generally be paid on or about the fifteenth (15th) day of the second calendar month following the month in which the qualifying customer payment was collected. This payment schedule provides approximately forty-five (45) days following the end of the applicable commission month for refunds, chargebacks, disputes, payment reversals, and other adjustments to be identified before commission payment.

Commission payments will be calculated net of any applicable refunds, chargebacks, credits, disputes, reversals, cancellations, or other adjustments.

Example: Qualifying subscription payments collected at any time during January will generally be paid on or about March 15.

2.5 Chargebacks, Disputes, Refunds, and Reversals

No commission will be paid on any payment that results in a chargeback, dispute, refund, reversal, cancellation, or credit. Commission payments are calculated net of applicable adjustments processed during the payment period.

If a commission has already been paid and the underlying customer payment is later refunded, reversed, disputed, charged back, or otherwise determined to be ineligible, Company may deduct the overpaid commission from future amounts owed to Referral Partner or invoice Referral Partner for repayment. Referral Partner agrees to repay any such amount within thirty (30) days of written notice.

2.6 Right to Offset

Company may offset any amounts owed by Referral Partner to Company against current or future commission payments.

2.7 Self-Referrals Prohibited

Referral Partner may not refer themselves, members of their household, or any entity in which Referral Partner has a direct or indirect ownership or controlling interest. Attempts to circumvent this prohibition constitute grounds for immediate termination and forfeiture of all commissions associated with the prohibited transaction.

2.8 Taxes and Tax Documentation

Referral Partner is solely responsible for reporting and remitting all federal, state, local, and other taxes applicable to commissions received under this Program.

Company will issue any IRS information returns required by applicable law, including Form 1099-NEC when applicable. Referral Partner must provide a properly completed IRS Form W-9 or other required tax documentation through a Company-approved secure method before payment may be issued. Failure to provide required documentation may result in suspension of commission payments until such documentation is received.

2.9 Company Records

Company's records regarding referral attribution, cookies, coupon use, campaign eligibility, customer status, subscription status, payment collection, refunds, disputes, chargebacks, and commission calculations shall control absent manifest error.

3. FTC Compliance and Disclosure Requirements

Referral Partner acknowledges that federal and state advertising, endorsement, testimonial, and consumer protection laws may apply to promotional activities conducted under this Program. Violations may expose Referral Partner and/or Company to regulatory enforcement, civil penalties where authorized by law, injunctive relief, damages, and other remedies.

3.1 Clear and Conspicuous Disclosure Required

Referral Partner must clearly and conspicuously disclose the material connection between Referral Partner and Company whenever Referral Partner promotes, recommends, endorses, reviews, or otherwise discusses Company or its products or services in a manner that could influence a purchasing decision.

As a condition of participation in the Program, Company requires disclosure to appear:

• Near the beginning of written content and before or adjacent to the recommendation
• Prominently in social media posts without requiring the viewer to expand or search for the disclosure
• Near the beginning of promotional emails
• Verbally at or near the beginning of podcast or audio segments where a recommendation is made
• Verbally and through clearly visible on-screen text in videos when a recommendation is made
• At appropriate intervals during live streams or other extended promotional content

3.2 Acceptable Disclosure Language

Company requires plain-language disclosure. Examples include:

• "I earn a commission if you purchase through my referral."
• "Paid partnership with Mainstreet MEP®."
• "This is a sponsored recommendation."
• "I may earn a commission if you purchase using my link or code."

As a Program policy, Company does not permit Referral Partners to rely solely on hashtags such as #ad or #sponsored. A clear plain-language disclosure must also be used.

3.3 Fake Reviews Prohibited

Referral Partner may not create, purchase, solicit, publish, arrange for, or otherwise use fake or deceptive reviews or testimonials, including AI-generated reviews or testimonials presented as the genuine experience of a real customer.

3.4 Truthful and Substantiated Claims Only

Referral Partner may not make claims that exceed, contradict, distort, or materially alter statements contained in Company's official websites or Company-approved materials. No guarantee of revenue, profit, business value, results, savings, performance, or other specific outcome may be stated or implied unless expressly authorized in writing by Company.

4. Referral Partner Conduct and Prohibited Activities

Referral Partner shall not:

• Send unsolicited commercial emails in violation of CAN-SPAM or other applicable law
• Place calls or send text messages in violation of the Telephone Consumer Protection Act, telemarketing laws, consent requirements, Do Not Call requirements, or similar federal or state laws
• Advertise on platforms that contain or primarily promote illegal, obscene, hateful, discriminatory, or fraudulent content
• Use Company trademarks, logos, trade dress, copyrighted material, or other intellectual property except as expressly permitted by Company
• Offer unauthorized rebates, kickbacks, discounts, incentives, or benefits derived from Referral Partner's commission
• Bid on Company brand terms, trademarks, misspellings of Company trademarks, domain names, or confusingly similar terms in PPC or paid search advertising without prior written permission
• Use cookie stuffing, forced clicks, hidden redirects, hidden iframes, toolbars, adware, spyware, browser extensions, or any deceptive tracking method
• Engage in click fraud, lead fraud, transaction fraud, attribution manipulation, or other referral fraud
• Publish misleading links, false claims, deceptive advertising, or misrepresentations about Company or its products and services
• Impersonate Company, its owners, employees, representatives, or customers
• Make defamatory, knowingly false, malicious, or intentionally damaging statements concerning Company or its personnel

5. Intellectual Property

5.1 Limited License

Company grants Referral Partner a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use Company-approved promotional materials solely for purposes of promoting Company under this Agreement. This license terminates automatically upon termination of Referral Partner's participation in the Program.

5.2 Restrictions

Referral Partner may not register domain names, social media handles, business names, advertising accounts, or other identifiers incorporating Mainstreet MEP®, Company trademarks, or confusingly similar terms without Company's prior written approval.

5.3 Referral Partner Promotional Content

Referral Partner grants Company a non-exclusive, royalty-free, perpetual, worldwide license to use, reproduce, display, distribute, adapt, and create derivative works from promotional content voluntarily created and publicly distributed by Referral Partner specifically relating to Company, provided such use does not falsely imply an endorsement beyond the original context.

6. Coupon and Promotional Offer Policy

Referral Partners may promote only coupons, discounts, bonuses, or special offers expressly authorized by Company.

Referral Partner's assigned coupon code may be used for referral attribution and may or may not provide the customer with a discount. Any authorized discount or promotional value will be communicated separately by Company.

Referral Partner may not advertise an unauthorized discount, alter an approved offer, create deceptive "click to reveal" promotions, or suggest that a coupon provides savings when no authorized savings exist.

7. Data Privacy and Security

Referral Partner acts independently regarding any personal information Referral Partner collects and is not authorized to act as Company's agent for data collection. Referral Partner must:

• Comply with applicable federal and state privacy, data protection, telemarketing, and security laws
• Obtain any consent required by law before collecting, using, calling, texting, emailing, or sharing consumer information
• Maintain reasonable administrative, technical, and physical safeguards to protect consumer and Company information
• Promptly notify Company of any known or suspected breach involving Company information or information collected in connection with the Program

Company does not authorize Referral Partner to collect payment-card information, banking information, Social Security numbers, passwords, medical information, or other sensitive personal data on Company's behalf.

8. Termination

8.1 Termination for Cause

Company may immediately suspend or terminate Referral Partner's participation without prior notice for violation of this Agreement, fraud, unlawful conduct, deceptive marketing, trademark misuse, manipulation of referral attribution, regulatory violations, or conduct that Company reasonably determines creates material legal, financial, operational, or reputational risk.

In the event of termination for cause, Company may withhold unpaid commissions associated with the violating conduct and may recover commissions previously paid on transactions later determined to have been ineligible or fraudulently attributed.

8.2 Termination Without Cause

Either party may terminate participation in this Agreement at any time, for any reason or no reason, upon written notice to the other party.

8.3 Effect of Termination

Upon termination, Referral Partner must immediately stop representing themselves as an active Mainstreet MEP® Referral Partner, cease promotion using Company-issued materials, remove Company materials where reasonably practicable, and discontinue use of Company-issued referral links and coupon codes.

Commissions that were fully earned and eligible based on qualifying customer payments collected before the effective termination date will be paid during the next applicable payment cycle, subject to this Agreement.

No commissions will accrue on customer subscription payments collected after Referral Partner's termination date.

9. Representations, Warranties, and Audit Rights

Referral Partner represents and warrants that:

• Referral Partner has full legal authority to enter into this Agreement
• Participation does not conflict with another agreement binding Referral Partner
• All promotional activities will comply with applicable law and this Agreement
• No false, misleading, deceptive, or unsubstantiated claims will be made about Company or its products and services
• Referral Partner will not misrepresent the nature of the relationship between Referral Partner and Company

Referral Partner must maintain reasonably accurate records of promotional activities relating to this Program for a minimum of three (3) years and, upon reasonable written request, provide documentation sufficient to demonstrate compliance with this Agreement.

10. Indemnification

To the fullest extent permitted by applicable law, Referral Partner shall defend, indemnify, and hold harmless HVAC Office Solutions LLC dba Mainstreet MEP®, and its members, managers, officers, employees, contractors, agents, successors, and assigns from and against claims, damages, losses, liabilities, penalties, fines, costs, and expenses, including reasonable attorneys' fees, arising out of or related to: (a) Referral Partner's breach of this Agreement; (b) Referral Partner's unlawful or deceptive conduct; (c) Referral Partner's regulatory violations; (d) infringement or misuse of intellectual property rights; (e) Referral Partner's promotional activities; or (f) Referral Partner's collection, use, or disclosure of consumer information.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS PROGRAM.

COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE PROGRAM SHALL NOT EXCEED THE COMMISSIONS ACTUALLY PAID TO REFERRAL PARTNER DURING THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Company does not guarantee uninterrupted tracking, uninterrupted website or platform availability, continuous operation of third-party systems, error-free referral attribution, or uninterrupted operation of any particular product, service, campaign, or subscription program.

12. Confidentiality

Referral Partner agrees to protect Company's non-public confidential information, including non-public client information, business strategies, financial information, internal processes, proprietary systems, unpublished pricing, campaign information, and other information reasonably understood to be confidential ("Confidential Information").

Trade secrets shall remain confidential for so long as they qualify for protection under applicable law. Other Confidential Information shall remain protected for three (3) years following termination of this Agreement.

Confidential Information does not include information that: (a) becomes publicly available through no fault of Referral Partner; (b) was lawfully known by Referral Partner before disclosure; (c) is lawfully received from a third party without confidentiality obligations; or (d) must be disclosed pursuant to law, subpoena, or court order, provided Referral Partner gives Company prompt notice where legally permitted.

13. Survival

Sections 2.5 through 2.9, 3, 5, 7, 9, 10, 11, 12, 15, and 16, together with any other provision that by its nature is intended to survive, shall survive termination or expiration of this Agreement.

14. Modifications

Except for commission-rate or commission-structure changes governed by Section 2.1, Company may modify this Agreement upon fourteen (14) days' written notice delivered by email, referral partner portal, account notification, or other reasonable electronic method.

Commission-rate or commission-structure changes require thirty (30) days' written notice as provided in Section 2.1.

Continued participation after the effective date of a modification constitutes acceptance of the revised Agreement. If Referral Partner does not agree to a modification, Referral Partner's remedy is to terminate participation before the modification becomes effective.

15. Independent Contractor

Referral Partner is an independent contractor and is not an employee, agent, legal representative, partner, joint venturer, franchisee, or fiduciary of Company.

Referral Partner has no authority to enter into contracts, incur obligations, make representations, accept payments, collect customer information, or otherwise bind Company.

Referral Partner is solely responsible for its own taxes, insurance, licenses, permits, personnel, expenses, equipment, and business activities.

16. Governing Law and Venue

This Agreement is governed by the laws of the State of Oklahoma, without regard to conflict-of-law principles.

Exclusive jurisdiction and venue for any action arising out of or relating to this Agreement shall lie in the state courts located in Rogers County, Oklahoma, or, where federal subject-matter jurisdiction exists, the United States District Court for the Northern District of Oklahoma.

Before initiating legal action, the parties agree to attempt in good faith to resolve the dispute informally for thirty (30) days following written notice describing the dispute.

To the extent permitted by law, the prevailing party in an action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and court costs.

17. Assignment

Referral Partner may not assign, transfer, delegate, or sublicense this Agreement or any rights or obligations under it without Company's prior written consent.

Company may assign this Agreement in connection with a merger, acquisition, reorganization, financing, sale of equity, sale of all or substantially all assets, or other transfer of the applicable business or Program.

Any purported assignment by Referral Partner in violation of this Section is void.

18. Additional Provisions

Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the Program and supersedes prior or contemporaneous agreements, representations, discussions, and understandings concerning the Program.

Severability. If any provision is determined to be invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable where permitted, and the remaining provisions shall remain in full force and effect.

No Waiver. Company's failure to enforce any provision shall not waive Company's right to enforce that or any other provision in the future.

Headings. Section headings are provided for convenience only and do not limit or affect interpretation of this Agreement.

Federal and State Enforcement. Nothing in this Agreement limits the rights or authority of the Federal Trade Commission, Internal Revenue Service, state attorneys general, courts, or other governmental authorities to enforce applicable law.

19. Electronic Acceptance

This Agreement may be entered into electronically and is intended to constitute an electronic contract under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), applicable provisions of the Oklahoma Uniform Electronic Transactions Act, and other applicable electronic transaction laws.

Electronic acceptance shall have the same legal force and effect as a handwritten signature. Company may maintain a time-stamped electronic record showing Referral Partner's acceptance of this Agreement.

FINAL NOTICE

This Agreement contains legally binding obligations. Referral Partner is encouraged to consult independent legal counsel before accepting.

Mainstreet MEP® is a registered trademark of HVAC Office Solutions LLC. All rights reserved.

This document does not constitute legal advice. HVAC Office Solutions LLC recommends that all parties seek independent legal counsel regarding their individual legal and tax obligations before acceptance.