SELLERS SHIELD HOME SALE LEGAL PROTECTION TERMS


 

Congratulations on purchasing a Sellers Shield Contract (“Agreement”) in connection with the sale of your home (“Property).   The following terms, conditions and exclusions apply to and are incorporated into your Agreement.  The terms contained herein and the Certificate of Protection (“COP”) comprise the Agreement.  You should read the Agreement carefully as it defines our collective rights, duties and obligations. You may find your COP in your Sellers Shield portal. 

Shield’s Obligations. Sellers Shield, LLC (“Shield”) provides Seller with access to secured on-line information and educational resources and training regarding the sales and closing process, and in particular the seller’s disclosure form.  Separate terms and conditions shown on the Sellers Shield website apply to your use of Shield’s website and on-line tools and applications.  In addition, since you have purchased Home Sale Legal Protection, in the event of a Claim, Shield agrees to hire legal counsel on Seller’s behalf, and to pay for up to the total number of attorney hours specified in your COP.

– For purposes of this Agreement a “Claim” shall mean a written demand made upon Seller by an attorney representing the ultimate buyer of the Property or a civil lawsuit filed against Seller by the ultimate buyer of the Property in which a person or persons who purchased the Property from Seller seeks damages against Seller arising out of such sale transaction.     

Seller shall be entitled to receive up to the maximum number of attorney hours specified in your COP. Shield shall select and retain an attorney (“Retained Attorney”) on Seller’s behalf.  Shield reserves the right to direct the management of the litigation.  Shield shall pay the Retained Attorney directly, with no deductible owed by Seller, until the maximum number of attorney hours specified under your COP has been reached. 

– If Seller refuses to consent to a settlement demand recommended by and acceptable to Shield, as determined by Shield in its sole discretion, and Seller chooses to instead continue to defend the Claim, then Shield may choose, in its sole discretion, to either a) pay Seller an amount equal to the proposed settlement or b) continue to defend the claims. If Shield elects to pay the settlement demand, then upon tender of such amount to Seller, Shield shall be relieved of any further obligation under this Agreement.  If Shield elects to continue to defend, its total obligation under this Agreement shall be reduced to the value of the total number of attorney hours which would equal the settlement demand (based upon a $250/hour billable rate).   

– Should the required time for defense of a Claim exceed the total number of attorney hours provided to you, Seller shall be responsible for contracting directly with the Retained Attorney or with another attorney of Seller’s choice at Seller’s expense. Shield shall never have an obligation to pay for attorney hours beyond the maximum number stated in your COP.

Asserting a Claim.  If Seller learns of a Claim or a potential Claim, he shall provide Shield with written notification and documentation of the Claim within 10 days as stated below in paragraph 9.  Failure to provide timely and proper notification of a Claim or potential Claim will release Shield from any obligation to hire counsel on Seller’s behalf to defend a Claim.

Limitation on Liability. Shield’s sole duty under this Agreement concerning a Claim is to hire Retained Counsel and pay up to the maximum number of hours under the plan selected in connection with a Claim or Claims.  Shield is not responsible for any act or omission of the Retained Counsel.   Shield is not a law firm and so is not your attorney.  Seller acknowledges that Shield has not made and does not make any representation, warranty or guaranty with regard to the outcome or result of any legal proceeding arising out of a Claim.   Shield’s liability under this Agreement is limited to the refund of the contract price paid by Seller under this Agreement, and in no event, shall Shield be liable for consequential or punitive damages.  IN NO EVENT WILL YOU HAVE ANY BENEFITS UNDER A SHIELD AGREEMENT UNTIL SHIELD RECEIVES PAYMENT.

Exclusions.   Specifically excluded from the scope of this Agreement are any criminal charges against Seller, claims arising out of a “flip” transaction under which Seller is selling an investment property owned for only a short period of time or out of the sale by a builder of new construction,  disputes regarding the return of escrow funds, claims that arise prior to Closing, claims by a prior buyer on a contract which did not result in the sale of the property, claims for damages relating to any wrongful act independent of the sale of the Property to Seller’s buyer and counterclaims/third party claims which the Seller may wish to assert against the Buyer or third parties in response to any Claim. This Agreement DOES NOT INCLUDE AND DOES NOT COVER any services or expenses other than a maximum number of attorney hours under the plan selected. Seller is directly responsible for, and agrees to pay, all other costs and expenses incurred as a result of the Claim directly to the party to whom the expenses are payable.  These expenses and services may include, but are not limited to, postage, filing fees, court costs, investigator fees, expert witness fees, deposition/court reporter fees, copy expense, travel expense, mandatory witness fees, and any other costs or fees.  In no event shall Shield or the Retained Attorney be required to advance any costs or expenses on behalf of Seller. Further, this Agreement does not create any duty owed or liability against Shield in favor of Seller’s heirs, spouse, beneficiary, co-owner, dependents or the like.  THIS AGREEMENT DOES NOT PROVIDE ANY BENEFITS FOR ANY LIABILITY, DAMAGES, OR ANY RELIEF, AWARD, COST OR EXPENSE OF ANY TYPE OTHER THAN THE COST OF UP TO THE MAXIMUM NUMBER OF ATTORNEY HOURS INCURRED IN DEFENDING A CLAIM.

Seller’s Representations. Seller represents that a) the transaction to which this Agreement relates involved the sale of residential real estate b) that he has no knowledge of any facts that would give rise to a Claim against him by the buyer of the Property if such facts were to come to the buyer’s attention c) that he will be honest and accurate in his completion of his seller’s disclosure documents and d) the transaction to which this Agreement relates is not a “flip” transaction under which a Seller is selling an investment property owned for only a short period of time, nor is it a sale by a builder of new construction.   Seller represents that the foregoing representations are true now and will be true as of the date of the Closing, unless Seller otherwise informs Shield in writing prior to Closing.  

Assignment: Seller may not assign this Agreement or any right or obligation of this Agreement, by operation of law or otherwise without prior written consent of Shield. Shield may assign this Agreement at any time.

Changes to Standard Contract Terms.  Shield may from time to time change these Standard Contract Terms.  In the event Shield makes changes to its Standard Contract Terms it will notify you, in writing, of any changes. 

Term of Agreement with regard to Claims. Subject to Paragraph 11 below, the term of this Agreement (with regard to Claims) shall commence once Shield has received the contract fee and the subject sale of the Property has closed, and shall continue for the period of time after the date of the Closing specified in your COP, at the end of which time it will terminate automatically without the action of any party. Shield may terminate this Agreement at any time without any liability of any type to Seller if it is determined that Seller’s representations in Paragraph 5 were false, or that Seller committed fraud in the sale of the Property. Further, Seller may terminate this Agreement if Seller provides Shield with written notice of Seller’s intention to terminate this Agreement not later than the 7th day after the date of the Closing so long as Seller has not made any claim pursuant to this Agreement, and Shield shall refund the contract fee to Seller no later than 14 days after receipt of Seller’s intention to terminate this Agreement.  The right to terminate this Agreement pursuant to Paragraph 8 is not transferable.

Contact.  Seller may contact Shield at the address, email, and/or phone number listed below.

Sellers Shield, LLC

925 S. Capital of Texas Hwy, Bldg B, Suite 110

Austin, Texas 78746

Phone 844-74-SHIELD (844-747-4435)

Email: [email protected]  

Venue and jurisdiction.  Exclusive venue for any action for the enforcement or interpretation of this Agreement shall be Travis County, Texas.  By entering into this Agreement and accepting its benefits, the parties hereby agree that they are subject to the jurisdiction of the state and federal courts of the State of Texas. 

– NOTICE TO ALL SELLERS WHOSE AGENTS PURCHASED SELLERS SHIELD FOR THEM, INCLUDING AS PART OF THE SMART AGENT PROGRAM: NOTWITHSTANDING ANYTHING ELSE HEREIN TO THE CONTRARY, IF YOUR AGENT BOUGHT SELLERS SHIELD FOR YOU IN CONNECTION WITH OUR SMART AGENT PROGRAM, YOUR CONTRACT SHALL TERMINATE AUTOMATICALLY IF, PRIOR TO CLOSING, YOUR LISTING RELATIONSHIP WITH SUCH AGENT ENDS.  IN THAT EVENT YOU MAY STILL PAY FOR A NEW SELLERS SHIELD CONTRACT PRIOR TO CLOSING, BUT THE ONE PAID FOR BY YOUR AGENT WILL NO LONGER BE IN FORCE OR PROVIDE YOU WITH ANY BENEFITS.