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LevPros SSC Services Agreement

SSC ServiceS Agreement

 

Last updated May 16, 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.
AGREEMENT TERMS
I. POLICY
LevPros will conduct Sell-Side Conveyancing for Agents as well as Seller(s) who are not represented by a Licensed Real Estate Agent.
II. STANDARD
Our consideration for this policy is derived from standards to meet the needs of Agents and Seller(s) when selling a home to ensure the successful sale of their home. Below are the standards for Sell-Side Conveyancing submissions from Agents and For Sale By Owner (FSBO):
New conveyancing orders must be submitted no later than 14 business days prior to settlement.
Files not submitted within the required timeframe will be considered on a case by case basis as determined by certifications and payoffs needed, the timing of settlement, and information already completed at the time of submission.
LevPros will notify the submitting party within 24 hours of submission that the file has been rejected.
New conveyancing transmittals must be submitted through the LevPros Seller Conveyancing Portal to be accepted.
Files will not be accepted from the Buyer’s Agent of the transaction or via email.
Submitting parties shall include the LevPros Sellers Authorization and Consent Form with any Transmittals for full acceptance of the file.

III. SERVICES AND FEES

LevPros will perform the following tasks necessary to convey properties as needed or requested:

Order Payoff(s) of Mortgage(s) or Home Equity Line(s) of Credit
Order Payoffs for any liens on the property
Order Tax Certifications
Order Water, Sewer, and Trash Certifications
Coordinate HOA Resale Package Order
Perform any additional tasks as needed to convey the property

LevPros will prepay most fees associated with obtaining municipal and/or tax certifications
LevPros will not prepay the cost of an HOA Resale Package, Sewer Lateral Inspection, Heater Certification, or municipal re-inspection
LevPros will invoice for any prepaid fees prior to settlement
Any fees that remain unpaid will appear on the final settlement statement
If the submitting party is a LevPros Client, the Sell-Side Conveyancing is included in the cost of the LevPros Full-Service Under-Contract Fee
The Fee for Seller Conveyancing Services is combined with any prepaid services described above and will be reflected on the Final Settlement Statement

IV. PRIVACY

The Agent will provide necessary logins and password information necessary for any of the services or obligations hereunder. The Agent’s and Client’s login(s), passwords, transaction information and credit card information will remain confidential, unless Provider is provided written permission to share such information by the Agent or Client. Saved credit card information can be used to order services or products as requested by the Agent. Any and all data provided by the Agent to Provider, including information of any Client, will be used pursuant to Provider’s data privacy policy. The Agent agrees to inform each Client of Provider’s data privacy policy and provide a copy of such policy to each Client.

V. INDEMNIFICATION

Subject to Section VI, each party shall indemnify, hold harmless and defend the other party and such party’s direct and indirect subsidiaries and affiliates, and their respective directors, trustees, officers, managers, employees, agents, representatives, contractors and subcontractors (collectively, the “Indemnified Parties”) from and against, and will pay to the Indemnified Parties the monetary value of, any and all liabilities, losses, damages, claims, costs, deficiencies, diminutions of value or expenses (including costs of investigation and defense, penalties and reasonable legal fees and costs), whether or not involving a third party claim (collectively, “Losses”), incurred or suffered by the Indemnified parties arising out of, relating to or resulting from: (a) the gross negligence or willful misconduct of such party in connection with this Agreement; (b) any inaccuracy in or breach of any representation or warranty or other statement of such party in this Agreement; and/or (c) any nonfulfillment, nonperformance or other breach of any covenant or agreement of such party in this Agreement. The Agent shall indemnify, hold harmless and defend Provider and its Indemnified Parties from and against, and will pay to Provider and its Indemnified Parties the monetary value of, any and all Losses incurred or suffered by Provider and any of its Indemnified parties arising out of, relating to or resulting from Provider’s performance of this Agreement, except to the extent such Losses directly and solely result from the gross negligence or willful misconduct of Provider.

The indemnifying party shall defend or settle, at its expense, any claim, action, suit or demand against any of the Indemnified parties for which the Indemnifying party is responsible hereunder; provided, however, that the indemnifying party may not, without the consent of the other party (with such consent not to be unreasonably withheld), settle any third party claim if such settlement obligates the other party to pay money, to perform obligations (or be prohibited from acting) or to admit liability. Each party shall notify the other party promptly of any claim, action, suit or demand covered by this indemnity and shall cooperate with the other party (at the other party’s expense) by furnishing all evidence reasonably required by the other party for the defense of any such claim, action, suit or demand.

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.

VII. CONFIDENTIALITY

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 subcontractors 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.

VIII. NON-SOLICITATION

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 subcontractors or other agents in the performance of the services. Provider and the Agent agree that in no respect shall any employee or subcontractor 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.

X. TERMINATION

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 subcontractors 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.

XIII. MISCELLANEOUS

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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