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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 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 or participate.

Referral Partner agrees to comply with all applicable federal, state, and local laws and regulations, including but not limited to:

  • 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
  • Applicable state consumer protection and privacy 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 reason or no reason. Approval may be revoked at any time in accordance with this Agreement. Company’s decision regarding approval or rejection is final and not subject to appeal.

  1. Commissions and Payment Terms

2.1 Commission Structure

Referral Partner shall receive a commission equal to twenty percent (20%) of recurring subscription revenue collected from referred customers. Commissions apply only to recurring subscription payments and do not apply to setup fees, one-time fees, add-on services, or any non-subscription charges. Commissions are paid for as long as the referred customer maintains an active subscription, subject to the terms of this Agreement and continued operation of the Program. Commission rates may be modified upon thirty (30) days’ written notice. Continued participation after notice constitutes acceptance of revised rates.

2.2 Tracking and Coupon Code Requirement

Company does not guarantee uninterrupted or error-free operation of tracking systems. The sole method for tracking referrals is the unique coupon code issued to Referral Partner by Company. Referral Partner must provide this coupon code to every prospective customer at the time of referral. A referral will be deemed attributed to Referral Partner only when Referral Partner’s assigned coupon code is successfully applied and accepted at checkout. No commission will be paid for any transaction in which the customer did not apply Referral Partner’s assigned coupon code at checkout. No exceptions will be made for missing, incorrect, or retroactively applied coupon codes. It is Referral Partner’s responsibility to ensure referred customers use the correct coupon code.

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” is defined as a business entity or individual that has not previously purchased any Company product or service and is not, at the time of referral, already engaged in active sales discussions with Company as reasonably determined by Company.
  • The customer must have applied Referral Partner’s assigned coupon code at checkout.
  • The subscription payment must be fully collected and not subject to dispute, chargeback, or refund.

2.4 Payment Schedule

Commissions are calculated based on subscription payments collected during each calendar month. Commissions will generally be paid approximately forty-five (45) days following the end of the applicable calendar month, less any refunds, chargebacks, or disputed amounts.

Example: For subscription payments collected during January, commissions will generally be paid approximately mid-March.

2.5 Chargebacks, Disputes, and Refunds

No commission will be paid on any subscription payment that results in a chargeback, dispute, or refund. Commission payments are calculated net of all refunds processed during the payment period. If a commission has already been disbursed and the underlying subscription payment is later reversed, Company may deduct the overpaid amount from future commissions or invoice Referral Partner for repayment within thirty (30) days.

2.6 Right to Offset

Company may offset any amounts owed by Referral Partner against 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 interest. Violations constitute grounds for immediate termination and forfeiture of all related commissions.

2.8 Taxes

Referral Partner is solely responsible for reporting and remitting all applicable taxes. Company will issue IRS Form 1099-NEC to Referral Partners earning $600 or more in a calendar year. A completed IRS Form W-9 must be submitted via a Company-approved secure method before any payment will be issued. Failure to provide a valid W-9 will result in suspension of payments until received.

2.9 Company Records

Company’s records regarding coupon use, subscription status, payment collection, refunds, disputes, and commission calculations shall control absent manifest error.

  1. FTC Compliance and Disclosure Requirements

Referral Partner acknowledges that FTC endorsement and testimonial rules apply to all promotional activities. Violations may result in substantial civil penalties per violation under applicable FTC regulations, with each individual advertisement or post potentially constituting a separate violation.

3.1 Clear and Conspicuous Disclosure Required

Referral Partner must clearly and conspicuously disclose the material connection (commission relationship) in every promotional communication. Disclosure must appear:

  • At the top of written content, before any recommendation
  • In social media posts without requiring the viewer to expand or scroll
  • Near the top of emails, before any recommendation
  • Verbally at or near the beginning of any podcast segment where Company is mentioned
  • Verbally and as visible on-screen text in videos at the time of recommendation
  • Verbally and repeatedly during live streams whenever Company is mentioned

3.2 Acceptable Disclosure Language

Plain language is required. Acceptable examples include:

  • “I earn a commission if you purchase through my referral.”
  • “Paid partnership with Mainstreet MEP™.”
  • “This is a sponsored recommendation.”

Hashtags alone (e.g., #ad, #sponsored) are not sufficient without an accompanying plain-language statement.

3.3 Fake Reviews Prohibited

Referral Partner may not create, purchase, solicit, or publish fake reviews or testimonials, including AI-generated reviews presented as real consumer experiences. This prohibition applies to all platforms and formats.

3.4 Truthful Claims Only

Referral Partner may not make claims that exceed or contradict statements published on Company’s official websites, including myhvacoffice.com and mainstreetmep.com. No guarantees or specific outcomes may be implied unless explicitly authorized in writing by Company.

  1. Referral Partner Conduct and Prohibited Activities

Referral Partner shall NOT:

  • Send unsolicited mass communications in violation of the CAN-SPAM Act or similar applicable laws
  • Advertise on platforms that contain or promote illegal, obscene, hateful, or discriminatory content
  • Use Company trademarks, logos, or trade dress without prior written approval
  • Offer unauthorized rebates, kickbacks, or incentives derived from Referral Partner’s commission
  • Bid on Company brand terms, trademarks, or domain names in PPC or paid search advertising without prior written permission
  • Use cookie stuffing, hidden redirects, iframes, or any deceptive tracking methods
  • Engage in click fraud, lead fraud, or any other form of referral fraud
  • Publish misleading links, false claims, or misrepresentations about Company or its products and services
  • Make any statement that is defamatory, disparaging, or damaging to Company’s reputation
  1. Intellectual Property

5.1 Limited License

Company grants a limited, non-exclusive, non-transferable, revocable license to use Company-approved materials solely to promote Company under this Agreement. This license terminates automatically upon termination of this Agreement.

5.2 Restrictions

Referral Partner may not register domain names, social media handles, or business names incorporating Company trademarks without prior written approval. Unauthorized use may result in immediate termination and legal action.

5.3 User-Generated Content License

Referral Partner grants Company a non-exclusive, royalty-free, perpetual, worldwide license to use, reproduce, modify, adapt, display, distribute, and create derivative works from Referral Partner-created promotional content related to Company.

  1. Coupon and Promotional Offer Policy

Referral Partners may only promote coupons, discounts, or special offers that have been expressly pre-authorized in writing by Company. Unauthorized promotion of any offer constitutes a material breach of this Agreement. No deceptive “click to reveal coupon” tactics are permitted when no authorized offer exists for that Referral Partner. Referral Partner’s assigned coupon code is for tracking purposes and may or may not include a discount; any discount value will be communicated at the time of issuance.

  1. Data Privacy and Security

Referral Partner acts as an independent data controller regarding any personal data it collects and is not acting as Company’s agent for data collection purposes. Referral Partner must:

  • Comply with all applicable federal and state privacy laws
  • Maintain reasonable security safeguards to protect consumer and Company data
  • Promptly notify Company of any known or suspected data breach involving Company information

Company does not authorize Referral Partner to collect customer financial or sensitive personal data on its behalf.

  1. Termination

8.1 Termination for Cause

Company may immediately terminate Referral Partner’s participation, without prior notice, for any violation of this Agreement, fraud, illegal conduct, trademark misuse, or conduct that harms Company’s reputation or business relationships. In the event of termination for cause, Company may withhold unpaid commissions associated with the violating conduct.

8.2 Termination Without Cause

Either party may terminate 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 cease all promotion of Company’s products and services and remove all Company materials from all platforms. Referral Partner must discontinue use of any assigned coupon code. Commissions that are fully earned and eligible prior to termination will be paid on the next regular payment cycle. No commissions will be paid on subscription payments collected after the termination date.

  1. 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 any other agreement to which Referral Partner is a party
  • All promotional activities will comply with applicable law
  • No false, misleading, or unsubstantiated claims will be made about Company or its products and services

Referral Partner must maintain accurate records of all promotional activities related to this Agreement for a minimum of three (3) years and, upon reasonable written request from Company, provide documentation demonstrating compliance.

  1. Indemnification

Referral Partner shall defend, indemnify, and hold harmless HVAC Office Solutions LLC dba Mainstreet MEP™, and its members, managers, officers, employees, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, 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 conduct or regulatory violations; (c) infringement of any intellectual property rights; or (d) Referral Partner’s promotional activities. This obligation survives termination of this Agreement.

  1. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. COMPANY’S TOTAL LIABILITY SHALL NOT EXCEED THE COMMISSIONS PAID TO REFERRAL PARTNER IN THE THREE (3) CALENDAR MONTHS PRECEDING THE CLAIM.

Company does not guarantee uninterrupted tracking, system availability, or error-free operation of its platforms. This is why coupon codes are the required method for tracking referrals.

  1. Confidentiality

Referral Partner agrees to hold all non-public Company information in strict confidence, including but not limited to commission rates, client data, business strategies, pricing, and proprietary systems (“Confidential Information”). Trade secrets shall remain confidential indefinitely. All 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 already known to Referral Partner prior to disclosure; or (c) is required to be disclosed by law or court order, provided Referral Partner gives Company prompt written notice and cooperates with any effort to seek a protective order.

  1. Survival

The following sections survive termination of this Agreement: Section 3 (FTC Compliance), Section 5 (Intellectual Property), Section 7 (Data Privacy), Section 9 (Representations and Audit Rights), Section 10 (Indemnification), Section 12 (Confidentiality), and Section 15 (Independent Contractor).

  1. Modifications

Company may modify this Agreement upon fourteen (14) days’ written notice via email or the referral partner portal. Continued participation after the effective date of any modification constitutes acceptance of the revised terms. If Referral Partner does not agree, Referral Partner’s sole remedy is to terminate participation before the modification takes effect.

  1. Independent Contractor

Referral Partner is an independent contractor and not an employee, agent, partner, or representative of Company. Referral Partner has no authority to bind Company to any obligation. Referral Partner is solely responsible for all taxes, insurance, and expenses related to their business activities under this Agreement.

  1. Governing Law and Venue

This Agreement is governed by the laws of the State of Oklahoma, without regard to conflict of laws principles. Exclusive jurisdiction lies in the state or federal courts located in Rogers County, Oklahoma. Referral Partner irrevocably consents to personal jurisdiction and venue in such courts.

Prior to initiating any legal action, the parties agree to attempt informal resolution in good faith for thirty (30) days following written notice of the dispute. The prevailing party in any legal action to enforce this Agreement shall be entitled to recover reasonable attorneys’ fees and court costs.

  1. Assignment

Referral Partner may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without Company’s prior written consent. Company may assign this Agreement freely in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void.

  1. Additional Provisions

Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the Program and supersedes all prior agreements and understandings.

Severability. If any provision is found unenforceable, it shall be modified to the minimum extent necessary, and the remaining provisions shall continue in full force.

No Waiver. Failure to enforce any provision shall not constitute a waiver of the right to enforce it in the future.

Federal Law. Nothing in this Agreement limits the rights or authority of the FTC or any other federal or state regulatory agency to enforce applicable laws.

  1. Electronic Acceptance

This Agreement is an electronic contract governed by the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. §7001 et seq.) and the Oklahoma Uniform Electronic Transactions Act (15 O.S. §962 et seq.). Electronic acceptance has the same legal force and effect as a handwritten signature. A time-stamped record of Referral Partner’s acceptance will be maintained by Company.

FINAL NOTICE

This Agreement contains legally binding obligations. Referral Partner is encouraged to consult independent legal counsel before accepting. Mainstreet MEP™ is a 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 prior to acceptance.