This PitPilot Partner Referral Agreement (“Agreement”) is entered into between CHC Technology Group LLC d/b/a PitPilot (“PitPilot”) and the individual or business entity identified in the applicable electronic PitPilot Partner Onboarding Form (“Partner”).

By completing the Onboarding Form and electronically accepting this Agreement, Partner agrees to be bound by the terms and conditions set forth herein.

The completed Onboarding Form, including all business information, contact information, territory information, service selections, payment authorizations, uploaded documents, acknowledgements, and other information submitted by Partner and accepted by PitPilot, is incorporated into and made part of this Agreement by reference as though fully set forth herein.

1. Purpose

PitPilot operates a marketing and customer acquisition platform that connects consumers with independent automotive repair professionals.

Partner desires to receive qualified customer referrals from PitPilot and agrees to perform automotive repair services in accordance with this Agreement.

The parties acknowledge that PitPilot is not an automotive repair provider and does not perform, supervise, direct, inspect, control, or warrant the repair services performed by Partner.

Partner operates as an independent business and is solely responsible for all repair services provided to customers.

2. Definitions

For purposes of this Agreement:

“Onboarding Form” means the electronic registration or onboarding form completed by Partner through the PitPilot website, onboarding portal, partner portal, or other electronic system designated by PitPilot.

“Partner Profile” means the operational and business information maintained by PitPilot regarding Partner, including information initially submitted through the Onboarding Form and subsequently updated by Partner or PitPilot.

“Territory” means the geographic service area approved by PitPilot and reflected in Partner’s current Partner Profile.

“Services” means the automotive repair or related services selected by Partner and approved by PitPilot.

“Qualified Referral” means a prospective customer inquiry that PitPilot determines, in its reasonable discretion, meets the applicable criteria for referral to Partner.

“Active Partner in Good Standing” means a Partner that satisfies the requirements set forth in this Agreement, including payment, availability, licensing, insurance, and performance requirements.

3. Partner Profile

Partner agrees that its current Partner Profile shall constitute the official record of all variable business and operational information relating to Partner’s participation in the PitPilot Partner Program.

The Partner Profile may include, without limitation:

• Partner’s legal business name;
• trade name or DBA;
• authorized representative;
• business address;
• email address;
• telephone number;
• service Territory;
• Services offered;
• service availability;
• licensing information;
• insurance information;
• payment information;
• business hours;
• tax information;
• and other operational information reasonably required by PitPilot.

Partner represents that all information submitted to PitPilot is accurate and complete.

Partner agrees to promptly update any information that becomes inaccurate or incomplete.

PitPilot may rely upon the information contained in the Partner Profile for operational, billing, communication, and administrative purposes.

4. Territory

Partner’s approved Territory shall be the Territory reflected in Partner’s current Partner Profile.

The Territory is incorporated into this Agreement by reference.

Partner may request changes to its Territory through the process established by PitPilot. No requested Territory change shall become effective unless approved by PitPilot.

PitPilot reserves the right to establish, divide, combine, redefine, or otherwise modify service territories in accordance with this Agreement.

Nothing in this Agreement guarantees Partner any minimum number of referrals, customers, jobs, revenue, or business opportunities within the Territory.

5. Lead Assignment and Conditional Territory Exclusivity

PitPilot will designate Partner as its exclusive PitPilot automotive repair partner within the approved Territory, provided Partner remains an Active Partner in Good Standing and maintains sufficient capacity to service customer demand within the Territory.

While Partner maintains such status, PitPilot will make reasonable efforts to assign qualified customer referrals originating within the Territory exclusively to Partner.

Partner shall be considered an Active Partner in Good Standing if all of the following conditions are met:

• Partner maintains a valid payment method on file;
• Partner has no past-due balanced owed to PitPilot;
• Partner maintains all licenses, permits, certifications, and insurance required by law and this Agreement;
• Partner continues to meet PitPilot’s service and performance standards;
• Partner remains reasonably available to accept and perform Qualified Referrals within the Territory; and
• Partner maintains the operational capacity and availability to accept and service a minimum of five (5) Qualified Referrals per week when at least five (5) Qualified Referrals are made available to Partner by PitPilot.

Territory exclusivity is intended for Partners capable of reasonably servicing customer demand within their assigned Territory. Accordingly, if Partner regularly limits its availability or capacity to fewer than five (5) Qualified Referrals per week, PitPilot may determine that Partner does not have sufficient capacity to maintain exclusive Territory rights.

Partner will not be deemed to have failed the minimum weekly referral requirement during any week in which PitPilot makes fewer than five (5) Qualified Referrals available to Partner.

Partner shall be deemed inactive, or otherwise ineligible for continued Territory exclusivity, if Partner repeatedly declines Qualified Referrals, fails to respond to Qualified Referrals, regularly maintains insufficient capacity to service at least five (5) Qualified Referrals per week when such referrals are available, is unavailable to service Qualified Referrals for more than thirty (30) consecutive days, or otherwise demonstrates an unwillingness or inability to reasonably participate in the PitPlot referral program.

If Partner becomes inactive or otherwise ceases to qualify as an Active Partner in Good Standing, PitPilot may suspend or revoke Partner’s exclusive Territory rights and may assign referrals within the Territory to one or more additional service providers.

PitPilot may also introduce additional service providers within the Territory if Partner’s demonstrated capacity is insufficient to reasonably accommodate available customer demand, notwithstanding Partner’s prior designation as the exclusive partner for such Territory.

The suspension or loss of Territory exclusivity shall not, by itself, terminate this Agreement.

Partner may continue participating in the PitPilot network unless this Agreement is otherwise terminated pursuant to its terms.

If Partner later cures the condition that resulted in the loss of exclusivity, PitPilot may, in its sole discretion, restore Partner’s exclusive Territory rights.

PitPilot shall have no obligation to restore exclusivity if the Territory has already been assigned to another exclusive partner. 

6. Business Evolution

Partner acknowledges that PitPilot’s business model, technology platform, partner program, customer fulfillment strategy, lead assignment methodology, and service offerings may evolve over time in response to market conditions, customer needs, technological developments, capacity requirements, operational needs, or other strategic business initiatives.

Accordingly, PitPilot reserves the right to modify, suspend, or discontinue its Territory exclusivity program, including converting an exclusive Territory to a non-exclusive Territory or appointing additional service providers within the Territory, as part of a legitimate business or operational change.

Except where exclusivity is revoked due to Partner’s inactivity, non-payment, breach of this Agreement, or failure to remain an Active Partner in Good Standing, PitPilot shall provide Partner with at least thirty (30) days’ prior written notice before any change to Partner’s exclusive Territory becomes effective.

Following expiration of the thirty (30) day notice period, PitPilot may, in its sole discretion:

• appoint one or more additional Partners within the Territory;
• distribute referrals among multiple Partners;
• implement new lead routing, dispatch, or assignment methodologies;
• permit customers to select among available service providers;
• introduce new technology or platform functionality that alters how referrals are assigned, routed, scheduled, or fulfilled; or
• otherwise modify its customer fulfillment strategy or operating model.

Any modification or discontinuation of Territory exclusivity pursuant to this Section shall not constitute a breach of this Agreement and shall not, by itself, terminate this Agreement.

Following the effective date of such modification, Partner may continue participating in the PitPilot partner network on a non-exclusive basis, subject to the remaining terms of this Agreement.

Nothing in this Agreement shall obligate PitPilot to maintain an exclusive-Territory business model for any specific period of time, provided PitPilot complies with the notice requirements set forth herein.

7. Services and Service Standards

Partner agrees to perform only those Services reflected in Partner’s current Partner Profile and approved by PitPilot.

Partner agrees to:

• maintain all licenses, certifications, permits, and insurance required by law;
• respond promptly to customer inquiries;
• perform repairs in a professional and workmanlike manner;
• communicate honestly and accurately regarding diagnosis, pricing, repair recommendations, and expected completion times;
• treat customers respectfully and professionally;
• maintain commercially reasonable service availability;
• comply with all applicable laws and regulations;
• and promptly notify PitPilot of any significant customer dispute, complaint, property-damage claim, bodily-injury claim, or other material issue relating to a PitPilot referral.

Failure to consistently meet these standards may result in reduced referrals, suspension, loss of Territory exclusivity, or termination from the PitPilot partner network.

8. Lead Pricing

The first three (3) Qualified Referrals provided to Partner are free of charge.

After the introductory referrals, Partner agrees to pay the following referral fees:

Lead Type	Referral Fee
General Repair	$30

PitPilot may classify a referral based on the primary service requested by the customer.

Nothing in this Agreement guarantees that a referred customer will schedule service, purchase services, or generate revenue for Partner.

9. Payment Authorization and Billing

Partner authorizes PitPilot and its designated payment processor to securely store and maintain the payment method submitted through the Onboarding Form or subsequently added to Partner’s account.

Partner further authorizes PitPilot to automatically charge the payment method on file for referral fees and other amounts properly due under this Agreement.

The payment method associated with Partner’s account and any Automatic Payment Authorization accepted during onboarding are incorporated into this Agreement by reference.

Referral fees will be:

• automatically billed once each week;
• charged to the payment method on file;
• without requiring separate invoices; and
• without separate payment requests.

Partner agrees to keep a valid payment method on file at all times.

Partner is responsible for ensuring that sufficient funds or credit are available to satisfy charges when due.

Any failed or declined payment must be resolved within five (5) business days.

An overdue balance may result in suspension of referrals, loss of Territory exclusivity, or termination of this Agreement.

10. Customer Relationship and Non-Circumvention

Customers introduced through PitPilot are customers acquired through PitPilot’s marketing and customer acquisition efforts.

Partner agrees that it will not intentionally:

• encourage customers to bypass PitPilot in order to avoid referral fees;
• solicit PitPilot customers for the purpose of circumventing this Agreement;
• misrepresent its relationship with PitPilot;
• interfere with PitPilot’s ongoing customer relationships; or
• otherwise take action primarily intended to avoid amounts properly owed to PitPilot.

Nothing in this Agreement prevents a customer from independently choosing to contact Partner directly in the future, provided Partner has not intentionally encouraged or facilitated circumvention of PitPilot.

11. Customer Data

All customer information generated through PitPilot, including lead information, CRM records, communications, call recordings, website submissions, form submissions, marketing data, and related records, remains the property of PitPilot except to the extent applicable law provides otherwise.

Partner may use customer information only as reasonably necessary to perform the requested Services and administer its legitimate customer-service obligations.

Partner may not sell, transfer, disclose, or use PitPilot customer information for unrelated marketing purposes without PitPilot’s prior written consent, except as otherwise required by law.

12. Performance Standards

PitPilot may evaluate Partner’s performance on an ongoing basis.

Performance factors may include, without limitation:

• response time;
• lead acceptance rate;
• customer satisfaction;
• appointment completion;
• professionalism;
• complaint history;
• availability;
• payment status;
• service quality; and
• overall reliability.

PitPilot may reduce, suspend, reroute, or discontinue referrals if Partner consistently fails to meet reasonable performance expectations.

13. Term and Termination

This Agreement shall continue on a month-to-month basis until terminated.

Either party may terminate this Agreement upon thirty (30) days’ written notice.

PitPilot may suspend or immediately terminate this Agreement for:

• non-payment;
• fraud or misrepresentation;
• loss of required licensing, permits, or insurance;
• repeated customer complaints;
• material breach of this Agreement;
• misuse of customer data;
• circumvention of PitPilot;
• unlawful conduct;
• or conduct that, in PitPilot’s reasonable judgment, could materially harm PitPilot’s brand, customers, reputation, or operations.

Termination does not relieve Partner of any outstanding payment obligations or liabilities arising before termination.

Any provisions that by their nature should survive termination, including payment obligations, confidentiality, data restrictions, indemnification, liability provisions, and non-circumvention obligations, shall survive termination.

14. Marketing and Brand Control

PitPilot retains sole ownership and control over its:

• branding;
• trademarks;
• websites;
• advertising;
• search engine optimization;
• paid advertising;
• pricing presented in PitPilot marketing materials;
• customer acquisition strategies;
• CRM systems;
• lead routing systems;
• lead distribution processes;
• technology platform; and
• customer-facing marketing assets.

Nothing in this Agreement grants Partner any ownership interest in PitPilot’s intellectual property, marketing assets, technology, customer acquisition platform, or brand.

Partner may not use PitPilot’s trademarks, logos, brand names, advertising materials, or other intellectual property except as expressly authorized by PitPilot.

15. Independent Contractor Relationship

Partner is an independent contractor and independent business.

Partner is solely responsible for:

• hiring, compensating, and supervising its employees and subcontractors;
• payroll and taxes;
• vehicles;
• tools and equipment;
• permits;
• licensing;
• insurance;
• business expenses;
• compliance with applicable laws;
• repair procedures;
• scheduling;
• pricing charged to customers for repair services;
• warranties;
• and the manner in which repair services are performed.

Nothing in this Agreement shall be construed as creating an employer-employee relationship, partnership, joint venture, agency relationship, fiduciary relationship, or franchise between PitPilot and Partner.

Partner has no authority to bind PitPilot to any contract or obligation.

16. Insurance

Partner represents and warrants that it maintains all insurance required by applicable law and all insurance reasonably appropriate for the operation of its automotive repair business.

Partner shall maintain such coverage throughout the term of this Agreement.

PitPilot may require Partner to provide evidence of insurance at onboarding or at any time during the relationship.

Partner agrees to promptly notify PitPilot of any cancellation, lapse, material reduction, or termination of required insurance coverage.

17. Liability and Responsibility for Repair Work

Partner acknowledges and agrees that PitPilot acts solely as a marketing and referral platform and does not perform, supervise, inspect, direct, control, or warrant any repair work performed by Partner.

Partner assumes full responsibility for all Services performed for customers referred through PitPilot.

Without limiting the foregoing:

• Partner is solely responsible for any damage to a customer’s vehicle or other property arising out of or related to Partner’s diagnosis, repair work, negligence, omissions, workmanship, employees, agents, or subcontractors.
• Partner shall not make any claim against PitPilot for reimbursement, contribution, indemnification, defense costs, damages, losses, or expenses arising from any customer claim relating to repair work performed by Partner.
• If a customer alleges that Partner damaged the customer’s vehicle or other property while performing Services, Partner shall be solely responsible for investigating, defending, resolving, settling, and paying such claim.
• Partner is solely responsible for all warranty, workmanship, rework, refund, property-damage, and bodily-injury claims arising from Services performed by Partner.

PitPilot shall not be responsible for the quality, safety, legality, pricing, diagnosis, workmanship, timeliness, or outcome of Services performed by Partner.

18. Indemnification

To the fullest extent permitted by law, Partner shall defend, indemnify, and hold harmless PitPilot and its owners, officers, directors, employees, affiliates, agents, successors, and assigns from and against any claims, lawsuits, liabilities, losses, damages, judgments, settlements, costs, expenses, and reasonable attorneys’ fees arising out of or relating to:

• Partner’s repair work;
• Partner’s negligence or misconduct;
• damage to customer property;
• bodily injury;
• warranty disputes;
• alleged defective workmanship;
• Partner’s employees, contractors, or subcontractors;
• Partner’s violation of applicable law;
• Partner’s breach of this Agreement; or
• any act or omission of Partner or anyone acting on Partner’s behalf.

19. Limitation of PitPilot Liability

PitPilot makes no guarantee regarding:

• the number of referrals Partner will receive;
• the quality or purchasing intent of any prospective customer;
• conversion rates;
• completed repairs;
• customer revenue;
• Partner profitability; or
• future business opportunities.

To the fullest extent permitted by law, PitPilot shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or relating to this Agreement, the referral program, or Services performed by Partner.

20. Electronic Communications and Notices

Partner consents to receive notices, communications, billing notices, operational updates, and other communications electronically using the email address, telephone number, or other contact information maintained in Partner’s Partner Profile.

Unless otherwise required by law, written notice under this Agreement may be provided by email or through the PitPilot platform.

Partner is responsible for maintaining accurate and current contact information.

21. Electronic Acceptance

Partner acknowledges and agrees that electronically selecting an “I Agree,” “Accept,” “Complete Onboarding,” “Activate My Partnership,” or substantially similar checkbox or button and submitting the Onboarding Form constitutes Partner’s electronic signature and acceptance of this Agreement.

Partner agrees that such electronic acceptance shall have the same force and effect as a handwritten signature.

PitPilot’s acceptance of Partner into the PitPilot Partner Program or activation of Partner’s account shall constitute PitPilot’s acceptance of this Agreement.

22. Incorporated Documents

The following documents, where applicable, are incorporated into this Agreement by reference:

• Partner’s completed Onboarding Form;
• Partner’s current Partner Profile;
• Automatic Payment Authorization;
• Privacy Policy;
• any service or program terms expressly identified during onboarding;
• and any other document expressly stated to be incorporated into this Agreement.

Partner acknowledges that such documents collectively form part of the parties’ agreement.

23. Updates to Partner Information

Partner may update variable operational information through the PitPilot platform or another process approved by PitPilot.

Updates to contact information, payment methods, insurance records, licensing records, availability, or other administrative information shall not require a formal amendment to this Agreement.

Changes to Partner’s Territory, Services, or other information requiring PitPilot approval shall become effective only upon approval by PitPilot.

No update to Partner’s profile may modify the legal terms of this Agreement unless expressly agreed by PitPilot.

24. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict-of-law principles.

25. Entire Agreement

This Agreement, together with:

• Partner’s completed Onboarding Form;
• Partner’s current Partner Profile;
• the Automatic Payment Authorization;
• the Privacy Policy;
• any documents expressly incorporated herein by reference; and
• any updates accepted or approved in accordance with this Agreement,

constitutes the entire agreement between the parties regarding Partner’s participation in the PitPilot Partner Program and supersedes all prior discussions, negotiations, representations, understandings, and agreements concerning the same subject matter.

All such incorporated documents shall be treated as part of this Agreement as though fully set forth herein.

In the event of a conflict between this Agreement and information contained in the Onboarding Form or Partner Profile, the terms of this Agreement shall control unless PitPilot expressly agrees otherwise in writing.

No amendment to the legal terms of this Agreement shall be effective unless made in writing or electronically accepted by both parties.

26. Severability

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect to the fullest extent permitted by law.

27. No Waiver

Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

A waiver shall be effective only if made in writing by the party granting the waiver.

28. Assignment

Partner may not assign or transfer this Agreement or its rights under this Agreement without PitPilot’s prior written consent.

PitPilot may assign this Agreement in connection with a merger, acquisition, sale of substantially all assets, corporate restructuring, or other transfer of the PitPilot business.

29. Counterparts and Electronic Records

This Agreement may be executed and accepted electronically.

Electronic records of Partner’s acceptance, Onboarding Form submission, agreement version, date and time of acceptance, and related onboarding records may be maintained by PitPilot as evidence of the parties’ agreement.

PitPilot Partner Referral Agreement
Version: 1.0
Effective Date: 9/3/2026