Agent ServiceS Agreement
Last updated April 8, 2022
This Agent Services Agreement (this “Agreement”) governs your use of the services provided by, and your relationship as described herein with, Conveyance Pros, LLC, a Pennsylvania limited liability company d/b/a LEVPROS (“LEVPROS,” “Provider,” “us,” “we” or “our”). You, as the agent, are also referred to herein as the “Agent.” Each of LEVPROS and the Agent are hereinafter referred to, individually, as a “party” and, collectively, as the “parties.” The fiduciary Agent’s client(s) shall be referred to as “Client.”
In order to proceed with your agency relationship with us, you must agree to the terms and conditions in this Agreement. Please review this Agreement carefully. This Agreement constitutes a legal agreement between you and LEVPROS. By checking the box under “Service Agreement Acknowledgement” and clicking “Submit” (or making a similar submission based on the then current website interface), you expressly acknowledge and agree to be bound by (a) this Agreement and any future modifications to this Agreement made by us at any time as provided herein, (b) all applicable policies of LEVPROS and its affiliates, and (c) all applicable local, provincial/state, national and foreign laws, statutes, ordinances, rules, regulations and orders (collectively, “Applicable Law”).
We reserve the right to modify this Agreement and/or any of our policies at any time. Any modification to this Agreement shall be effective upon our posting an updated version of this Agreement on the link provided. You are responsible for regularly reviewing this Agreement. Your continued use of the services provided by LEVPROS following any such modifications will constitute your consent to and acceptance of all such modifications.
Throughout this document the term “Process Designation” means the mutually agreed-upon non-fiduciary services provided by LEVPROS to the Agent pursuant to this Agreement.
I. Onboarding Process
A. An onboarding appointment shall be conducted prior to LEVPROS commencing any file work on behalf of the Agent. However, should the Agent require file work prior to an onboarding appointment being complete, upon agreement with LEVPROS the Agent may complete an onboarding session within three business days of the first file submission to LEVPROS and prior to any additional file orders being accepted by LEVPROS. Should the Agent not complete the onboarding process within two weeks of first file order, the full fee charged for file work will become non-refundable and will be invoiced and processed by LEVPROS within the terms of payment dictated within this Agreement.
B. At the conclusion of the onboarding process, the Agent will be provided with the following pursuant to then-current LEVPROS policies and practices:
1. a customized agent portal featuring our “Big Board” to track pending deals, as well as submission forms for new file orders and reporting changes to existing files;
2. assigned transaction management and listing coordination Process Designation lists that layout the standards assigned to all work done with Clients and the Agent;
3. marketing materials to include in listing and buyer presentations;
4. access to free coaching, resources and training as well as discounts on other products and services; and
5. direct access to premium Agent and Client support through a designated leverage leader.
C. The typical onboarding process takes between 90 and 120 minutes, but, depending on the volume of the Agent’s file work or the size of the Agent’s team, requested additional account setup or training, or Agent requested customizations, an onboarding process can take up to 8 hours.
D. Each Agent will receive a welcome email with all necessary links and a recap of our system along with the deliverables outlined in this Agreement as promptly as possible following the completion of the onboarding process.
E. In the discretion of LEVPROS, changes or adjustments may need to be made to Process Designation lists or services throughout the first 90 days of service or the first six file settlements in order for LEVPROS’s process to be fully acclimated within the Agent’s business.
A. Transaction Management
We strive to be a guiding force throughout the transaction and ensure a more seamless process for Clients and the Agent. However, our process is designed to work in conjunction with the Agent and not to replace the Agent or serve as a fiduciary to the Client. The following details the transaction management services provided hereunder (“Transaction Management”):
The Provider shall:
● perform only the activities as outlined on the Agent’s custom Process Designation templates;
● not negotiate inspections, attend settlement or in any way act as a fiduciary to Client;
● provide communications regarding the deposit due dates and assist with coordinating delivery, but will not be responsible for receipt or delivery;
● work in conjunction with the Clients to schedule all inspections, appraisals and certifications required, but will not attend meetings or provide payment in advance for such services;
● work to bring all parties together in order to drive the deal to settlement while providing special care to the Client’s needs and striving to strengthen the relationship between the Client and the Agent; and
● use its reasonable commercial efforts to copy the Agent on all communications.
The Agent shall:
● submit new file orders to LEVPROS as a common practice within 24 hours of execution and the Agent acknowledges that any orders placed later may cause disruptions, modifications or compromises to the Process Designation;
● use the designated agent portal to submit new orders to LEVPROS, fill out all fields on new orders and changes to existing orders, take the time to verify all information is correct, and attach all needed documents at time of submitting new orders or changes;
● be responsible for the execution of all necessary documents related to the transaction;
● educate the Client about relationship with Provider and manage expectations whenever possible (using provided marketing materials); and
● copy the leverage leader and Provider on all communications related to the transactions, reply all and add in Provider on any communications related to the transaction from others in which Provider was not included, and recap any communication (e.g., phone calls or text messages) pertinent to the transaction with Provider through official methods.
Payment for each file that receives Transaction Management services is due and payable at the time of each file settlement and shall be invoiced and processed within the terms of payment dictated within this Agreement.
B. Listing Coordination
We strive to be a resource for the Agent and Client and drive all communication and services necessary to launch a new listing efficiently and effectively, streamlining the communication throughout the process until the listing is under contract. The following details the listing coordination services provided hereunder (“Listing Coordination”):
The Provider shall:
● perform only the activities as outlined on the Agent’s custom Listing Process Designation Template;
● not negotiate price drops, agreement extensions or in any way act as a fiduciary to Client;
● work in conjunction with the Clients to coordinate photography, any pre-inspections and Agent designated/coordinated marketing services, etc. required to active the live listing, but will not attend meetings or provide payment in advance for such services;
● coordinate and communicate open houses (based on Agent submissions) and basic listing updates;
● use its reasonable commercial efforts to drive the listing to contract and ensure any inquiring parties have access to all necessary information; and
● use its reasonable commercial efforts to copy the Agent on all communications.
The Agent shall:
● submit new file orders as a common practice as follows:
○ at least seven calendar days, and no more than 21 calendar days prior to the desired Active Market Date for full listing preparation;
○ at least three calendar days prior to the Active Market Date when listing photos and all required documentation are complete and accessible to Provider;
○ at least 24-hours prior to the Active Market Date with the understanding that Provider will only use information from Provider’s Listing Submission Form for upload to the Multiple Listing Service;
● acknowledge herein that any orders placed outside of the aforementioned windows may cause disruptions, modifications, or compromises to the Process Designation;
● use the designated agent portal to submit new listing orders, fill out all fields on new orders and changes to existing listings, take the time to verify all information is correct, and attach all needed documents at time of submitting new orders or changes;
● be responsible for the execution of all necessary documents related to the listing;
● educate the Client about relationship with Provider and manage expectations whenever possible (using provided marketing materials); and
● copy the leverage leader and Provider on all communications related to the listing, reply all and add in Provider on any communications related to the listing from others in which Provider was not included, and recap any communication (e.g., phone calls or text messages) pertinent to the listing with Provider through official methods.
Payment for Listing Coordination services for each file is due and payable at the time the listing for each file goes live (active or coming soon), and shall be invoiced and processed within the terms of payment dictated within this Agreement.
C. Additional Services
1. Provider may offer additional services including specialty marketing, administrative, coaching, consulting, and training designed to enhance the Agent and Client experiences for additional fees as determined by Provider from time to time.
2. These services will be communicated by Provider to the Agent and assigned a Process Designation, and Provider will provide a breakdown of Agent and Provider responsibilities prior to commencement of any such additional services, all of which will be agreed in writing between the parties and shall supplement and be appended to this Agreement.
3. Payment for any additional services provided by Provider will be due and payable at the time the services are rendered and shall be invoiced and processed within the terms of payment dictated within this Agreement.
Provider will charge Agent, and the Agent agrees to pay Provider, the following fees for each service provided hereunder:
1. Transaction Management – $400.00 per file.
2. Listing Coordination – $125.00 per file. This fee assumes that Provider will handle the Transaction Management in connection with all files requiring Listing Coordination Services. Listing Coordination Fees are increased to $225.00 per file for each file requiring Listing Coordination, but that have not been submitted by the Agent to Provider for corresponding Transaction Management.
3. Additional services as provided pursuant to Section II.C – as determined by Provider.
B. Payment Protocols
On all transactions (unless expressly agreed with Provider otherwise and detailed in this Agreement or in writing per individual file), Provider will collect payment in the following methods and in the following order:
1. Provider shall be paid at the settlement of each file by wire transfer to the wire information designated by Provider or check addressed to Provider. Such payment shall be coordinated with the applicable title or closing manager and listed on the final settlement paperwork for each file. The fees payable to Provider can be reflected in the final settlement paperwork for each file and paid out from (all/none/part of) a flat fee commission amount or processed as a debit paid directly by the Agent.
2. If Provider has not been paid in full pursuant to the foregoing, Provider shall be paid directly from the Agent’s brokerage through the commission disbursement process.
3. If Provider has not been paid in full pursuant to either of the foregoing, Provider shall charge the Agent the remaining amount of any unpaid invoice through auto billing as further detailed below.
Auto Billing Invoice Policy: All Agents must keep a card or account on file to be billed for Transaction Management, Listing Coordination or other services provided hereunder by Provider that could not be paid through file settlement or broker commission disbursement procedures. Provider billing cycle occurs on the 1st and 15th of each month and all file settlements occurring prior to the 1st or 15th will be represented on the corresponding invoice. Invoices are for verification purposes, and any current charges are auto paid on the 5th and 20th of each month.
Provider will use its commercially reasonably efforts to collect payment through the foregoing methods; provided, that the Agent is ultimately responsible for ensuring that all fees are timely paid to Provider. All fees paid to Provider shall be exclusive of any applicable sales, use, value-added or similar tax and/or local surcharges and fees, with such applicable taxes and/or local surcharges and fees to be paid by the Agent. All fees shall be paid in U.S. dollars.
C. Processing Options
1. Credit/Debit Card ($25 processing fee per invoice for credit/debit card use); or
2. Electronic Funds Transfer [EFT] (no processing fee for EFT payments).
VI. LIMITATION OF LIABILITY; Disclaimer
NONE OF LEVPROS NOR ANY OF LEVPROS’S DIRECT AND INDIRECT SUBSIDIARIES AND AFFILIATES, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS AND/OR SUB-CONTRACTORS, SHALL BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING LOST PROFITS OR LOSS OF BUSINESS, ARISING OUT OF, RESULTING FROM OR IN ANY WAY RELATED TO THE SERVICES OR THIS AGREEMENT FROM ANY CAUSE OR CAUSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LEVPROS’S LIABILITY HEREUNDER EXCEED THE AMOUNT OF FEES ACTUALLY RECEIVED AND RETAINED BY LEVPROS HEREUNDER.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, LEVPROS PROVIDES ANY AND ALL SERVICES, DELIVERABLES AND WORK PRODUCT “AS IS,” AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LEVPROS DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES (WHETHER EXPRESS, IMPLIED OR STATUTORY, OR ORAL OR WRITTEN) WITH RESPECT TO THE SERVICES, DELIVERABLES AND WORK PRODUCT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE.
Throughout the term of this Agreement, the Agent and Client will be exposed to confidential and/or proprietary systems, scripts, images, processes and training of Provider. To ensure the protection of such information, and to preserve conﬁdentiality, it is agreed that:
1. The information disclosed by Provider hereunder including any proprietary or confidential information (collectively, the “Information”). All rights, including rights of ownership and all intellectual property rights of any intellectual property created for, arising out of, relating to or resulting from the services provided hereunder and/or the performance by Provider or its employees, agents, representatives, contractors or sub-contractors of this Agreement (including any print images, web presence, tracking systems or other materials and information) shall be the sole and exclusive property of Provider and such information shall be included within the definition of “Information.”
2. The Agent agrees not to share or discuss the Information to or with anyone unless required to do so by Applicable Law.
3. The Information may not be duplicated or used for any purpose other than the express purpose hereunder without the written consent of Provider.
4. To the extent that any Client shall be exposed to any Information, the Agent shall communicate its obligations under this Agreement to such Client who receives Information and ensure that any such Client agrees to or is otherwise obligated to comply with the provisions of this Agreement and the Agent shall be responsible for any breach of this Agreement by any such Client.
5. Upon the expiration or termination of this Agreement for any reason, any Information that has been disclosed by Provider to the Agent, including any materials derived from such Information, will be returned within five business days following such expiration or termination. Alternatively, if Provider so requests, the Agent will destroy all such Information instead of returning it to Provider (including all copies that are stored in an electronic or other medium and are retrievable in perceivable form) and the Agent must certify as to any such destruction to Provider in writing and a list of the destroyed documents and materials must accompany the certification.
During the period of service with Provider and for a period of two years after a Provider employee is no longer affiliated with Provider, the Agent (or any affiliates directed by the Agent) will not, directly or indirectly, solicit such Provider employee for employment, services or work outside of that coordinated and billed directly through Provider. During the period of service with Agent, Provider will not, directly or indirectly, solicit Agent’s Clients in connection with providing real estate services.
IX. Nature of Relationship
Both parties agree and acknowledge that each party is an independent contractor in relation to the other party and shall not be considered an agent or servant of the other party. It is agreed that each party shall have the right to control the methods, details and other means of the services that it provides. Provider may, at its expense, employ or engage one or more sub-contractors or other agents in the performance of the services. Provider and the Agent agree that in no respect shall any employee or sub-contractor of either party be deemed to be an employee of the other party. Nothing in this Agreement shall be construed (a) to provide either party the power to direct or control the daily activities of the other party, or (b) to constitute the parties as employer and employee, principal and agent, franchisor and franchisee, partners, joint venturers, co-owners or otherwise as participants in a joint undertaking. Neither party has any right or authority to enter into any contract, or to assume or create any obligation, of any kind on behalf of the other party.
The term of this Agreement shall commence on the Effective Date and shall continue thereafter until terminated by either Provider or the Agent. Either party may terminate this Agreement at any time in writing to the other party. Because Provider does not charge a fee for deals that do not close and charges no upfront cost for file work, once file work has been ordered the full Transaction Management fee for each file is due and payable at settlement, even if the Agent severs the relationship with Provider prior to the settlement date for such file. Following termination of this Agreement, Provider will prepare a final invoice detailing any outstanding fees, including any outstanding transaction management fees to be paid on files that have no yet settled. The Agent will have five calendar days for review before payment is processed by Provider through auto billing for outstanding fees which are not dependent on file settlement. All outstanding fees that are due and payable upon file settlement shall be paid by Agent following the process outlined in Section III. Following termination of this Agreement, the Agent’s profile and portal will be deleted. If mutually agreed upon by Provider and the Agent, Provider will continue services on all pending deals through settlement and all pertinent systems will remain active until the final file has settled. Sections V through XIII shall survive the termination of this Agreement for any reason and shall continue in full force and effect. Section VII shall survive and shall continue in full force and effect until the fifth anniversary of the date of termination of this Agreement for any reason. No termination of this Agreement shall affect the rights any party may have with respect to any breach of this Agreement by the other party prior to such termination.
XI. Assignment; Successors and Assigns
Neither party may assign, sublicense or otherwise transfer the services or otherwise assign its rights or obligations under this Agreement to any other entity without the prior written consent of the other party; provided, however, Provider is expressly permitted to (a) assign this Agreement, in whole or in part, to any direct or indirect affiliate of Provider, and (b) employ or engage, and assign any of its rights and/or obligations hereunder to, one or more sub-contractors or other agents in the performance of the services. Any assignment or attempt to assign in the absence of any required written consent shall be void and without effect.
XII. Dispute Resolution; Governing law; Consent to jurisdiction
The parties shall use all reasonable efforts to resolve any dispute, controversy or claim arising out of, resulting from or in connection with this Agreement, including with respect to the existence, validity, effectiveness, interpretation, performance, breach or termination of any provision of this Agreement (a “Dispute”), in a prompt and amicable manner. To this end, each party shall consult and negotiate to reach a solution. If any such Dispute is not amicably resolved within 60 days following the date on which discussions commenced, either party may submit the Dispute to a mutually agreed mediation service. Mediation will take place virtually. The parties will cooperate with one another in selecting a mediation service and will cooperate with the mediation service, and with one another, in selecting a neutral mediator and in scheduling the mediation proceedings. The mediator’s fees, expenses, and costs incidental to the mediation will be shared equally between the parties. If the parties are not able to resolve the Dispute after mediation, either party may submit the Dispute for final resolution by arbitration under the American Arbitration Association in force as at the date of this Agreement and as modified by the following provisions of this Section. The seat or place of arbitration shall be Austin, Texas. The arbitral tribunal shall consist of one arbiter. The arbitration proceedings shall be conducted and recorded in English. Any award of the arbitral tribunal shall be final and binding on the parties. The parties agree to be bound by any award and to act accordingly without delay. The arbitral award may be enforced in any court of competent jurisdiction, including any state or federal court located in the State of Texas. The costs of arbitration shall be borne by the losing party, unless otherwise decided in the arbitral award. Despite the arbitration, to the extent applicable and permissible, any party shall be entitled to seek interim measures or other interlocutory relief, including injunctive relief, from a court of competent jurisdiction or a competent governmental authority, and this shall not be considered to be or construed as incompatible with, or a waiver of, the agreement to arbitrate as set out in this Section. Specifically, and without limiting the foregoing, the parties agree that irreparable damage would occur in the event that any of the covenants in Section VII were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the parties agree that, in addition to any other remedy to which they are entitled at law or in equity, either party may obtain injunctive relief against the breach or threatened breach of any of the foregoing undertakings in addition to any other legal remedies that may be available, and each party hereby consents to the obtaining of such injunctive relief. Each party expressly waives any requirement that any other party obtain any bond or provide any indemnity in connection with any action seeking injunctive relief or specific enforcement of the provisions of this Agreement.
This Agreement will be governed by and construed under the laws of the State of Texas without regard to conflicts of law principles that would require application of any other. Subject to the terms of this Section, all Disputes must be brought in the United States Federal District Court for the Western District of Texas, Austin Division (and all appellate courts having jurisdiction thereover) or, if the federal court does not have jurisdiction, then in the state courts in Travis County, Texas (and all appellate courts having jurisdiction thereover). The parties consent to venue in, and the person jurisdiction of these courts. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.
EACH PARTY HEREBY IRREVOCABLY SUBMITS, AND WAIVES ANY OBJECTION BASED ON LACK OF VENUE, IMPROPER VENUE, INCONVENIENT FORUM OR LACK OF PERSONAL JURISDICTION, TO THE EXCLUSIVE JURISDICTION OF THE STATE COURTS OF TEXAS LOCATED IN TRAVIS COUNTY AND THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND EACH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED EXCLUSIVELY IN THE STATE COURTS OF TEXAS LOCATED IN TRAVIS COUNTY AND THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF TEXAS LOCATED IN AUSTIN, TEXAS. EACH PARTY AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY APPLICABLE LAW.
EACH PARTY IRREVOCABLY CONSENTS AND WAIVES ANY BASIS FOR OBJECTION TO THE SERVICE OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS IN ANY OTHER ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ON BEHALF OF ITSELF OR ITS PROPERTY, BY THE PERSONAL DELIVERY OF COPIES OF SUCH PROCESS TO SUCH PARTY. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
A. This Agreement constitutes the totality of any agreements between Provider and the Agent as well as the expectations of Provider’s interactions and work with the Client.
B. Each party agrees, at all times, to comply and cause its representatives to comply with all Applicable Laws, including those laws that apply to any activity undertaken pursuant or in relation to, or in connection with, this Agreement.
C. It is agreed upon by both parties that the services hereunder will be offered in return for the fees mentioned above being paid to Provider.
D. Neither party will be liable for any failure or delay in performing any of its obligations hereunder when such performance or delay is due to any of the following causes: act of God, natural catastrophes, fire, explosion, storm, flood and earthquake, strike, shortages, accident, riot, war or hostilities between any nations, terrorist act, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, governmental acts or omissions, changes in laws or regulations, national strikes, curtailments of raw materials, power or other utility services or any other causes beyond the reasonable control of the parties. This provision shall not be construed as relieving either party from any obligation to pay any monetary sums due to the other party hereunder.
E. Except as contemplated by the indemnification provisions herein, the parties do not intend that this Agreement confer on any third party any right, remedy or benefit or that any third party shall have any right to enforce any provision of this Agreement.
F. When placing a new file order, clicking the “Has read and accepted the latest version of the Service Agreement” constitutes a file submitted pursuant to this Agreement.
G. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.
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