NAVI CARE

MEMBERSHIP AGREEMENT - NEW YORK & NEW JERSEY

Version 1.1 | Online Agreement

Provider: Daniel's Construction 2017 LLC d/b/a The Navi Pro | Address: 6035 Germantown Ave, Philadelphia, PA 19144 | Tel: 929-777-6158 | Email: info@TheNaviPro.com | Web: TheNaviPro.com | Service Area: New York and New Jersey, subject to licensing and service availability

Key Membership Terms

Important: This Agreement is not insurance and does not replace or extend any manufacturer warranty. Membership benefits apply only to an Active membership and an Active Covered System.

Member and Covered System

1. Covered System and Membership Activation

This Agreement applies only to the Navien product identified in the Member account and approved by The Navi Pro as an Active Covered System. Eligible products may include Navien tankless water heaters, combi boilers, boilers, and other residential Navien products accepted by The Navi Pro.

A membership application does not become effective merely because it is submitted. The Navi Pro may accept or reject any application or additional system before activation, in its sole discretion and for any lawful business reason, and is not required to provide a reason for rejecting an application before activation.

Each additional Navien product requires separate enrollment, activation, and the applicable membership fee. Membership benefits for one system do not transfer to another system unless The Navi Pro expressly approves the transfer.

2. Membership Price, Term, and Billing

The membership price is $19.95 per month for each Active Covered System. The total purchase price for the initial 12-month membership term is $239.40 per Covered System, billed in twelve monthly installments of $19.95, plus taxes if legally applicable.

The initial membership term is 12 months beginning on the Covered System activation date. Monthly billing is a payment method and does not make the initial term month-to-month.

The Member authorizes The Navi Pro and its payment processor to charge the payment method on file for recurring membership fees and for other amounts separately authorized under this Agreement or an approved work order.

3. Annual Maintenance Benefit

Each Active Covered System is entitled to one routine annual maintenance visit during each 12-month membership term, scheduled subject to technician availability, routing, seasonality, and reasonable access to the equipment.

Routine maintenance may include, as applicable:

• General operating and visual safety inspection;
• Cleaning of accessible water and air filters;
• Descaling or flushing when appropriate for the equipment and condition;
• Visual inspection for leaks, abnormal conditions, venting concerns, and accessible installation deficiencies;
• Basic operating checks and review of available error history; and
• Other routine procedures normally performed by The Navi Pro for the applicable Navien product.

Annual maintenance does not include repair parts, installation corrections, code upgrades, permits, replacement equipment, or other corrective work unless expressly stated in this Agreement or separately authorized. Unused maintenance has no cash value and does not roll over, except that The Navi Pro may extend eligibility when its own scheduling prevented completion during the term.

4. Repair Labor Benefits

For each Active Covered System, the Member receives one complimentary first hour of eligible standard repair labor during each 12-month membership term. This is one free hour total per term, not one free hour per visit or repair.

After the complimentary hour has been used, the Member receives 25% off The Navi Pro's then-current standard repair labor rate for eligible repair labor on the Covered System. There is no annual limit on the number of eligible labor hours receiving the 25% discount while the membership and Covered System remain Active and in good standing.

The 25% discount applies to standard repair labor only. It does not automatically apply to emergency or after-hours premiums, permits, inspections, travel or special-access charges, installation labor, replacement-system installation, subcontractor charges, equipment rental, crane charges, or other separately priced services.

5. Parts Credit

Each Active Covered System receives up to $50 in parts credit during each 12-month membership term. The credit applies only to eligible repair parts supplied and installed by The Navi Pro for the Covered System.

The parts credit has no cash value, does not roll over, cannot exceed the eligible parts charge, and cannot be transferred to another contractor or unrelated system.

6. Replacement Credit

An Active Member receives a $250 credit toward an eligible replacement Navien system when The Navi Pro supplies and installs the replacement for the Covered System.

The replacement credit has no cash value, does not accumulate from year to year, is not transferable to another contractor, and may not be combined with a promotion that expressly states it cannot be combined. The membership must be Active and in good standing when the replacement contract is entered into.

7. Priority Scheduling

Active Members receive priority scheduling over comparable non-member routine service requests, subject to technician availability, geographic routing, weather, emergencies, parts availability, and other operating conditions. Priority scheduling does not guarantee same-day, emergency, after-hours, or 24-hour service.

8. Pre-Existing Conditions, Poor Installations, and Corrective Work

Pre-existing conditions are not automatically disqualified from receiving member pricing. A poorly installed, neglected, improperly configured, previously malfunctioning, or code-deficient system may be enrolled or remain enrolled at The Navi Pro's discretion.

Membership does not mean that existing deficiencies will be corrected without charge. Repair parts, installation corrections, code corrections, piping changes, venting changes, electrical work, gas-supply corrections, hydronic redesign, and similar corrective work remain separately chargeable, subject to the specific labor and parts benefits stated in this Agreement.

The Navi Pro may document existing conditions with photographs, technician notes, diagnostic information, error history, combustion readings, or other records. If The Navi Pro identifies an unsafe, unlawful, or materially deficient condition, it may decline to operate or service the equipment until the condition is corrected.

9. Exclusions and Separately Chargeable Work

Unless expressly included above, Navi Care does not provide free or fully covered:

• Repair parts beyond the applicable $50 parts credit;
• Repair labor beyond the single complimentary hour and the stated percentage discount;
• New equipment or complete system replacement;
• Permits, government inspections, code-required upgrades, or filing fees;
• Gas-line, electrical, chimney, structural, or unrelated plumbing work;
• Hydronic-system redesign or work on non-Navien equipment;
• Mold, asbestos, hazardous-material, or environmental remediation;
• Damage caused by flood, fire, freezing, abuse, misuse, external electrical events, or acts of nature;
• Work performed by other contractors; or
• Incidental or consequential property damage arising from equipment failure, except to the extent a remedy cannot legally be disclaimed.

10. Parts and Materials

The Navi Pro may use new OEM Navien parts, new equivalent parts, or non-original manufacturer parts when appropriate and permitted by law. Refurbished or reconditioned parts will not be used without disclosure where disclosure or consent is required.

11. Member Responsibilities

• Provide safe, timely, and reasonable access to the Covered System;
• Provide accurate contact, equipment, and service-address information;
• Notify The Navi Pro of known leaks, unsafe conditions, error codes, or significant changes to the system;
• Take reasonable steps to prevent further property damage after discovering a malfunction;
• Follow applicable manufacturer operating instructions and maintain necessary utilities;
• Do not intentionally misuse, damage, or improperly modify the Covered System;
• Notify The Navi Pro if another contractor materially repairs or alters the Covered System; and
• Pay all separately authorized charges not included in membership benefits.

The Navi Pro may require reinspection after significant work by another contractor or after a material change in the installation.

12. Requesting Service and Emergency Procedure

Service may be requested through TheNaviPro.com/care/account, by email at info@TheNaviPro.com, or by telephone at 929-777-6158. Service-request access may be blocked while the membership or Covered System is Pending, Inactive, Past Due, or Cancelled.

For an urgent condition outside normal business hours that may threaten life or property, the Member should shut down the equipment if it is safe to do so, call 911 or the appropriate utility/emergency authority when warranted, and take reasonable steps to prevent further damage. The Member may use another qualified emergency contractor when immediate action is reasonably necessary; Navi Care does not guarantee reimbursement for third-party work unless The Navi Pro expressly authorizes it in writing.

13. Failed Payments and Suspension

If a membership payment fails, The Navi Pro may retry the charge, notify the Member, mark the account Past Due, suspend membership benefits, or cancel the membership for nonpayment. Benefits are not available while the membership is suspended or inactive.

Restoring payment does not require The Navi Pro to treat services performed during a suspension period as membership-covered services.

14. Early Cancellation by the Member and Benefit Reconciliation

The Member may request cancellation at any time. If the Member cancels before completing the applicable 12-month membership term, The Navi Pro may calculate the standard non-member retail value of membership benefits actually received or used during that term.

Benefits subject to reconciliation may include:

• Annual maintenance or descaling actually performed;
• Complimentary repair labor actually received;
• The dollar value of repair-labor discounts actually received;
• Parts credits actually used;
• Replacement-system credits actually used; and
• Other membership discounts or promotional benefits actually received.

All membership payments already paid during the applicable term will be credited against that amount. The reconciliation is calculated as: Retail Value of Benefits Actually Used minus Membership Payments Already Made. If the result is positive, that amount becomes due. If the result is zero or negative, no additional benefit-reconciliation amount is due. Benefits not actually used will not be charged.

This section is subject to any mandatory cancellation, refund, rescission, or other consumer right that cannot legally be waived.

15. Initial Statutory Cancellation Rights

If no claim or membership benefit has been used, the Member may cancel this Agreement within at least 10 days after receiving the Agreement when it is delivered at the time of sale, or within at least 20 days from the date the Agreement is sent when it is delivered after the sale. The Agreement will then be void and amounts paid will be refunded as required by applicable law.

For a New York Covered System, a legally required 10% per month penalty applies to a qualifying refund not made within 30 days after return/cancellation of the Agreement. For a New Jersey Covered System, a legally required 10% per month penalty applies to a qualifying refund or credit not completed within 45 days after cancellation.

16. The Navi Pro Right to Reject, Cancel, or Decline Renewal

Before activation, The Navi Pro may reject a membership application or additional Covered System at any time, in its sole discretion and for any lawful business reason, and is not required to state a reason for rejection before activation.

After activation, The Navi Pro may cancel or decline to renew a membership for any lawful business reason, including operational capacity, service-area changes, safety concerns, repeated abusive conduct, nonpayment, fraud, material misrepresentation, or substantial breach of this Agreement. The Navi Pro is not obligated to offer a renewal beyond the current membership term.

Where applicable law requires notice or a stated reason for provider cancellation before the end of an active term, The Navi Pro will comply with that requirement. For a Covered System located in New York, current law generally requires written notice at least 15 days before provider cancellation, stating the effective date and reason, except for nonpayment, material misrepresentation, or substantial breach relating to the Covered System or its use. For a Covered System located in New Jersey, current law generally requires written notice at least 5 days before provider cancellation, stating the effective date and reason, with similar statutory exceptions.

If The Navi Pro cancels an Active membership for reasons unrelated to the Member's nonpayment, fraud, material misrepresentation, or substantial breach, future recurring membership charges will stop as of the effective cancellation date and any unearned prepaid amount will be refunded if required by law. Separately authorized repair, parts, installation, or other charges already incurred remain due.

17. Pricing Changes

The Navi Pro may change its standard labor rates, parts prices, diagnostic rates, emergency or after-hours charges, installation prices, travel charges, service charges, and other non-membership prices at any time without advance notice. The applicable price for separately authorized work will be disclosed when required before the Member authorizes the work.

The 25% member labor benefit always applies to The Navi Pro's then-current eligible standard repair labor rate. Therefore, changes in the standard labor rate automatically change the corresponding Member labor rate.

The Navi Pro also reserves the right to change the Navi Care membership price. A price change may apply to new memberships, additional systems, or future renewal terms at any time. A change to the price charged during an already-active 12-month term will apply only to the extent permitted by applicable law or affirmatively accepted by the Member. Any notice, consent, cancellation, or refund right that applicable law requires for a membership price change will control.

18. Automatic Renewal

Unless cancelled or not renewed by The Navi Pro, the membership automatically renews after each 12-month term for another 12-month term with monthly billing continuing.

The Navi Pro will provide any renewal notice required by the law applicable to the Covered System. For New Jersey service contracts subject to the statutory automatic-renewal rule, notice will be provided not less than 30 days and not more than 60 days before the cancellation deadline. The renewal notice will identify the upcoming renewal and explain how to cancel. Where another applicable law requires a different notice period or additional disclosure, the legally required rule will control.

A cancellation during a renewed 12-month term may be subject to the Early Cancellation Benefit Reconciliation provisions for benefits actually used during that renewal term.

19. Transferability and Work by Other Contractors

The membership is associated with the Member and Covered System. It may not be transferred to another system without The Navi Pro's approval. If the property is sold, The Navi Pro may allow transfer to the new owner of the same Covered System after the new owner provides required information and accepts the then-current membership terms.

The Member remains free to use another contractor. The Navi Pro is not responsible for work performed by another contractor and may require inspection before continuing membership service after another contractor materially repairs, installs, or alters the Covered System.

20. Financial Responsibility, Governing Law, and General Terms

If this Agreement is not insured under a service contract reimbursement insurance policy, obligations of the Provider under this Agreement are backed by the full faith and credit of Daniel's Construction 2017 LLC d/b/a The Navi Pro. If the Provider elects or is required to use reimbursement insurance, the legally required insurer disclosure will replace or supplement this paragraph before the Agreement is offered to consumers.

This Agreement is separate from any Navien manufacturer warranty and does not extend or replace that warranty. Manufacturer warranty eligibility remains subject to the manufacturer's terms.

The law of the state where the Covered System is located governs this Agreement, including all nonwaivable consumer protections. Nothing in this Agreement waives, limits, or modifies any right the Member has under the nonwaivable consumer-protection laws of New York or New Jersey, as applicable to the location of the Covered System; where any provision of this Agreement conflicts with those laws, those laws control and the provision applies only to the maximum extent those laws permit. If any provision is held unenforceable, it will be reformed and enforced to the maximum lawful extent permitted by the law of that state or, if it cannot be, severed, and the remaining provisions will remain in full force and effect.

This Agreement, the Covered System information associated with the Member account, and any separately authorized work orders constitute the agreement concerning Navi Care. Separate repair, installation, or replacement work may require additional estimates, authorizations, or contracts.

The Navi Pro may assign this Agreement or delegate its performance, in whole or in part, including to a successor, affiliate, or acquirer of its business. The Member may not assign or transfer this Agreement or the membership except as expressly permitted in Section 19.

The Navi Pro may modify the terms of the Navi Care program prospectively for any renewal term by providing any notice required by the law applicable to the Covered System; the Member's continued membership on or after the effective date of a change constitutes acceptance of it. No other modification of this Agreement is binding on The Navi Pro unless it is contained in a writing that The Navi Pro issues or approves. A party's failure or delay in enforcing any provision of this Agreement is not a waiver of that provision or of any other provision.

The Navi Pro is not responsible for any delay in, or failure of, performance caused by conditions beyond its reasonable control, including severe weather, labor, parts, or equipment shortages, supplier, carrier, or utility failures, emergencies, or acts of government or nature.

Sections 21, 22, 23, 24, and 25 survive the termination, cancellation, expiration, or non-renewal of this Agreement.

21. Disclaimer of Warranties and Limitation of Liability

The Navi Pro will perform maintenance, repair, and other services under this Agreement with reasonable care and skill. Except for that commitment and any warranty that cannot legally be disclaimed, and to the maximum extent permitted by the law of the state where the Covered System is located, The Navi Pro disclaims all other warranties, whether express or implied, including the implied warranties of merchantability and fitness for a particular purpose. Navi Care is not insurance and does not replace or extend any manufacturer warranty.

To the maximum extent permitted by law, The Navi Pro is not liable for indirect, incidental, special, punitive, or consequential damages, including lost income, loss of use, inconvenience, or property damage arising from equipment failure. The Navi Pro's total cumulative liability arising out of or relating to this Agreement or the Navi Care membership will not exceed the total membership fees the Member actually paid to The Navi Pro for the affected Covered System during the twelve (12) months before the event giving rise to the claim.

Nothing in this Section limits or excludes liability for personal injury caused by The Navi Pro's negligence, for The Navi Pro's gross negligence, recklessness, or willful misconduct, or for any liability that cannot lawfully be limited or excluded under the law of the state where the Covered System is located. The limitations in this Section apply only to the fullest extent that law permits.

22. Member Indemnification

To the maximum extent permitted by law, the Member will indemnify, defend, and hold harmless The Navi Pro and its owners, employees, and subcontractors from and against third-party claims, damages, liabilities, and reasonable expenses (including reasonable attorneys' fees) to the extent arising from (a) the Member's breach of this Agreement; (b) the Member's misuse of, unauthorized modification to, or failure to maintain the Covered System; (c) an unsafe or unlawful condition at the service address not caused by The Navi Pro; or (d) the Member's material misrepresentation or omission.

This Section does not apply to the extent a claim arises from The Navi Pro's own negligence, gross negligence, or willful misconduct, and it does not require the Member to waive or relinquish any right that cannot legally be waived.

23. Late Payment, Interest, and Costs of Collection

If any membership fee, benefit-reconciliation amount, or other amount owed under this Agreement or an approved work order is not paid when due, The Navi Pro may charge interest and a late fee on the past-due balance at the lower of 1.5% per month or the maximum rate permitted by applicable law, and the Member will reimburse The Navi Pro's reasonable costs of collection, including reasonable attorneys' fees, to the maximum extent permitted by applicable law. These remedies are in addition to The Navi Pro's rights to suspend or cancel under Sections 13 and 16 and do not limit any remedy the Member cannot lawfully be required to waive.

24. Binding Arbitration; Class-Action Waiver; Jury-Trial Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS HOW DISPUTES ARE RESOLVED AND LIMITS THE WAYS THE MEMBER AND THE NAVI PRO MAY SEEK RELIEF.

This Agreement involves and affects interstate commerce, and this Section is governed by the Federal Arbitration Act. Except for the excluded matters described below, The Navi Pro and the Member agree that any dispute arising out of or relating to this Agreement or the Navi Care membership will be resolved by binding arbitration before a single neutral arbitrator, and not in court. By agreeing to arbitration, the Member and The Navi Pro give up the right to sue in court and the right to have any dispute decided by a judge or jury. The rules in arbitration are different from those in court, there is no judge or jury, and review of the arbitrator's decision is limited; however, the arbitrator may award the same individual remedies a court could, including any remedy, statutory penalty, or attorneys' fees available to a prevailing party under applicable consumer-protection law.

Class-action waiver. To the fullest extent permitted by law, all disputes will be brought and arbitrated only in an individual capacity, and the Member and The Navi Pro each waive any right to bring, join, or participate in a class, collective, consolidated, or representative action.

Excluded matters. Either party may bring an individual claim in a small-claims court with jurisdiction, and The Navi Pro may bring an action to collect past-due amounts or to obtain injunctive relief relating to the Member's misuse of the Covered System or to an unsafe condition.

Jury-trial waiver. IF, FOR ANY REASON, A DISPUTE PROCEEDS IN COURT RATHER THAN IN ARBITRATION, THE MEMBER AND THE NAVI PRO EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY.

Severability of this Section. If the agreement to arbitrate is held unenforceable as to any dispute, the class-action waiver and the jury-trial waiver will remain in effect to the fullest extent permitted by law, and that dispute will be decided by a court sitting without a jury. Nothing in this Section limits any right or remedy that the Member cannot lawfully be required to waive.

25. Time to Bring Claims

To the maximum extent permitted by law, any claim or action arising out of or relating to this Agreement or the Navi Care membership must be commenced within one (1) year after the claim accrues; a claim not commenced within that period is permanently barred. This Section does not apply to, and does not shorten, any limitations period that applicable law does not permit to be shortened, including the period for claims under applicable consumer-protection statutes and for personal injury.

Member Acknowledgment and Electronic Acceptance

By checking the acceptance box, entering the Member's name, and submitting enrollment, the Member acknowledges that the Member has received or can retain a copy of this Agreement and agrees to its terms, including the 12-month commitment, recurring monthly billing, automatic renewal, membership benefits and limitations, and Early Cancellation Benefit Reconciliation, the Disclaimer of Warranties and Limitation of Liability in Section 21, the Member indemnification in Section 22, the binding arbitration provision, class-action waiver, and jury-trial waiver in Section 24, and the one-year period to bring claims in Section 25.

The Navi Pro may retain the Member name, date/time of acceptance, Agreement version, Covered System information, and other records reasonably necessary to document acceptance and administer the membership.

Online acceptance: The Member accepts this Agreement by checking the acceptance box, entering the Member's full name as the electronic signature, and submitting the membership application through TheNaviPro.com. A copy of the accepted Agreement will be provided to the Member electronically and retained with the membership record.

END OF AGREEMENT