MASTER SERVICE AGREEMENT TERMS AND CONDITIONS
Got Transactions, Inc. (“Got Transactions”) is in the business of providing clients with assistance in real estate services related to the real estate industry. Agent seeks to use the services offered by Got Transactions to provide certain real estates services as defined in this Agreement.
1.0 GOT TRANSACTIONS SCOPE OF SERVICES.
Got Transactions shall use reasonable efforts to supply Agent with the following list of real estate services:
• Got Transactions shall receive all listing documents from clients.
• Got Transactions shall schedule and confirm professional pictures for the Agent.
• Got Transactions shall upload pictures on the Multiple Listing Service and make the listing “active.”
• Got Transactions shall set up showing times according to Agent’s requirements.
• Got Transactions shall meet listing compliance.
• Got Transactions shall request existing surveys (if applicable) and email T-47 to Agent.
• Got Transactions shall be responsible for changing the status on HAR once under contract.
• Got Transactions shall receive Buyer’s representation agreement from client.
• Got Transactions, upon receipt of executed contracts, shall distribute same to all parties involved in the transaction.
• Got Transactions shall review all deadlines and timelines and notify the appropriate parties of same.
• Got Transactions shall confirm escrow deposit and obtain a receipt for same.
• Got Transactions shall confirm the Option Fee and obtain receipt for same.
• Got Transactions shall introduce itself as “your” team via email.
• Got Transactions shall set up and confirm that inspections are scheduled within the time frame of contract and inform all parties of same.
• Got Transactions shall request the inspection report and upload same for compliance.
• Got Transactions shall prepare repair addendum per Agent’s request (if applicable).
• Got Transactions shall monitor repairs and collect receipts and invoices prior to closing.
• Got Transactions shall coordinate and schedule the final walk through and email acceptance form to buyers.
1.4 Compliance & Commission.
• Got Transactions shall ensure that compliance is met.
• Got Transactions shall prepare commission for the Agent and email the CDA [MK1] to title company.
• Got Transactions shall ensure that appraisal has been ordered.
• Got Transactions shall follow up with lender on appraisal results.
• Got Transactions shall monitor underwriting process through receipt of loan commitment followed by clear to close.
• Got Transactions shall assist title company to obtain details needed.
• Got Transactions shall ensure that any home warranty (if applicable) has been ordered and send receipt to Agent.
• Got Transactions shall provide the Seller and Buyer a reminder regarding turning on/off utilities.
• Got Transactions shall send electronic closing instructions to both Buyer and Seller.
• Got Transactions shall ensure that all Lender’s closing documents are delivered to the title company.
2.0 AGENT RESPONSIBILITIES.
Agent shall provide and be responsible for the following:
• Agent shall provide fully executed contracts, addendums, and contact information for all parties involved.
• Agent shall deliver the earnest money and option fees.
• Agent shall be responsible for negotiating all repairs.
• Agent shall attend final walk through.
• Agent shall be responsible for removing lock box and all signs off of the property.
• Agent shall be responsible for collection of all commissions.
3.0 Transaction Coordinators.
Got Transaction shall recruit, interview, conduct a background check, and confirm resume and references for all Transaction Coordinators (“Coordinators”) to be assigned to Agent prior to such assignment. Got Transaction shall train Coordinators regarding software agreed to and discussed by Got Transaction and Agent. If Agent has specific skill requirements, Got Transaction must be notified in writing prior to assignment. Got Transaction will not be responsible for conducting further investigative background checks such as, but not limited to, fingerprinting, further criminal background checks, credit history checks, driving record verifications, drug and/or alcohol tests or any other specific pre-employment screening not referenced herein.
Except as otherwise provided herein, Got Transaction assumes full responsibility for compensating its Coordinators. Coordinators shall not be considered or treated as employees of Agent for any reason whatsoever, including, but not limited to entitlement to disability or unemployment insurance, workers’ compensation, medical insurance, sick leave, pensions, severance or any other employment benefit of any nature offered or provided by Agent. Agent agrees and understands that Coordinators may not work for any other third-party during the term of this Agreement and that the retention of Coordinator services shall be an exclusive relationship.
4.0 PAYMENT METHOD.
Got Transactions invoices are due immediately upon receipt and must be paid electronically through a direct ACH debit or credit card via billing authorization created for Agent via Got Transactions’ selected merchant provider or via credit card. Client’s bank account or credit card will be charged immediately upon transmission of each invoice to Agent. Got Transactions will notify Agent within 24 hours if the bank account or credit card fails to be successfully charged. In the event Got Transactions is prevented from collecting payment, for any reason after a period of seven (7) days or more, Agent’s account shall be cancelled immediately at Got Transactions’ sole discretion. Should Agent seek reactivation of the Account, Got Transactions cannot guarantee Agent’s original Coordinator will be available. Further, if after fifteen (15) days Got Transactions has not received payment in full for all outstanding invoices, regardless of the status of Agent’s Account, the matter will be referred to collections and all remedies available to Got Transactions in law and equity will be pursued, including reasonable attorneys’ fees and costs of collection to recover such amounts from Agent. Got Transactions’ failure to seek such collection immediately shall not constitute a waiver to do so at a later time.
Got Transactions and Coordinators shall be solely responsible for the preparation and submission to applicable authorities of their respective federal, state and/or local income taxes, if any, attributable to income derived by each in connection with the subject matter of this Agreement.
PERFORMANCE OF ASSIGNMENT.
Agent shall be responsible for providing Coordinators day to day guidance, assistance and other information as reasonably necessary for the successful and timely completion of their assignment. Agent shall be responsible for the submission of all work product produced by the Coordinators to any third-parties and will ensure that the Coordinators produce original materials and materials that do not infringe upon the copyrights, patents and/or trademarks of third parties including, without limitation, photographs, print media, visual media, digital media or any other form of expression. Got Transaction accepts no responsibility whatsoever for any infringing material created and/or distributed by Coordinators given this is Agent’s obligation to monitor before submission to third parties.
Both Parties shall cause each of their officers, directors, contractors, and employees to hold all information relating to each other’s businesses, including without limitation, business plans, software, processes, procedures, formulas, market niche, marketing strategies, intellectual property, technology, research, know-how, methods, techniques, inventions, drawings, masters, raw materials, components, business and financial information, trade secrets, assets, operational methods, marketing plans or strategies, customer lists, analysis, contractual information, pricing terms and the like, disclosed to it by reason of this Agreement or any other communication in trust and confidence and will not disclose any of such Confidential Information to any third party, except as provided in this Agreement. Both Parties shall limit disclosure of such Confidential Information to those of its agents or employees who have a need to know such Confidential Information and shall inform those agents or employees to whom such disclosure is made of their obligations of confidentiality and limited use. The obligations of this paragraph shall not extend to any Confidential Information that:
• on or after the date of this Agreement, comes into the public domain through no fault of a party with a confidentiality obligation under this Agreement;
• is disclosed to a party with a confidentiality obligation, without restriction on disclosure, by a third party who has the lawful right to make such a disclosure; is required to be disclosed by a party by law, or to a court or by a governmental body.
• is disclosed to their respective directors, officers, attorneys, accountants, and other advisors, who are under an obligation of confidentiality, on a “need-to-know” basis.
7.0 USE OF NAME, LIKENESS OF SOURCE.
During the term of this Agreement, Got Transactions may use Agent’s name and/or likeness, in video and/or similar media for the purpose of advertising, promoting and selling Got Transactions’ services to third parties and/or soliciting Coordinators, vendors and/or other third parties for purposes of financial gain to Got Transactions. Agent expressly agrees to allow Got Transactions to use Agent as a reference and to share Agent’s name, likeness, to third parties under this Agreement. Failure to do so could lead to immediate termination in Got Transaction’s sole discretion. At times Got Transactions may make certain personal and business information of Agent available to strategic partners to provide products and services, improve its products and services, and help its strategic partners market directly to Agent.
8.0 ELECTRONIC COMMUNICATION.
Agent acknowledges that Got Transactions communicates with its clients, partners, vendors, employees, agents, affiliates and Coordinators electronically. Agent agrees and consents to receive electronically all invoices, communications, agreements, documents, notices, policies, annual disclosures, transaction receipts, invoices, account statements and history, or any other document or correspondence (collectively “Communications”) that Got Transactions provides in connection with services provided, billings or accounts.
Agent, by executing this agreement, consents that all communication with Got Transactions representatives or employees may be monitored and/or recorded by Got Transactions. Got Transactions may use said recordings for purposes of marketing, training, collection of debts and any business purpose Got Transactions determines. These communications include written, spoken, video and SMS communications.
10.0 NO WARRANTY
Got Transactions makes no express or implied warranty, including, but not limited to, any warranty of quality, performance, merchantability of fitness for any purpose, with respect to any services performed or any goods, including, but not limited to, processes, procedures, or other proprietary property developed hereunder.
11.0 LIMITATIONS ON LIABILITY.
In no event shall Got Transactions be liable to Agent or any other party for any damages, expenses, liabilities, fees, obligations, or losses (“Losses”) arising out of this Agreement whatsoever, or the services provided hereunder, whether for work performed, goods or services developed, or otherwise, which are in the aggregate in excess of the applicable amount of fees actually paid to Got Transaction by Client with respect to the assignment resulting in such Loss. In no event shall Got TransactionS be liable to Client or any party for any incidental, indirect, or consequential Loss (including, but not limited to, lost profits, business interruption or lost data) arising from or related to any services performed or goods developed pursuant to this Agreement. All claims must be delivered in writing to Got Transactions within 30 days after the termination of the applicable Coordinator assignment with Agent or such claims are expressly waived.
Except as provided by this Agreement, Agent and its agents, employees, divisions, parents, subsidiaries, affiliates and successors- assigns, will not hire or offer employment to, or otherwise directly or indirectly use the services of, on a full time, part time, or temporary basis, any Coordinator who has been assigned to Agent, or any prospective Coordinator who has been recommended or introduced to Agent as a result of Got Transactions, until the expiration of two (2) years after the termination of this Agreement or of such introduction or recommendation. Likewise, in the event that the Agent intentionally instigates Coordinator to any third party during the course of any assignment, that would lead the third party to directly retain Coordinator without contracting with Got Transactions it shall constitute a violation of this provision and this Agreement entitling Got Transactions to liquidated damages as set forth below.
13.0 LIQUIDATED DAMAGES.
Agent acknowledges that Got Transactions has incurred substantial recruitment, screening, training, administrative and marketing expenses with respect to its Coordinators and that the identity, telephone number, address, skills, qualifications, references, and work history of each Coordinator constitutes the trade secrets of Got Transactions. Accordingly, Agent agrees not to directly or indirectly utilize, offer to hire, hire, engage or cause anyone else to engage as an employee, independent contractor or freelancer any Coordinator assigned or introduced to Agent by Got Transactions for a period of two (2) years after termination of this Agreement unless otherwise agreed in writing by Got Transactions. Agent also agrees not to permit or cause such Coordinator to work for any other firm without the express prior written consent of Got Transactions.
If Agent violates this paragraph, Agent acknowledges that determining the resulting damages to Got Transactions would be impracticable or extremely difficult. Therefore, Agent agrees to pay Got Transaction as liquidated damages for each violation in the amount of $20,000.00 per Coordinator. AGENT SPECIFICALLY CONSENTS AND AGREES THAT IN THE EVENT AGENT VIOLATES THIS SECTION, GOT TRANSACTIONS MAY IMMEDIATELY CHARGE ALL FUNDS AND LIQUIDATED DAMAGES DUE HEREUNDER AGAINST AGENT’S BANK ACCOUNT OR CREDIT CARD HELD ON FILE VIA AGENT’S ACCOUNT THROUGH GOT TRANSACTION’S SELECTED MERCHANT PROVIDER. GOT TRANSACTIONS, IN ITS SOLE DISCRETION, MAY CHARGE ANY PORTION OF SAID FUNDS OR DAMAGES WITHOUT WAIVING ANY AMOUNTS OWED BY CLIENT IN EXCESS OF SAID CHARGE.
AGENT UNDERSTANDS THAT EACH COORDINATOR THEY CAUSE TO BE HIRED AWAY FROM GOT TRANSACTIONS WILL RESULT IN PAYING GOT TRANSACTION $20,000.00, WHICH WILL BE IMMEDIATELY CHARGED TO AGENT’S DEBIT OR CREDIT CARD ON FILE.
AGENT SPECIFICALLY CONSENTS AND AGREES THAT IN THE EVENT AGENT ELECTS TO TERMINATE THE AGREEMENT AND CONTINUE TO RETAIN THE SERVICES OF COORDINATOR PURSUANT TO THIS SECTION, GOT TRANSACTIONS MAY IMMEDIATELY CHARGE ALL FUNDS DUE HEREUNDER AGAINST AGENT’S CREDIT CARD HELD ON FILE VIA AGENT’S ACCOUNT THROUGH GOT TRANSACTIONS’ SELECTED MERCHANT PROVIDER. GOT TRANSACTIONS, IN ITS SOLE DISCRETION, MAY CHARGE ANY PORTION OF SAID FUNDS WITHOUT WAIVING ANY AMOUNTS OWED BY AGENT IN EXCESS OF SAID CHARGE.
AGENT UNDERSTANDS THAT EACH COORDINATOR AGENT CAUSES TO BE HIRED AWAY FROM GOT TRANSACTIONS WILL RESULT IN PAYING GOT TRANSACTION $20,000.00 WHICH WILL BE IMMEDIATELY CHARGED TO AGENT’S DEBIT OR CREDIT CARD ON FILE.
14.0 TERM AND TERMINATION.
This Agreement will become effective on the Effective Date set forth in the opening paragraph herein and will continue under the Term and Termination specified in the Pricing and Term Addendum Exhibit A. Got Transactions may terminate this Agreement immediately in the event (i) Agent fails to make any required payments hereunder, or (ii) Agent becomes bankrupt, insolvent, or discontinues operations. Got Transactions shall be entitled to retain and/or claim all payments due hereunder after the effective date of termination.
15.0 ARBITRATION AND CHOICE OF VENUE.
Agent and Got Transactions agree that any dispute arising under the terms and conditions of this Agreement or concerning the respective rights or obligations hereunder of the parties shall be settled and determined by arbitration in Fort Bend County, Texas in accordance with its rules for commercial disputes. The arbitrators shall have the power to award specific performance or injunctive relief. However, in any arbitration proceeding arising under this Agreement, the arbitration shall not have the power to change, modify or alter any express condition, term or provision of this Agreement, and to that extent, the scope of their authority is limited. The arbitration award shall be final and binding upon the parties and the judgment thereon may be entered in any court having jurisdiction thereof.
16.0 INJUNCTIVE RELIEF.
To prevent irreparable harm to the parties, strict compliance with this Agreement is imperative. Notwithstanding the section above regarding arbitration, the parties retain their right to seek injunctive relief in a court of competent jurisdiction in the event of a breach, or threatened breach, of such Agreement, and both parties waive any requirement that a bond be posted as a condition to any injunctive relief.
The Agent shall defend, indemnify and hold harmless Got Transactions, each of its owners, employees, officers, agents, contractors, licensors, suppliers, consultants, advisors, directors, managers, shareholders, successors, assigns, predecessors, affiliates, Coordinators and members for any losses, claims, damages, costs, fees, awards, judgments, infringements, penalties, or injuries of any kind incurred by any third party, including reasonable attorney’s fees and costs and expert fees, which arise from any alleged negligence, willful misconduct, violation of law or statute, infringement or breach by Agent in regards or in connection to this Agreement, with particular regard to Limitation of Duties, the business performed pursuant thereto, or Agent’s affiliation with Got Transactions. This section shall survive the termination of this Agreement.
18.0 ENTIRETY OF AGREEMENT.
This Agreement constitutes the entire agreement between the parties with respect to the matters contained herein and supersedes any and all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, with respect to the subject matter of this Agreement.
19.0 RELATIONSHIP OF THE PARTIES.
Each party hereto is an independent contractor. Neither of the parties shall act or represent or hold itself out as having authority to act as an agent or partner of the other party, or in any way bind or commit the other party to any obligations. Nothing contained in this Agreement shall be construed as creating a partnership, joint venture, agency, trust or other association of any kind, each party being individually responsible only for its obligations as set forth in this Agreement.
20.0 NO WAIVER.
No waiver of any breach of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same time or any prior or subsequent time.
21.0 JURISDICTION AND VENUE.
This Agreement shall be governed by, and construed under, the laws of the State of Texas. Jurisdiction and venue for all purposes shall be in the Fort Bend County, Texas.
Neither this Agreement nor any duties or obligations hereunder may be assigned by Agent without the prior written consent of Got Transactions.
23.0 PARTIAL INVALIDITY.
If any provision of this Agreement is held by a Court of competent jurisdiction to be invalid, void, or unenforceable the remaining provisions will continue in full force and effect without being impaired or invalidated in any way.
24.0 FORCE MAJUERE.
If Got Transactions is prevented from performing its obligations under this Agreement by an act of God or by any other occurrence that is beyond the control of the parties to this contract, then it shall be excused from any further performance of its obligations and undertakings under this contract.
25.0 EFFECT OF WAIVER.
The failure of Got Transactions to insist on strict compliance with any of the terms, covenants, or conditions of this Agreement shall not be deemed a waiver of that term, covenant, or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.
26.0 EXECUTION IN COUNTERPARTS.
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but which together shall constitute one in the same instrument. The section headings contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.
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