Facility Scale Service Agreement

1Services

Facility Scale will build and manage the Commercial Contract Engine, a client-acquisition system for commercial HVAC and facility maintenance businesses. It has three parts:

1. Reach (data and cold email). We research, enrich, and verify commercial decision-makers, such as property managers, facility directors, and building asset managers, in your service territory. We set up secondary sending domains and run automated cold email campaigns to them.

2. Attract (paid ads). We build, launch, and optimize Google and Meta ad campaigns and custom landing pages, built around commercial offers such as preventative maintenance reviews, rapid-dispatch guarantees, and energy audits.

3. Respond (AI speed-to-lead). We install an AI voice and SMS assistant that contacts new inquiries, typically within 30 seconds, 24/7. It asks qualifying questions (such as square footage, equipment types, and urgency) and books site visits on your sales calendar.

Setup. During onboarding, we build the sending domains, email sequences, ad campaigns, landing pages, lead database, CRM, and AI workflows. We aim to launch within 30 days of receiving everything listed in Section 2.

Ongoing management. From Month 2, we manage the cold email campaigns, optimize ads, refresh the database, and manage your pipeline.

Not included. We do not sell, quote, or perform your HVAC or facility work. You handle site visits, proposals, pricing, and closing. Work outside this section, such as a full website rebuild, is quoted separately.

2Your Responsibilities

The system depends on your participation. You agree to:

• Complete the onboarding call and intake form within 7 days of the Start Date.
• Give us access to the accounts we need, including your Google and Meta ad accounts, CRM, calendar, and domain settings.
• Fund your ad accounts directly at no less than $1,500 per month, keep a valid payment method on them, and keep them active.
• Review and approve email copy, ads, and landing pages within 3 business days of each request.
• Define your service territory, ideal customers, and services, and tell us right away when anything changes.
• Keep enough open times on your calendar for site visits, and attend or reschedule every booked visit.
• Follow up on leads and site visits promptly, and tell us when an opportunity results in a proposal or a signed contract.
• Make sure all information you give us is accurate, and that you have the right to share any customer data you give us.

If you cause a delay, our deadlines, including the guarantee period in Section 4, are extended by the length of that delay.

3Fees and Billing

• You authorize Facility Scale to charge the payment method used at checkout for the setup fee and each monthly retainer until this Agreement ends.
• The setup fee pays for work that starts right away and is non-refundable, except as stated in Section 4.
• Ad spend is a separate cost paid to the ad platforms. Facility Scale does not control or refund it, and it is not part of the guarantee.
• If a payment fails, we will notify you. If it is still unpaid 7 days later, we may pause the services until it is paid. Paused time does not count toward the guarantee period.
• Fees do not include sales tax, which is added where required.

4Performance Guarantee

We guarantee at least $50,000 in Qualified Pipeline within 90 days of the Start Date (95 days after the Payment Date). If we do not reach it, we keep working with your monthly retainer waived until we do.

What counts as a Qualified Opportunity. An opportunity counts when all of these are true:

1. 1It came from the Commercial Contract Engine: our cold email, our ads, or our AI assistant.
2. 2The contact is a commercial decision-maker or their representative, such as a property manager, facility director, building owner, or asset manager.
3. 3The property is in your service territory, and the work is a service you offer.
4. 4A site visit, assessment, or sales meeting was booked, or the contact asked for a proposal or quote.

How value is counted. Qualified Pipeline is the total dollar value of all Qualified Opportunities:

• If you sent a proposal or quote, its value is the amount quoted. For recurring agreements, the value is the first 12 months of the contract.
• If you did not send a proposal within 10 business days of the site visit or meeting, its value is $10,000 per opportunity.
• Pipeline counts whether or not the opportunity closes. Closing deals is your responsibility.

Tracking. We log every Qualified Opportunity in your CRM, which you can view at any time. You agree to record proposal amounts there or send them to us.

Conditions. The guarantee applies only if:

• You met your responsibilities in Section 2, including access, approvals, and ad spend of at least $1,500 per month.
• At least 95 days have passed since the Payment Date. The guarantee is measured on day 95, not before.
• Your account is paid and current.
• You did not pause the campaigns or change your service territory or services without our agreement.

Remedy. If the guarantee is not met at day 95 after the Payment Date, and the conditions above were met, we will keep providing the services at no monthly retainer until your Qualified Pipeline reaches $50,000. Your regular retainer resumes in the billing cycle after we reach it. This is your only remedy under the guarantee. It does not include a refund of the setup fee, retainers already paid, or ad spend.

No other promises. We guarantee pipeline, not revenue, closed contracts, or profit. Those depend on your pricing, sales process, and market.

5Term, Cancellation, and Refunds

Initial term. The first 90 days from the Start Date are the initial term. It covers the setup fee and the first two monthly retainers.

After the initial term. The Agreement continues month to month. You can cancel with 7 days' written notice by email to sales@facilityscale.com. Service continues through the end of the paid period.

Cancelling during the initial term. You may cancel at any time with 7 days' written notice. If you do, the remaining retainers for the initial term are not charged once the 7-day notice period ends. Payments already made are not refunded, and the guarantee ends.

Cancellation by us. We may end this Agreement if you do not pay within 14 days of a failed payment, materially breach it, or ask us to do something unlawful. We may also end it for any reason with 30 days' notice and a prorated refund of any prepaid retainer.

Refunds. All payments are final and non-refundable, except as stated in this section. The guarantee remedy in Section 4 is continued free service, not a refund.

When the Agreement ends. We will stop the campaigns, give you the deliverables listed in Section 6, and remove our access to your accounts within 14 days.

6Ownership, Data, and Accounts

What you own. You own your ad accounts, ad creative and landing page content made for you, your CRM records, your customer list, and every lead that books an appointment with you or becomes an opportunity.

What we own. We own our methods, templates, workflows, prompts, scripts, and software, including the Commercial Contract Engine as a system. You get a license to use what we install for you while this Agreement is active.

The lead database. The commercial contact database we build for your territory is for your use only, and we will not sell it to a competitor in your territory while you are a client. If you request it in writing within 14 days after cancellation, we will send you an export of the database. Facility Scale keeps the database after the Agreement ends. We may contact any lead who never booked an appointment with you, including on behalf of other clients. Leads who booked an appointment with you are not included.

Sending domains and AI tools. Secondary sending domains are registered in Facility Scale's name and remain Facility Scale's property. The AI assistant and its phone number run on our tools and stop when the Agreement ends.

Your data. We use your data only to provide the services and keep it reasonably secure. We may use anonymized, combined results (for example, "clients averaged X site visits") in our marketing. We will only use your name or results publicly with your written permission.

7Compliance

Cold email. We send business-to-business email following the CAN-SPAM Act, with accurate sender details, a physical address, and a working opt-out. We honor opt-outs promptly.

Calls and texts. The AI assistant calls and texts only people who submitted an inquiry, replied to us, or otherwise gave permission to be contacted. It does not cold-call or cold-text. Our forms collect consent to calls and texts, and we honor stop requests.

AI disclosure. The assistant identifies itself as an automated assistant for your business where the law requires it.

Ads. All ads follow Google and Meta policies. Platform rejections, account suspensions, and policy changes are outside our control, but we will work to fix them.

Your claims. You confirm that your licenses, insurance, certifications, guarantees, and service claims in our messaging are accurate. You are responsible for them.

Your own lists. If you give us your own contact lists, you confirm they were collected lawfully and that you may contact them.

8Confidentiality and Liability

Confidentiality. Each party will keep the other's non-public business information confidential and use it only for this Agreement. This includes pricing, customer data, and methods. It does not cover information that is public or that was already known.

Disclaimer. Except for the guarantee in Section 4, the services are provided "as is." We do not promise specific revenue, closed contracts, or ad results. We are not responsible for outages or changes at third-party platforms, including Google, Meta, email providers, and phone carriers.

Limit of liability. Neither party is liable for indirect, incidental, or consequential damages, such as lost profits or lost contracts. Facility Scale's total liability under this Agreement is limited to the fees you paid us in the 3 months before the claim. Ad spend paid to platforms is not included.

Indemnification. Each party will defend the other against third-party claims caused by its own breach of this Agreement or its own violation of the law. You will also defend us against claims about your services, work, licenses, or service claims.

9Disputes and General Terms

Resolving disputes. If a dispute comes up, we will first try to resolve it in good faith for 30 days, starting when one party sends written notice describing the issue. If that fails, it will be resolved in the state or federal courts of St. Louis County, Missouri.

Governing law. This Agreement is governed by the laws of the State of Missouri, without regard to its conflict-of-law rules.

Independent contractor. Facility Scale is an independent contractor, not your employee, partner, or agent.

Non-solicitation. While this Agreement is active and for 12 months after, neither party will directly hire the other's employees or contractors who worked on this account without written consent.

Notices. Notices must be in writing and sent by email to the address on file: for Facility Scale, sales@facilityscale.com; for you, the email used at checkout.

Changes. We may update this Agreement for future purchases. Changes to your active Agreement require written consent from both parties.

Entire agreement. This Agreement, together with your checkout order, is the entire agreement between us. It replaces any earlier sales materials or conversations. If any part is found unenforceable, the rest stays in effect.