Breeze Captain

These Terms & Conditions are organized in two parts. Part A — Contractor Client Terms governs the business relationship between the Company and HVAC contractors who purchase leads and/or marketing services. Part B — Website Terms of Use governs homeowners and other visitors who use the Company's consumer-facing lead-capture websites.

Part A — Contractor Client Terms & Conditions

These Contractor Client Terms & Conditions (the "Terms") are entered into between MGK LLC, a Wyoming limited liability company doing business as "Breeze Captain" ("Company," "we," "us"), and the contractor, business, or individual that accepts these Terms ("Client," "you"). By signing an Order Form, making payment, or accepting or using any Lead or Service, you agree to be bound by these Terms.

1. Definitions

(a) "Services" means the lead generation and/or marketing services the Company provides to Client, as described in one or more Order Forms and in these Terms.
(b) "Lead" means a homeowner or prospective customer inquiry (by telephone call, web form, or other method) generated by the Company and delivered to Client for HVAC products or services.
(c) "Billable Lead" means a Lead that meets the qualification criteria in Section 5 and for which Client is charged.
(d) "Exclusive Lead" means a Lead delivered solely to Client. "Shared Lead" means a Lead that may be delivered to more than one contractor, as specified in the applicable Order Form.
(e) "Order Form" means a written or electronic order, proposal, sign-up, or schedule (including online checkout) that references or incorporates these Terms and sets out the specifics of the engagement, including service area, lead type, pricing, caps, and billing model.
(f) "Lead Fee" means the price charged for each Billable Lead, or the fee for the applicable Service, as stated in the Order Form.
(g) "Prepaid Balance" means funds paid in advance by Client from which Lead Fees and other charges are deducted.
(h) "Service Area" means the geographic area (e.g., ZIP codes, radius, or metro) specified in the Order Form in which Leads will be generated for Client.

2. Services and Order Forms

The Company provides Services as described in each Order Form. The Company operates websites, advertising campaigns, and related marketing assets to generate homeowner inquiries for HVAC products and services and delivers those inquiries to Client as Leads. The specific commercial terms — including whether Leads are Exclusive or Shared, the billing model (for example, per-lead, prepaid, monthly retainer plus per-lead, or pay-per-call), pricing, volume caps, and Service Area — are set out in the applicable Order Form. In the event of a conflict between an Order Form and these Terms, the Order Form controls for that engagement.

3. Lead Delivery

The Company delivers Leads to Client in substantially real time by the method(s) stated in the Order Form, which may include live or forwarded telephone calls, web-form notifications, email, SMS, or delivery into a customer relationship management (CRM) or lead-distribution platform. Client is responsible for being available and able to receive and respond promptly to Leads, including, where applicable, on a 24/7 basis for emergency service categories. The Company is not responsible for Leads that Client fails to answer, return, or pursue.

4. Client Responsibility to Respond

Speed and quality of follow-up materially affect outcomes. Client is solely responsible for contacting, qualifying, quoting, scheduling, and servicing each Lead, and for all communications it makes to Leads. The Company does not contact Leads on Client's behalf except as part of generating the Lead, and does not perform HVAC services of any kind.

5. Billable Lead Criteria

A Lead is a Billable Lead if it meets all of the following criteria, unless otherwise stated in the Order Form:

(a) the prospect is located within the Service Area;
(b) the inquiry concerns HVAC products or services offered by Client;
(c) the Lead originates from a genuine prospective customer (and is not generated by Client, the Company, bots, or test activity);
(d) for telephone Leads, the connected call lasts at least sixty (60) seconds, unless a different minimum is stated in the Order Form; and
(e) the Lead is not a duplicate of another Billable Lead delivered to Client within the window stated in the Order Form.

6. Lead Credits and Replacement Policy

If Client believes a Lead does not meet the Billable Lead criteria, Client may request a credit by submitting a dispute to the Company within three (3) business days of delivery, with sufficient detail (such as the call recording reference, date, and reason). Approved disputes are resolved by issuing a credit toward future Lead Fees — not a cash refund — unless required by law. Credits are not provided merely because Client was unable to reach the prospect, the prospect did not answer, the prospect chose another provider, the Lead did not convert into a sale, or Client failed to respond promptly. The Company may review call recordings and other records to evaluate disputes, and its good-faith determination is final.

7. Fees, Billing, and Payment

(a) Fees. Client shall pay the Lead Fees and any other amounts set out in the Order Form. Pricing may differ by lead type, service category, exclusivity, and Service Area.
(b) Prepaid balances and billing models. Depending on the Order Form, Client may (i) maintain a Prepaid Balance from which charges are deducted, (ii) pay a monthly retainer plus per-lead fees, and/or (iii) be invoiced periodically. Client authorizes the Company to charge its payment method for amounts due and, if Client has elected auto-replenishment, to recharge the Prepaid Balance when it falls below a stated threshold.
(c) Service pause. If a Prepaid Balance is exhausted or an invoice is past due, the Company may pause delivery of Leads and Services until the balance is replenished or the invoice is paid.
(d) Taxes. Fees are exclusive of taxes; Client is responsible for all applicable sales, use, and similar taxes other than taxes on the Company's net income.
(e) Late amounts. Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs.
(f) Non-refundable. Except for approved Lead credits under Section 6 or as required by law, fees and Prepaid Balances are non-refundable.

8. Exclusivity, Territory, and Caps

Whether Leads are Exclusive or Shared, any territory exclusivity, and any daily, weekly, or monthly volume caps are governed by the Order Form. Unless an Order Form expressly grants exclusivity, the Company may provide similar Services to other contractors, including competitors of Client, in the same or overlapping areas. The Company does not guarantee any minimum or maximum number of Leads except as expressly stated in an Order Form.

9. Client Obligations and Compliance

Client represents, warrants, and agrees that, at all times during the engagement, it will:

(a) hold and maintain all licenses, registrations, bonds, and insurance required to provide HVAC services in its Service Area;
(b) comply with all laws applicable to its contact with and servicing of Leads, including the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule, federal and state Do-Not-Call requirements, CAN-SPAM, call-recording laws, and applicable state privacy and consumer-protection laws;
(c) honor any consumer request to opt out, stop contact, or be removed, and maintain its own internal do-not-contact records;
(d) use Leads only for its own legitimate HVAC business and not resell, re-distribute, or share Leads with third parties;
(e) not engage in deceptive, misleading, or high-pressure practices, and accurately represent itself, its pricing, and its services to prospects; and
(f) provide accurate account, billing, and Service-Area information to the Company.

10. Consumer Consent and Allocation of Compliance Responsibility

The Company seeks to obtain appropriate consumer consent to be contacted at the point a Lead is generated (for example, through disclosures and consent language on its websites). However, Client remains independently responsible for its own communications to Leads and for ensuring that its calls, texts, and emails comply with the TCPA, Do-Not-Call rules, and all other applicable laws. The Company does not warrant that any particular Lead may be contacted by any particular method (such as autodialed calls or marketing texts), and Client is responsible for making its own compliance determinations and maintaining records of consent and outreach.

11. No Guarantee of Results

Leads are sales opportunities, not guaranteed customers. The Company does not guarantee that any Lead will answer, respond, qualify, schedule, purchase, or generate revenue, and does not guarantee any conversion rate, return on investment, lead quality, or sales outcome. Lead volume and quality naturally vary with seasonality, market conditions, advertising costs, and consumer behavior.

12. Intellectual Property and Data

As between the parties, the Company exclusively owns all rights in its websites, landing pages, brands (including "Breeze Captain"), phone numbers, advertising accounts, software, lead-generation systems, and related materials, and nothing in these Terms transfers any such rights to Client. Client receives only the limited right to use the Leads delivered to it for its own HVAC business. Each party will handle personal information of consumers in accordance with applicable law and its published privacy policy.

13. Confidentiality

Each party may receive non-public information of the other (including pricing, methods, and customer data). The receiving party will use such information only to perform under these Terms and will protect it with reasonable care, except for information that is public, independently developed, or required to be disclosed by law.

14. Term and Termination

(a) Term. These Terms apply for as long as any Order Form is active or any Lead or Service is provided, and continue on a month-to-month basis unless an Order Form states otherwise.
(b) Termination for convenience. Either party may terminate an engagement for any reason on fourteen (14) days' written notice.
(c) Termination for cause. Either party may terminate immediately if the other materially breaches these Terms and fails to cure within ten (10) days after written notice, or immediately for non-payment, insolvency, or unlawful conduct.
(d) Effect. On termination, the Company stops delivering Leads, Client pays all amounts owed for Leads and Services already provided, and any remaining Prepaid Balance is handled as stated in the Order Form (and, absent a contrary statement, is non-refundable). Sections that by their nature should survive (including payment, IP, confidentiality, disclaimers, limitation of liability, indemnification, and dispute resolution) survive termination.

15. Disclaimer of Warranties

THE SERVICES AND LEADS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTY REGARDING LEAD QUALITY, ACCURACY, VOLUME, OR RESULTS.

16. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR BUSINESS, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS. THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO THE COMPANY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

17. Indemnification

Client will defend, indemnify, and hold harmless the Company and its owners, officers, employees, and agents from and against any claims, damages, penalties, liabilities, and reasonable costs (including attorneys' fees) arising out of or relating to (a) Client's contact with, communications to, or servicing of any Lead; (b) Client's violation of the TCPA, Do-Not-Call rules, CAN-SPAM, call-recording laws, or other applicable law; (c) Client's breach of these Terms; or (d) the HVAC products or services Client provides to any customer.

18. Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship, and neither party may bind the other.

19. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Wyoming, without regard to its conflict-of-laws rules. The parties will attempt in good faith to resolve any dispute informally. Any unresolved dispute will be brought exclusively in the state or federal courts located in Sheridan County, Wyoming, and each party consents to that jurisdiction and venue. The prevailing party in any action to enforce these Terms is entitled to recover its reasonable attorneys' fees and costs.

20. General

These Terms, together with the applicable Order Form, are the entire agreement between the parties regarding the Services and supersede prior discussions. The Company may update these Terms by posting an updated version or providing notice; continued use of the Services after the effective date constitutes acceptance. Client may not assign these Terms without the Company's consent; the Company may assign them in connection with a merger, sale, or reorganization. If any provision is held unenforceable, the remaining provisions remain in effect. Neither party is liable for delays or failures caused by events beyond its reasonable control. No waiver is effective unless in writing. Notices to the Company must be sent to MGK LLC, 30 North Gould Street, Ste N, Sheridan, WY 82801, or by email to info@breezecaptain.com; notices to Client may be sent to the contact information on its Order Form. Electronic acceptance and signatures are valid and binding.

21. Acceptance

By signing an Order Form, clicking to accept, making payment, or accepting or using any Lead or Service, Client acknowledges that it has read, understood, and agreed to these Terms.

Part B — Website Terms of Use

These Website Terms of Use ("Website Terms") govern your access to and use of the websites operated by MGK LLC, doing business as "Breeze Captain" ("Company," "we," "us"), including https://breezecaptain.com (collectively, the "Site"). By accessing the Site or submitting a request through it, you agree to these Website Terms. If you do not agree, do not use the Site.

1. What We Do

The Company operates a marketing and referral service that connects homeowners and other consumers with independent, third-party HVAC contractors and service providers ("Service Providers"). We are not an HVAC contractor, and we do not perform heating, cooling, or any home services. We do not employ the Service Providers, and we do not guarantee or warrant any Service Provider, or the quality, pricing, timeliness, licensing, or outcome of any services they provide.

2. Eligibility

You must be at least 18 years old, a resident of the United States, and the homeowner or a person authorized to request services for the property in question. By using the Site, you represent that you meet these requirements and that the information you provide is accurate and your own.

3. Consent to Be Contacted

By submitting your information through the Site (for example, a quote request or contact form) and clicking the submit button, you agree that the Company and one or more Service Providers may contact you about your request at the telephone number, email address, and other contact details you provide, including by telephone call, text message (SMS/MMS), and email, and including the use of automated technology, autodialers, and prerecorded or artificial voice messages, even if your number is on a federal or state Do-Not-Call list.

Consent is not a condition of purchase. You are not required to provide this consent in order to obtain services, and you may instead contact a provider directly. Message and data rates may apply, and message frequency may vary. You may opt out of text messages at any time by replying STOP, and may request not to be contacted by emailing info@breezecaptain.com. You represent that the telephone number you provide is your own and that you are authorized to give this consent for that number.

4. No Endorsement; No Professional Advice

Any information on the Site is provided for general informational purposes and is not professional, technical, or safety advice. We do not endorse, recommend, or guarantee any Service Provider. Your dealings with any Service Provider — including pricing, scheduling, work performed, warranties, and payment — are solely between you and that Service Provider, and we are not a party to and are not responsible for those dealings.

5. Your Representations

When you use the Site, you agree that you will provide true and accurate information; that you are the owner of, or are authorized to use, the contact details you submit; and that you will not submit requests on behalf of others without authorization or for any unlawful or fraudulent purpose.

6. Privacy

Information you submit is handled in accordance with our Privacy Policy, available at https://breezecaptain.com/privacy, which describes what we collect, how we use it, and how we share it with Service Providers and partners. By using the Site, you acknowledge that we may share the details of your request with one or more Service Providers so they can respond to you.

7. Acceptable Use

You agree not to misuse the Site, including by attempting to interfere with its operation, accessing it through automated means without permission, submitting false or fraudulent information, infringing others' rights, or using it in violation of any law.

8. Intellectual Property

The Site and its content — including text, graphics, logos, the "Breeze Captain" name and branding, and software — are owned by or licensed to the Company and are protected by law. You may not copy, reproduce, or create derivative works from the Site without our prior written permission.

9. Disclaimers

THE SITE AND ITS CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY SERVICE PROVIDER WILL MEET YOUR NEEDS.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES ARISING FROM YOUR USE OF THE SITE OR FROM ANY SERVICES PROVIDED (OR NOT PROVIDED) BY ANY SERVICE PROVIDER. OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SITE WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100).

11. Indemnification

You agree to indemnify and hold harmless the Company from any claims arising out of your use of the Site, your violation of these Website Terms, or your violation of any law or the rights of any third party.

12. Third-Party Links

The Site may contain links to third-party websites or resources. We are not responsible for the content, products, or practices of those third parties, and access to them is at your own risk.

13. Changes to These Website Terms

We may update these Website Terms from time to time. Changes are effective when posted, and your continued use of the Site constitutes acceptance of the updated Website Terms.

14. Governing Law

These Website Terms are governed by the laws of the State of Wyoming, without regard to its conflict-of-laws rules, and any dispute will be subject to the exclusive jurisdiction of the state and federal courts located in Sheridan County, Wyoming.

15. Contact

Questions about these Website Terms may be directed to Breeze Captain (MGK LLC), info@breezecaptain.com, 30 North Gould Street, Ste N, Sheridan, WY 82801.