This General Release made as of 11/2/2018, between: San Diego Teeth Whitening, herein known as "Client" and PPL Labs, LLC ("PPL Labs") together known as the "Parties" or individually a "Party".
WHEREAS, Client contracted with PPL Labs for marketing at $1390.00 per month for marketing services (the "Service Agreement").
NOW, THEREFORE, PPL Labs agrees to void the remaining months of marketing. Additionally, PPL Labs agrees to refund three months payment of $695 for Google Adwords, a total of $2,085.
1. The Parties agree to void the Service Agreement and release each other from any outstanding obligations thereunder upon receipt of this signed General Release.
2. The Parties, on behalf of themselves, their agents, affiliates, subsidiaries, shareholders, partners, legal representatives, heirs, administrators, executor, estate, successors and assigns, hereby release and forever discharge the other Party, their shareholders, officers, directors, employees, agents, subsidiaries, affiliates and controlling persons and their respective legal representatives from all present or future charges, complaints, grievances , liabilities, obligations, promises, agreements, suits, claims, demands, action, payment disputes, including credit card charge backs and/or any other causes of action, in law or equity of any nature whatsoever, whether direct or indirect, known or unknown, which each party now has or may hereafter have, against the other relating or arising from the Service Agreement or the performance thereunder. This General Release resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, conversion, quantum meruit, bad faith damages, reliance damages, punitive damages, and lost profits. As a material condition of this General Release, Client expressly represents that there are currently no payment disputes outstanding, and that Client will not initiate any payment dispute for any past payment. For clarification, the release in this section does not extend to breaches of this General Release.
3. In exchange for the consideration acknowledged herein, the Parties agree that the terms of the General Release shall remain confidential and that neither Party will publish or otherwise disseminate any disparaging, defamatory or derogatory information about the other Party, its products or its employees. For purposes of this Section, “disparage” shall mean any negative statements, reviews, comments, or feedback, whether written or oral and published in any medium. This includes all written, oral or electronic communication, including any statements published on online review websites, internet forums, or video hosting websites. The Parties represent that to date neither Party, nor any agent of either Party, has published, posted or submitted any disparaging comments about the other. The parties acknowledge that in the event of a breach of this section, damages would be difficult to calculate. Accordingly, the Parties agree that in the event of a breach of this section, the non-breaching party shall be entitled to liquidated damages in the amount of $10,000. The Parties agree that this amount is a reasonable estimate of damages given the contemplated breach and not a penalty.
4. The Parties hereto irrevocably and unconditionally agree that any dispute that may arise between the Parties, including a breach of any provision in this contract, shall be settled by confidential binding arbitration administered by the American Arbitration Association (AAA). Such arbitration shall be conducted pursuant to the Commercial Arbitration Rules (CARs) of the American Arbitration Association. Such Arbitration shall be conducted in Boston, MA by a single neutral arbitrator. The Parties further agree that they may only bring or participate in claims against the other in their respective individual capacities, and not as a plaintiff or class member in any purported class or representative proceeding. In the event of a dispute under this agreement each Party shall be responsible for its own legal costs and attorney’s fees.
5. In the event of a breach or threatened breach by the Client of any of the provisions of this Agreement, the Parties hereby consent and agrees that the other shall be entitled to seek a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. This equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief.
6. The Parties each represent that (a) each has the power to enter into this Agreement and be bound to its obligations hereunder; (b) the execution of this Agreement by the Client has been authorized by all necessary corporate actions; and (c) this Agreement has been executed and delivered by Client and constitutes the legal, valid and binding obligation of Client, enforceable against Client in accordance with its terms.
7. If any provision of this Agreement or the application thereof is held invalid, illegal or unenforceable by any court of competent jurisdiction, (a) such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and (b) the remaining terms, provisions, covenants and restrictions of this Agreement will remain in full force and effect. This General Release represents the entire agreement between the Parties, and all other contemporaneous discussions, agreements and understandings have been merged herein.