Referral Fee Agreement

 

REFERRAL AGREEMENT

 

THIS REFERRAL AGREEMENT (“AGREEMENT”) GOVERNS ACCESS AND USE OF CERTAIN REFERRAL SERVICES OFFERED BY SETSCHEDULE, LLC (“SETSCHEDULE”), INCLUDING ACCESS TO THE LEADS PRODUCT (“SETSCHEDULE SERVICES”). 

 

PLEASE READ VERY CAREFULLY THE FOLLOWING TERMS AND CONDITIONS BEFORE SIGNING UP OR USING THE SETSCHEDULE SERVICES.  ACCESSING OR OTHERWISE USING THE SETSCHEDULE SERVICES REQUIRES YOU TO AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.  

 

BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR OTHERWISE PURCHASING OR ACCESSING ANY OF THE SETSCHEDULE SERVICES, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. 

 

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” OR “SUBSCRIBER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.  IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SETSCHEDULE SERVICES.  

 

TABLE OF CONTENTS

 

1. DEFINITIONS

2. QUALIFICATIONS

3. PROVISION OF SERVICES

4. YOUR RIGHTS AND RESPONSIBILITIES

5. REPRESENTATIONS AND DISCLAIMERS 

6. INDEMNIFICATION

7. LIMITATION OF LIABILITY

8. TERM AND TERMINATION

9. NOTICES, GOVERNING LAW AND JURISDICTION

10. GENERAL PROVISIONS

 

 

1. DEFINITIONS

 

1. Affiliates: “Affiliate” or “Affiliates" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

 

2. Additional Terms: “Additional Terms” or “Terms of Use” [https://www.setschedule.com/terms-of-use] shall mean terms outside of this Agreement that may appear on SetSchedule’s Documentation for its services or on SetSchedule’s Website. ANY SUCH ADDITIONAL TERMS ARE INCORPORATED INTO THIS AGREEMENT BY REFERENCE AND ARE LEGALLY BINDING.  

 

3. Content: Content shall mean any software, platform, data, or information created or provided by SetSchedule to end-users that access the SetSchedule Services through online access or downloadable medium.

 

4. Documentation: Documentation shall mean the Application’s user guides, documentation provided by SetSchedule for SetSchedule Services and as help and training materials, as updated from time to time, which may be provided to users of the Application or Website.  

 

5. Effective Date: The Effective Date of this Agreement is the date in which You accept this Agreement by clicking a box indicating your acceptance, or by executing an Order Form that references this Agreement, or otherwise purchasing or accessing any of the SetSchedule Services that requires acceptance to this Referral Fee Agreement.

 

6. Lead: A Lead shall mean contact information for a person or entity who may be a Prospective Client.

 

7. Lead Introduction: Lead Introduction shall mean the transmission of a lead to You as a result of an action you have taken to accept the lead, including but not limited to receiving the lead’s information through email, text message, phone call, and/or within your SetSchedule Account   

 

8. Prescribed Period: Any time within 24 months from the date of Lead Introduction   by SetSchedule between You and the Prospective Client..

 

9. Prospective Clients:  A Prospective Client shall mean a party or individual interested in engaging the services provided by You and associated with the consummation of a Real Estate Transaction, whether stated directly to You, or indirectly through the prospective client’s submission of contact information through an online interest form or phone call to a SetSchedule partner vendor or directly to SetSchedule..  

 

10. Real Estate Agent: A “real estate agent” is a person who, for compensation or in expectation of compensation, is employed by, an independent contractor for, or under the authority of a licensed real estate broker to purchase, sell, and/or lease property in the United States.  

 

11. Real Estate Broker: A “real estate broker” is a person who is licensed to, for compensation or in expectation of a compensation, regardless of the form or time of payment: (a) sell or offer to sell, buy or offer to buy, solicit prospective sellers or purchasers of, solicit or obtain listings of, or negotiate the purchase, sale or exchange of real property or a business opportunity; (b) lease or rent or offer to lease or rent, or places for rent, or solicit listings of places for rent, or solicit for prospective tenants, or negotiate the sale, purchase or exchanges of leases on real property, or on a business opportunity, or collect rents from real property, or improvements thereon, or from business opportunities; (c) assist or offer to assist in filing an application for the purchase or lease of, or in locating or entering upon, lands owned by the state or federal government; (d) solicit borrowers or lenders for or negotiates loans or collects payments or perform services for borrowers or lenders or note owners in connection with loans secured directly or collaterally by liens on real property or on a business opportunity; or (e) sell or offer to sell, buy or offer to buy, or exchange or offer to exchange a real property sales contract, or a promissory note secured directly or collaterally by a lien on real property or on a business opportunity, and perform services for the holders thereof.

 

12. Real Estate Transaction(s): A Real Estate Transaction includes but is not limited to the purchase, sale, or lease of real property facilitated by You for the Prospective Client introduced by SetSchedule through a Lead.

 

13. SetSchedule: SetSchedule is a Real Estate Broker as defined in 1.19 with license number 01939153. The term “SetSchedule” as used throughout this agreement means and refers to SetSchedule, LLC, together with all of its predecessors, successors, parents, subsidiaries, affiliates, officers, directors, administrators, shareholders, employees, attorneys, consultants, agents, or other person acting or purported to act on its behalf or pursuant to its control.

 

14. SetSchedule Services: any content, functionality, and or services offered on or through www.setschedule.com, the SetSchedule Mobile App., or any of SetSchedule’s platforms, whether as a guest or a registered user.

 

15. Website: Website refers to the SetSchedule website at www.setschedule.com. 

 

2. QUALIFICATIONS

 

1. Qualifications: You warrant that You are a United States citizen, a United States national, or a lawful permanent resident alien and at least 18 years of age, and licensed as a real estate broker, or an agent employed by a licensed real estate broker with authority and capacity to purchase, sell, and/or lease property in the United States.  

 

2. E&O Insurance and Licensing: You must hold sufficient Real Estate Agents/Brokers Liability, Errors and Omissions Insurance coverage and have an active real estate license.  By accepting the terms of this Agreement, You warrant that You in fact hold sufficient Real Estate Agents/Brokers Liability, Errors and Omissions Insurance coverage and have an active real estate license.

 

3. PROVISION OF SERVICES

 

1. Provision of Services. SetSchedule will provide You with access to SetSchedule Services at SetSchedule’s discretion based on availability.  

 

2. NO WARRANTIES. SETSCHEDULE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY, INDEMNITY, CONFIDENTIALITY OR SUPPORT OBLIGATIONS.

 

4. YOUR RIGHTS AND RESPONSIBILITIES

 

1. Leads.  You will be provided access to Leads at SetSchedule’s discretion.  SetSchedule makes no guarantee that a real estate transaction will be consummated as a result of a Lead.

 

2. Termination of Services.  SetSchedule may terminate or immediately suspend Your Service at any time for any reason without any liability. Termination of services does not constitute the dissolution of this Referral Agreement. As such, members who have their services terminated are still liable for referral fees to SetSchedule. You acknowledge Your Service may not be complete or fully functional and may contain bugs, errors, omissions and other problems. 

 

3. Referral Fees. In exchange for access to SetSchedule services, you agree to pay SetSchedule 20% of the GROSS commissions earned from each real estate transaction consummated with a Lead within the Prescribed Period , payable upon closing escrow, upon recordation of the deed, other evidence of transfer, or otherwise consummation of the transaction associated with the Real Estate lead .

 

1. Example. Only by way of example and for illustrative purposes, where SetSchedule provides You with a referral, and You, personally or through Your Agent or Broker, earn 2.5% commission on a $1,000,000.00 contract, SetSchedule’s Referral Fee amounts to 20% off the GROSS $25,000.00 or $5,000.00. 

 

 

 

4. Duration of Referral Fee Obligations. SetSchedule retains rights to any Referral Fees under Section 4.4 on any commission earned by a You from Prospective Clients through Leads, during the Prescribed Period.

 

1. Multiple Transactions Resulting from Lead. You agree to pay Referral Fees under Sections 4.4 and 4.5 for multiple Real Estate Transaction with a single Prospective Client so long as the transactions are completed within the Prescribed Period.

 

2. Example. Only by way of example, and for illustrative purposes, where SetSchedule provides You with a referral opportunity or Prospective Client on January 1, 2016, and You, personally or through Your Agent or Broker, earn commission on purchase of Property X to the Prospective Client as a result of a first transaction, a first Referral Fee will be owed to SetSchedule based on that first transaction per Section 4.4.  If the same Prospective Client then, on July 1, 2016, sells Property X and through that second transaction You earn commissions resulting from the second transaction, a second Referral Fee will be owed to SetSchedule based on that second transaction per Section 4.5 because the transaction occurred under the conditions of Section 4.5.1 of this agreement- during the Prescribed Period.

 

 

 

5. Duty to Report. You agree to promptly report to SetSchedule within 24 hours upon the following Triggering Events: (i) entering into a Listing Agreement with a Prospective Client/Seller; (ii) making an Offer on behalf/for a Prospective Client/Buyer; (iii) Opening Escrow in any transaction involving a Prospective Client; (iv) Closing Escrow in any transaction involving a Prospective Client; or entering into any Other Agreement that gives You authority to offer, accept, sell, buy, rent or lease real estate, or otherwise procure any other business opportunity on behalf of a Prospective Client during the Prescribed Period.

 

1. Duty to Inform Company. SetSchedule may from time to time during the relationship between You and SetSchedule, inquire as to Your activities, including but not limited to business production, revenue shares obtained from Referrals, or Referral Fees due; as such, You agree to provide SetSchedule with said information requests, including updates such as bi-monthly status updates concerning the same.

 

 

 

6. Code of Conduct. While You are free to negotiate terms with Prospective Clients, and SetSchedule in no way will be involved in negotiations between You and Prospective Clients, You shall act professional and prudent at all times when interacting either directly or indirectly with Prospective Clients.  

 

7. Referral Agreement & Duty to Inform Your Agents or Broker of Your Obligations. You agree to ensure that any Agents you partner with (“Your Agents”), and your Broker of Record agree to the terms of this agreement and shall provide Your  Agents (if applicable) and Broker of Record with this agreement. As such, You shall be responsible for any commissions, or referral fees obtained through Your Agents and/or Broker. To these ends, You shall provide SetSchedule with contact information for Your Agents, Broker, Escrow Officer, Loan Officer, or any of representatives or Agency for who You work for, and You shall advise its Agents, Broker, Escrow Officer, Loan Officer, or any of Your representatives or Agency for who You work for, of this Agreement with SetSchedule and Your obligations under this Agreement. 

 

1. Referral Agreement: You shall provide Your Agents, Broker, Escrow Officer, Loan Officer, or any of Your representatives or Agency for who You work for, with a Referral Agreement. In the event that You are required by policy or law to use a specific referral form, then you agree to provide that referral form with the Required Information (defined below) upon request by SetSchedule.

 

2. Required Information: You agree to identify and provide in the Referral Agreement or your own referral form: (a) SetSchedule’s Brokerage Information, which has been or will be provided to You; (b) Your full legal Name as it appears in Your real estate license; (c) Name of Your Broker of Record; (d) Your Address; (e)Your Phone Number; (f) Your email address; and (g) Your real estate License Number. 

 

 

 

5. REPRESENTATIONS AND DISCLAIMERS 

 

1. REPRESENTATIONS. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

 

2. DISCLAIMERS.  EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

 

3. DISCLAIMER OF GUARANTEE. ALTHOUGH SETSCHEDULE ATTEMPTS TO CONFIRM THE CAPACITY AND WILLINGNESS OF PROSPECTIVE CLIENTS TO ENTER INTO CONTRACTS OR TRANSACTIONS USING THE SETSCHEDULE SERVICES, SETSCHEDULE MAKES NO GUARANTEE THAT A REAL ESTATE TRANSACTION WILL BE CONSUMMATED AS A RESULT OF A LEAD.

 

6. INDEMNIFICATION

 

1. Indemnification. You agree to indemnify, defend, and hold harmless SetSchedule from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement, including but not limited to the content you submit or make available through this Application.

 

2. Indemnification for Actions of Representatives. In addition to any other remedies available to SetSchedule, You shall indemnify SetSchedule against any and all damages, claims, losses, liabilities and expenses of every kind and character, including without limitation, reasonable legal, accounting and other expenses, including reasonable attorney’s fees, for bodily injury, illness, death, loss, damage or destruction of property or violation of law, order or regulation (whether willful, reckless, negligent or in strict liability) arising out of any actions by You or any of Your representatives, including negligence, misrepresentations, strict liability, willful misconduct, or any other breach of duties by You or Your representatives that cause injury or harm a third party or Prospective Client.

 

3. Actions of Prospective Clients. You agree to indemnify, defend, and hold SetSchedule harmless against any and all damages, claims, losses, liabilities and expenses of every kind and character, including without limitation, reasonable legal, accounting and other expenses, including reasonable attorney’s fees, for bodily injury, illness, death, loss, damage or destruction of property or violation of law, order or regulation (whether willful, reckless, negligent or in strict liability) arising out of any actions by third parties, including Prospective Clients, introduced through Leads, including negligence, misrepresentations, strict liability, willful misconduct, or any other breach of duties by said third parties or their representatives. 

 

7. LIMITATION OF LIABILITY

 

1. LIMITATION OF LIABILITY. NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY CLAIM OR SERIES OF RELATED CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT YOUR OBLIGATIONS UNDER SECTION 4 and Section 6.. 

 

2. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

 

3. LIMITATION ON TIME TO FILE CLAIMS. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SETSCHEDULE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. 

 

4. Exclusion of Consequential Loss. In no circumstances shall SetSchedule be liable for indirect, consequential, reliance, or special loss or damages or for lost revenues, lost savings, lost business opportunity or lost profits of any kind.

 

8. TERM AND TERMINATION

 

1. Term of Agreement. This Agreement commences on the Effective Date and continues until the expiration of the prescribed period for the last lead accepted by you as a user. 

 

2. Termination.  This Agreement may be terminated by each of the Parties at any time, provided that prior Notice is given under Section 9 of this Agreement, and that You will remain responsible for: (i) any obligations under this Agreement pertaining to any Leads provided to You prior to said Notice of termination and (ii) any Real Estate Transactions for the prescribed period as defined in section 1.8. 

 

3. Surviving Provisions. The Sections titled “Duration of Referral Fee Obligations”, “Indemnification,”, “Limitation of Liability,” “Notices, Governing Law and Jurisdiction,” and “General Provisions” will survive any termination or expiration of this Agreement.  

 

9. NOTICES, GOVERNING LAW AND JURISDICTION

 

1. Manner of Giving Notice.  Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to You shall be addressed to the relevant billing contact designated by You. SetSchedule Contact Information: Tel.: 888-222-0011; Email: billing@setschedule.com.

 

2. Governing Law.  This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws.

 

3. Arbitration. You understand and consent that in the event of a dispute between You and SetSchedule, any claim, dispute or controversy arising from or relating to this Agreement or any of the Additional Terms, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration in Orange County, California before a single arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies (as defined in California code of Civil Procedure Section 1281.8) from a court of appropriate jurisdiction. In the event any litigation, arbitration, or other proceeding is brought for the interpretation or enforcement of this Agreement, or because of an alleged dispute, default, misrepresentation, or breach in connection with any of the provisions of this Agreement, the prevailing Party or Parties shall be entitled to recover their reasonable attorneys’ fees, costs, and expenses actually incurred in connection therewith, in addition to any other relief to which she, it, or they may be entitled.

 

This Arbitration provision shall survive the termination, cancellation or expiration of this Agreement.

 

1. CLASS ACTION WAIVER. THE PARTIES AGREE THAT ANY CLAIM, DISPUTE OR CONTROVERSY WILL BE ADJUDICATED ON AN INDIVIDUAL BASIS, AND EACH WAIVES THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, PAGA, OR OTHER JOINT ACTION WITH RESPECT TO THE CLAIM, DISPUTE OR CONTROVERSY.  FURTHER, NO ARBITRATION PROCEEDING HEREUNDER SHALL BE CONSOLIDATED WITH, OR JOINED IN ANY WAY WITH, ANY OTHER ARBITRATION PROCEEDING.  

 

This Class Action Waiver provision shall survive the termination, cancellation or expiration of this Agreement.

 

10. Express Written Consent Under The Telephone Consumer Protection Act.  You agree that SetSchedule, its agents, representatives, affiliates, or anyone calling on its behalf may contact you by telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with our products or services, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any product or service. You also understand that you may opt out of receiving text messages from SetSchedule at any time by texting the word "STOP" to 88301 using the mobile device that is receiving the messages.

 

11. GENERAL PROVISIONS

 

1. Entire Agreement and Order of Precedence. This Agreement, as well as the Privacy Policy, Terms of Use, End User License Agreement and the Master Service Agreement, are the entire agreements between You and SetSchedule regarding Your use of SetSchedule Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted, except as provided in Section 11.2. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) this Agreement, and (2) the applicable Order Form.

 

2. Updates to this Agreement.  SetSchedule reserves the right to alter the terms and conditions of this Agreement at any time.  If SetSchedule updates this Agreement in any way, SetSchedule will post the updated terms on its website or will notify You using reasonable efforts by any means. If You renew the term, or purchase additional SetSchedule Services after the updated Agreement has been posted, You agree to the updated terms. 

 

3. Publicity. You hereby agree that SetSchedule may, but is not obliged to, use Your name and refer to You as a user of the SetSchedule Services in any publicity, press release, advertising or marketing material, throughout the world using any form of media. If You wish to use or display SetSchedule trademarks or mention SetSchedule in any publication, website, press release or in any other manner, You must obtain the prior written consent of SetSchedule.

 

4. Privacy Policy.  SetSchedule privacy policy is available for review on SetSchedule website at www.setschedule.com/privacy-policy. 

 

5. Force Majeure.  SetSchedule has no responsibility for and is released from all contractual obligations and liability (e.g. for damages) if its performance of these terms and conditions is affected by an event of force majeure. For the purpose of this clause, the term “force majeure” means and includes any event which was not under the control of SetSchedule, or was not reasonably foreseeable, including, but not limited to any natural disaster such as thunderstorm, pandemics, flood or storm, fire, national emergency, strike or equivalent labor action, or the unavailability of the Internet for reasons beyond the control of SetSchedule.

 

6. Injunctive Relief.  You understand and agree that SetSchedule shall suffer irreparable harm in the event that You breach any of Your obligations under this Agreement and that monetary damages shall be inadequate to compensate SetSchedule for such breach.  Accordingly, You agree that, in the event of a breach or threatened breach by You of any of the provisions of the Agreement, SetSchedule, in addition to and not in limitation of any other rights, remedies or damages available to SetSchedule at law or in equity, shall be entitled to an interim injunction, interlocutory injunction, and permanent injunction, in order to prevent or to minimize any such breach by You or any or all of Your partners, agents, representatives, and any and all persons directly or indirectly acting for, on behalf of, or with You.

 

7. Taxes. You are responsible for paying all taxes associated with earnings you may receive as a result of using the SetSchedule Services.  If SetSchedule has the legal obligation to pay or collect taxes for which You are responsible under this section, the appropriate amount shall be invoiced to and paid by You, unless You provide SetSchedule with a valid tax exemption certificate authorized by the appropriate taxing authority.

 

8. Attorney’s Fees. In the event any litigation, arbitration, or other proceeding is brought for the interpretation or enforcement of this Agreement, or because of an alleged dispute, default, misrepresentation, or breach in connection with any of the provisions of this Agreement, the prevailing Party or Parties shall be entitled to recover their reasonable attorneys’ fees, costs, and expenses actually incurred in connection therewith, in addition to any other relief to which she, it, or they may be entitled.

 

9. Entire Agreement, Amendments, Prior Discussions. This Agreement constitutes the final, exclusive and complete statement of the party’s agreement respecting the subject matter addressed herein. This Agreement may not subsequently be amended or modified except by a writing signed by both parties hereto and as provided for in Section 11.2.

 

10. Successors and Assigns. This Agreement is binding upon each party hereto and its successors. Neither party may assign or transfer any right or obligation under this Agreement without prior written consent of SetSchedule.

 

11. Severability. In the event that any provision or part of any provision of this Agreement shall be deemed to be void or invalid by a court of competent jurisdiction, the remaining provisions or parts shall be and remain in full force and effect. 

 

Rev 5/21