Client Account Dr. Michael Zerivitz:
COMPROMISE, SETTLEMENT AND MUTUAL RELEASE AGREEMENT
THIS COMPROMISE, SETTLEMENT AND MUTUAL RELEASE AGREEMENT (the “Agreement”) is entered into by and between Belvedere Marketing Group, LLC, d/b/a Local Search for Dentists. (“LSFD”) and Michael Zerivitz (“Zerivitz”). LSFD and Zerivitz are sometimes herein referred to as the “Parties.”
WHEREAS, Zerivitz entered into one contract with LSFD: Local SEO (the “Contract”);
WHEREAS, the parties hereby seek to compromise and settle all claims that exist between them.
NOW, THEREFORE, for and in consideration of the premises, mutual promises and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree that:
- Cancellation of all Contracts. For and in consideration described below and the releases contained herein, the Parties agree that the Contract is hereby cancelled. The Local SEO contract is cancelled under the terms of cancellation forms executed by Zerivitz. All such terms in such cancellation forms remain in force, except that LSFD agrees to accept the chargebacks for January 2019 $497 and February 2019 $497 payments. LSFD will cease all work on said contracts immediately upon the execution of this Agreement. The Local SEO contract shall be cancelled as of the execution of this Agreement, and LSFD will immediately cease all work for Zerivitz under the Local SEO contract. Upon execution of this Agreement, LSFD will have no obligation to provide any further services or products to Zerivitz. Zerivitz agrees that LSFD is to retain all payments received prior to the execution of this Agreement, and he will not seek to charge-back or otherwise recover such payments.
- Mutual Releases. UPON THE EXECUTION OF THIS AGREEMENT AND PAYMENT OF THE SETTLEMENT CONSIDERATION, LSFD AND Zerivitz, INDIVIDUALLY AND COLLECTIVELY, HEREBY RELEASE AND DISCHARGE ONE ANOTHER, AND THEIR RESPECTIVE AFFILIATES, PARENTS, SUBSIDIARIES, OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, SPOUSES, ATTORNEYS, AGENTS AND INSURERS, FROM ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, APPEALS, DEMANDS, LIABILITIES, PROMISES, ACTS, AGREEMENTS, COSTS, ATTORNEY’S FEES, EXPENSES, DAMAGES, RESPONSIBILITIES AND/OR OBLIGATIONS OF ANY KIND, AT COMMON LAW, EQUITY, STATUTORY OR OTHERWISE THAT EACH PARTY HAD IN THE PAST, HAS CURRENTLY, OR MAY HAVE IN THE FUTURE, WHETHER KNOWN OR UNKNOWN, FIXED OR CONTINGENT, CLAIMED OR UNCLAIMED, SUSPECTED OR UNSUSPECTED, LIQUIDATED OR UNLIQUIDATED, WHETHER ARISING IN NEGLIGENCE, INTENTIONALITY, OR STRICT LIABILITY, INVOLVING ALL MATTERS THAT RELATE, IN ANY WAY, TO THE LAWSUIT, THE SEARCH OPTIMIZATION SERVICES AGREEMENTS BETWEEN THE PARTIES, INCLUDING, WITHOUT LIMITATION, THE CONTRACTs, AS WELL AS ALL MATTERS THAT RELATE, IN ANY WAY, TO SERVICES PROVIDED BY LSFD ANY PAYMENTS BY Zerivitz, EXCEPT FOR A VIOLATION OF THIS AGREEMENT.
- Authority and Requisite Approvals. Each Party represents and warrants with respect only to itself and none of the other Parties that (1) its authorized representative(s) has read and fully understands this Agreement, (2) all corporate, partner, member or other approvals necessary to authorize it to enter into this Agreement have been obtained, (3) it is duly authorized to fully and completely resolve all disputes between the Parties that are the subject of this Agreement and, (4) it is fully authorized to make this Agreement and, if applicable, to bind to the terms and conditions contained in this Agreement those persons and entities on whose behalf it purports to act, (5) the representative signing this Agreement on its behalf is duly authorized to execute this Agreement on its behalf in the capacity identified below, and (6) this Agreement is a binding and enforceable obligation.
- Ownership of Claims/Non-Assignment. The Parties to this Agreement hereby represent and warrant that they have not transferred, conveyed, pledged, assigned or made any other disposition of the claims released hereby, and they are the sole owners of the claims which each of said Parties is releasing.
- Continued Cooperation. The parties agree to cooperate and take further steps reasonably necessary to effectuate this Agreement.
- Confidentiality and Nondisparagement. The parties and their agents shall keep the contents of this Agreement confidential and not divulge its terms (specifically including, but not limited to, the amount of money to be paid pursuant to Section 1) to any person or entity except that (1) the parties may disclose the terms of this Agreement to their legal and management level employees on a “need-to-know” basis; (2) the parties may disclose the terms of this Agreement to his spouse and to his accountant or financial advisor to the extent necessary to render tax or financial advice; and (3) either party may disclose the terms of this Agreement in response to court order or to the extent necessary to enforce the Agreement by legal process, or in order to comply with the Agreement. The parties, their agents, employees, officers, shareholders, members, and spouses of all of the preceding, will not disparage each other, or cause the disparagement of each other, regarding the events and circumstances at issue in this Agreement. For the purposes of this section, “disparage” shall mean any statement, whether written or oral, that impugns the integrity, capability, honesty, or business practices of the subject party in the mind of a reasonable person. The parties agree and acknowledge that this non-disparagement provision is a material term of this Agreement, the absence of which would have resulted in the parties refusing to enter into this Agreement. Furthermore, the parties agree that if a breach of this non-disparagement provision were to occur, it would be difficult to determine actual damages. Based upon what the parties know, they agree that $750.00 for each disparaging statement, per day of publication, is a reasonable estimate of the damages that would accrue if a breach occurred in the future, and all parties agree that the amount of liquidated damages is fair and reasonable and would not act as a penalty to the breaching party.
- Multiple Counterparts; Originals. This Agreement may be executed in one or more counterparts. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, to the extent signed and delivered by means of a facsimile machine or other electronic transmission (including scanned documents delivered by email), shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. Such counterparts, when taken together, shall comprise the fully executed agreement of the parties hereto.
- Binding Effect. It is further understood and agreed that this Agreement shall be binding upon and inure to the benefit of the parties and their respective shareholders, officers, directors, partners, heirs, agents, executors, representatives, successors and assigns.
- Entire Agreement. It is further understood and agreed that this Agreement contains the entire agreement between LSFD, on the one hand, and Zerivitz, on the other hand, and that it supersedes any and all prior agreements, arrangements or understandings between them, whether oral or written, excepting that the Parties acknowledge that their duties, obligations, and benefits set out in the Contract and accruing after the date of this Agreement remain in full force and effect. No oral understandings, statements, promises, or inducements contrary to the terms of this Agreement exist. This Agreement and the exhibits attached hereto cannot be changed or amended orally.
- Representation By Counsel/Attorneys’ Fees and Costs. In executing this Agreement, each party has consulted with its own attorneys or other advisors in connection with the effect of this Agreement, and each assumes the risk arising from not seeking further or additional consultation, and each party shall be responsible for any and all attorneys’ fees, costs and expenses incurred by said party.
- Governing Law. It is further understood and agreed that this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas, and agree that the sole proper venue for any dispute is the state and federal courts located in Travis County, Texas.
- Severability. If any provision of this Agreement shall, for any reason, be held violative of any applicable law or is held to be unenforceable, then the validity of such specific provision herein shall not be held to invalidate any other provision herein which shall remain in full force and effect.
- Notices. All notices and other communications pursuant to this Agreement shall be in writing and shall be deemed given if (a) delivered personally, (b) sent by nationally recognized, overnight courier, (c) mailed by certified mail (return receipt requested), with postage prepaid, (d) sent by facsimile (followed by a copy sent by courier or certified mail), or (e) by electronic mail, if applicable, to the Parties at the following addresses:
Belvedere Marketing Group, LLC.
611 S. Congress, #310
Austin, Texas 78704
- Effective Date. The Effective Date of this Agreement shall be the date this Agreement is signed by the last Party to sign.
- Chargebacks: Zerivitz agrees that LSFD is to retain all payments received prior to the execution of this Agreement, except the agreed accepted chargeback amount of $497 January 2019 and $497 February 2019, and he will not seek to charge-back or otherwise recover such payments. If a chargeback does occur for any payments rendered to LSFD, Zerivitz’s credit card on file will be rebilled for the chargeback amount plus a $50.00 per chargeback administration fee.
I understand that attaching my e-signature is the legal equivalent of submitting a document signed by hand. By signing below I agree that this digital signature will represent my true signature.
Belvedere Marketing Group, LLC, d/b/a Local Search for Dentists
Signed: Graig J. Presti