Marketplace Contractor Agreement

This Marketplace Contractor Agreement (the "Agreement") is entered into as of the date of execution below (the "Effective Date") by and between BidVolt Marketplace, Inc., a Delaware corporation ("BidVolt"), and the contractor entity identified in the signature block below ("Contractor," "you").

1. Marketplace Access

1.1 BidVolt operates an online marketplace (the "Marketplace") through which BidVolt offers Verified Contractors the opportunity to bid on or accept assignment of pre-signed commercial energy efficiency project contracts ("Projects"). BidVolt grants Contractor a non-exclusive, non-transferable, revocable license to access the Marketplace at the membership tier elected at execution.

1.2 Membership tiers and entitlements are described in the Membership Schedule and may be modified by BidVolt with 30 days' written notice. Tier upgrades take effect immediately; downgrades take effect at the next billing cycle.

2. Verification

2.1 Contractor represents and warrants that, at the time of execution and continuously throughout the term: (a) it holds all licenses required by applicable state and local law for the trades it bids; (b) it maintains general liability insurance of not less than $1,000,000 per occurrence and $2,000,000 aggregate; (c) it maintains workers' compensation coverage as required by law; and (d) it has been in continuous operation for not less than two (2) years.

2.2 Contractor shall furnish current evidence of items (a)-(d) upon request, and shall notify BidVolt within five (5) business days of any change to license, insurance, or operating status. Failure to maintain verification triggers automatic suspension.

3. Fees

3.1 Membership Fee. Contractor shall pay one of the following membership fees for the elected tier, billed via Stripe:

1. Monthly subscription — billed in advance every 30 days, cancelable at any time with 30 days' notice. Pro-rata refunds are not provided. Monthly payments accrue as a credit toward a future lifetime Seat purchase if Contractor elects to upgrade.
2. Lifetime Seat — paid in full at the elected tier, granting lifetime marketplace access subject to ongoing compliance with this Agreement. Lifetime Seat fees are non-refundable.
3. Founding Member — limited to the first 100 contractors, granting Silver-tier benefits at 50% off, paid as a one-time fee, non-refundable.

Current monthly and Seat fees are as published on the Marketplace.

3.2 Assignment Fees. For each Project awarded to Contractor, Contractor shall pay BidVolt an assignment fee equal to ten percent (10%) of the total contract value. Assignment fees are due in cleared funds before BidVolt releases the customer relationship and project documentation to Contractor.

3.3 Seat Transferability. A lifetime Seat may be transferred to a successor entity (e.g., on sale or restructuring of Contractor's business) once during the lifetime of the Seat, subject to BidVolt verification of the successor entity's licensing and insurance. Transfer fee: $499.

3.4 Suspension Reinstatement. An account suspended for performance failure may be reinstated upon payment of a reinstatement fee of $1,500, at BidVolt's discretion. Repeat suspension may result in permanent revocation of the membership without refund.

4. Performance Obligations

4.1 Upon being awarded a Project, Contractor shall:

1. Confirm acceptance and proposed install schedule within five (5) business days;
2. Complete the install per the verified scope and on the schedule confirmed with the customer;
3. Submit utility incentive paperwork as the program-eligible installer of record;
4. Honor the BidVolt Verified Install Guarantee, including 90-day callback obligations for defective workmanship or material failure.

4.2 Failure to confirm acceptance, no-show on a confirmed install date, or failure to complete callback obligations triggers immediate suspension and reassignment to a backup contractor at Contractor's cost (covered up to the Verified Install Guarantee cap).

5. Verified Install Guarantee

5.1 BidVolt maintains a guarantee fund (the "Bond") funded by 2.5% of marketplace volume. The Bond pays remediation up to $25,000 per Project for installs that fail due to workmanship or material defects within ninety (90) days of completion.

5.2 Contractor remains the primary obligor for warranty work. The Bond is secondary coverage and pays only if Contractor fails to remedy. BidVolt has subrogation rights against Contractor for any Bond payouts caused by Contractor's negligence or breach.

6. Non-Circumvention

6.1 Contractor shall not, during the term and for twenty-four (24) months thereafter, directly or indirectly: (a) solicit any customer introduced through the Marketplace for any energy efficiency, lighting, mechanical, or related services outside the Marketplace; (b) accept work from any such customer outside the Marketplace; or (c) refer any such customer to a competing platform or contractor.

6.2 Violation entitles BidVolt to (a) immediate account termination without refund, (b) liquidated damages of three (3) times the contract value of any circumvented work, and (c) injunctive relief, recognized as a reasonable and proportionate estimate of harm.

7. Confidentiality and Data

7.1 Walkthrough data, customer information, scope documents, rebate calculations, and Marketplace operational details are confidential to BidVolt. Contractor shall use such information solely to perform awarded Projects and shall not retain copies after Project completion beyond what is required by law or for warranty obligations.

8. Indemnification

8.1 Contractor shall indemnify and hold harmless BidVolt against any claim arising from (a) Contractor's defective workmanship; (b) Contractor's misrepresentation to a customer; (c) Contractor's failure to maintain license or insurance; (d) Contractor's violation of utility program rules.

9. Limitation of Liability

9.1 BidVolt's aggregate liability under this Agreement shall not exceed the total fees paid by Contractor in the twelve (12) months preceding the claim, except for liability arising from BidVolt's gross negligence or willful misconduct.

10. Term and Termination

10.1 This Agreement begins on the Effective Date and continues until terminated. Either party may terminate without cause on thirty (30) days written notice. BidVolt may terminate immediately for cause, including verification lapse, performance failure, or Section 6 violation.

10.2 Sections 5, 6, 7, 8, and 9 survive termination.

11. Dispute Resolution and Governing Law

11.1 Governed by the laws of New Jersey. Disputes shall be resolved by binding JAMS arbitration in Newark, New Jersey, except that BidVolt may seek injunctive relief in any court of competent jurisdiction for Section 6 violations. Prevailing party recovers attorneys' fees.

12. Miscellaneous

12.1 Entire Agreement; amendable only in writing; severable; enforceable by e-signature.

13. Acknowledgment

Contractor acknowledges it has read, understood, and freely agrees to this Agreement; has had the opportunity to seek legal counsel; and intends the e-signature below to constitute a legally binding signature on behalf of the Contractor entity.