Exclusive Lead Referral & Marketing Agreement

Exclusive Lead Referral & Marketing Agreement

This Exclusive Lead Referral & Marketing Agreement (the “Agreement”) is between Swell Ventures LLC (the “Operator”), which owns and operates the Toms River Commercial Refrigeration website (the “Site”), and the refrigeration contractor identified in the signature block below (the “Provider”).

1. Parties. This Agreement is made between Swell Ventures LLC (“Operator”), which owns and operates the Site, and the Provider.
2. What the Operator provides. The Operator owns and operates the Site, markets commercial refrigeration services to businesses in Toms River & Ocean County, NJ, and collects enquiries from those businesses (“Leads”). During the term, the Operator refers all Site Leads exclusively to the Provider.
3. Exclusivity; no volume guarantee. The Provider is the only contractor to which the Operator refers Site Leads during the term. The Operator does not guarantee any number, quality, or value of Leads. Lead flow depends on search demand and rankings, which fluctuate and are outside the Operator’s control, and in this market it is also seasonal. The monthly fee buys exclusive access to whatever Leads the Site generates — not a set number of them.
4. Fee. The Provider pays the monthly fee agreed in writing between the parties and recorded in the signature block or in an invoice issued under this Agreement. The fee is a flat amount covering every Lead and every telephone enquiry the Site produces during the month; there are no per-Lead charges and the Operator takes no percentage of any job. The fee is payable monthly in advance by the method the parties agree — invoice or recurring card payment — and continues each month until this Agreement ends. There are no refunds for partial months.
5. Provider responsibilities. The Provider will:
   • hold and maintain a current New Jersey Master HVACR Contractor licence, active on the register maintained by the State Board of Examiners of Heating, Ventilating, Air Conditioning and Refrigeration Contractors;
   • ensure that every technician who opens, services or charges a sealed refrigerant circuit under a Lead from the Site holds current EPA Section 608 certification appropriate to the equipment, and that refrigerant handling, recovery, leak repair and record-keeping comply with applicable federal requirements;
   • maintain general liability insurance meeting or exceeding the minimum required of New Jersey HVACR licensees, and workers’ compensation coverage or a documented exemption;
   • obtain any construction or mechanical permits the work requires, and engage any additional licensed trade the work requires;
   • contact Leads promptly, professionally, and lawfully, including complying with any telemarketing or consent rules that apply to the Provider’s own follow-up.
6. Customer relationship. Any quote, contract, job, warranty, payment, and dispute is solely between the Provider and the business the Lead came from. The Operator is a marketer and referrer only, is not a party to any customer agreement, and does not perform, supervise, inspect, or guarantee any work. The Provider will indemnify the Operator against claims arising from the Provider’s work or conduct, including any claim relating to product loss, business interruption, or spoilage.
7. Ownership. The Operator owns and retains all rights to the Site, its domain, content, search rankings, and lead infrastructure. This Agreement rents Lead access only; the Provider gains no ownership of, or right to, the Site or the domain during or after the term.
8. Term and termination. This Agreement is month-to-month and begins on the date of the later of the two signatures below. Either party may end it for any reason, or for no reason, on thirty (30) days’ written notice to the other — the Operator and the Provider have the same right on the same terms, and neither has to give a reason. Notice by email to the address each party has given is sufficient.
9. Immediate suspension or termination for cause. The thirty days’ notice above does not apply where the Operator ends or suspends referrals because the Provider’s New Jersey Master HVACR Contractor licence, general liability insurance, or workers’ compensation coverage lapses or is revoked; because the Provider no longer has an EPA Section 608 certified technician available to carry out refrigerant work; because a payment due under this Agreement is not made; or because of unlawful, unsafe, or unprofessional conduct, including conduct that in the Operator’s reasonable judgement harms the reputation of the Site or of the businesses it serves. In those circumstances the Operator may act immediately and without notice. Referrals resume, at the Operator’s discretion, once the cause is remedied and current documentation is on file.
10. What happens when it ends. Leads already delivered to the Provider remain the Provider’s to work, and any job already contracted with a customer is unaffected. From the effective date of termination the Provider stops receiving new Leads and telephone enquiries, and the Operator is free to refer them to another contractor. Fees for the month in which termination takes effect are not refunded.
11. Independent parties. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.
12. Governing law; entire agreement. This Agreement is governed by the laws of New Jersey. It is the entire agreement between the parties, and it may be changed only in a writing signed by both parties.

Signatures

The renting crew (“Provider”) signs electronically through the private link the operator sends them; the operator counter-signs. The executed record — signer name, title, date and IP address — is stored with the crew’s account and is snapshotted at signing, so a later edit to this wording never changes an existing contract.