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NEXIS·POWER
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HVAC Installation Agreement
v2.0Effective Apr 21, 2026
Commonwealth of
Massachusetts
HVAC Clickwrap Agreement · v2.0

HVAC
Installation
Terms & Conditions.

Residential heat pump installation — the terms and conditions that govern the design, procurement, installation, testing, and commissioning of Your heat pump system.

Installer
Nexis Solar LLC

10 Tower Office Park, Suite 509
Woburn, MA 01801
d/b/a Nexis Power

Customer
 

Installation Property: — populated from Order Summary —

Version
2.0
Effective
Document ID
NP-TC-2026-V2
Quote No.
 
HIC Reg.
209646
Construction Supervisor
CS-106943
Master Electrician
8785 A1
Mass Save HPIN
HP252011
Contact: HVAC@nexispower.com
© Nexis Solar LLC 2026 · All rights reserved
NEXIS·POWER — HVAC Installation Agreement
v2.0 · Confidential · Nexis Solar LLC

§HVAC Installation Terms and Conditions

These HVAC Installation Terms and Conditions ("Terms") govern the residential heat pump installation services provided by Nexis Solar LLC, a limited liability company formed under the laws of the Commonwealth of Massachusetts, with its principal place of business at 10 Tower Office Park, Suite 509, Woburn, MA 01801 ("Nexis," "Installer," "we," or "us"), to any residential customer in Massachusetts ("Customer," "You," or "Your") who engages Nexis for such services.

Nexis holds the following Massachusetts licenses and registrations:

  • Home Improvement Contractor Registration: 209646
  • Construction Supervisor License (CSL): CS-106943
  • Master Electrician License: 8785 A1
  • Mass Save Heat Pump Installer Network ID (HPIN): HP252011

These Terms, together with the Order Summary specific to Your project, the Exhibits attached or referenced herein, and any Change Orders executed under Section 14, constitute the complete agreement between You and Nexis for the heat pump installation project (the "Agreement"). The Order Summary (equivalent to the historical Exhibit A) contains Your project-specific details, including Your name and contact information, the installation Property address, the Total Contract Price, the scheduled Start Date and Substantial Completion Date, and a description of the equipment to be installed. By clicking "I Agree" and completing the electronic signing flow, You acknowledge that You have received and reviewed Your project-specific Order Summary and agree that its terms are incorporated into and governed by these Terms.

0Electronic Transactions and Signatures

These Terms are executed electronically via a clickwrap signing platform. By clicking "I Agree" and completing the signing flow, Customer affirmatively consents to the use of electronic records and electronic signatures in connection with this Agreement and all related documents.

Customer represents that Customer (i) has the ability to access, review, download, print, and retain electronic copies of this Agreement and all Exhibits; (ii) has had the opportunity to scroll through and review the entire Agreement prior to assenting; and (iii) acknowledges that electronic signatures and clickwrap assent are legally equivalent to handwritten signatures under the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and the Massachusetts Uniform Electronic Transactions Act (M.G.L. c. 110G).

Customer may withdraw consent to electronic execution at any time prior to signing by contacting Nexis at HVAC@nexispower.com and requesting a paper version of this Agreement. Withdrawal of consent after execution does not void this Agreement.

This Agreement requires multiple separate affirmative assent actions during the signing flow, including separate assent to: (a) these Terms in their entirety; (b) the arbitration provisions in Section 11 (required by M.G.L. c. 142A § 2); (c) the three-day Notice of Cancellation in Exhibit B; and (d) the Mass Save Rebate Designation and Assignment in Exhibit F. The parties stipulate to the evidentiary admissibility of the signing platform's audit trail (timestamps, IP address, user agent, and sequence of assent actions) as proof of execution.

1Installation

(a) Location of Installation

Customer and Installer acknowledge and agree that the heat pump system (the "System"), to be installed on Customer's property as identified in the Order Summary (the "Property"), will be designed, procured, installed, tested, and commissioned by Installer (the "Installation"). The System may include ducted and/or ductless air-source heat pumps for heating and cooling, and such other equipment as may be specified in the Order Summary.

(b) Description of the Project Equipment to be Installed

The following will be installed in connection with this Agreement: a heat pump energy system, which includes outdoor condenser unit(s), indoor air handler(s) or wall-mounted units, refrigerant lines, mounting systems, thermostats/controls, and any other equipment described in the Order Summary.

(c) Project Start and Substantial Completion Dates

The Installation is scheduled to commence on or about the Start Date set forth in the Order Summary and is scheduled to be substantially completed on or about the Substantial Completion Date set forth in the Order Summary, subject to delays permitted under Sections 4 and 15.

2Customer's Financial Obligations

(a) Contract Price

The contract price for the goods and/or services purchased by Customer ("Total Contract Price") is set out in the Order Summary.

  1. The Total Contract Price is subject to change due to reasons such as: the Customer needing electrical panel upgrades, ductwork modifications or additions, structural changes for equipment placement, or the system size/capacity being increased or decreased.
  2. The Total Contract Price assumes that all work shall be performed by Installer's authorized contractors and that such contractors will have unimpeded access to the Property as required by Installer to complete the Installation in a timely manner. Customer shall provide Installer with adequate space at the Property for the storage of materials, goods, and equipment.
  3. In the event of a change to the Total Contract Price as a result of the foregoing or any other reason, the parties shall execute a Change Order reflecting such change in accordance with Section 14.

(b) Payments

Customer agrees to make all payments in accordance with the specific payment schedule and options set out in Exhibit E. Customer may choose between the "With HEAT Loan," "No HEAT Loan," or "Nexis-Provided Financing" options, and the selection is recorded in the Order Summary. All payments shall be structured to comply with the deposit and payment-schedule requirements of M.G.L. c. 142A § 2.

(b-1) HEAT Loan Prerequisites, Conditions Precedent, and Payment at Commencement

Where Customer selects the "With HEAT Loan" payment option, Customer acknowledges and agrees to the following:

Conditions Precedent to Installer's Obligation

Each of the following is an express condition precedent to Installer's obligation to commence Installation:

  1. Customer shall complete a Mass Save Home Energy Assessment through an approved Mass Save provider;
  2. Customer shall complete all weatherization measures required as a condition of the Mass Save Home Energy Assessment;
  3. Customer shall submit a complete HEAT Loan Intake Form to the Mass Save HEAT Loan program administrator;
  4. Customer shall obtain a Mass Save HEAT Loan Authorization Form from the program administrator; and
  5. Customer shall obtain credit approval from a participating Mass Save HEAT Loan lender in an amount sufficient to cover the HEAT Loan portion of the Total Contract Price as set forth in Exhibit E and the Order Summary.

Two-Party Check; Endorsement; Delivery at Commencement

Customer acknowledges that the Mass Save HEAT Loan proceeds are disbursed by the participating lender in the form of a two-party check made payable jointly to Customer and Nexis Solar LLC, not as cash to Customer. Customer irrevocably agrees to (a) physically deliver the original two-party check to Nexis at Project Commencement (as defined below); (b) endorse the check in Nexis's favor; and (c) authorize Nexis to deposit and apply the proceeds in accordance with the payment schedule set forth in Exhibit E.

Project Commencement Defined

"Project Commencement" means

the earlier of: (i) delivery of any equipment ordered for the Installation to the Property; (ii) arrival of the installation crew at the Property for Installation work (excluding the Site Survey); or (iii) submission of the building or electrical permit application identifying the Property.

Failure to Deliver and Endorse the Check; Joint Escrow Remedy

If Customer fails to deliver and endorse the HEAT Loan two-party check at Project Commencement, Installer may, at its option and as an express remedy consistent with M.G.L. c. 142A § 2, which permits an insecure contractor to require funds in the owner's possession to be placed in a joint escrow account requiring both parties' signatures for withdrawal, do any or all of the following:

  1. Require the then-unpaid balance of the Total Contract Price (including the HEAT Loan proceeds) to be placed in a joint escrow account at a bank or escrow agent mutually selected by the parties, with withdrawal conditioned on the joint signatures of Customer and Installer, as a condition of Installer's continued performance; and/or
  2. Provide Customer with ten (10) business days' written notice and opportunity to cure the default, after which, if the default is not cured, Installer may suspend performance until the default is cured or terminate this Agreement.

Installer's exercise of these remedies is not a default or breach by Installer and does not relieve Customer of any obligation under this Agreement.

Liquidated Damages for Failure to Fund

If Customer fails to deliver and endorse the HEAT Loan check and the default is not cured within the cure period above, and Installer has incurred any material costs in reliance on this Agreement (including but not limited to ordering equipment, filing permits, scheduling labor, or engaging subcontractors), Customer shall be liable to Installer for liquidated damages equal to the sum of: (i) Installer's actual and documented costs incurred; plus (ii) fifteen percent (15%) of the Total Contract Price or Two Thousand Five Hundred Dollars ($2,500), whichever is greater, representing a reasonable forecast of Installer's administrative costs, lost opportunity costs, and costs of recovery. The parties agree that actual damages from such default are difficult to calculate and that this liquidated damages amount is a reasonable estimate of such damages and is not a penalty.

Customer's Authorization of Direct Communication

Customer irrevocably authorizes Installer to communicate directly with the participating HEAT Loan lender, the Mass Save HEAT Loan program administrator, and the Sponsors of Mass Save regarding HEAT Loan status, approval, and disbursement, and to receive copies of all notices and correspondence.

(c) Refunds

Refunds shall be paid in accordance with the schedule set forth in Exhibit E. Customer acknowledges that the amount of any refund depends on the stage of the project at which Customer cancels this Agreement, and that Installer is entitled to retain amounts representing its actual costs incurred and agreed liquidated damages as set forth in Exhibit E. The refund schedule in Exhibit E does not limit Customer's three-day right to cancel under Section 13(b) and Exhibit B.

(d) Rebate and Incentive Assignment; Prohibition on Duplicate Claims; Broad Pass-Through

Fronting of Mass Save Rebate

Nexis Solar advances ("fronts") and applies, as a reduction to the Total Contract Price, the Mass Save™ heat pump rebate amount of Eight Thousand Five Hundred Dollars ($8,500) (or such other amount as may be approved by Mass Save for the Project) as part of the pricing structure set forth in Exhibit E and reflected in the Order Summary. This fronting reduces Customer's net out-of-pocket cost at the time of payment.

Assigned Incentives Defined

In consideration of Installer fronting the rebate, "Assigned Incentives" means all rebates, incentives, credits, bonuses, and program payments associated with the Installation or the equipment installed, including without limitation: (i) the Mass Save heat pump rebate; (ii) any Mass Save sizing bonus; (iii) any Mass Save enhanced or income-qualified incentive; (iv) any utility bill credit tied to the installed equipment; and (v) any state or regional program incentive tied specifically to the equipment Installer installs. Assigned Incentives expressly exclude: (x) federal income tax credits (including Inflation Reduction Act Section 25C credits to the extent available), (y) state property-tax exemptions, and (z) any other incentive that by law must flow to the homeowner or taxpayer.

Rebate Designation; Exhibit F

During the electronic signing flow, Customer shall separately assent to the Mass Save Rebate Designation and Assignment set forth in Exhibit F, formally designating Nexis Solar LLC as the payee of record for all Assigned Incentives. Customer further agrees to execute any additional program forms reasonably required by Mass Save, the Sponsors, or any participating utility to effectuate the designation.

Prohibition on Duplicate Claims

Customer represents, warrants, and covenants that Customer will not file, apply for, or otherwise seek to claim any Assigned Incentive directly from Mass Save, the Sponsors, any participating utility, or any other program administrator, and will not interfere with Installer's collection of any Assigned Incentive.

Duplicate Rebate Remittance

If Customer files or receives any Assigned Incentive (a "Duplicate Rebate"), Customer shall promptly remit the full amount of the Duplicate Rebate to Installer within ten (10) business days of receipt.

Enforcement, Interest, and Fees

If Customer fails to remit a Duplicate Rebate as required, Installer may invoice Customer for the amount, plus administrative fees and interest at the rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum), or the maximum rate permitted under M.G.L. c. 271 § 49, whichever is lower. Customer agrees to pay such invoice within ten (10) business days. In any action to enforce this Section, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

Venue for Rebate-Recovery Actions

Notwithstanding the arbitration provisions of Section 11, Installer may elect, at its sole option, to pursue rebate-recovery actions under this Section 2(d) in Massachusetts small claims court or in Massachusetts Superior Court, whichever has jurisdiction over the amount in controversy. Customer consents to such venue and jurisdiction.

Third-Party Rebate Processor

Customer acknowledges and agrees that Installer may, at its sole discretion, engage a third-party rebate processor, rebate-advance provider, or administrative agent (the "Rebate Processor") to submit, process, advance, collect, or administer any Assigned Incentive on Installer's behalf. Customer authorizes Installer to (i) disclose to the Rebate Processor all information reasonably necessary to submit and process the Assigned Incentives, including Customer's name, installation address, utility account number, contact information, equipment specifications, and installation verification documents; and (ii) execute, on Customer's behalf where permitted by program rules, any Mass Save rebate application, assignment, or designation form naming the Rebate Processor as the payee of record or as Installer's designated agent. Customer consents to direct communication between the Rebate Processor and Mass Save, the Sponsors, the HEAT Loan lender, and any other program administrator. The engagement of a Rebate Processor does not relieve Customer of any obligation under this Agreement, including the prohibition on duplicate claims. Installer may change, replace, or discontinue use of any Rebate Processor at any time without notice to Customer. Customer's authorizations under this Section run to Installer and to any Rebate Processor Installer designates, successively.

Incentive Denial, Reversal, or Clawback

If any Assigned Incentive is denied, reduced, reversed, rescinded, clawed back, or otherwise not paid to Installer (or to the Rebate Processor) in the full anticipated amount, and such denial, reduction, or reversal is caused in whole or in part by (i) any misrepresentation, omission, or inaccuracy by Customer regarding eligibility, utility account status, household income, pre-existing heating fuel type, or other program qualification criteria; (ii) Customer's failure to complete required weatherization, Home Energy Assessment, or documentation obligations; (iii) Customer's submission of a duplicate rebate application or collection of a Duplicate Rebate; (iv) Customer's revocation of any authorization, designation, or assignment granted under this Agreement; or (v) any other act or omission of Customer, then Customer shall pay Installer the full amount of the denied, reduced, or reversed Incentive within ten (10) business days of written demand, together with administrative fees and interest as provided above. For the avoidance of doubt, Customer is not liable under this sub-section for denials, reductions, or reversals caused by (x) Installer's installation errors, (y) equipment Installer selected that is not on the Mass Save Qualified Products List, or (z) changes to Mass Save program rules occurring after the Order Summary is executed. Installer shall provide Customer with reasonable documentation of the basis for any denial upon written request.

Program-Change Fallback

In the event Mass Save program rules prohibit direct assignment to Installer or to a Rebate Processor for any portion of any Assigned Incentive, Customer shall collect such incentive as nominee and hold the proceeds in constructive trust for Installer, remitting such proceeds to Installer within ten (10) business days of receipt.

Survival and Severability

This Section 2(d) survives termination, expiration, or cancellation of this Agreement. If any provision of this Section is held unenforceable, the remaining provisions shall remain in full force and effect.

3Customer's Obligations

Customer agrees to:

  1. grant Installer and its contractors and agents reasonable access to the Property and cooperate with Installer for the purpose of the Installation, including installing, using, and maintaining refrigerant lines, electrical connections, and controls necessary to interconnect the System to the home's heating and cooling distribution;
  2. if requested, allow Installer to access the Property to inspect the buildings, including attics, basements, crawl spaces, and electrical panels, prior to the Installation to ensure suitability;
  3. cooperate with Installer and assist in obtaining any permits needed, including those related to Mass Save program incentives;
  4. obtain any consent of a third party required for the Installation, such as a homeowner's association. Installer will provide reasonable assistance;
  5. allow Installer to connect the System to the Property's electrical service and provide all necessary authorizations;
  6. provide Installer with power and water access for use during the Installation, if required; and
  7. make reasonable efforts to provide a safe and secure work environment for Installer at the Property throughout the Installation.

4Installer's Obligations

(a) Design

  1. Installer will provide Customer with a preliminary System design and will schedule a time to visit the Property to confirm that the preliminary design will fit (the "Site Survey"). The design and performance of the System is dependent on the physical specifications of the Property, such as ductwork condition, insulation levels, electrical capacity, and placement of indoor and outdoor units.
  2. The final design of the System will be presented to Customer prior to the Installation. Installer will use commercially reasonable efforts to accommodate requests for changes. Installer may begin the Installation once it has received Customer's written or verbal approval.
  3. If during or after the Site Survey, Installer discovers any concealed or hidden conditions or issues with the Property that may delay or prevent completion of the System, Installer will explain the issue, determine whether additional costs are required, and propose a Change Order if needed.
  4. A project may experience delays due to utility approvals, AHJ permitting, Mass Save Home Energy Assessment requirements, supply chain issues, or other approvals, as further set forth in Section 15.

(b) Installation, Insurance, and Liability

Installer agrees to:

  1. schedule the Installation at a mutually convenient date and time;
  2. construct the System according to written plans Customer reviews;
  3. give Customer reasonable notice when access is needed;
  4. keep the Property reasonably free from waste materials or rubbish caused by Installer;
  5. remove all tools, equipment, and waste from the Property prior to final commissioning;
  6. return the Property to a condition similar to its original condition at completion (excluding normal wear and tear);
  7. carry adequate commercial general liability, commercial automobile liability, workers' compensation, and other required insurance as further described in Section 17;
  8. be solely responsible for damage caused by Installer or its agents during Installation, subject to the limitations in Section 9; and
  9. comply with applicable licensing and permitting requirements.

(c) Conditions to Installation

Installer's obligation is conditioned on a thorough inspection and due diligence to confirm suitability, including compatibility with Mass Save incentives where applicable, and satisfaction of the conditions precedent in Section 2(b-1).

5Services Not Included (Excluded Services)

This Agreement does not include an obligation by Installer to:

  1. remove or dispose of hazardous substances other than pre-existing refrigerants in an older HVAC system;
  2. upgrade or repair existing ductwork unless specified in the Order Summary;
  3. correct pre-existing structural, electrical, or plumbing deficiencies;
  4. provide major structural modifications;
  5. pay for errors by Customer or Customer's contractors;
  6. remediate mold, asbestos, or similar issues;
  7. upgrade Customer's electrical service beyond what is specified in the Order Summary;
  8. install unrelated life safety equipment;
  9. remove or relocate unrelated obstacles or vegetation;
  10. pay for specialty permits, HOA approvals, historic district approvals, or architectural reviews; or
  11. provide professional engineering services beyond standard design.

6Performance of Excluded Services

If an Excluded Service is necessary:

  1. Installer will notify Customer and propose costs if Installer is willing to perform it.
  2. Customer agrees to promptly approve a separate written contract with Installer or engage an Installer-approved contractor.

7Right to Subcontract Performance

Installer may subcontract performance without prior consent but remains liable for its subcontractors' work and honors all warranties. If Installer assigns any of the work described in this Agreement to a subcontractor, Installer shall provide Customer with the subcontractor's name, license number and type, address, and contact information upon request.

8Warranties

(a) Heat Pump and Workmanship Warranty (Included in Price)

Installer provides the following warranties, included in the Total Contract Price:

  1. Ten (10) year workmanship warranty on all Installation work from the date of substantial completion;
  2. Ten (10) to twelve (12) year equipment warranty (brand-dependent), being the manufacturer's equipment warranty coverage on all units installed; and
  3. Registration of all equipment with the manufacturer — Installer will register every unit to activate full warranty coverage on Customer's behalf.

Annual Professional Maintenance Required

The workmanship warranty is contingent on annual professional HVAC maintenance performed on the System by Installer or a Nexis-authorized service provider. Failure to complete annual professional maintenance voids the workmanship warranty prospectively. Customer-performed routine maintenance as described in Section 8(d) does not satisfy this annual professional maintenance requirement.

(b) Disclaimer

EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, AND EACH PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

(c) Voided Warranty

Any warranty provided herein shall be void upon the occurrence of any of the following:

  1. Unauthorized Modifications. Any unauthorized modifications, alterations, or repairs to the System, the Installation, or any component thereof by Customer or any third party (other than as permitted under Section 8(d)) void the warranty.
  2. Non-Compliance with Specifications. If the System, Installation, or any component thereof is not maintained and used in accordance with the manufacturer's specifications, guidelines, or Installer's instructions, the warranty is voided.
  3. Third-Party Work. Any modifications, alterations, servicing, or repairs to the System performed by any party other than Installer or a Nexis-authorized contractor void the warranty. For the avoidance of doubt, this provision does not void the warranty for unrelated home repairs performed by other trades, provided such repairs do not affect the System.
  4. Negligence or Misuse. If the System, Installation, or any component thereof is subject to neglect, misuse, abuse, vandalism, accidents, or any other damage caused by Customer or any third party, the warranty is voided.
  5. Acts of God. If the System, Installation, or any component thereof is damaged as a result of an Act of God, the warranty is void, and Customer should pursue remedies under the manufacturer's warranty. "Act of God" means unforeseeable and uncontrollable events or circumstances beyond the reasonable control of either party, including but not limited to natural disasters, extreme weather events, earthquakes, floods, hurricanes, tornadoes, lightning strikes, volcanic eruptions, and other extraordinary natural phenomena.

(d) Customer-Performed Routine Maintenance Carve-Out

Notwithstanding Section 8(c), Customer may perform the following routine maintenance without voiding the workmanship warranty:

  1. changing or cleaning air filters at manufacturer-recommended intervals;
  2. cleaning external surfaces of indoor and outdoor units;
  3. clearing debris, vegetation, snow, or ice from around the outdoor condenser unit, maintaining the manufacturer-specified clearances;
  4. clearing condensate drain lines of visible obstructions;
  5. resetting tripped breakers;
  6. replacing thermostat batteries; and
  7. any additional routine maintenance expressly listed in the manufacturer's homeowner maintenance guide for the installed equipment.

All other maintenance, service, repair, component replacement, refrigerant handling, electrical work, duct modification, or system disassembly beyond the routine tasks enumerated above must be performed by Installer or a Nexis-authorized servicer. Customer or third-party performance of any such non-routine work voids the workmanship warranty prospectively with respect to the affected components and any damage arising therefrom.

(e) Notice of Warranty Claims

Warranty claims must be submitted in writing to HVAC@nexispower.com within thirty (30) days of Customer becoming aware of the defect. Failure to provide timely notice waives the claim to the extent the delay causes additional damage.

9Limitations of Liability and Indemnification

(a) Limitations of Liability

  1. Customer and Installer agree that Installer's liability for any claims, damages, losses, or expenses arising out of or related to the Installation of the System, whether in contract, tort, or otherwise, shall be limited to the total amount paid by Customer to Installer for the services rendered under this Agreement, less the cost of any materials purchased by Installer.
  2. Installer shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, business interruption, or loss of data, even if Installer has been advised of the possibility of such damages.
  3. Customer acknowledges that Installer's pricing reflects the allocation of risk and the limitations of liability contained herein, and that Customer's exclusive remedy for any claim shall be limited to the amount paid by Customer to Installer for the specific services that gave rise to the claim.

(b) Statutory Carve-Outs

Notwithstanding Section 9(a), nothing in this Section limits liability for: (i) gross negligence or willful misconduct; (ii) personal injury or death caused by Installer's employees or agents; or (iii) claims that cannot be limited by contract under Massachusetts law, including willful or knowing violations of M.G.L. c. 93A.

(c) Indemnification

Customer agrees to indemnify, defend, and hold harmless Installer and its employees, officers, directors, agents, and representatives (collectively, "Indemnified Parties") from and against any and all claims, suits, actions, demands, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with the Installation of the System or any breach of this Agreement by Customer, except to the extent such claims arise from the gross negligence or willful misconduct of any Indemnified Party.

10Conflicts

In the event of any conflict between the terms of these Terms and Conditions and any other agreement between Customer and Installer, these Terms shall control, except that the Order Summary shall control as to project-specific details (names, addresses, dollar amounts, dates, and equipment).

11Applicable Law; Arbitration

(a) Governing Law

The laws of the state where the Property is located shall govern this Agreement without giving effect to conflict-of-law or choice-of-law principles. However, the Federal Arbitration Act governs the parties' agreement to arbitrate unless specifically prohibited by state law.

(b) Informal Dispute Resolution

The parties agree to first try to resolve informally and in good faith any dispute. If the parties do not reach an informal agreement to resolve the dispute within thirty (30) days after the notice of dispute is received, either party may commence a formal proceeding as detailed below. All applicable statutes of limitation and defenses based on the passage of time shall be tolled for the thirty (30) days during which the parties try to informally resolve the dispute. If Customer claims deficiencies in the System's Installation or performance, Customer must allow Installer to visually inspect the System and obtain or download pertinent performance data from the System.

(c) Arbitration of Disputes

Unless Customer is a member of the Armed Forces or a dependent of such a member, if the parties cannot resolve any such dispute informally and if either party so requests, the other party agrees to arbitrate all related disputes, claims, and counterclaims arising out of or relating to this Agreement, the relationships described hereunder, the Installation, or any alleged or claimed oral or other agreement related to the System. This agreement to arbitrate extends to all claims of any nature, including claims for breach of contract, tort claims, claims at law or in equity, and claims arising under statute. However, any party may bring an individual claim in small claims court, and Installer may pursue rebate-recovery actions under Section 2(d) in small claims or Superior Court at its sole option.

If a party seeks to have a dispute settled by arbitration, that party must first send to the other party, by certified or registered mail, return receipt requested, postage prepaid, a written Notice of Intent to Arbitrate. If the parties do not reach an agreement to resolve the dispute within thirty (30) days after the Notice of Intent to Arbitrate is received, either party may commence an arbitration proceeding with the American Arbitration Association ("AAA").

TO THE EXTENT PERMITTED BY LAW, CUSTOMER AGREES THAT, BY ENTERING INTO THIS AGREEMENT, CUSTOMER AND INSTALLER ARE AGREEING TO HAVE DISPUTES DECIDED BY AN ARBITRATOR AND ARE WAIVING THE RIGHT TO A TRIAL IN COURT OR BY JURY.

If Customer does not want this agreement to arbitrate under this Section 11, Customer must send Installer a signed notice within sixty (60) days after the date Customer becomes subject to this Agreement. Customer must send the notice in writing (and not electronically) to Installer's address set forth above. Provide Customer's name, the Installation address, and the date. State that Customer "opts out" of the agreement to arbitrate under this Section 11.

(d) Class Action Waiver

ARBITRATION MUST BE ON AN INDIVIDUAL BASIS. NEITHER CUSTOMER NOR INSTALLER MAY JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER BUYERS OR CO-BUYERS, OR LITIGATE IN COURT OR ARBITRATE ANY CLAIMS AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.

(e) Limited Confidentiality (Proprietary Information)

Customer agrees not to publicly disclose Installer's proprietary pricing methodology, engineering designs, load calculations, or trade-secret information. Nothing in this Section restricts Customer's right to (i) post honest reviews of Installer's goods or services on any public review platform; (ii) file complaints with any consumer protection agency, regulatory body, or professional licensing board; (iii) communicate truthfully about Installer's goods and services with third parties; or (iv) exercise any other right protected by the federal Consumer Review Fairness Act (15 U.S.C. § 45b), M.G.L. c. 93A, or any other applicable consumer protection law.

(f) Separate Assent to Arbitration

AS REQUIRED BY M.G.L. C. 142A § 2, CUSTOMER AND INSTALLER SEPARATELY ASSENT TO THE ARBITRATION PROVISIONS OF THIS SECTION 11. BY CLICKING "I AGREE TO ARBITRATION" DURING THE ELECTRONIC SIGNING FLOW, CUSTOMER SEPARATELY AND AFFIRMATIVELY AGREES TO THE ARBITRATION PROVISIONS OF THIS AGREEMENT, INDEPENDENT OF AND IN ADDITION TO CUSTOMER'S GENERAL ASSENT TO THIS AGREEMENT. THIS SEPARATE ASSENT ACTION IS REQUIRED AND WILL BE CAPTURED IN THE SIGNING PLATFORM'S AUDIT TRAIL.
Assent 2 of 4 · Arbitration

Separate Assent to Arbitration

Required separately under M.G.L. c. 142A § 2. This is not a duplicate signature — it is a distinct assent action.

By typing your legal name and clicking below, you separately agree to the arbitration provisions of Section 11, including the jury-trial waiver in § 11(c) and the class-action waiver in § 11(d). You have the right to opt out of arbitration by sending written (non-electronic) notice to Nexis within 60 days, as described in Section 11(c).

12Miscellaneous Provisions

(a) Property Ownership

Customer represents and warrants that Customer is the owner of the Property.

(b) Concealed Conditions

To the best of Customer's knowledge, there are no conditions, concealed or otherwise, that would or may impede or delay the Installation or cause the Property to be unsuitable for the Installation, including but not limited to dry rot, termites, or mold.

(c) Roof Penetrations

If the Installation requires penetrations to a roof, Customer acknowledges and accepts that any roof penetrations necessary to complete the Installation may void any existing warranty of the roof manufacturer or roof installer.

(d) Other State-Specific Notices

Additional notices and disclosures required by state and local law are set forth in Exhibit D.

13Term and Termination

(a) Term

This Agreement shall continue in full force and effect until terminated. Upon termination, those obligations that by their nature should survive shall continue, including (without limitation) indemnity, warranty, rebate assignment, confidentiality, and limitations of liability.

(b) Three-Day Right to Cancel

CUSTOMER MAY CANCEL THIS INSTALLATION AGREEMENT AT ANY TIME PRIOR TO MIDNIGHT OF THE THIRD BUSINESS DAY AFTER THE DATE ON WHICH THIS AGREEMENT IS SIGNED. SEE EXHIBIT B, THE NOTICE OF CANCELLATION FORM, FOR AN EXPLANATION OF THIS RIGHT.

14Extra Work and Change Orders

Extra Work and Change Orders (the "Orders") become part of this Agreement once the Order is prepared in writing and signed by the parties prior to the commencement of work covered by the Order. The Order must describe the scope of the extra work or change, the cost to be added or subtracted from the Agreement, and the effect the Order will have on the schedule of progress payments. Customer may not require Installer to perform the Order work without providing written authorization prior to the commencement of work. Installer's failure to comply with the requirements of this paragraph does not preclude the recovery of compensation for work performed based on legal or equitable remedies designed to prevent unjust enrichment.

15Delay, Force Majeure, and Third-Party Dependencies

(a) Excused Delays

Delays caused by utility interconnection, AHJ permitting, Mass Save program administration, supply chain disruption, weather, labor shortages, material shortages, tariffs, or acts of God do not constitute breach by Installer. Installer shall use commercially reasonable efforts to mitigate such delays and keep Customer informed.

(b) Cost Escalation

If the cost of labor, equipment, or materials increases by more than ten percent (10%) of the Total Contract Price between execution of the Order Summary and Project Commencement as a result of macroeconomic factors, tariffs, supply chain events, or other circumstances beyond Installer's control, Installer may propose a Change Order in accordance with Section 14 to reflect such increase. If Customer does not approve the Change Order within ten (10) business days, either party may terminate this Agreement and Installer shall refund any deposits paid, less Installer's documented costs incurred.

(c) Termination Right

If excused delays extend for more than one hundred twenty (120) consecutive days, either party may terminate this Agreement upon ten (10) days' written notice. Installer shall refund any deposits paid, less Installer's documented costs incurred.

16Permits, Code Compliance, and Utility Coordination

Installer shall obtain and pay for all standard building, electrical, and mechanical permits required for the Installation as part of the Total Contract Price. Customer is responsible for any HOA approvals, historic district approvals, specialty architectural reviews, and any permit costs above those standard permits (which are Excluded Services under Section 5). Customer authorizes Installer to act as Customer's agent for all utility coordination, meter-related work, permit filings, and communications with Mass Save, the Sponsors, and any Rebate Processor.

17Insurance

Installer maintains: (a) commercial general liability insurance of not less than $1,000,000 per occurrence and $2,000,000 aggregate; (b) Massachusetts workers' compensation insurance as required by law; and (c) commercial automobile liability insurance. Certificates of insurance are available upon written request.

18State-Specific Notices

(a) Notice of Right to Contract Copies

Customer is entitled to a completely filled-in copy of this Agreement, signed by both Customer and Installer, before any work may begin. A fully executed electronic copy (including these Terms, the Order Summary, all Exhibits, and the signing platform audit trail) will be automatically delivered to Customer's email address immediately upon completion of the signing flow.

(b) Notice of Right to Cancel

CUSTOMER MAY CANCEL THIS INSTALLATION AGREEMENT AT ANY TIME PRIOR TO MIDNIGHT OF THE THIRD BUSINESS DAY AFTER THE DATE OF THIS TRANSACTION. SEE EXHIBIT B, THE NOTICE OF CANCELLATION FORM, FOR AN EXPLANATION OF THIS RIGHT.

(c) Office of Consumer Affairs and Business Regulation

Installer and any of Installer's subcontractors must be registered with the Massachusetts Office of Consumer Affairs and Business Regulation. Any inquiries about Installer or any subcontractor relating to a registration should be sent to the Director of the Office of Consumer Affairs and Business Regulation.

(d) No Lien or Security Interest

No lien or security interest on the Property is created as a consequence of this Agreement.

19Severability, Construction, and Integration

(a) Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to render it valid and enforceable consistent with the parties' intent.

(b) Construction

This Agreement has been mutually negotiated and drafted, and ambiguities shall not be construed against either party as drafter. The rule of contra proferentem shall not apply.

(c) Integration

This Agreement (comprising these Terms, the Order Summary, and all Exhibits) constitutes the complete and exclusive agreement between the parties regarding the Installation and supersedes all prior or contemporaneous oral or written agreements, representations, or understandings. No oral modifications are permitted; all modifications must be in writing and agreed to by both parties in accordance with Section 14.

(d) Assignment

Customer may not assign this Agreement without Installer's prior written consent. Installer may assign this Agreement, or any rights or obligations hereunder, to any affiliate, successor, or third party (including any Rebate Processor or financing counterparty) without Customer's consent.

§Acknowledgment and Assent

By clicking "I Agree" and completing the electronic signing flow, Customer acknowledges that:

  1. Customer has read and understood these Terms in their entirety, together with Customer's Order Summary and all Exhibits;
  2. Customer has had a reasonable opportunity to scroll through, review, and download this Agreement, and to consult with independent counsel if desired;
  3. Customer has separately assented to the arbitration provisions of Section 11 as required by M.G.L. c. 142A § 2;
  4. Customer has separately assented to the three-day Notice of Cancellation in Exhibit B;
  5. Customer has separately assented to the Mass Save Rebate Designation and Assignment in Exhibit F;
  6. Customer's electronic signature and separate assent actions constitute legally binding signatures under federal ESIGN and M.G.L. c. 110G; and
  7. The signing platform's audit trail (timestamps, IP address, user agent, and sequence of assent actions) is admissible as evidence of Customer's execution of this Agreement.
Exhibit B · Statutorily Required Notice

B. Notice of Cancellation

This Exhibit B is the Notice of Cancellation required by M.G.L. c. 93 § 48 and M.G.L. c. 142A § 2. Customer's separate assent to this Exhibit B during the electronic signing flow constitutes Customer's acknowledgment of receipt and review of this Notice. A Notice of Cancellation form pre-populated with the transaction date will be included in the executed PDF delivered to Customer, for Customer's use in the event Customer elects to cancel.

Notice of Cancellation
Detach and retain for Your records · M.G.L. c. 93 § 48
CUSTOMER MAY CANCEL THIS TRANSACTION, WITHOUT ANY PENALTY OR OBLIGATION, WITHIN THREE (3) BUSINESS DAYS FROM THE EFFECTIVE DATE OF THE AGREEMENT.

IF CUSTOMER CANCELS, ANY PROPERTY TRADED IN, ANY PAYMENTS MADE BY CUSTOMER UNDER THE CONTRACT OR SALE, AND ANY NEGOTIABLE INSTRUMENT EXECUTED BY CUSTOMER WILL BE RETURNED WITHIN TEN (10) BUSINESS DAYS FOLLOWING RECEIPT BY THE SELLER OF CUSTOMER'S CANCELLATION NOTICE, AND ANY SECURITY INTEREST ARISING OUT OF THE TRANSACTION WILL BE CANCELED.

IF CUSTOMER CANCELS, CUSTOMER MUST MAKE AVAILABLE TO THE SELLER AT CUSTOMER'S RESIDENCE, IN SUBSTANTIALLY AS GOOD CONDITION AS WHEN RECEIVED, ANY GOODS DELIVERED TO CUSTOMER UNDER THIS CONTRACT OR SALE; OR CUSTOMER MAY, IF CUSTOMER WISHES, COMPLY WITH THE INSTRUCTIONS OF THE SELLER REGARDING THE RETURN SHIPMENT OF THE GOODS AT THE SELLER'S EXPENSE AND RISK.

IF CUSTOMER MAKES THE GOODS AVAILABLE TO THE SELLER AND THE SELLER DOES NOT PICK THEM UP WITHIN TWENTY (20) DAYS OF THE DATE OF CUSTOMER'S NOTICE OF CANCELLATION, CUSTOMER MAY RETAIN OR DISPOSE OF THE GOODS WITHOUT ANY FURTHER OBLIGATION. IF CUSTOMER FAILS TO MAKE THE GOODS AVAILABLE TO THE SELLER, OR IF CUSTOMER AGREES TO RETURN THE GOODS TO THE SELLER AND FAILS TO DO SO, THEN CUSTOMER REMAINS LIABLE FOR PERFORMANCE OF ALL OBLIGATIONS UNDER THE CONTRACT.

To Cancel This Transaction

Mail or email a signed and dated Notice of Cancellation to:
Email: HVAC@nexispower.com
By Mail: Nexis Solar LLC, 10 Tower Office Park, Suite 509, Woburn, MA 01801

Customer's Separate Assent. By clicking "I Acknowledge the Notice of Cancellation" during the electronic signing flow, Customer confirms receipt and review of this Notice of Cancellation and the three-day right to cancel set forth herein.

Assent 3 of 4 · Cancellation Notice

Acknowledge the 3-Day Cancellation Notice

Required separately under M.G.L. c. 93 § 48. Confirms receipt and review of Your cooling-off rights.

By typing your legal name and clicking below, you acknowledge that Nexis has delivered this Notice of Cancellation to you, that you have had an opportunity to review your three-business-day right to cancel, and that you understand how to exercise that right.

Exhibit D · Required Disclosures

D. Additional State-Specific Disclosures

(a) Office of Consumer Affairs and Business Regulation

Installer and any of Installer's subcontractors must be registered with the Office of Consumer Affairs and Business Regulation. Any inquiries about Installer or any of Installer's subcontractors relating to a registration should be sent to the Director of the Office of Consumer Affairs and Business Regulation.

(b) Notice of Subcontractor(s)

If Installer assigns any of the work described in this Agreement to a subcontractor, Installer shall provide Customer with the subcontractor's name, license number and type, address, and contact information upon written request.

(c) Notice of Liens or Security Interests

No lien or security interest on the Property is created as a consequence of this Agreement.

(d) Home Improvement Contractor Registration

Nexis Solar LLC is registered with the Massachusetts Office of Consumer Affairs and Business Regulation. The Massachusetts Residential Contractor's Guaranty Fund may be available to homeowners in certain circumstances; information is available from the Office of Consumer Affairs and Business Regulation.

Exhibit E · Payment & Refund

E. Payment Options & Refund Framework

This Exhibit E describes the payment options and refund schedule available under this Agreement. Specific dollar amounts and elected payment option for Customer's project are set forth in Customer's Order Summary. All options apply the Mass Save™ rebate of $8,500 (fronted by Installer) as a reduction to the Total Contract Price.

Option 2
No HEAT Loan
50 / 50
  Selected in Order Summary
Project Total$ ______
Fronted Rebate− $8,500
50% at Signing$ ______
50% at Start$ ______
Option 3
Nexis
Financing
  Selected in Order Summary
Project Total$ ______
Fronted Rebate− $8,500
50% at Signing$ ______
50% at Start$ ______

Option 1 · With HEAT Loan (Best Value)

Customer obtains a Mass Save HEAT Loan for up to $25,000 at 0% interest through a participating lender. Project Total minus the $8,500 fronted Mass Save rebate minus the HEAT Loan amount (up to $25,000) equals the Balance Due at Signing. Balance Due at Signing is payable upon execution of the Order Summary. HEAT Loan proceeds (two-party check) are delivered and endorsed by Customer to Installer at Project Commencement as set forth in Section 2(b-1).

Option 2 · No HEAT Loan (50/50 Split)

Customer pays out-of-pocket without HEAT Loan financing. 50% of the Net Contract Price (after the $8,500 fronted rebate) due at contract signing; 50% of the Net Contract Price due at project start.

Option 3 · Nexis-Provided Financing (50/50 Split)

Customer finances through a financing provider Nexis makes available. 50% of the Net Contract Price (after the $8,500 fronted rebate) due at contract signing; 50% of the Net Contract Price due at project start. Financed portion governed by the terms of Customer's separate financing agreement with the financing provider.

All options apply the Mass Save™ rebate of $8,500 (fronted by Installer) as a reduction to the Total Contract Price. Payment is by check, ACH, or electronic funds transfer. HEAT Loan requires completion of Mass Save Home Energy Assessment, completion of required weatherization, and lender credit approval.

Refund Schedule

Refunds are calculated based on the stage of the project at which Customer cancels:

  1. Cancellation within 3 business days of signing 100% refund of all payments made, minus the documented cost of any Site Walk completed.
  2. After 3 business days · before materials are ordered Refund of payments made minus (i) documented costs of site walk, design, and permit filings; and (ii) a liquidated damages administrative fee equal to the greater of $500 or 5% of the Total Contract Price.
  3. After materials ordered · before Installation begins Refund of payments made minus (i) the full cost of materials ordered and not returnable to supplier; (ii) documented labor and design costs; and (iii) liquidated damages equal to 15% of the Total Contract Price.
  4. After Installation has begun No refund. Installer is entitled to the full Total Contract Price less a credit for the reasonable value of work not yet performed.

The parties agree that the liquidated damages amounts set forth above are a reasonable forecast of Installer's actual damages from cancellation at the applicable stage and are not a penalty. This schedule does not limit Customer's three-day right to cancel under Section 13(b) and Exhibit B.

Exhibit F · Standalone Assignment Instrument

F. Mass Save Rebate Designation & Assignment

Heat Pump Installer Network
Rebate Designation
Nexis HPIN
HP252011

This Mass Save Rebate Designation and Assignment ("Designation") is executed in connection with the HVAC Installation Terms and Conditions between Customer and Nexis Solar LLC ("Nexis"), HPIN HP252011, and is incorporated therein by reference. Customer's account-holder information, utility sponsor, and utility account number are set forth in Customer's Order Summary.

1. Designation of Payee

Customer hereby designates Nexis Solar LLC, HPIN HP252011, as the payee of record for all Mass Save rebates, incentives, program payments, sizing bonuses, enhanced or income-qualified incentives, utility credits tied to the installed equipment, and any other state or regional program incentives tied to the equipment Nexis installs (collectively, the "Assigned Incentives") associated with the Installation at the Property identified in the Order Summary. Customer further authorizes Nexis to designate a Rebate Processor (as defined in Section 2(d) of the Terms) as payee of record on Nexis's behalf where program rules permit.

2. Authorization to Submit Applications

Customer authorizes Nexis, and any Rebate Processor Nexis designates, to submit all Mass Save rebate applications, HPIN designation forms, and related paperwork on Customer's behalf. Customer further authorizes Nexis to execute, as Customer's authorized agent, any official Mass Save rebate form where the form permits agent execution and designates Nexis or the Rebate Processor as payee.

3. Authorization for Direct Communication and Data Sharing

Customer authorizes the Mass Save program administrator, the Sponsors of Mass Save, the participating utility, the HEAT Loan lender, and any Rebate Processor to communicate directly with Nexis (and with each other) regarding the status, processing, and disbursement of the Assigned Incentives. Customer consents to Nexis's disclosure to any Rebate Processor of Customer's name, installation address, utility account information, contact information, equipment specifications, and installation verification documents as necessary for rebate administration.

4. Covenant Against Duplicate Claims

Customer represents, warrants, and covenants that Customer will not file, apply for, or otherwise seek to claim any Assigned Incentive directly from Mass Save, the Sponsors, any participating utility, or any other program administrator, and will remit any Duplicate Rebate actually received in accordance with Section 2(d) of the Terms.

5. Tax and Non-Assigned Incentives

This Designation does not assign or transfer federal income tax credits, state property-tax exemptions, or any other incentive that by law must flow to the homeowner or taxpayer, which remain with Customer.

6. Incorporation and Survival

This Designation is incorporated into and made part of the Agreement. The terms of Section 2(d) of the Terms (including provisions on denial, reversal, clawback, interest, attorneys' fees, venue, and program-change fallback) apply to this Designation and survive termination of the Agreement.

Customer's Separate Assent. By clicking "I Agree to the Mass Save Rebate Designation and Assignment" during the electronic signing flow, Customer separately and affirmatively agrees to this Designation, independent of and in addition to Customer's general assent to the Terms. This separate assent action is required and will be captured in the signing platform's audit trail.

Assent 4 of 4 · Rebate Designation

Separate Assent to Rebate Designation

Standalone assignment instrument. Operates as a designation of Nexis Solar LLC (HPIN HP252011) as payee of record for all Assigned Incentives.

By typing your legal name and clicking below, you separately agree to the Mass Save Rebate Designation and Assignment, authorize Nexis and any Rebate Processor to submit rebate applications and communicate with Mass Save on your behalf, and covenant not to file duplicate rebate claims.

Final Step · Assent 1 of 4

Execute the Agreement.

General Assent — current step —

These Terms (v2.0)

Your blanket agreement to the HVAC Installation Terms and Conditions, including all Exhibits incorporated by reference.
Arbitration — pending —

Section 11 · Assented Above

Separate assent required under M.G.L. c. 142A § 2. Complete in the Arbitration block above Section 12.
Cancellation Notice — pending —

Exhibit B · Assented Above

Separate acknowledgment required under M.G.L. c. 93 § 48. Complete in the Cancellation block in Exhibit B.
Rebate Designation — pending —

Exhibit F · Assented Above

Standalone assignment instrument. Complete in the Rebate Designation block in Exhibit F.
Assent Progress 0 of 4
 
 
Terms (general) 01
 
Arbitration 02
 
Cancellation 03
 
Rebate 04

Agreement executed

All four separate assent actions have been captured. Your signing platform audit trail has been recorded. A fully executed PDF copy of the Agreement, all Exhibits, and the audit trail will be delivered to your email within a few minutes.