This LawSherpas Territory Purchase Agreement (“Agreement”) is between Audience Sherpas, LLC., a California Limited Liability Company doing business as (“LawSherpas”), and the undersigned party (Lead Buyer). Both LawSherpas and Lead Buyer are from time to time referred to herein as a “Party” and collectively as the “Parties.” 

WHEREAS, LawSherpas is the owner and developer of websites where consumers can set an appointment to speak with an Attorney; and WHEREAS, LawSherpas and Buyer desire to create a relationship whereby consumers visiting the websites operated by LawSherpas may set up an appointment with the Lead Buyer operating as a Licensed Attorney. For purposes of this Agreement, “Lead Generation” also includes the acquisition of Leads by LawSherpas pursuant to LawSherpas pay-per-appointment program, if so elected by Lead Buyer. LawSherpas will sell eligible leads to the lead buyer, through a real-time lead transfer integration interface known on LawSherpas as the “Lead Dashboard”.

Lead Buyer will own all customer leads within the geographic boundaries of their territories, in this case, a territory consists of all the leads generated in a specific Zip Code. Territory deposits will be used to offset the cost of customer appointments as they occur. Lead Buyer must maintain a minimum of $400 on deposit at all times with LawSherpas and maintain an active credit/debit card or bank draft authorization form to bring account balances back up to their territory minimum deposit each time their account balance falls to $400. Lead buyer hereby authorizes LawSherpas to charge any such deposit account up to the minimum territory deposit amount as needed to maintain account minimums. 

NOW, THEREFORE, in consideration of the mutual consideration, promises, representations, and covenants set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 

1. Definitions. Any term not otherwise defined herein shall have the meaning specified below: “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.

“Consumer” means any individual who submits a request for information form in connection with credit to be used primarily for personal, family, or household purposes. 

“Consumer Information” means the information obtained from a Consumer who submits a request for information form. 

 

“Lead Buyer” means any Licensed Attorney or Licensed Attorney or a third party who purchases Leads from LawSherpas with the intent of (i) providing an Legal Consultation to a Consumer (a “consultation” or (ii) solely to the extent permitted herein, reselling such Leads to other Attorneys or providers. Without limiting the generality of the foregoing, a “legal consultation Appointment” means Consumer who has set up an appointment to speak with an Attorney.. “Person” means any individual, corporation, partnership, governmental body or other entity. “Request for information form” means LawSherpas Customer data forms filled out by consumers. 

2. Purpose and Scope; Leads. During the Contract Term (as defined below), LawSherpas agrees to provide Lead Buyer with exclusive legal consumer leads for

Consumers who meet the lead Buyer’s account parameters. Lead Buyer may re-sell or assign such Lead Appointments to members of their immediate team operating within the structure of their independent business entity., subject in all respects to the limitations and restrictions on such Appointment set forth herein. Lead Buyer agrees to pay LawSherpas for such Pay per Appointments as provided in this Agreement. For the avoidance of doubt, (i) LawSherpas does not guarantee that any minimum quantity of Pay per Appointments will be provided; and (ii) all Leads  are provided on an exclusive basis and solely for Lead Buyer’s permitted use hereunder. LawSherpas will sell eligible Lead Buyer through a real-time Lead management  interface, access  to which have been, or will be, provided by LawSherpas to Lead Buyer. 

 

3. Lead Buyer’s Responsibilities and Obligations.

Use of Leads. Lead Buyer expressly acknowledges and agrees that Lead Buyer may use the Appointments set from LawSherpas for the sole purpose of providing the Consumer with a Legal Consultation and no other unrelated products of any kind. 

Ownership of Leads. As between the parties, Lead Buyer will retain exclusive ownership of all Leads acquired from LawSherpas hereunder under this or another exclusive agreement between the Parties. 

Marketing to Leads. Marketing of any kind, including but not limited to cell phone marketing (text messages), email, or physical mailing, to Leads that Lead Buyer  does not purchase and pay for is expressly prohibited. If LawSherpas discovers such marketing by the Lead Buyer, Lead Buyer will be billed for every Lead that LawSherpas submitted to Lead Buyer at the highest possible rate as set by LawSherpas territory lead pricing algorithm. 

Change in Structure or Licensing Status. Lead Buyer shall promptly notify LawSherpas, in the manner set forth in Section 14(c) below, of significant changes in its structure or licensing status. Significant changes include without limitation instances where Lead Buyer: (i) changes its name, location, address, corporate structure or ownership; (ii) becomes insolvent; (iii) takes any steps to cease operations; (iv) surrenders or otherwise relinquishes any applicable state license, certification or registration; (v) has any license or registration suspended, revoked or denied; (vi) is under federal, state, or local investigation for possible violation of any law, regulation, or licensing or regulatory scheme; or (vii) is named in any order, judgment, or decree of any court or any governmental agency or administrator, temporarily or permanently, enjoining Lead Buyer and/or any of its agents, principals, owners, or employees from engaging in or continuing any conduct or practice. 

4. Non-Update Policy. LawSherpas will not be under any obligation to: (a) update filters for Lead  Buyers outside of setting initial filters for Lead Buyer prior to going live; (b) schedule outages for LawSherpas for holidays; (c) update hourly/daily appointment caps; or (d) perform any updates to Lead Buyer’s filters that are readily available in the LawSherpas interface. On the contrary, Lead Buyer will be responsible for performing all such updates and assumes responsibility for the lack of any such updates even if Lead Buyer has alerted LawSherpas to any such changes via email, phone, or any other means.

 

Lead Buyer’s Responsibility. Lead Buyer will be responsible for setting all filters, appointment caps, scheduling outages, and other such updates and will take full responsibility for the lack of any such updates even if Lead Buyer has alerted LawSherpas to any such changes via email, phone, or any other means. 

5. Pay per Appointment Fees. The cost for customer appointments is set using the commission structure below:

Personal Injury Appointments

Set Appointments will cost $250 each

Bankruptcy Appointments

Appointments will cost $150 each

Family Law Appointments

Appointments will cost $150 each

Wrongful Death Appointments

Appointments will cost $300 each

Criminal Law Appointments

Appointments will cost $150

Tax Law Appointments

Appointments will cost $150 each

Entertainment Law Appointments

Appointments will cost $150 each

Civil Rights Law Appointments

Appointments will cost $100 each

Corporate Law Appointments

Appointments will cost $200 each

Immigration Law Appointments

Appointments will cost $150 each

5.1 Deposit/Payment Chargebacks. The client agrees that it will not issue a chargeback for any reason with their credit/debit card providers. Refunds are issued according to the refund policy of LawSherpas in section 5.2 and section 5.3. 

5.2 Contract Length. This exclusive territory agreement will remain in perpetuity. All deposited funds for Pay per Appointments will be held until used with the ability for withdrawal during the contract term. If after the contract term has expired or has been revoked for cause by either party and there are still funds that haven’t been used by the client for Pay per Appointments, any remaining funds will be refunded to the customer if the customer requests using our online account manager option under deposit withdrawals. Withdrawing deposit funds will cancel the Lead Buyers’ exclusive territory and be placed back on the available territories list for others to purchase immediately. 

Further, LawSherpas will automatically withdrawal any Appointment fees from the Lead Buyers Deposit account immediately upon setting the appointment.. Any dispute or objection by Lead Buyer to such deposit withdrawals must be made via support ticket by LawSherpas within three (3) business days thereafter. 

5.3 Appointment Credits. LawSherpas will extend an appointment credit (refund back to a deposit account) for any Appointment that is canceled by the consumer using our onsite appointment scheduler. No credits shall be extended to Lead Buyer for any appointments that are canceled or missed by the consumer if they haven’t canceled the appointment before the appointment date using our platform’s scheduling calendar. Lead Buyer is responsible for rescheduling customer appointments who have canceled using the lead Buyers preferred calendar if they aren’t using LawSherpas appointment scheduler, or if the Lead Buyer doesn’t update their calendar linked to LawSherpas Appointment scheduler and the customer is double booked for a time that the Lead Buyer cannot reschedule the customer for another appointment.

 

5.4 Notwithstanding the foregoing, all amounts due from the Lead Buyer in connection with the acquisition of Legal Services customers will be handled through the Lead Buyers’ deposit account on LawSherpas. Lead Buyer must maintain an account balance of at least $400. When a Lead Buyers’ account reaches $400, LawSherpas will charge the Lead Buyers payment method for the difference in amount between the existing balance and the territory deposit minimum. If the Lead Buyers account falls below $400 for more than (5) calendar days and the payment method provided can’t be billed, the Lead Buyers Territory will be canceled until payment is made to bring the account balance back to the territory deposit minimum. If the Lead Buyer fails to bring the account balance back up within (10) Days, LawSherpas can at its discretion sell the Lead Buyers Territory to a new Lead Buyer. Any remaining funds left in the Lead Buyers deposit account will be refunded to them. If the Lead Buyer, after (10) days reinstates their deposit account with the minimum territory account balance, and their Territory hasn’t been sold to a new Lead Buyer, the Lead Buyer can reinstate their protected territory with a reinstatement fee of $300. This fee covers our costs of turning the marketing and website listings back on.

5.5 Refunds. Refunds for Territory Deposits shall be requested via email using [email protected]. Refunds will only be made under certain conditions outlined below: 

1. LawSherpas fails to generate enough Customer Appointments within (60) business days to deplete the deposit account at least once.

The refund will consist of the remaining balance in the Lead Buyer’s deposit account minus $400 which is held for (30) days to cover any outstanding appointment fees that close after the refund is requested. Upon (30) days, if there are no other appointment fees due, the remaining $400 balance will be refunded.

Refunds will be made via check or ACH Transfer to the Lead Buyers bank account.

5.5 All past due amounts shall accrue interest until paid at the lesser of 1.5% per month or the highest rate permitted by California law. LawSherpas reserves the right to discontinue Pay per Appointments to Lead Buyer in the event that an invoice is past due or the billing method cannot be billed. Contemporaneously with the execution of this Agreement, Lead Buyer is providing LawSherpas with information concerning Lead Buyer’s non-consumer business checking account or non-consumer business credit or debit card (the “Account”). Lead Buyer authorizes LawSherpas to electronically debit the Account (and any successor account hereafter designed by Lead Buyer, which must be a non-consumer business account) and, if necessary, to electronically debit or credit the Account to correct previous under- or overcharges. This is an authorization for recurring charges in varying amounts substantially as set forth in LawSherpas invoices. This authorization will remain in full force and effect until Lead Buyer notifies LawSherpas that it wishes to revoke this authorization, which Lead Buyer may do by giving written notice to LawSherpas of such revocation in the manner set forth in paragraph 14(c) below, or throught the Account Dashboard provided by LawSherpas. No such revocation will be effective until the tenth (10th) day following actual receipt by LawSherpas of such notice. Lead Buyer represents and warrants to LawSherpas that: (a) Lead Buyer has retained a copy of this authorization (by printing out a copy of this Agreement or by storing a copy of this Agreement on Lead Buyer’s computer); (b) Lead Buyer is not a “consumer” within the meaning of the Electronic Funds Transfer Act and its implementing Regulation E, and any comparable state or other applicable law; and (c) in any event, the proceeds from LawSherpas to Lead Buyer shall not be used for any personal, family or household purposes. 

6. Lead Buyer’s Compliance with Applicable Law. Lead Buyer represents, warrants and covenants that: (a) it has reviewed all applicable state, federal, Legal Services specific laws or and regulations governing the relationship between Lead Buyer and any Consumer or Lead acquired pursuant to this Agreement and including, but not limited to: The Gramm-Leach-Bliley Act, the Safeguards Rule, the EU-U.S. Privacy Shield Framework, the Truth in Lending Act, the Fair Debt Collection Practices Act, the Fair Credit Reporting Act (“FCRA”), the Equal Credit Opportunity Act (“ECOA,” including its implementing Regulation B), the Electronic Funds Transfer Act (including its implementing Regulation E), the Federal Trade Commission Act, the Telemarketing Sales Rule, the Prescreen Opt-Out Notice Rule, and the Red Flags Rule, and further represents, warrants and covenants that it is currently in compliance therewith and will continue to comply therewith in

connection with any Consumer with whom Lead Buyer engages in any transaction as a result of LawSherpass services; (b) it is duly licensed, authorized and certified by all applicable governmental regulatory authorities to operate its business as it is now conducted and, that in connection with any business transacted with any Consumer with whom Lead Buyer  engages in any transaction as a result of LawSherpass services under this Agreement, (i) it shall acquire and maintain appropriate licenses, authorizations, and certifications from all applicable governmental regulatory authorities required to perform its obligations hereunder, including those required under the applicable state law of the Consumer’s residence, and (ii) no such transaction shall be illegal, void or voidable, in whole or in any part, under the law of the state of the Consumer’s residence; (c) all representations made on its respective website regarding its products or services shall be truthful, lawful and not misleading; and (d) it will use commercially reasonable efforts to maintain the security of its website and all Lead information, including, without limitation, as required by Section 7 hereof. Without limiting the generality of the foregoing, Lead Buyer  will comply with all applicable requirements of Section 701(d) (6) of ECOA and Section 615(a) of FCRA relating to the delivery of adverse action notices. If LawSherpas has purchased any Lead from a third party (“Lead Seller”) that imposes additional or different compliance requirements on LawSherpas, LawSherpas will notify Lead Buyer  of such additional or different requirements, and, upon such notification, Lead Buyer  will comply with such additional or different compliance requirements of Lead Seller. Lead Buyer  shall abide by the principles set forth in the Safe Harbor Act, and provide the safeguards required thereby with respect to the Consumers’, or its Affiliates’ customers’, private personal information transferred from the European Union countries to the United States. Lead Buyer  shall create and maintain an information security program that meets the requirements set forth in the Safeguards Rule in order to (i) ensure the security and confidentiality of customer records and information; (ii) protect against any anticipated threats or hazards to the security or integrity of such records; and (iii) protect against unauthorized access to or use of such records or information that could result in substantial harm or inconvenience to the Consumer. 

7. Confidentiality

7.1. Certain Terms. 

Confidential Information. “Confidential Information” means all of the trade secrets and other non-public business or financial information, business methods, procedures, know-how, contact data, and other information of every kind that relates to the business of either Party that is disclosed by either Party to the other, in any form or medium, whether or not marked or identified as confidential at the time of disclosure, and includes, without limitation, financial information, strategies, plans for potential expansion and marketing initiatives and all other non-public information of a Party. Lead Information. “Lead Information” means all information, including, without limitation, all Nonpublic Personal Information (as defined in subsection 7.1(c) herein), provided by or about a Lead through or by a Consumer seeking information about Personal/Installment loan products or services. Non-public Personal Information. “Nonpublic Personal Information” has the meaning set forth in the Gramm-Leach-Bliley Act of 1999, 15 U.S.C. Section 6801 et seq., as amended, and applicable federal and state laws and regulations implementing the said act (collectively, “Privacy Laws”). Nonpublic Personal Information includes any information: (i) a consumer provides to a Party or its affiliates to obtain a financial product or service, (ii) about a consumer resulting from any such

transaction, (iii) otherwise obtained about a consumer in connection with providing the financial product or service to that consumer, and (iv) any list, description, or other grouping of consumers (and publicly available Information pertaining to them) that is derived using any of the foregoing information. 

Publicly Available Information. “Publicly Available Information” has the meaning set forth in the Privacy Laws and includes any information that a Party has a reasonable basis to believe is lawfully made available to the general public from: (i) federal, state, or local government records; (ii) widely distributed media; or (iii) disclosures to the general public that are required to be made by federal, state or local law. 

Client agrees that it will not publicly review LawSherpas on any review websites unless asked to by LawSherpas and without having requested permission of LawSherpas prior to posting any reviews in the public domain both positive and negative. Any such breach of this provision will result in the clients remaining deposit is forfeited in full. 

 

Security Breach. “Security Breach” means any actual or potential unauthorized or accidental access, use, loss, or disclosure of any Lead Information or a breach of security or information systems that could reasonably be expected to expose any Lead Information to such unauthorized or accidental access or use. 

7.2 Confidential Information. Each Party will hold the other Party’s Confidential Information in confidence and will safeguard it with at least the same degree of care as a prudent business person would use to safeguard his or her own proprietary information and trade secrets, and each Party will use the other’s Confidential Information solely for purposes of performing under this Agreement. A Party will not be obligated to protect Confidential Information to the extent such information: (a) is publicly known other than through a wrongful act or omission of the receiving Party; (b) was available to or already known by the recipient on a non-confidential basis prior to its disclosure by the other Party; (c) is developed by the recipient independently of any information acquired from the other Party; (d) becomes available to the recipient on a non-confidential basis from a third Party, provided that the recipient has no reason to know that the third Party is or may be bound by a confidentiality agreement with the disclosing Party; or (e) is disclosed pursuant to a court order or the requirement of any governmental authority (in which case the recipient will promptly notify the disclosing Party of any such order or requirement, and cooperate, at the disclosing Party’s expense, in any effort to obtain a protective order from the issuing court or governmental authority limiting disclosure and use of the information). Each Party will, immediately upon request or the termination of this Agreement, return or destroy (at the disclosing Party’s request) all Confidential Information of the other Party and all copies and embodiments thereof. 

7.3 Non-Competition. During the Term (as hereinafter defined) of this Agreement and for a period of one (1) year thereafter, Lead Buyer agrees that it will not knowingly use confidential disclosures made by LawSherpas to Lead Buyer to solicit or accept any business from other Lead Buyer s or Lead Sellers who are working with LawSherpas or have worked with LawSherpas in the past. 

7.4 Lead Information

Each Party will exercise all due care with respect to Lead Information and the collection, handling, delivery, processing and transmission thereof, including, and without limitation, to confidentiality, security, Privacy Laws, and any consent or authorization necessary to use such information as contemplated hereby. 

Each Party will maintain appropriate physical, technical, and organizational measures to protect all Lead Information against accidental loss or unauthorized access, use, disclosure, alteration, or destruction. Each Party acknowledges that the level of security that is appropriate will depend on the sensitivity of the information, the risks represented by the processing of the Lead Information, the harm that is likely to result from a breach of security, industry standards, and applicable law. Each Party will notify the other immediately in writing of any Security Breach. Each Party will provide all necessary and reasonable cooperation to the other to comply with any laws applicable to such Security Breach, including, without limitation, the notification of all Leads who may have a right to be informed of the Security Breach and the investigation and prosecution of such Security Breach. Either Party may disclose Lead Information as required by any applicable law, regulation, rule, court or administrative order, or similar legal requirements. In the event of any such required disclosure, the disclosing Party will, to the extent permissible under applicable law, notify the other in advance of such disclosure and cooperate in any effort to minimize the extent of such disclosure and maintain the confidentiality of such Lead Information. 

7.5 Revisions. The parties in good faith agree to revisit and amend this Section from time to time as necessary to comply with changes to relevant laws and any other relevant changes in the industry generally. 

8. Term, Termination, and Survival. The Agreement will commence on the date the Lead Buyer executes this agreement and will continue into perpetuity thereafter (the “Term”) until the Agreement is terminated in accordance with this Section 8. Either Party may terminate the Agreement upon twenty-four (24) hours prior written notice to the other Party at any time and for any reason. Notwithstanding anything else herein to the contrary, the following provisions will survive any termination of the Agreement and continue in full force and effect thereafter: Sections 5 through 14.
9. Representations, Warranties, and Covenants of the Parties. Each Party hereby represents, warrants, and covenants to the other Party that: (a) it has the full power and authority to enter into the Agreement and to carry out its obligations hereunder; (b) when executed and delivered by such Party, the Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms and conditions; and (c) it will comply with all federal, state and local laws, rules, and regulations applicable to such party’s performance under the Agreement, including without limitation LawSherpas compliance with the CANSPAM Act of 2003 and all applicable intellectual property laws with respect to LawSherpas lead generation activities, and including without limitation Lead Buyer’s compliance with any additional or different compliance requirements of Lead Seller. Further, LawSherpas represents, warrants, and covenants to Lead Buyer  that the Consumer associated with each Lead sold or distributed hereunder, at the time of such Consumer’s submission of a Request for information form, (i) consented to the distribution by LawSherpas of such Consumer’s Consumer Information to Personal/Installment Loan Lenders for the purpose of contacting the Consumer and providing a requested quotation or obtaining additional information for the Personal/Installment loan product, and (ii) consented to each such Personal/Installment Loan Lender confirming the Consumer’s

Consumer Information through the use of a consumer report, expressly including a credit report and, as applicable, a bank account record history. 

10. Restrictions on Marketing Practices

 

10.1 No Text Message Marketing Covenant. 

LawSherpas does not permit, condone, or otherwise authorize any Lead Buyer, or its Affiliates or Indirect Affiliates (any entity working with, or for the benefit of Lead Buyer in any way), or other third party to send text messages to purchased Leads for campaigns unrelated to the consumer requested legal consultation appointment. Neither Lead Buyer nor any person who acquires 

lead information from Lead Buyer shall engage in any such marketing by text messaging. LawSherpas reserves the right to monitor all Lead Buyer activities to ensure compliance with this No Text Message Marketing Covenant. LawSherpas reserves the right to terminate immediately and without notice any agreement, arrangement, or relationship with any third party that violates this No Text Message Marketing Covenant. Moreover, if required or requested by any law enforcement or other governmental authority or by any private party, LawSherpas reserves the right to identify any Lead Buyer, its Affiliate, Indirect Affiliate, or other third party known or suspected by LawSherpas to be violating this No Text Message Marketing Covenant in order to protect LawSherpas property or business or for any other reason, in LawSherpas sole discretion. 

10.1.2 Text Message Compliance. Lead Buyer, its Affiliates, and indirect Affiliates, including all persons using the purchased Leads, are responsible for complying with all federal, state, and local locals, rules, and regulations governing all of their marketing activities, including but not limited to the Telephone Consumer Protection Act (“TCPA”) and Federal Communications Commission rules implementing the TCPA. Lead Buyer hereby understands and agrees that the TCPA makes it unlawful to use any automatic telephone dialing system to make any call or send any text message to any telephone number assigned to a cellular telephone service unless the call is made for emergency purposes or with the prior express consent of the called party. See 47 USC § 227(b) (1) (a); 47 C.F.R. § 1200(a). Lead Buyer further understands and agrees that the TCPA provides private parties the right to sue any such party responsible for violating its text messaging rules. 

11. Indemnification. Each Party agrees to indemnify, defend and hold harmless the other Party and its directors, officers, shareholders, employees, agents, and Affiliates from and against any and all third-party actions, claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and out-of-pocket costs (collectively, “Claims”) arising out of or related to any alleged breach of this Agreement (including without limitation any alleged breach of any representation or warranty set forth herein or violation of applicable law, and including any alleged breach by Lead Buyer of Lead Seller’s terms) by such Party. In addition, Lead Buyer shall indemnify Lead Seller against Claims, including without limitation Claims arising from Lead Buyer’s asserted breach of additional or different compliance requirements of Lead Seller. Lead Seller is an intended beneficiary of this Agreement and may enforce these indemnification provisions in its own name. The indemnifying Party’s indemnification obligations are conditioned upon the indemnified Party: (i) giving prompt notice to the indemnifying Party of the claim or action; (ii) granting to the indemnifying Party of the right to participate reasonably in the defense or settlement of the claim or action (except that the indemnified Party’s prior written approval will be required for any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing

material liability to or materially prejudice or detrimentally impact the indemnified Party in any way); and (iii) providing reasonable cooperation and, at the indemnifying Party’s request and expense, assistance in the defense or settlement of the claim or action. 

12. LIMITATION OF LIABILITY. EXCEPT FOR ANY THIRD-PARTY INDEMNITY CLAIMS, TO THE GREATEST EXTENT PERMISSIBLE, AND NOTWITHSTANDING ANY PROVISION OF THE AGREEMENT TO THE CONTRARY, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY PUNITIVE, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER, REGARDLESS OF WHETHER Lead Buyer  HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
14. Miscellaneous.

No Pay per Appointment; Headings; Amendment. Neither this Agreement nor the rights and obligations related hereto may be assigned or in any way transferred by Lead Buyer , by operation of law, change of control or otherwise, to any Person without the prior written consent of LawSherpas in each instance. Subject to the foregoing, this Agreement is binding on and shall inure to the benefit of the Parties and their respective successors and assigns. The descriptive headings in this Agreement are for convenience only and do not constitute a part of this Agreement. Any amendment to this Agreement shall be effective only if made in writing and adopted on behalf of the parties by a duly authorized officer. 

Entire Agreement; No Waiver; Severability. This Agreement and any exhibits hereto represent the entire understanding and agreement of Lead Buyer  and LawSherpas with respect to the subject matter hereof and thereof. The failure of either Party in any one or more instances to insist upon strict performance of any term herein shall not operate as a waiver of any right hereunder. If any part of this Agreement, or the application thereof under certain circumstances, is held invalid, the remainder of this Agreement, or the application of such part under other circumstances, shall not be affected thereby. 

 

Notices. All notices, consents, waivers, and other communications required or permitted by the Agreement shall be in writing and shall be deemed given to a Party when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b) sent by facsimile or e-mail, with confirmation of transmission by the transmitting equipment, and, if LawSherpas is the intended recipient, subsequent delivery of a copy of any such notice or other communication to LawSherpas by email at [email protected] or in each such case to the address for such Party set forth herein, as such address may be updated from time to time upon written notice to the other Party in accordance with this paragraph. Lead Buyer acknowledges that it has read and understands this consent and that it affirmatively consents to receive and acknowledges that it can access, receive, print, and retain its tax-related documents (including IRS Form 1099) electronically. Lead Buyer agrees that such information may be communicated online by posting notices, disclosures, and other communications on LawSherpas web

site or by sending such information to Lead Buyer by email. Lead Buyer’s consent to receive tax-related documents electronically will be effective until withdrawn. 

No Third-Party Beneficiaries. Nothing in the Agreement is intended or shall be construed to give any person other than the Parties hereto, their respective successors and assigns, any legal or equitable right, remedy, or claim under or in respect of the Agreement or any provision contained herein. Independent Contractors. The Parties to the Agreement are independent contractors, and no agency, partnership, joint venture, or employer-employee relationship is intended or created by or between the Parties hereto by the Agreement. 

No Publicity. Neither Party shall advertise, market, or otherwise disclose to any third party any information related to the making or existence of the Agreement. 

Governing Law. The Agreement will be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law rules. The Parties hereby consent and submit to the exclusive jurisdiction of the federal and state courts of Clark County, Nevada, with respect to any dispute arising under the Agreement. Trial by jury in any action, proceeding, or counterclaim arising hereunder or with respect hereto is hereby waived. 

Execution. This Agreement may be executed in counterparts. A facsimile or electronic copy of this Agreement or any signature hereon (including any adoption of this Agreement by Lead Buyer evidenced by clicking an “I Agree” or substantially similar button on a website maintained by LawSherpas) shall constitute an original and shall be valid for all purposes, each party hereby waiving the duty, if any, to maintain and/or produce a manually executed copy of this Agreement.