Last Updated 8/8/2023
These Mid-Market Terms & Conditions are a legal contract (referred to as the “Terms”). By signing the Project Scope Approval document which incorporates these Terms by reference (the “PSA”), you understand that it is such a contract between you and Lessen Technology Services LLC on behalf of itself and its affiliates (“Lessen”, “we”, “us” or “our”) and acknowledge that you have had the opportunity to read the Contract Documents (which are comprised of the PSA, these Terms, and any executed Change Orders (as defined below) and other documents referenced in the PSA, which comprise the entire contract between you and us concerning the renovation services specified on the PSA (the “Work”) (collectively, the “Agreement”). You and Lessen, in consideration of the mutual covenants set forth, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, you and Lessen hereby agree as follows:
PLEASE READ THE AGREEMENT CAREFULLY BECAUSE THIS AGREEMENT CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN YOU AND LESSEN. BY SIGNING THE PSA, YOU AGREE (1) TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE AT LEAST 18 YEARS OLD, (3) YOU HAVE READ AND UNDERSTAND THIS AGREEMENT (4) YOU ACCEPT THIS AGREEMENT AND (5) YOU ARE EITHER THE OWNER OF THE PROPERTY WHERE THE WORK WILL BE PERFORMED OR HAVE WRITTEN LEGAL AUTHORIZATION TO SIGN THIS AGREEMENT FROM THE OWNER. THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE DISPUTES, WHICH (I) REQUIRES THAT YOU AND LESSEN ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT; AND (II) LIMITS CLASS ACTION CLAIMS.
WORK. We will perform the Work identified in the PSA signed by you (“Work”) under the Contract Documents on the property address specified on the PSA (“Property”). The Work shall not include the repair, replacement, or remedy of any existing condition of the Property not specifically included in the PSA, and Contractor shall have no responsibility or duty with respect thereto. We will provide and be responsible for all materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, and incidentals necessary for the furnishing, performance, and completion of the Work, except as specified in the Contract Documents. You agree that our ability to perform the Work is contingent upon your full and timely performance of your obligations under a PSA, including, without limitation, providing access to the Property. Despite anything in the Contract Documents to the contrary, if the commencement and/or progress of the Work is delayed by (i) changes in the Work or (ii) any causes beyond our reasonable control, then we shall be entitled to an extension of the time for performance, and to the extent the delay adversely and directly affects the cost, additional compensation from you for the Work which will be documented in a Change Order (as defined below).
SUBCONTRACTORS. Lessen performs the Work using independent subcontractors (“Service Providers”). We will be responsible for all acts and omissions of our subcontractors, suppliers and other people and organizations performing or providing the Work under a direct or indirect contract with just as we are responsible for our own acts and omissions. Nothing in the Contract Documents will create any contractual relationship between Owner and any such subcontractor, supplier or other person or organization, nor will it create any duty on the part of Owner to pay any such subcontractor, supplier or other person or organization except as may otherwise be required by laws and regulations. We use a multi-step process to screen potential Service Providers’ backgrounds in compliance with applicable law. We perform screening only when the Service Provider onboards with us. We are under no obligation to update a Service Provider's background check or profile. If you are using another Service Provider for parts of the project, Lessen is not liable for any of the work, materials, scheduling, and/or anything else related to the portion-provided by your service providers.
CONTRACT PRICE. You will us an amount equal to the total on the PSA (“Contract Price”) for completion of the Work. Any change in the Work including any increase or decrease in the Contract Price, must be set forth in a change order signed by both you and us (“Change Order”). Payment of any Change Order is due on the date of the subsequent payment milestone, and not the completion of this contract.
DIFFERING SITE CONDITIONS. If, in the performance of Work, Lessen finds latent, concealed, or subsurface physical conditions which differ from the conditions reasonably expected, or if physical conditions are materially different from those normally found and generally recognized as inherent in the Work provided for in this Agreement (“Differing Site Conditions”), then the Parties agree to work together to execute a Change Order. If the Differing Site Condition discovered by Lessen is a known or suspected “Hazardous Material” (meaning any substance or material identified now or in the future as hazardous under any federal, state or local law or regulation, or any other substance or material which may be considered hazardous or otherwise subject to statutory or regulatory requirements governing handling, disposal or clean-up), Lessen shall be entitled to immediately stop the Work in the affected area and report the condition to you and, if required, the authority having jurisdiction. Lessen shall be entitled to an equitable adjustment to the Contract Price and the time for performance for any adverse impact thereto due to the presence of such known or suspected Hazardous Material, which shall be effected by Change Order. Unless agreed in the PSA, the Work does not include detection, reporting, permitting, analysis, or abatement of asbestos, Hazardous Material, or toxic materials, including without limitation molds and fungus. Lessen shall have no responsibility for the discovery, presence, handling, removal, or disposal of, or exposure of people to, Hazardous Material or toxic substances in any form.
YOUR OBLIGATIONS. You must provide reasonable weekday access during normal business hours for us to perform the Work. If you fail to provide us with such access, it may relieve us of our obligations under this Agreement. You shall cooperate and coordinate with and work in good faith with us and any Service Provider providing goods or services to us, at no additional cost to us. You shall provide a plan and profile of existing utilities where required by the PSA. Except for permits and fees which are our responsibility, you shall secure and pay for necessary approvals, easements, assessments, and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. You shall provide information or services under your control with reasonable promptness to avoid delay in orderly progress of the Work and are responsible for obtaining all necessary approvals from your HOA promptly.
NOTICE TO PROCEED & DOWN PAYMENT. Your signature on the PSA serves as your written permission for us to schedule the Work and process your down payment of fifty percent (50%) of the Contract Price, a condition precedent to our starting Work. Before starting the Work, we will provide you for review an estimated progress schedule indicating the starting and completion dates of various stages of the Work and the corresponding payments to be made to the us. If you fail to make any payment as scheduled herein, we may suspend performance of the Work until payment has been received.
PROGRESS PAYMENT. When half of the Work is completed as determined by us in our sole reasonable discretion, we will charge your chosen payment method for an additional payment of thirty five (35%) of the total amount of the PSA and any Change Orders completed by this time (“Progress Payment”).
PROJECT COMPLETION. The Work shall be deemed substantially complete, where permits are required, upon issuance of a Certificate of Occupancy by the applicable governmental building inspection department, if there is such a department in the jurisdiction in which the Property is located, and, if no such department exists, or no permits were required for the Work, then upon the reasonable determination by us that the Work is substantially complete and the
Property is ready for occupancy upon which we will notify you in writing (“Substantial Completion”). Within a reasonable time thereafter, you and Lessen will inspect the Work. Upon completion of inspection, you will provide us with a written punch list of the items that must be completed for the Work to reach “Final Completion” (meaning all punch list items, if any, were completed), or you must send us a written statement that Final Completion has been reached because no punch list items remain to be completed (email is acceptable for this purpose). If you have provided us with a written punch list, then we will complete the punch list items, after which we will send you written notice that the Work has reached Final Completion when the punch list items have been completed. Then, you and Lessen will meet to promptly inspect the punch list items, after which you will either (i) sign a written statement that Final Completion has been reached or (ii) another written punch list of the items that still must be completed for the Work to reach Final Completion in which event the punch list procedure described above will be repeated until all punch list items have been completed.
FINAL PAYMENT. The final fifteen percent (15%) payment, along with any Change Orders completed after we collected the Progress Payment shall be due at Final Completion (the “Final Payment”). Upon Final Completion, we will; provide you with all documentation received from any materials suppliers or original equipment manufacturers (e.g., flooring, appliances, etc.) including maintenance and instructions, schedules, and guarantees. Final Payment may be withheld only to the extent that we have failed to perform the Work in accordance with the Contract Documents or have not corrected defective Work identified on the punch list under the foregoing procedure. The making of Final Payment shall be a waiver of claims by you except those arising from (i) unsettled warranty arising out of the Agreement during the Warranty Period; (ii) unsettled indemnification Claims; or (iii) terms of special warranties required by the Contract Documents.
LATE PAYMENTS/REVERSED OR DECLINED CHARGES. Any payment due that is not received when due or that is reversed or declined shall be considered overdue and shall accrue a late payment charge at 1.5% per month or the highest amount permitted under applicable law (whichever is less) until paid, calculated from the date such payment became overdue. Despite anything in this Agreement to the contrary if you fail to make payments when and in the amounts due then we may, without prejudicing or limiting our other rights and remedies, suspend performance of the Work and/or terminate this Agreement effective immediately, and we shall have the right to recover its reasonable costs of collection (including attorneys’ fees and litigation costs) regarding the same.
LIMITED WARRANTY. For a period of one (1) year from Final Completion or such longer period as may be prescribed by laws or regulations or by the terms of any specific provision in the Contract Documents (the “Warranty Period”), we represent and warrant that: (i) all Work will be performed in a professional and workpersonlike manner; (ii) that we are licensed to perform the Work or will use appropriately licensed Service Providers, and we agree to maintain all necessary licenses during the performance of the Work; (iii) we will follow all applicable laws and regulations in performing the Work; (iv) we will perform the Work in accordance with the Contract Documents; (v) all materials and equipment will be new, except as otherwise provided in the Contract Documents; and (vi) all materials and equipment will be installed and connected in accordance with the instructions of the applicable manufacturer or supplier (but are warranted by the actual material/equipment supplier and not us). If any Work is found to be defective, we will, in accordance with the procedure outlined below, promptly, without cost to you, either, in our sole reasonable discretion, correct such defective Work or remove it from the Property and replace it with non-defective Work. At Final Completion, we will pass through to you all warranties obtained from any material and/or equipment (e.g., appliances) suppliers to you. Any warranty issues arising related to material and/or equipment after Final Completion must be addressed directly with the material and/or equipment supplier. You agree to look only to the suppliers of the material and equipment for any claims related thereto and acknowledge that you have selected the materials and equipment included in the Work based upon your own judgment and with no reliance upon statements made by us and that we shall have no liability for any damages, whether direct, indirect, general, special, incidental, exemplary, or consequential, incurred by you because of any defect or malfunction of any material and/or equipment.
WARRANTY REMEDY. Our sole obligation and your exclusive remedy for any breach of the Limited Warranty by us, is, at our option, the correction of the nonconforming Work or the refund of an amount not to exceed the actual payments received by us for such Work. This warranty applies to you only and is not transferable or assignable. If you prefer to accept Work which is not in accordance with the Limited Warranty, you may do so instead of requiring its removal and correction, in which case the Contract Price will be reduced as appropriate and equitable. This Limited Warranty shall not apply to any Work where the damage or defect results from: (i) alterations to the Work not performed by us, (ii) abuse of, or damage to, the Work caused by third parties, (iii) improper use of the material and equipment other than for its intended purpose, or your failure to properly operate or maintain the Work, including monitoring or servicing equipment if required by the specifications, and (iv) normal wear and tear. This Agreement is solely to benefit the parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature under or from this Agreement.
WARRANTY CLAIMS. To submit a warranty claim, you must email us to request a warranty review during the Warranty Period by emailing email@example.com. In your email, you must describe the condition of the item(s) requiring repair and provide photo documentation of the issue if possible. All warranty requests must be received by us within one (1) year of Final Completion. We will respond to all warranty requests within three (3) business days. We, in our sole reasonable discretion, will review all warranty requests to determine whether the reported issue is covered by this limited warranty. If not, we may decline the request. If your warranty claim is validated by us, we will identify a date and time for our Service Provider to return to the site to complete the repair and notify you in advance of the repair date and time. When repairs are completed and acknowledged by you, the warranty claim will be closed. Performance of any warranty work shall not extend the Warranty Period.
WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS WARRANTY SECTION, WE MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, HEREUNDER OR WITH RESPECT TO THE WORK, AND WE, TO THE MAXIMUM EXTENT LAWFUL HEREBY DISCLAIMS ANY AND ALL AND EACH AND EVERY EXPRESS OR IMPLIED WARRANTIES, WHETHER ESTABLISHED BY STATUTORY, COMMON; CASE LAW OR OTHERWISE, AS TO THE DESIGN, CONSTRUCTION, SOUND AND/OR ODOR TRANSMISSION, EXISTENCE AND/OR DEVELOPMENT OF MOLDS, MILDEW, TOXINS OR FUNGI, FURNISHING AND EQUIPPING OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF HABITABILITY, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, COMPLIANCE WITH PLANS, ALL WARRANTIES IMPOSED BY STATUTE AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES OF ANY KIND OR CHARACTER. YOU AGREE THAT WE HAVE NOT GIVEN AND YOU HAVE NOT RELIED ON OR BARGAINED FOR ANY SUCH WARRANTIES. YOU AGREE THAT YOU HAVE NOT RECEIVED NOR RELIED ON ANY WARRANTIES AND/OR REPRESENTATIONS FROM US OF ANY KIND, OTHER THAN AS EXPRESSLY PROVIDED HEREIN. AS TO ANY IMPLIED WARRANTY WHICH CANNOT BE DISCLAIMED ENTIRELY, ALL SECONDARY, INCIDENTAL AND CONSEQUENTIAL DAMAGES ARE SPECIFICALLY EXCLUDED AND DISCLAIMED (CLAIMS FOR SUCH SECONDARY, INCIDENTAL AND CONSEQUENTIAL DAMAGES BEING CLEARLY UNAVAILABLE IN THE CASE OF IMPLIED WARRANTIES WHICH ARE DISCLAIMED ENTIRELY ABOVE).
PERMITS & INSPECTIONS. We will obtain and will pay for all construction permits and licenses unless otherwise stated in the Contract Documents. You must
use your best efforts to assist us, upon request, in obtaining such permits and licenses. We will pay all governmental charges and inspection fees necessary for the Work and arrange for all such inspections to occur if required. We will give all notices and follow all laws and regulations applicable to providing and performance of the Work.
INSURANCE. While performing Work, we shall carry the following insurance: (i) worker's compensation insurance as required by statute (but not less than $500,000); (ii) employer’s liability coverage with minimum limits of $500,000 per accident or employee illness; (iii) fidelity or crime insurance coverage of its employees performing Work in the amount of $250,000 per occurrence; and (iv) commercial general liability coverage with a minimum limit of not less than $6,000,000 per occurrence (which may be met with any combination of primary and umbrella or excess coverage). Upon Client’s request, Contractor shall provide certificates of insurance evidencing the insurance required under this Agreement. You and Lessen each waive all rights against each other and any Lessen’s employees and Service Providers for damages caused by fire, or other causes of loss, to the extent those losses are covered by property insurance required by this Agreement or other property insurance applicable to the Property, except such rights as either party has to proceeds of such insurance. The policies of insurance bought and maintained by each party agreeing to waive claims under this Section shall not prohibit this waiver of subrogation. If during the performance of the Work you insure properties, real or personal or both, at or adjacent to the site by property insurance under policies separate from those insuring the Property, or if after Final Payment property insurance is to be provided on the completed Work on the Property through a policy or policies other than those insuring the Work during our performance of the Work, to the extent permissible by such policies, you agree to waive all rights for damages caused by fire or other causes of loss covered by this separate property insurance.
INDEMNIFICATION. We agree to defend you from any claims, suits, judgments, actions, proceedings, or investigations of any kind or nature (“Claims”) (or settle such Claims on your behalf) to the extent directly caused by the negligent act or omissions or willful misconduct of us, our employees and Service Providers in connection with this Agreement and shall indemnify and hold you harmless from any loss, damage, liability, fine, penalty, settlement amount, cost and expense (including, but not limited to, reasonable attorneys’ fees and dispute resolution expenses) of any kind or nature incurred (collectively, “Losses”) to the extent awarded in a final judgment by a court of competent jurisdiction or a validly appointed arbitrator. You agree to indemnify, defend and hold harmless Lessen and its employees and Service Providers from and against any Losses in connection with Claim arising from or related to (i) your negligent acts or omissions or intentional misconduct or anyone directly or indirectly employed by you or anyone for whose acts you may liable; (ii) any personal or bodily injury or death or property damage caused by you, your Property, anyone directly or indirectly employed by you or anyone for whose acts you may be responsible; provided however, that you shall not be obligated for any indemnification to the extent such Claim was directly caused by the negligence or willful misconduct of us, our employees or Service Providers. Any Party seeking indemnification from a Claim under this provision (the “Indemnitee”) shall notify the Party from whom indemnification is sought (the “Indemnitor”) of Indemnitee’s notice of any claim, proceeding or investigation. Such notice shall (i) be in writing, (ii) be delivered to Indemnitor promptly after Indemnitee receives notice of such Claim (although failure to promptly notify the Indemnitor shall not relieve it of its indemnification obligations unless such failure materially prejudices its ability to defend the Claim), and (iii) indicate the nature and basis of the Claim. The Indemnitee shall permit the Indemnitor to control the defense and settlement of the Claim. The Indemnitee may not consent to any settlement or judgment in connection with the Claim without the Indemnitor’s prior written consent. The Indemnitee may participate in the defense of the Claim with its own counsel at its own expense.
TERMINATION. If we breach any of our obligations under this Agreement, then you may give us written notification identifying such breach. If we have not cured such breach within seven (7) calendar days from its receipt of your written notification or if such breach cannot be cured within such seven (7) day period, then if we either do not begin cure within such seven (7) day period or fail to diligently prosecute cure to completion, you may terminate this Agreement. Conversely, if you breach any of your obligations under this Agreement, then we may give you written notification identifying such breach. If you have not cured such breach within seven (7) calendar days from your receipt of our written notification, or if such breach cannot be cured within such seven (7) day period, then if you either does not begin cure within such seven (7) day period or fail to diligently prosecute cure to completion, we may terminate this Agreement. This Agreement may be terminated immediately by either party if the other party is dissolved or liquidated, makes a general assignment for the benefit of its creditors, or files or has filed against it a petition in bankruptcy or has a receiver appointed for a substantial part of its assets. Upon termination, you shall pay us for (i) the Work performed through the effective date of termination, (ii) direct costs paid, contracted for or for which we are liable in connection with the work, and (iii) cancellation costs payable to third parties, in each case under the applicable PSA. In the event we terminate this Agreement due to your breach, you shall also pay Lessen an amount equal to ten percent (10%) of the total of subsections (i)-(iii) herein as an early termination fee.
GOVERNING LAW. This Agreement shall be governed by and construed under the laws of the state in which the Work is performed, without regard to its conflicts of laws principles.
REQUIRED ARBITRATION OF DISPUTES. Except for any claims for non-payment which are expressly excluded from this clause, the parties shall resolve any dispute, claim or controversy arising out of or relating to this Agreement, including the breach, termination, enforcement, interpretation, or validity thereof, or any of the Contract Documents (collectively, the “Disputes”) only by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Lessen agree that the transactions contemplated in this Agreement involve interstate commerce and that the U.S. Federal Arbitration Act (9 U.S.C. § 1, et seq.) governs the interpretation and enforcement of this Agreement. This arbitration provision will survive termination of this Agreement. The arbitration shall be conducted by the American Arbitration Association (“AAA”) under the Construction Industry Arbitration Rules in effect on the date of this Agreement (the “AAA Rules”). Any arbitration hearings will take place in the capitol city of the state in which the Work is performed unless another location is mutually agreed upon. The Parties agree that the arbitrator will have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of this Agreement, including threshold issues of validity of this arbitration provision and arbitrability, which are expressly delegated to the arbitrator. Any legal action initiated by either you or Lessen shall be stayed pending the outcome of the arbitration. The award rendered by the arbitrator or arbitrators shall be reasoned and final, and judgment may be entered upon it under applicable law in any court having jurisdiction thereof. The foregoing notwithstanding, each party retains the right to seek injunctive or other equitable relief from a court of competent jurisdiction to prevent (or enjoin) the infringement or misappropriation of its intellectual property rights or your breach of your agreement not to solicit or interfere with our Service Providers as set forth below. In the event of an arbitration or a litigation, the prevailing party may recover its costs and expenses incurred in connection with the binding dispute resolution procedure, including without limitation, attorneys’ fees, expert witness fees and court and arbitration costs.
CLASS ACTION WAIVER. YOU AND LESSEN AGREE THAT EACH MAY BRING BILATERAL CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A REPRESENTATIVE PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS OR REPRESENTATIVE PROCEEDING, WHETHER IN COURT OR IN ARBITRATION. FURTHER, IF THE PARTIES’ DISPUTE IS RESOLVED THROUGH BILATERAL ARBITRATION, THE ARBITRATOR MAY NOT COMBINE OR CONSOLIDATE ANOTHER PERSON'S CLAIMS WITH YOUR CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
WAIVER OF JURY TRIAL. WITHOUT MODIFYING THE PARTIES’ AGREEMENT TO RESOLVE DISPUTES AS SET FORTH ABOVE, YOU AND LESSEN EACH IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY WORK ORDERS, EXHIBITS, SCHEDULES, RIDERS, AND APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
LIMITATIONS OF LIABILITY. UNDER NO CIRCUMSTANCES WILL EITHER YOU OR LESSEN BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR SIMILAR DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE AND REGARDLESS OF THE CAUSE OF ACTION FROM WHICH THEY ARISE, INCLUDING CLAIMS FOR LOSS OF GOODWILL, COMMERCIAL LOSS, BUSINESS INTERRUPTION, BREACH OF SECURITY, LOSS OF USE, OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING. IN ADDITION, IN NO EVENT WILL EITHER YOUR OR OUR AGGREGATE LIABILITY FOR ANY CLAIMS OF ANY KIND ASSOCIATED WITH THIS AGREEMENT EXCEED TO TOTAL AMOUNTS DUE OR PAYABLE UNDER THIS AGREEMENT. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT INCREASE THIS LIMIT. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED TO YOU BY LESSEN AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE US. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT. NO OFFICERS, DIRECTORS, PRINCIPALS, FOUNDERS, EMPLOYERS, SHAREHOLDERS, AFFILIATES, MEMBERS, MANAGERS OR AGENTS OF LESSEN SHALL HAVE ANY PERSONAL LIABILITY UNDER OR RELATING TO THIS AGREEMENT.
NON-SOLICITATION OF SERVICE PROVIDERS. To the fullest extent permitted by applicable law, during the term of this Agreement, and for twelve (12) months thereafter, you agree not to, either through or on behalf of yourself, a third party or another person/entity, whether directly or indirectly, solicit any services or work directly from, or attempt to interfere with our relationship with our Service Providers.
SUCCESSORS & ASSIGNS. The Owner and Contractor respectively bind themselves, their partners, successors, assigns, and legal representatives to the other party and to partners, successors, assigns, and legal representatives of such other party regarding covenants, agreements, and obligations in the Contract Documents. Neither party to the Contract shall assign the Contract without written consent of the other, except that Lessen may assign this Agreement to an affiliate, or in the case of a sale of substantially all its assets. If either party tries to make such an assignment without such consent, that party shall still remain legally responsible for all obligations under this Agreement.
NOTICES. All notices, requests, consents, claims, demands, waivers, and other communications (each, a "Notice") shall be in writing and addressed to the parties at the addresses on the PSA (or to such other address that may be designated by the receiving party occasionally under this Section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile [or email] (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
RIGHTS AND REMEDIES CUMULATIVE. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.
SEVERABILITY & NO WAIVER. If an arbitrator or court of competent jurisdiction decides that any term of this Agreement is invalid or unenforceable, the term will be modified to be enforceable to the maximum extent allowed by law (or severed if that is impermissible), and the rest of this Agreement will remain valid and enforceable. No failure or delay by a Party in exercising any right or remedy under this Agreement will operate as a waiver thereof, and any waiver will be enforceable only if made in a signed writing by the Party waiving the right or remedy.
NEUTRAL INTERPRETATION & COUNTERPARTS. Both Parties have received or have an opportunity to receive independent legal advice regarding this Agreement, and neither party has relied upon the other (or its advisors) in, entering into this Agreement. For all purposes, this Agreement will be deemed to have been drafted jointly by the Parties with no presumption in favor of one Party over another in the event of any ambiguity. This Agreement may be executed in any number of counterparts, sent via facsimile, mail and/or e-mail and all such counterparts taken together shall be deemed to be the same original instrument.
ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties regarding the subject matter of this Agreement and supersedes all prior and contemporaneous agreements and understandings between us regarding such subject matter. This Agreement may only be modified in a writing signed by both parties, except that Lessen may update these Terms by posting a modified version of these Terms to our website or mobile app and providing you with email notice. Your failure to promptly object to the new Terms in writing shall be deemed as your acceptance of the revisions.
APPLICABLE IN FLORIDA ONLY. FLORIDA HOMEOWNERS’ CONSTRUCTION RECOVERY FUND. PAYMENT, UP TO A LIMITED AMOUNT, MAY BE AVAILABLE FROM THE FLORIDA HOMEOWNERS’ CONSTRUCTION RECOVERY FUND IF YOU LOSE MONEY ON A PROJECT PERFORMED UNDER CONTRACT, WHERE THE LOSS RESULTS FROM SPECIFIED VIOLATIONS OF FLORIDA LAW BY A LICENSED CONTRACTOR. FOR INFORMATION ABOUT THE RECOVERY FUND AND FILING A CLAIM, CONTACT THE FLORIDA CONSTRUCTION INDUSTRY LICENSING BOARD AT THE FOLLOWING TELEPHONE NUMBER AND ADDRESS: Department of Business and Professional Regulation: Tel 850.487.1395; Address 2601 Blair Stone Road, Tallahassee, FL 32399-0783.