SETSALE^TM CONTRACTOR TERMS AND CONDITIONS

Subject to the terms and conditions of this agreement (this "Agreement"), we at SetSale, Inc. ("we"), provide subscriptions to: (1) our proprietary AI-driven HVAC selling software ("SetSale") designed to simplify the HVAC selling process for residential contractors and provide real-time connection between independent contractors ("Contractors") and distributors ("Distributors"); (2) a website (the "Site," and, together with SetSale, the "Software") through which you may access and use SetSale; and (3) the Services described in further detail below.

Capitalized terms that are used as defined terms but not defined in context have the meanings given to such terms in Section 13 below.

1. Acceptance

By executing an Order with us you also accept this Agreement and agree you are legally bound by its terms. The individual registering to use SetSale on your behalf represents and warrants to us that such individual is fully and duly authorized to agree to be bound by this Agreement on your behalf. If you do not agree to this Agreement, do not register to use SetSale or otherwise access or use any Software.

2. Right to Access and Restrictions

a. SetSale Authorization

i. Contractor Access

Provided that you and your Authorized Users comply with this Agreement, we authorize you during the Term, and on a non-exclusive and nontransferable (except as described in Section 12.e) basis, to access and use SetSale through the Site, provided that such access and use is (i) by and through your Authorized Users only (and limited to the number of permitted seat licenses for Authorized Users), (ii) solely as (and in the form) in which we have provided SetSale, (iii) solely for the Contractor Permitted Use, and (iv) strictly in accordance with this Agreement and the Documentation. The seat licenses available for Authorized Users in your subscription shall be set forth in the Order and you may be subject to additional fees if you require additional seat licenses for Authorized Users.

ii. Contractor Subscriptions

(1) Non-Exclusive Contractor Subscription. If you are a Contractor that purchases a subscription to the Services directly from us (a "Non-Exclusive Contractor"), you are not limited to a single Distributor integration. Subject to the payment of the Fees set forth in an applicable Order, a Non-Exclusive Contractor may use SetSale to communicate and transact with multiple Distributors or operate independently without a Distributor integration, at your sole discretion. A Non-Exclusive Contractor's subscription includes five (5) seat licenses for Authorized Users and you may purchase additional seat licenses for the fees set forth in your Order.

(2) Exclusive Contractor. If you are a Contractor and your subscription is paid for by a specific Distributor (an "Exclusive Contractor"), your access to SetSale is sponsored by and exclusively integrated with that Distributor. As an Exclusive Distributor, you are restricted to a single Distributor integration and may not use SetSale to transact with other Distributors. If you are an Exclusive Contractor, you acknowledge that your Distributor controls your seat licenses and your subscription and may revoke it at any time. If your Distributor revokes your license or ceases payment, your status as an Exclusive Contractor and subscription will terminate and your account will be placed in a suspended state for thirty (30) days. During such period, you may preserve your account data and regain access to SetSale by entering into a new Order for a new subscription as a paying Non-Exclusive Contractor.

b. Limitations and Restrictions

You must use commercially reasonable efforts to prevent unauthorized access to or use of the Software, Documentation, and other data, content and materials we provide to you through SetSale (collectively, the "SetSale Materials"). You must not, and you must not permit any other person or entity to, access or use the SetSale Materials except as we've specifically allowed in this Agreement and, in the case of any Third-Party Materials we provide with or as part of the SetSale Materials, as allowed in the applicable third-party license agreement. Without limiting the generality of the preceding sentence, except as we've specifically allowed in this Agreement, you and your Authorized Users must not do the following:

1. copy, modify, adapt, translate or create derivative works or improvements of the SetSale Materials or any portion thereof;
2. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise provide the SetSale Materials or any features or functionality of the SetSale Materials to any other person or entity, including by making the SetSale Materials available through any time-sharing, service bureau or software as a service arrangement;
3. reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive, gain access to or discover the source code of the Software or the underlying structure, ideas, know-how, algorithms or methodology relevant to the Software;
4. input, upload, transmit or otherwise provide to or through the Software any information or materials that are unlawful or that contain, transmit or activate any Harmful Code;
5. bypass, breach or disable any security device, copy control, digital rights management tool or other protection used by the SetSale Materials;
6. remove any proprietary notices from the SetSale Materials;
7. share an Authorized User's access credentials with any person or permit use of an Authorized User's access credentials by any person, other than the Authorized User with whom the access credentials are associated;
8. attempt to gain unauthorized access to, damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner (A) the SetSale Materials, (B) the server on which the SetSale Materials are stored, (C) any server, computer or database connected to the Software, or (D) our ability to provide services to any other person or entity;
9. access or use the SetSale Materials in any way that infringes, misappropriates or otherwise violates any intellectual property right, privacy right or other right of any third party, or that violates any applicable law or regulation;
10. access or use the SetSale Materials for purposes of (A) developing, producing, marketing, distributing, licensing or selling any product or service that may compete with the SetSale Materials, or (B) disclosing to our competitors, for any purpose, otherwise nonpublic information about the SetSale Materials; or
11. knowingly aid or assist any Authorized User or other person or entity in taking any of the actions prohibited by this Section 2.b.

c. Responsibility for Authorized Users

You will ensure your Authorized Users' compliance with this Agreement and be responsible and liable to us for any act or omission of an Authorized User (or any other employee or agent under your control or direction or acting on your behalf) that would be a breach or violation of this Agreement had you performed the act or omission yourself. You are also responsible for your relationship with a Distributor and must cooperate if a dispute arises between us and a Distributor.

3. Our Services

a. Services - Generally

Provided that you and your Authorized Users comply with this Agreement, we will provide to you the following services (the "Services") during the Term: (i) the hosting, management and back-end operation of SetSale to make the same available for remote electronic access and use by you and your Authorized Users through the Site in accordance with the authorizations granted above; and (ii) the Support Services described in Section 4.a below.

b. Changes to the Software

We may make any changes to the Software (including, without limitation, the design, look and feel, functionality, content, material, information and/or services provided via the Software) that we deem necessary or useful to improve the Software or for any other reason, from time to time in our discretion. Such changes may include upgrades, bug fixes, patches, error corrections, modifications, enhancements, improvements and/or new features (collectively, "Updates"). All Updates shall be deemed a part of the Software governed by all the provisions of this Agreement pertaining thereto. If we make a change to the Software that has a material adverse effect on your operations, then you may notify us in writing of the material adverse effect and you may, immediately upon written notice to us, terminate this Agreement if we do not cure this condition within thirty (30) days following receipt of your notice.

c. Subcontractors

You understand and agree that we may, in our discretion, engage subcontractors and other third-parties ("Third-Party Providers") to aid us in providing the Software and performing our Services under this Agreement, including other software, content or materials owned by third-parties ("Third-Party Materials"). For example, we may use a reputable hosting provider that implements and maintains commercially reasonable security programs, policies, procedures, controls and technologies for cloud-based infrastructure and hosting and storage services for SetSale, and such third-party processor will host and store certain portions of Your Data processed through SetSale. We may also integrate third-party programs into our Software and Services that will process Your Data on our behalf. You hereby approve and consent to our use of Third-Party Providers and accept Third-Party Materials as part of SetSale Materials so we can provide the Software and Services for you. Notwithstanding anything to the contrary in this Agreement, you further agree that we cannot guarantee or ensure the performance of any Third-Party Provider or Third-Party Materials.

12. Miscellaneous

a. Entire Agreement

This Agreement, your Order and each Attachment together constitute the entire agreement between the parties on the subject matter hereof, and supersede all prior negotiations, understandings or agreements (oral or written) and all past dealing or industry custom.

b. Amendment, Severability and Waiver

No change, consent or waiver under this Agreement will be effective unless in writing and signed by the party against which enforcement is sought. Any delay or failure of either party to enforce its rights, powers or privileges under this Agreement, at any time or for any period, will not be construed as a waiver of such rights, powers and privileges, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

c. Governing Law and Venue

Except as expressly agreed by you and us, this Agreement will be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflicts of law provisions. The sole jurisdiction and venue for actions related to this Agreement will be the state or federal courts located in the State of North Carolina, and both parties consent to the exclusive jurisdiction of such courts with respect to any such action.

d. Notices

All notices under this Agreement must be in writing and may be delivered by electronic mail, certified or registered mail, overnight courier, or personal delivery, in each case to the address or e-mail address specified in your Order.

e. Assignment

Neither party may assign or otherwise transfer this Agreement without the prior written consent of the other party; provided that either party may assign this Agreement in its entirety without the other party's consent to its affiliates or to an entity that acquires all or substantially all of the business or assets of such party to which this Agreement pertains, whether by merger, reorganization, acquisition, sale or otherwise. This Agreement will be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties.

f. No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

g. Relationship of the Parties

The relationship between the parties is that of independent contracting parties. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever.

h. Force Majeure

Except for payment obligations, neither party will be liable for any delays or non-performance of its obligations arising out of actions or decrees of governmental authorities (including enactment or adoption of law or regulation) following the first date you accept this Agreement, criminal acts of third parties, telecommunication failures not caused by a party, problems with equipment or software provided by other parties, earthquakes, flood, and other natural disasters, war, terrorism, acts of God, or fire, or other similar causes not within such party's reasonable control (each, a "Force Majeure Event"). In the event of any failure or delay caused by a Force Majeure Event, the affected party shall give prompt written notice to the other party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event. Either party may terminate this Agreement if a Force Majeure Event affecting the other party continues substantially uninterrupted for a period of thirty (30) days or more.

i. Equitable Remedies

Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 2.b (Limitations and Restrictions) or Section 5 (Confidentiality) of this Agreement would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, the other party will be entitled to seek equitable relief, including in a restraining order, an injunction, specific performance and any other relief that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

j. Conflict in Terms

If there is a conflict between this Agreement and your Order or an Attachment, the terms of the Order or the applicable Attachment shall govern the provision of the Software or the Services involved; provided, however, that nothing in your Order or any Attachment may modify or supersede anything in Sections 2.b (Limitations and Restrictions), 7 (Ownership and Intellectual Property Rights), 9 (Representations and Warranties), 10 (Indemnification), 11 (Limitation of Liability), or 12 (Miscellaneous) of this Agreement unless an express cross-reference is made to the relevant provision of this Agreement in the Order or Attachment (as applicable) and the parties have expressly agreed in the Order or Attachment to modify or alter the relevant provision of this Agreement.

k. Counterparts

The Order and each Attachment may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of the Order or any Attachment delivered by facsimile, e-mail or other electronic means is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

13. Other Definitions

Capitalized and other terms used in this Agreement have the meanings described below:

"Attachment" means an exhibit, addendum, statement of work or other attachment to this Agreement (other than your Order) executed by you and us that references this Agreement, and in each case which forms a part of and is incorporated into this Agreement by reference for all purposes.

"Authorized User" means your employees who have registered to use SetSale through your account and to whom we have provided access codes to log in to SetSale through the Site. Unless we have provided prior written consent, "Authorized Users" shall not include any third parties, including but not limited to third-party independent contractors, consultants, agents, subcontractors, vendors or service providers or your affiliates.

"Claim" means any investigation by a governmental body, claim, suit, action or proceeding.

"Contractor Permitted Use" means to receive and use information relevant to the Contractor's business, in each case for the Contractor's own benefit and for the Contractor's own internal business purposes in the ordinary course of such business (and not on behalf of, for the benefit of or as a service to any third party).

"Documentation" means the then-current online, electronic and written user documentation and guides we make available to you and your Authorized Users which describe the functionality, components, features or requirements of the Software, as we may update from time to time in our discretion.

"Harmful Code" means any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort or otherwise harm or impede in any manner any (a) computer, software, firmware, hardware, system or network or (b) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data processed thereby.

"Loss" means any and all losses, damages, liabilities, deficiencies, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification and the cost of pursuing any insurance providers.

"Order" means the Order executed by you and us references this Agreement, and which forms a part of and is incorporated into this Agreement by reference for all purposes.

"You" and "your" as used throughout this Agreement refers to the party (other than us) entering into this Agreement to obtain a subscription to SetSale and our Services.

"Your Data" means information, data, records or other materials that are either (i) uploaded or created directly by you or an Authorized User by, in or through the Software, or (ii) uploaded by you or an Authorized User to a File Transfer Protocol (FTP) site provided to you by us to facilitate our provision of Services to you. For purposes of this Agreement, Your Data does not include SetSale Materials, SetSale IP, Generative AI Content, or Third-Party Materials.