Terms of Service

These Terms of Service ("Terms," "Agreement," or "Terms of Service") govern the marketing, advertising, lead-generation, and related services provided by Nova Scale ("Nova Scale," "we," "us," or "our") to the client ("Client," "you," or "your").

By purchasing, subscribing to, or otherwise accepting Nova Scale's services, the Client agrees to be bound by these Terms.

1Cancellation Policy

The Client may cancel its services with Nova Scale by providing written notice to Nova Scale.

Unless otherwise agreed in writing, cancellation will become effective 24 hours after Nova Scale receives the cancellation request.

The Client remains responsible for all fees associated with qualified leads, advertising services, or other services provided before the effective cancellation date.

Nova Scale may stop or pause lead generation following receipt of a cancellation request.

2Definitions

For purposes of these Terms:

"Agreement" means these Terms of Service together with any written proposal, order form, service agreement, or other written agreement between Nova Scale and the Client.

"Client" means the individual or business purchasing Nova Scale's services.

"Lead" means an individual who submits their information through a Nova Scale marketing campaign, advertisement, landing page, website, form, or other lead-generation system and meets the applicable Lead Qualification Criteria.

"Lead Qualification Criteria" means the criteria agreed upon between Nova Scale and the Client for a particular campaign. These criteria may include, but are not limited to, the lead being a homeowner, being located within the Client's service area, expressing interest in HVAC services, and providing valid contact information.

"Services" means the marketing, advertising, lead-generation, campaign management, consulting, and related services provided by Nova Scale.

"Client Materials" means information, logos, images, advertising materials, service information, pricing information, trademarks, and other materials provided by the Client.

"Deliverables" means marketing materials, advertising campaigns, landing pages, leads, reports, or other materials created or provided by Nova Scale as part of the Services.

"Service Area" means the geographic area agreed upon by Nova Scale and the Client for the Client's marketing campaign.

3Term

This Agreement begins when the Client purchases or otherwise accepts Nova Scale's Services.

The Agreement will continue until cancelled or terminated in accordance with these Terms or another written agreement between the parties.

Provisions concerning payment obligations, intellectual property, confidentiality, limitation of liability, indemnification, and other provisions that reasonably should survive termination will remain effective after termination.

4Nova Scale's Services

Nova Scale provides marketing and lead-generation services to HVAC contractors and related home-service businesses.

Depending on the Client's selected service, Nova Scale may provide:

• Digital advertising campaigns
• Meta/Facebook and Instagram advertising
• Landing pages and lead forms
• Lead-generation campaigns
• Lead qualification
• Campaign optimization
• Marketing strategy
• Advertising creative
• Lead tracking and reporting
• CRM and lead-delivery systems
• Other marketing services agreed upon by the parties

Nova Scale will make reasonable efforts to generate leads that meet the agreed-upon Lead Qualification Criteria.

However, Nova Scale does not guarantee any specific number of leads, sales, appointments, customers, revenue, return on investment, or other business result unless expressly agreed to in writing.

5Lead Qualification

A Lead may generally qualify when the individual:

• Is located within the Client's agreed Service Area;
• Is a homeowner or otherwise meets the campaign's agreed target criteria;
• Has expressed interest in HVAC-related services;
• Provides valid contact information; and
• Meets any additional qualification criteria agreed upon by Nova Scale and the Client.

Lead qualification requirements may vary depending on the campaign.

Nova Scale may use forms, surveys, advertising platforms, landing pages, automated systems, or other methods to collect and qualify Leads.

A Lead's decision to ultimately purchase services, schedule an appointment, answer a phone call, or become a customer is outside Nova Scale's control.

6Client Responsibilities

The Client agrees to:

• Provide Nova Scale with accurate and current business information;
• Provide accurate service-area information;
• Provide accurate contact information;
• Respond to Leads in a timely and professional manner;
• Maintain the ability to receive and respond to Leads;
• Provide reasonable cooperation necessary to operate the campaign;
• Notify Nova Scale of changes to business hours, service areas, services offered, or availability;
• Ensure that all information provided to Nova Scale is accurate and lawful;
• Comply with all applicable federal, state, and local laws;
• Maintain any licenses, permits, certifications, and insurance required to perform HVAC services;
• Handle customer communications, estimates, appointments, sales, and service delivery directly.

The Client is solely responsible for the HVAC services it provides to its customers.

Nova Scale does not provide HVAC installation, repair, maintenance, inspection, or other HVAC services.

7Lead Delivery

Leads may be delivered through email, text message, CRM systems, webhooks, software integrations, or other communication methods agreed upon by Nova Scale and the Client.

Nova Scale may use third-party platforms to collect, process, store, and deliver Lead information.

Nova Scale will make reasonable efforts to deliver Leads promptly after they are generated and qualified.

Nova Scale is not responsible for delivery failures caused by third-party platforms, internet outages, technical failures, incorrect Client contact information, or circumstances outside Nova Scale's reasonable control.

8Lead Replacement Policy

If the Client believes that a Lead does not satisfy the agreed Lead Qualification Criteria, the Client may submit a Lead replacement request.

Replacement requests must be submitted within 7 calendar days of the Lead being delivered unless a different period is agreed upon in writing.

The request should include:

• Lead name;
• Lead contact information;
• Date the Lead was received;
• Reason the Client believes the Lead does not qualify; and
• Any supporting information reasonably requested by Nova Scale.

Nova Scale will review the request and determine, in its reasonable discretion, whether the Lead qualifies for replacement.

Examples of potentially eligible replacement circumstances may include:

• Invalid or clearly incorrect contact information;
• Lead located outside the agreed Service Area;
• Duplicate Lead;
• Lead that clearly does not meet the agreed campaign criteria.

A Lead is not necessarily eligible for replacement solely because:

• The Lead does not answer the phone;
• The Lead does not respond to messages;
• The Lead does not purchase services;
• The Lead changes their mind;
• The Client is unable to reach the Lead;
• The Client's sales process does not result in a sale.

Unless otherwise agreed in writing, replacement Leads are provided as credits or replacement Leads and do not constitute cash refunds.

9Fees and Payment

The Client agrees to pay Nova Scale the fees specified in the applicable proposal, order form, invoice, subscription, or other written agreement.

Depending on the selected service, fees may include:

• Per-lead fees;
• Monthly marketing fees;
• Advertising management fees;
• Setup fees;
• Software or platform fees;
• Other agreed service fees.

The applicable pricing and billing structure will be communicated to the Client before the Services begin.

Unless otherwise agreed in writing, all invoices are due according to the payment terms stated on the applicable invoice or service agreement.

The Client authorizes Nova Scale or its payment processor to charge the Client's approved payment method for amounts owed.

If a payment fails or becomes overdue, Nova Scale may suspend or stop Services until the outstanding balance is paid.

The Client is responsible for any applicable taxes, payment-processing fees, or other charges associated with the purchase of Services unless otherwise agreed.

10Advertising Spend

Unless expressly stated otherwise in writing, advertising spend paid to platforms such as Meta, Google, or other advertising networks is separate from Nova Scale's service fees.

The Client is responsible for any advertising budget agreed upon for its campaign.

Advertising platforms may change their pricing, policies, targeting capabilities, delivery, or performance at any time. Nova Scale does not control these third-party platforms.

Nova Scale does not guarantee that a particular advertising budget will produce a specific number of Leads, appointments, customers, or sales.

11Marketing Results

The Client acknowledges that marketing and advertising results depend on numerous factors outside Nova Scale's control.

Nova Scale does not guarantee:

• A specific number of Leads;
• A specific cost per Lead;
• A specific number of appointments;
• A specific number of customers;
• Any particular revenue;
• Any particular return on advertising spend;
• Any particular return on investment;
• That every Lead will purchase services;
• That every Lead will answer the Client's calls or messages.

Any examples, case studies, projections, estimates, or prior results provided by Nova Scale are for illustrative purposes only and are not guarantees of future performance.

12Client Materials

The Client retains ownership of materials and intellectual property that it provides to Nova Scale.

The Client grants Nova Scale a limited, non-exclusive, royalty-free license to use, reproduce, modify, and display Client Materials as reasonably necessary to provide the Services.

The Client represents that it has the necessary rights and permissions to provide Client Materials to Nova Scale.

The Client is responsible for ensuring that Client Materials do not infringe the rights of any third party or violate applicable law.

13Nova Scale Intellectual Property

Unless otherwise agreed in writing, Nova Scale retains ownership of its pre-existing intellectual property, systems, processes, templates, strategies, software configurations, marketing frameworks, know-how, and other proprietary materials.

Nothing in these Terms transfers ownership of Nova Scale's underlying systems, processes, methodologies, or intellectual property to the Client.

Upon full payment, the Client may use final marketing materials specifically created for the Client for its own business purposes, subject to any third-party rights and platform restrictions.

14Confidentiality

Each party agrees to keep confidential information received from the other party confidential and to use such information only as reasonably necessary to perform its obligations under this Agreement.

Confidential information may include business strategies, pricing, customer information, marketing strategies, financial information, technical information, and other non-public business information.

Confidentiality obligations do not apply to information that:

• Is publicly available;
• Was already lawfully known;
• Is independently developed;
• Is received lawfully from another source; or
• Must be disclosed by law or legal process.

15Customer and Lead Information

Nova Scale may collect and process personal information submitted by individuals through marketing campaigns operated on behalf of the Client.

The Client acknowledges that Leads may provide information to Nova Scale for the purpose of being contacted regarding HVAC services.

The Client agrees to handle Lead information in accordance with all applicable privacy and data-protection laws.

The Client is responsible for its own use, storage, disclosure, and handling of Lead information after receiving the Lead.

Nova Scale's collection and use of personal information is also governed by Nova Scale's Privacy Policy.

16Compliance With Laws

Each party agrees to comply with applicable laws and regulations relating to its obligations under this Agreement.

The Client is solely responsible for ensuring that its HVAC business operations, sales practices, customer communications, licensing, advertising claims, and service delivery comply with applicable laws and regulations.

The Client must not instruct Nova Scale to create or distribute advertising content that is unlawful, deceptive, misleading, defamatory, or infringing.

Nova Scale reserves the right to refuse or discontinue advertising or marketing activities that it reasonably believes may violate applicable law or platform policies.

17Third-Party Platforms

Nova Scale may use third-party platforms and services to provide the Services, including advertising platforms, CRM systems, analytics tools, hosting providers, payment processors, communication systems, and other software.

Nova Scale is not responsible for changes, outages, suspensions, policy decisions, account restrictions, or other actions taken by third-party platforms.

Third-party services may be subject to their own terms and privacy policies.

18No Professional HVAC Relationship

Nova Scale is a marketing and lead-generation agency.

Nova Scale is not an HVAC contractor, does not provide HVAC services, and does not act as the Client's employee, partner, joint venturer, or licensed HVAC professional.

The Client is solely responsible for evaluating Leads, providing estimates, entering into customer agreements, performing HVAC services, collecting payment, and resolving customer disputes.

19Limitation of Liability

To the maximum extent permitted by applicable law, Nova Scale will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost business opportunities, or loss of goodwill arising from or related to the Services.

Nova Scale does not guarantee uninterrupted operation of websites, advertising platforms, CRM systems, communication systems, or other third-party technology.

To the maximum extent permitted by law, Nova Scale's total liability arising from the Services or this Agreement will not exceed the amount actually paid by the Client to Nova Scale for the Services giving rise to the claim during the three months preceding the event giving rise to the claim.

Nothing in these Terms limits liability that cannot legally be limited under applicable law.

20Indemnification

The Client agrees to defend, indemnify, and hold harmless Nova Scale and its owners, employees, contractors, and representatives from claims, damages, liabilities, losses, costs, and expenses arising from:

• The Client's HVAC services;
• The Client's products or services;
• Claims made by the Client's customers;
• The Client's violation of applicable laws;
• The Client's misuse of Lead information;
• Materials supplied by the Client;
• Infringement of third-party intellectual property caused by Client Materials; or
• The Client's breach of this Agreement.

21Suspension and Termination

Nova Scale may suspend or terminate Services if:

• The Client fails to pay amounts due;
• The Client violates these Terms;
• The Client provides false or misleading information;
• The Client requests unlawful or prohibited marketing activities;
• The Client's actions create legal, regulatory, reputational, or platform risk; or
• Nova Scale reasonably determines that continuing the Services is not commercially or legally appropriate.

Either party may terminate the Agreement in accordance with the cancellation provisions above.

Termination does not eliminate the Client's obligation to pay amounts incurred before termination.

22No Refunds

Unless otherwise expressly agreed in writing, fees paid for Services that have already been performed are non-refundable.

Advertising spend paid to third-party advertising platforms is generally non-refundable and is subject to the policies of the applicable advertising platform.

Nothing in this section limits any refund rights that cannot legally be waived.

23Force Majeure

Nova Scale will not be responsible for delays or failures caused by circumstances outside its reasonable control, including:

• Internet or telecommunications failures;
• Advertising platform outages;
• Software failures;
• Natural disasters;
• Government actions;
• Labor disputes;
• Cybersecurity incidents;
• Changes to third-party platform policies;
• Acts of war or terrorism; or
• Other events beyond Nova Scale's reasonable control.

24Dispute Resolution

The parties agree to attempt in good faith to resolve disputes informally before initiating legal proceedings.

If a dispute cannot be resolved informally, the dispute will be governed by the laws of the State of Illinois, without regard to conflict-of-law principles.

Unless otherwise required by applicable law, the parties agree that any permitted legal action arising from this Agreement will be brought in the appropriate state or federal courts located in Cook County, Illinois.

25Changes to These Terms

Nova Scale may update these Terms from time to time.

Updated Terms will become effective when posted on Nova Scale's website unless otherwise stated.

Continued use of the Services after updated Terms become effective constitutes acceptance of the revised Terms.

26Independent Contractor Relationship

Nothing in this Agreement creates an employment relationship, partnership, joint venture, franchise, or agency relationship between Nova Scale and the Client.

Nova Scale operates as an independent contractor.

Neither party has authority to bind the other party unless expressly authorized in writing.

27Entire Agreement

These Terms, together with any applicable proposal, order form, service agreement, or written agreement between Nova Scale and the Client, constitute the entire agreement between the parties concerning the Services.

If there is a conflict between these Terms and a separate written agreement signed by both parties, the signed agreement will control to the extent of the conflict.

28Severability

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

29Contact Information

Nova Scale

Marketing & Lead Generation for HVAC Contractors

Email: [[email protected]] Website: [https://thenovascales.com/]

By purchasing or using Nova Scale's Services, the Client acknowledges that it has read, understood, and agreed to these Terms of Service.