Market License Terms v0.6 (conformed 2026-10-15)

1. What the customer is buying

Heat Pump Network, LLC ("HPN") operates heat-pump websites for geographic markets.

HPN owns and controls the applicable domain and website.

A business licenses the single market position on one HPN city, county or state site (the "Geo License"). The Geo License does not transfer ownership of the domain, website, software, data, content, or HPN intellectual property.

2. The Geo License

HPN offers one product per site: the Geo License. The shop that holds it is the one shop for that site.

The Geo License includes the business listing, business contact information, logo, service area information, routing of homeowner requests submitted through the applicable HPN site, HPN-managed market-page operations, incentive monitoring, routing administration, and the monthly owner report.

The monthly amount for the Geo License is the monthly amount shown at checkout. No discount or trial is offered. A result is not guaranteed.

3. Term

A Geo License is a 12-month term billed monthly that auto-renews yearly, with 60 days' notice of any price change before renewal.

A shop may end the license at any time with 60 days' written notice by email to info@heatpumpnetwork.com.

4. One shop per site

Each city, county or state site carries one Geo License.

HPN never places two businesses on one site.

A shop holding the Geo License remains the occupant while the license is active and the shop remains in good standing.

5. Proposals

HPN sends a written proposal for a site to one or more qualified shops. The proposal states the site, what the Geo License includes, the term, and the date the proposal expires (5 business days from sending, unless the proposal states otherwise). The monthly amount is the monthly amount shown at checkout.

A shop does not accept these terms by email reply.

HPN may tell shops the true number of shops that have requested the proposal for a site, and only when that number is two or more.

6. Selection and acceptance

HPN selects the shop for a site from shops that meet section 6A.

HPN is not required to offer a site to any shop.

Acceptance is the required "I agree to the Geo License terms" checkbox on the Stripe Checkout page. There is no electronic signature. The subscription starts on the first payment.

HPN may keep a second qualified shop. If the selected shop ends its license, HPN may offer the site to that shop first.

6A. Eligibility

To hold a Geo License, a shop must, before the license starts and while it is active:

1. Hold an active contractor license where one is required for its work in the site's area.
2. Carry general liability insurance and provide a certificate on request.
3. Perform residential heat pump work in the site's area.
4. At the time of selection, hold a Google rating of 4.3 or better with at least 25 reviews, or a Better Business Bureau rating of A- or better.
5. Not be excluded by HPN's channel rules.

7. What HPN provides

HPN will use reasonable efforts to:

1. Publish the shop's listing on the site after required onboarding information is complete.
2. Display the shop's supplied business information.
3. Display the supplied logo.
4. Display the applicable service area.
5. Route homeowner requests submitted through the applicable HPN site according to the shop's routing settings.
6. Maintain the applicable market page.
7. Maintain incentive information using HPN's available sources.
8. Provide the applicable reporting.

8. What HPN does not promise

HPN does not promise a specific number of:

1. Visitors.
2. Page views.
3. Calls.
4. Form submissions.
5. Homeowner requests.
6. Appointments.
7. Proposals.
8. Projects.
9. Sales.
10. Revenue.

HPN does not promise search-engine rankings, homeowner eligibility for an incentive, contractor performance, project completion, or any particular commercial result.

The Geo License identifies the shop as the occupant of the market position on the applicable HPN site. It does not represent that HPN has determined that the shop is a preferred contractor in the market.

9. Homeowner requests

A routed request is a homeowner submission through an HPN site that includes contact information supplied by the homeowner.

HPN routes every homeowner request submitted through the site, including service and maintenance requests, to the shop holding the Geo License for that site.

HPN does not intentionally sell the same request from the same city-site submission to another shop through the HPN site.

A shop should notify HPN within 48 hours if a routed request is:

1. A wrong number.
2. Outside the shop's stated service area.
3. A duplicate received within the prior 90 days.

There is no per-request charge and therefore no per-request credit.

10. Shop responsibilities

The shop must provide accurate and current:

1. Shop name.
2. License number where applicable.
3. Service ZIP codes.
4. Phone number.
5. Logo.
6. Business photos.
7. Business hours.
8. Other information reasonably required to operate the listing.

The shop represents that it has the right to provide HPN with any logo, photograph, text, or other material it supplies.

The shop is responsible for its own services, employees, subcontractors, licensing, insurance, customer communications, pricing, contracts, installations, and regulatory compliance.

11. Verification

HPN may verify information supplied during onboarding.

Verification may include review of the shop name, license information, service ZIP codes, contact information, and other information necessary to operate the listing.

HPN may request clarification or additional information before publishing a listing.

A listing may remain in verification pending until required information is supplied.

12. Listing content

HPN may format, resize, crop, edit for length, or otherwise reasonably format supplied listing materials for website presentation.

HPN may remove or request correction of information that is inaccurate, misleading, materially outdated, unlawful, or inconsistent with the listing requirements.

HPN retains control over the structure and presentation of the HPN website.

13. Domain and intellectual property

HPN retains ownership of:

1. HPN domains.
2. HPN websites.
3. HPN software.
4. HPN source code.
5. HPN platform infrastructure.
6. HPN content.
7. HPN branding.
8. HPN market data.
9. HPN incentive data.
10. HPN analytics.
11. HPN reports.
12. HPN systems.

The shop receives only the rights expressly described in these terms.

Nothing transfers ownership of an HPN domain or creates a partnership, joint venture, franchise, employment relationship, or ownership interest in HPN.

14. HPN brand use

A shop with an active license may accurately state that it holds the Geo License for the applicable HPN site.

The shop may not state or imply that HPN certifies, recommends, employs, or endorses the shop's work quality unless HPN separately provides written authorization. HPN has not guaranteed the shop's work quality.

15. Data and homeowner information

Homeowner information routed to a shop is provided for the purpose of responding to the homeowner's request and handling the related project inquiry.

The shop may not sell, rent, resell, or otherwise provide the homeowner information to unrelated third parties for their own marketing.

The shop is responsible for its handling of homeowner information after HPN routes the request.

HPN may retain routed-request information according to its applicable retention practices.

HPN may use aggregated or anonymized information for reporting, analytics, product development, and market intelligence.

16. HPN Flex

HPN Flex is separate contractor software.

Flex is $9.99 a month or $99 a year, paid up front. Both plans auto-renew.

Flex is never required for a Geo License. A Geo License does not require purchase or use of HPN Flex.

Any HPN Flex arrangement is separate from the Geo License.

17. Billing

The Geo License is a 12-month term billed monthly. The monthly amount is the monthly amount shown at checkout. The subscription starts on the first payment. There is no separate invoice and no electronic signature.

The shop is responsible for applicable taxes, payment failures, and amounts properly due under the license.

18. Cancellation and refunds

A shop may end its license at any time with 60 days' written notice by email to info@heatpumpnetwork.com.

A started billing month is not refunded solely because the shop submits cancellation notice.

If HPN accepts two shops for one site in error, the later acceptance is void and any payment for it is refunded in full within 24 hours. The first shop whose subscription has started keeps the site.

19. Suspension

HPN may suspend a license if the shop:

1. Fails to pay an amount properly due.
2. Provides materially false business information.
3. Provides materially false license information.
4. Makes materially false service-area claims.
5. Misuses homeowner information.
6. Materially violates these terms.

Where reasonably practicable, HPN will provide notice and an opportunity to correct the issue before suspension.

Suspension does not automatically terminate the underlying license term.

20. Contractor relationship

HPN is a digital market and information platform.

HPN does not perform HVAC work for the shop's customers.

HPN does not employ the shop.

HPN does not control the shop's pricing, work, employees, subcontractors, scheduling, installation, financing, contracts, licensing, or customer service.

The shop is solely responsible for its relationship with homeowners and for complying with applicable laws and regulations.

21. Limitation of liability

To the maximum extent permitted by applicable law, HPN will not be liable for indirect, incidental, special, consequential, punitive, or lost-profit damages arising from the license.

To the maximum extent permitted by applicable law, HPN's aggregate liability relating to a license will not exceed the fees actually paid to HPN for that license during the 12 months preceding the event giving rise to the claim.

This section is subject to applicable law and counsel review.

22. Indemnification

To the extent permitted by applicable law, the shop is responsible for claims arising from:

1. The shop's HVAC services.
2. The shop's employees or subcontractors.
3. False or misleading information supplied by the shop.
4. The shop's licensing or regulatory violations.
5. Materials supplied by the shop.
6. The shop's misuse of homeowner information.
7. The shop's communications or dealings with homeowners.

Final indemnification language should be reviewed and approved by counsel.

23. Changes, governing law, and acceptance

HPN may update these terms by written notice.

A change will not increase the license price during the shop's current 12-month term.

The parties intend Massachusetts law to govern these terms, subject to final counsel review.

These terms are the agreement for the Geo License. Acceptance is the required terms checkbox on the Stripe Checkout page, and the subscription starts on the first payment. There is no electronic signature. The monthly amount is the monthly amount shown at checkout. HPN Flex is separate and is not part of the Geo License.

24. Notices and disputes

Notices go by email: to HPN at info@heatpumpnetwork.com, and to the shop at the email the shop gives at checkout.

Where a dispute is heard is not set in these terms.