LAST UPDATED JANUARY 20, 2018
Terms of Service
This Terms of Service shall serve to explain our expectations for how you as a Licensed Real Estate Agent, a related third party or as a buyer /seller interact with and utilize our website. Acuity Real Estate Services is a Florida LLC, doing business as EffectiveAgents.com, and its subsidiaries and affiliates (collectively, “Acuity”, “EffectiveAgents.com,” “Effective Agents,” “we,” “us” or “our”) when you access or use our website (the “Site”) and our agent matching service (the “Service”), which are provided through the Site, you consent to the following Terms of Service.
Information We Collect and How We Collect It
EffectiveAgents.com is a data-driven matching service that connects top real estate agents around the US with motivated and determined home buyers and sellers. Our service serves as a communication conduit between you and our hand-picked Real Estate Agent partners. The service that we provide to both buyers and sellers of real estate and real estate professionals is governed by a few terms that are outlined below.
Because we are an online service, we don’t ask you to deal with and physically sign a lengthy contract. The terms of our contract with you are set forth below in plain language. If you don’t agree with the terms, then we ask you please to leave this Web site. If you do use this Web site, then that action will serve as your agreement to be bound by our terms of service.
EffectiveAgents.com is a web service that is wholly owned and operated by Acuity Real Estate Services, LLC, a licensed real estate brokerage in Florida and is in compliance with all state and federal housing laws.
Real estate professionals who are involved with and use our Web site must agree with the following terms:
- You grant EffectiveAgents.com permission to display on our Web site and elsewhere information that we have gathered or you have supplied related to any of the real estate transactions that you have handled as a real estate professional. This information helps our mutual clients better understand your strengths and sales performance history.
- Our platform is referral based, and during the sign up process you will digitally sign a referral agreement with us. When we connect you with a referral then you agree to pay us a Referral Fee on the gross commission your firm earns on each transaction involving the prospect. This agreement is valid and enforceable for multiple transactions and it is your obligation to keep us informed of your progress with our referred clients. The terms for this Referral Fee (the fine print) are located on your Profile page under the “Agreement” icon. Referral fees are common in real estate and without them, our service would not be possible.
- You are responsible for maintaining your own professional liability insurance policy, a valid real estate license and for following all applicable real estate laws regarding disclosures, documentation and other brokerage responsibilities. In addition, you are responsible for the real estate brokerage services provided to your clients and agree to indemnify, defend and hold EffectiveAgents.com harmless from any claims, costs, and damages incurred by us arising from claims by your clients regarding the brokerage services you have provided.
- Your participation in our service is voluntary and can be terminated by either of us for any reason at any time with written notice. However, any referrals made prior to such termination are still bound by this agreement, and Referral Fees will be due upon close of any transactions resulting from such referrals.
- In connection with the referrals, you agree to be contacted by EffectiveAgents.com and its referrals via phone, email, sms text message, mail or other reasonable means.
- You further agree that you will not forward our referrals to any other party without our written consent. Any referral fee that your earn by forwarding our clients to a third-party brokerage must be paid in full to Acuity Real Estate Services, LLC within 10 days of receipt of such funds.
- Any information that you provide to us shall be accurate, complete and owned by you, and you agree to update any information that is or becomes inaccurate. Of course, if we discover that any information is inaccurate we may correct it ourselves. You hereby grant us permission to e-mail or display your Profile (including your name, likeness, contact information and transaction details) and such other information as may be supplied by you on or from our Web site “www.effectiveagents.com” and such other partner and affiliate websites as we deem appropriate.
- You agree that we may modify the services provided, these terms of service or the price charged for our services at any time. We will send you an email thirty days in advance of any significant changes of our services, terms of service or prices, and you agree that your continued use of our services after the notice period means that you accept the new terms and any subsequent referrals or services shall be governed by the new terms.
- You agree that these public “terms of service” compliment and are in addition to the terms of service contained with our fully executed and digitally signed referral agreement housed in your account.
Terms for Buyers and Sellers
All non-real estate professionals (including prospective Buyers and Sellers and their representatives whether personal or professional) who are involved with and use our Web site must agree with the following terms:
- Our purpose as a data-driven agent matching service is to make a professional introduction between you and up to three of our Real Estate Agent partners. Of course, this introduction involves sharing the contact information of each party with the other. When you submit information to us, you authorize us to use and provide this information to make an appropriate match. By providing this information to us, you consent to being contacted by us and by our partner real estate professionals via phone, email, sms text message, mail or other reasonable means.
- In order to best help you, we need you to provide information that is accurate and complete, especially your contact information so that our Real Estate Agent partners can contact you quickly and efficiently. We reserve the right to supplement, amend, or correct inaccurate submissions or to suspend or terminate access to anyone who supplies information that is intentionally inaccurate or misleading.
- You understand that while we may refer real estate professionals, we do not perform real estate brokerage services in the traditional sense. Any Real Estate brokerage activities are performed by local Real Estate Professionals that have been referred to you. We do not endorse, recommend or otherwise know the terms of any agreement between you and a real estate professional.
- You understand that for our services we may receive payment (a referral fee) that may be a percentage of the commission received by the real estate professionals involved in the real estate transaction. There is no direct charge to you for the user of our service. Any payment is due based on a separate agreement between us and the real estate professional involved. Your use of our services constitutes your acknowledgment of, and agreement to, this compensation arrangement.
- Your participation in our service is voluntary and can be terminated by either of us for any reason at any time with written notice. However, any referrals made prior to such termination are still bound by the agreement that we may have with a real estate professional.
- You agree that we may modify the services provided or these terms of service at any time. We will notify you in advance of any significant changes of our services, and you agree that your continued use of our services after the notice period means that you accept the new terms and any subsequent services shall be governed by the new terms.
All who are involved with and use our Web site must agree with the following additional terms:
- EffectiveAgents.com intends that the information contained on our Web site be accurate and reliable; however, errors sometimes occur. In addition, we may make changes and improvements to the information provided at any time. Accordingly, we do not guarantee the accuracy of any information available on this Web site, and are not responsible for any errors, omissions, or misrepresentations and any information should be independently verified.
- To protect our service, you agree to refrain from the following prohibited activities: (a) submitting materials that are patently offensive to the online community, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (b) engaging in activities or submitting materials that could be harmful to minors; © engaging in activity or submitting materials that harasses or advocates harassment of another person; (d) engaging in activity that involves the transmission of “junk mail” or unsolicited mass mailing or “spam” or harvesting or otherwise collecting personally identifiable information about Web site users, including names, phone numbers, addresses, email addresses, (collectively, “User Data”) without their consent; (e) engaging in activity, or submitting materials, or promoting information that is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (f) submitting materials that contain restricted or password only access pages, or hidden pages or images; (g) submitting materials that displays pornographic or sexually explicit material of any kind; (h) submitting materials that provide instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses; (i) submitting materials that contain viruses, Trojan horses, worms, or any other similar forms of malware, (j) engaging in activities or submitting materials that solicit passwords or personally identifiable information for unlawful purposes from other users; (k) engaging in unauthorized commercial activities and/or sales without our prior written consent such as advertising, solicitations, contests, sweepstakes, barter, and pyramid schemes; (l) using any robot, spider, other automatic device, or manual process to monitor, copy, or “scrape” web pages or the content contained in the Web site or for any other unauthorized purpose without our prior written consent; (m) using any device, software, or routine to interfere or attempt to interfere with the proper working of the Web site; (n) decompiling, reverse engineering, or disassembling the software or attempting to do so; or (o) taking any action that imposes an unreasonable or disproportionately large load on the Web site or our hardware and software infrastructure or that of any of our licensors or suppliers.
- You agree to the following limitation: THE WEB SITE AND THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ASSOCIATED WITH IT ARE PROVIDED “AS IS.” ACUITY REAL ESTATE SERVICES, LLC AND/OR ITS SUPPLIERS, PARTICIPATING LENDERS, AFFILIATED THIRD-PARTY PARTNERS, OR REAL ESTATE PROFESSIONALS DISCLAIM ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THE WEB SITE AND ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES PROVIDED HEREIN, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. USE OF OUR SERVICE IS AT YOUR OWN RISK. WE AND/OR OUR SUPPLIERS OR PARTNERS, ARE NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER INJURY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OUR SERVICES OR WITH THE DELAY OR INABILITY TO USE THE WEB SITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES OBTAINED THROUGH THE WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE WEB SITE, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE AND/OR ITS SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
- You also agree to the following: IN NO EVENT SHALL WE OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. OUR LIABILITY, AND THE LIABILITY OF OUR SUPPLIERS AND PARTNERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE, IS LIMITED TO $100. Some states do not allow the limitation of liability, so the foregoing limitation may not always apply.
- Finally, you also agree to the following: These Terms of Service shall be subject to and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. If any part of these Terms of Service are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. All rights not expressly granted herein are reserved to Acuity Real Estate Services, LLC.
Terms For Agent Members
These terms constitute a legally binding agreement (“Agreement”) between you and Effective Agents governing your access to and use of the Effective Agents platform, including any subdomains thereof, and any other websites through which Effective Agents makes its services available (collectively the “Site”), Effective Agent’s mobile, tablet and other smart device applications, and application program interfaces (collectively “Application”) and all associated services (collectively “Effective Agent’s Services”). The Site, Application, and Effective Agents’ Services are together herein referred to as the “Platform”.
1. Terms of Service
1.1 This is an agreement between Effective Agents (Acuity Real Estate Services, LLC), as a broker-owned entity with a business address of 360 Central Ave Suite 800, St. Petersburg, Florida, and the undersigned broker (hereinafter referred to as “Member”).
1.2 Member represents that he/she/it is competent to engage Effective Agents in a referral relationship program and compensate Effective Agents on the payment terms herein provided.
1.3 Effective Agents may, but is not required to, send Member referrals (hereinafter “Prospect”) of individuals and/or entities looking to buy or sell a property within Member’s geographical area. Once Effective Agents provides Member with the referral information for Prospect, Effective Agents shall be immediately deemed the procuring cause of the Prospect relationship. You agree to waive any and all allegations, defenses, or arguments whatsoever relating to procuring cause. You further agree that Effective Agents as the procuring cause of the relationship between you and Prospect is indisputable.
1.4 Your relationship with Effective Agents is limited to be that of an independent third party contractor and not that of an employee, agent, joint venturer or partner of Effective Agents for any reason, and you agree that you act exclusively on your own behalf and for your own benefit, and not on behalf of or for the benefit of Effective Agents. Effective Agents does not and shall not be deemed to direct or control you generally or in connection with the Prospect. You acknowledge and agree that you are solely liable for all duties and responsibilities pertaining to your relationship with the Prospect. In the event of claim, suit, demand, fine, action, proceeding, order, decree, judgment, damage or allegation of liability (including attorneys' fees with respect thereto) of any kind or nature, occasioned or arising as a result of your relationship between you and the Prospect, you agree to fully save and hold harmless Effective Agents from same.
1.5 You agree that all information provided to Effective Agents is accurate and that in the event your contact information, status of licensure, or brokerage relationship changes, you will notify Effective Agents immediately. You further agree to update Effective Agents as soon as you enter into a listing agreement or purchase/sale contract with any referred Prospects, irrespective of the date the Prospect was sent to you.
1.6 The Effective Agents Platform may contain links to third party websites or resources. Such third party sources may be subject to different terms and conditions and privacy practices. Effective Agents is not responsible or in any way liable for the availability or accuracy of such third party services, or the content, products or services available from such third party services. Links to any third party services on the Effective Agents Platform are not endorsements by Effective Agents.
1.7 Effective Agents attempts to monitor its Platform and provide updates to its software. Therefore, Effective Agents cannot guarantee continuous and uninterrupted availability and accessibility to the Platform. Effective Agents may, from time to time, restrict the availability of the Platform or certain areas or features thereof to secure the integrity of the services offered or to carry out maintenance of the services to ensure proper and improved functionality to the Platform. Effective Agents may improve, enhance or modify the Platform and introduce new services from time to time.
2. Payment Terms and Documentation Required
2.1 By agreeing to use Effective Agent’s Services, Member agrees to compensate Effective Agents as agreed on the gross commissions received by Member for engaging Prospect with the purchase or sale of Prospect’s property. In the event Member is involved in multiple transactions or represents Prospect on the purchase and sale side of a transaction, each transaction and each side of the transaction is subject to the referral fee. In the event Prospect does not directly appear on title, but is involved in the transaction in any way, Member agrees to remit full payment to Effective Agents associated with the terms above (collectively the “Payment Terms”). Notwithstanding the foregoing however, Member agrees that referral fee payments are calculated prior to any payments to associated real estate companies, brokers of record (if any), and/or any other party, and shall be made without any deduction whatsoever.
2.2 Member agrees that Member shall provide Effective Agents with the associated closing statement and/or HUD-1 involving Prospect with payment to Effective Agents no later than ten (10) days after the transaction closing involving Prospect. Under no circumstances shall payment to Effective Agents be delayed, subject to other liens, or be discounted for any reason.
Term and Termination, Suspension and other Measures
3.1 This Agreement shall be effective until such time when you or Effective Agents terminate this Agreement in accordance with this provision.
3.2 You may terminate this Agreement at any time by sending us an email at email@example.com. If you cancel your Effective Agents Account and Effective Agents has sent you Prospects for real estate referrals, any and all Prospects sent by Effective Agents prior to your cancellation shall still be considered a verified Prospect with all funds for the referral commission due and owing to Effective Agents in accordance with the terms as set forth in this Agreement. It is understood and agreed that your cancellation shall not release you from any payments owing to Effective Agents.
3.3 Effective Agents may immediately, without notice, terminate this Agreement and/or stop providing access to the Effective Agents Platform if (i) you have materially breached your obligations under these Terms, the Payment Terms, our Policies or Standards, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Effective Agents believes in good faith that such action is reasonably necessary to protect the personal safety or property of Effective Agents, its users, or third parties (for example in the case of fraudulent behavior of a Member).
3.4 Without limiting our rights specified above, Effective Agents may terminate this Agreement for convenience at any time by giving you notice via email to your registered email address.
3.5 In addition, Effective Agents may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, the Payments Terms, our Policies or Standards, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Effective Agents Account registration, listing process with the Prospect or thereafter, (iv) you have repeatedly received poor ratings or reviews or Effective Agents otherwise becomes aware of or has received complaints about your performance or conduct, (v) you have repeatedly failed to respond to Prospects without a valid reason, or (vi) Effective Agents believes in good faith that such action is reasonably necessary to protect the personal safety or property of Effective Agents, its Members, its users, or third parties, or to prevent fraud or other illegal activity:
• Limit your access to or use of the Effective Agents Platform; • Temporarily or permanently revoke access associated with your Effective Agents Account; • Temporarily, or in case of severe or repeated offenses, permanently suspend your Effective Agents Accountand stop providing access to the Effective Agents Platform.
In case of non-material breaches and where appropriate, you will be given notice of any intended measure by Effective Agents and an opportunity to resolve the issue to Effective Agent's reasonable satisfaction.
3.6 When this Agreement has been terminated, you are not entitled to a restoration of your Effective Agents Account or any of your Member Content. If your access to or use of the Effective Agents Platform has been limited or your Effective Agents Account has been suspended or this Agreement has been terminated by Effective Agents, you may not register a new Effective Agents Account or access and use the Effective Agents Platform through an Effective Agents Account of another Member. This section shall survive any termination or expiration of this Agreement.
4.1 If you choose to use the Effective Agents Platform, you do so voluntarily and at your sole risk. The Effective Agents Platform is provided “as is”, without warranty of any kind, either express or implied.
4.2 You agree that you have had whatever opportunity you deem necessary to investigate the Effective Agents Services, rules, or regulations that may be applicable to your state and that you are not relying upon any statement of law or fact made by Effective Agents relating to the Services, Prospects, or your requirement to pay Effective Agents. You agree that you remain wholly liable for the payments owing to Effective Agents and you understand your respective state’s laws, rules, and ethical requirements as licensed real estate agent.
4.3 You agree to furnish any and all brokers of record copies of this Agreement and, if required by law, have any and all associated parties sign this Agreement. Failure for Member to have a broker of record sign this Agreement shall be deemed a breach by Member and Member agrees to take full liability and responsibility whatsoever pertaining to such failures. Effective Agents shall not be held liable for ensuring that Member follows its respective state laws, regulations, and/or contractual relationship with any associated brokers of Member.
4.3 If Effective Agents chooses to conduct identity verification or background checks on any Member, to the extent permitted by applicable law, Effective Agents disclaims warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.
4.4 You agree that any direct referral and/or Prospect may carry inherent risk, and by participating in such services, you choose to assume those risks voluntarily. You freely and willfully assume those risks by choosing to participate in those services. You assume full responsibility for the choices you make before, during and after your participation with a Prospect.
4.5 The foregoing disclaimers apply to the maximum extent permitted by law.
5.1 You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Effective Agents Platform, or any other interaction you have with other Prospects whether in person or online remains with you. Neither Effective Agents nor any other party involved in creating, producing, or delivering the Effective Agents Platform will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Effective Agents Platform, or (iii) from any communications, interactions or meetings with Prospects or other persons with whom you communicate, interact or meet with as a result of your use of the Effective Agents Platform, whether based on warranty, contract, tort (including negligence), or any other legal theory, and whether or not Effective Agents has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.
6.1 To the maximum extent permitted by applicable law, you agree to release, defend, indemnify, and hold Effective Agents and its affiliates and subsidiaries, including but not limited to, Effective Agents, and its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our Policies or Standards, (ii) your improper use of the Effective Agents Platform or any Effective Agents Services,(iii) your interaction with Prospects including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, or (iv) your breach of any laws, regulations or third party rights. This Indemnification and limitation of liability shall apply equally and inure to the benefit of Effective Agent’s present and future officers, directors, trustees, shareholders, agents and employees, and their respective heirs, successors and assigns.
7 Dispute Resolution
7.1 Effective Agents is committed to participating in a pre-suit dispute resolution process. To that end, these Terms provide for communication directly with Effective Agent’s customer service team and/or counsel in the event a dispute as to payment arises. In the event you and Effective Agents cannot resolve the dispute, you consent to your submission to the 6th Judicial Circuit Court of Pinellas County, Florida. If after a good faith effort to negotiate the parties cannot reach a resolution, the party intending to pursue litigation may do so without further notice, offset or demand.
7.2 Stipulation to Venue and Choice of Law. You and Effective Agents mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or to the use of the Effective Agents Platform, the Services, or any terms herein (collectively, “Disputes”) shall be litigated in the jurisdiction of the 6th Judicial Circuit Court of Pinellas County, Florida. If there is a dispute about whether this Agreement can be enforced or applies to our Dispute, you and Effective Agents agree that the courts of the Sixth Judicial Circuit of Florida shall decide that issue. The laws of the State of Florida shall govern the validity, performance and enforcement of this Agreement. In the event a dispute arises concerning this Agreement, jurisdiction and venue of said dispute shall be proper only in the courts of the State of Florida located in Pinellas County, Florida, or the Middle District of Florida, and the Parties hereby waive all defenses related to personal jurisdiction, venue, or forum non conveniens in any action involving this Agreement, brought and filed in Pinellas County, Florida.
7.3 No Class Actions or Representative Proceedings. You and Effective Agents acknowledge and agree that, to the fullest extent permitted by law, you are waiving the right to participate as a class member in any purported class action lawsuit, class-wide arbitration, or any other representative proceeding as to all Disputes. Further, unless you and Effective Agents both otherwise agree in writing, a court of competent jurisdiction may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding.
7.4 Attorneys’ Fees. Should Member cause Effective Agents to incur legal fees to enforce any of the provisions of this Agreement or reply to letters or other communications from Member or Member’s attorney, or to preserve and/or enforce its rights in any bankruptcy or re-organization proceedings of the Member, Member shall reimburse Effective Agents for such legal fees within three (3) days of receipt of demand from Effective Agents requesting such reimbursement. In the event court action relating to this Agreement is brought by either Party against the other, the prevailing Party shall be entitled to recover from the non-prevailing Party reasonable attorneys’ fees incurred, paralegal fees, administration fees, investigative fees and costs incurred through all pre-suit collection efforts, suit, appeals, bankruptcy proceedings, tribunals and post judgment collection efforts.
7.5 Severability. In the event that any portion of this Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Agreement shall be given full force and effect.
7.6 Survival. This Section 7 shall survive any termination of these Terms and will continue to apply even if you stop using the Effective Agents Platform or terminate your Effective Agents Account.
8 Applicable Law and Jurisdiction
If your country of residence or establishment is the United States, these Terms will be interpreted in accordance with the laws of the State of Florida and the United States of America, without regard to conflict-of-law provisions. All parties herein consent to venue and personal jurisdiction in the Sixth Judicial Circuit Pinellas County, Florida.
9 Non Disparagement
9.1 The Parties agree that they will not, directly or indirectly, individually or in concert with others, engage in any conduct or make any statement that is calculated or likely to have the effect of undermining, disparaging other otherwise reflecting poorly upon the reputation of any other Party hereto or upon any other Party’s goodwill, products, or business opportunities or that is any manner detrimental to their respective officers, directors, agents, representatives, or employees, past or present.
9.2 The provisions of this Section 9 are material terms of this Agreement, the absence of any of which would have resulted in the Parties refusing to enter into this Agreement. Any breach or threatened breach of the provisions of this Section 9 will result in irreparable injury to the party about whom the non-permitted conduct or statement pertains (the “Injured Party”) and a remedy at law alone will be an inadequate remedy. Therefore, in addition to any other remedies an Injured Party may have, an Injured Party shall be entitled to enforce the non-disparagement covenants against a breaching Party and obtain temporary and permanent injunctive relief without the necessity of proving actual damages or posting any bond or other surety and the breaching Party will not assert in any manner that the Injured Party’s remedy at law is adequate as a defense to any petition for injunctive relief. Specifically, in the event a Member states materially false statements about Effective Agents and such statements are rendered false
by a court of competent jurisdiction, the Parties agree to liquidated damages in the amount of $20,000.00 as payable to Effective Agents. The Parties acknowledge that it would be difficult, if not impossible, to determine the actual damages to an Injured Party as a result of a breach of this Section 9 and that the amount of liquidated damages provided herein is a reasonable estimate of the actual damages that an Injured Party would sustain if another Party breached.
10 General Provisions
10.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Effective Agents and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Effective Agents and you in relation to the access to and use of the Effective Agents Platform.
10.2 No joint venture, partnership, employment, or agency relationship exists between you and Effective Agents as a result of this Agreement or your use of the Effective Agents Platform.
10.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
10.4 If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
10.5 Effective Agents ’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
10.6 You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Effective Agent's prior written consent. Effective Agents may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.
10.7 Unless specified otherwise, any notices or other communications to Members permitted or required under this Agreement, will be provided electronically and given by Effective Agents via email, Effective Agents Platform notification, or messaging service (including via SMS and electronic mail).
10.8 If you have any questions about these Terms please email us firstname.lastname@example.org.