with Incorporated Lien Assignment


1. Request for Services.

Lien on Me, LLC (“Lien on Me”) will prepare construction notices/claims, as described more fully below, for Customers upon either an on-line request submission or by written “request form” from the Customer or an authorized agent. Written requests may be subject to a data entry fee per notice if electing not to use the online interface. You are responsible for providing accurate and complete information for services. You acknowledge that Lien on Me is not responsible for any inaccuracies in the information you provide. The customer acknowledges that Lien on Me does not guarantee or warrant the timeliness of such service, delivery, or recordings. Customer acknowledges that Lien on Me is not responsible for any delay in filing or delivering as a result of any delays and errors of the United States Postal Service or similar delivery method.

2. Services.

Lien on Me will attempt to timely serve, send, deliver, and record notices and other construction forms as required to perfect a lien in the jurisdiction in which the improved property (the “Property”) at issue is located (the “Services”) to collect delinquent payment from property owners based on work or materials provided by Customer to the Property which has not been paid for in full (the “Debt”).

3. No Warranty.

The Services are based on accurate information being provided by Customer. Reasonable efforts will be made to verify the information based on the information provided by the Customer. However, because of the possibility of human and mechanical error, changes in the law(s) as well as other factors, no guarantee or warranty is made to the accuracy of the information provided and Lien on Me is not responsible for any errors or omissions. To the fullest extent permissible, pursuant to applicable law, Lien on Me disclaims all warranties express or implied. Specifically, but without limitation, Lien on Me DOES NOT WARRANT THE TIMELINESS, ACCURACY, COMPLETENESS, PERFORMANCE, OR FITNESS FOR A PARTICULAR PURPOSE OF THE NOTICES AND OTHER SERVICES PROVIDED THE WEBSITE, OR THE INFORMATION CONTAINED ON THE WEBSITE. Lien on Me DOES NOT WARRANT THE WEBSITE IS ERROR FREE IN CONTENT OR FUNCTIONABILITY.

4. Limitation on Liability.

Lien on Me, its members, officers, and employees shall not be liable to Customer or any other person or entity for any damage that results from the use of its services, or for any consequential, incidental, indirect, punitive, special or similar damages, even if advised of the possibility of such damages. Lien on Me disclaims all responsibility for any loss, injury, claim, liability, or damage of any kind resulting from, arising out of, or in any way related to, any errors or omissions, including but not limited to technical inaccuracies and typographical errors on any document, failure to file any document on time, failure to properly file a document, and Customer’s use of Services. In no event shall Lien on Me be responsible for any damages in excess of the fee paid by Customer. Lien on Me, its affiliates, any officer, director, employee, subcontractor, agent, successor, or assigns of Lien on Me SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEY’S FEES AND LOST PROFITS OR SAVINGS) IN ANY WAY DUES TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THIS SITE, INCLUDING CONTENT, LIEN ON ME SERVICES, REGARDLESS OF ANY NEGLIGENCE on the part of Lien on Me, its affiliates, any officer, director, employee, subcontractor, agent, successor, or assigns.

5. Indemnification.

The Customer agrees and covenants to indemnify, defend, and hold Lien on Me, its agents, assigns, representatives, officers, and/or affiliates, harmless from any and all claims, counterclaims, cross-claims and/or liability that may arise due to the use of Services, including but not limited to, the provision, service, or for of any document by Lien on Me based on information provided by the Customer, any document filed or served by Lien on Me on behalf of Customer, any document in an arbitration proceeding filed or served on behalf of the Customer or generally in any respect whatsoever, including, if permitted by applicable law, when Lien on Me’s own negligence is alleged or proven. If any claim, or claims, arise(s) out of any issue relating to use of the Services or any litigation is commenced, the Customer agrees to defend Lien on Me, to pay all fees and costs, including reasonable attorney fees, with Lien on Me having the right to counsel of its choice, incurred by the Customer in its defense of such claims in any legal proceeding. The Customer agrees that the obligation to defend commences when a claim is made against Lien on Me, even if the Customer disputes its obligation to indemnify them and hold them harmless. The Customer shall immediately reimburse Lien on Me upon demand, for any payment made by Lien on Me at any time, based on the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands, or actions, with respect to any damages to which the foregoing indemnity relates. Lien on Me shall give Customer prompt written notice, via regular and certified mail, of any litigation threatened or instituted against Lien on Me that might constitute the basis of a claim for indemnity by Lien on Me against the Customer. The customer further agrees not to join Lien on Me in any lawsuit between any parties, recognizing that its sole remedy is set forth in the terms and conditions agreed upon relating to arbitration. Should Customer initiate a lawsuit against Lien on Me, Customer agrees to pay the attorneys fees incurred by Lien on Me should Lien on Me be the prevailing party.

6. Disputes.

All disputes, claims, complaints, and causes of action (“Disputes”) arising out of this Customer Agreement, incorporated lien assignment and/or the Services, the filing of any document on behalf of Customer, or the information and forms contained herein shall be resolved in the manner provided below. The dispute procedure outlined herein is mandatory and exclusive. No legal action may be brought or maintained except as provided herein. Customer disputes shall first be presented in writing to Lien on Me accompanied by a detailed explanation of the claim and with all documents supporting the position advocated by Customer. Within thirty (30) days of the receipt of the Customer Dispute and all supporting information and documentation, Lien on Me shall render a final and binding decision (“Final Decision”) in writing with respect to the Dispute. This Final Decision shall be final and binding for all purposes on Lien on Me and Customer unless, within twenty (20) days of the date of the Final Decision, the Customer notifies Lien on Me in writing of the Customer’s objection to the Final Decision. If an objection is timely made and received, the Customer shall submit the Dispute to binding arbitration within ninety (90) days of the date of the Final Decision. The Customer’s failure to do so within the ninety-day timeframe shall constitute a complete waiver of all claims and claimed damages relating to the Dispute. The Customer’s arbitration demand shall be filed with the American Arbitration Association and shall be administered pursuant to the then-applicable Commercial Dispute Resolution Procedures of the American Arbitration Association. The Dispute shall be decided by one arbitrator, who shall be an attorney practicing before the bar of the State of Florida, and any hearing in connection with the arbitration shall take place in Walton County, Florida. The parties agree that the dispute must be decided in strict accordance with the terms and conditions of this Customer Agreement.

7. Jurisdiction.

The Customer Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without regard to the conflicts of law principals of Florida.

8. Attorney’s Fees.

Each Party shall bear its own costs and attorney’s fees incurred prior to the Effective Date of this Agreement and in connection with the preparation and execution of this Agreement. Customer further agrees not to join Lien on Me in any lawsuit between any parties, recognizing that its sole remedy is set forth in the “Disputes” provision of Paragraph 6 above. Should Customer initiate a lawsuit against Lien on Me, the Customer agrees to pay the attorney fees incurred by Lien on Me should Lien on Me be the prevailing party.

9. Confidentiality.

The Customer hereby agrees that this agreement and the methods and techniques utilized by Lien On Me are proprietary and confidential to Lien On Me and the Customer will not share with other parties these agreements or techniques. Furthermore, the Parties shall and will direct their officers, directors, employees, and agents to treat as confidential the terms of this Agreement, and will not hereafter disclose the substance or contents of this Agreement or any information obtained in furtherance hereof, unless (1) such disclosure is required under any state or federal laws, or (2) compelled to by a court or other legal proceeding; or (3) is required to enforce this Agreement; or (4) is required pursuant to the organizational documents of the Customer or the Developments CCRs.

10. Voluntarily and Knowingly.

The Parties acknowledge they have read this Agreement and understand all of its terms, and that this Agreement is executed voluntarily, without duress, and with full knowledge of its legal significance. Each Party to this Agreement has had the opportunity to be represented by counsel with respect to the legal consequences of assigning the Customer’s liens provided for herein and with respect to the execution of this Agreement.

11. Construction.

The Parties agree that in the event of any dispute concerning the interpretation or construction of this Agreement, no presumption shall exist with respect to the Party initially drafting this Agreement. The Parties agree they have each had ample opportunity to influence the choice of language and terms in this Agreement.

12. Notice.

Notices under this Agreement will be effective upon actual receipt and shall be delivered by a nationally recognized overnight courier, or by facsimile, to the addresses identified herein above for the Parties or to such other addresses as any Party may subsequently, designate in writing.

13. Entire Agreement.

This Agreement, Exhibit “A” executed contemporaneously herewith, and incorporated provisions constitute the complete, final, and exclusive embodiment of the entire agreement between the Parties with regard to the subject matter hereof. This Agreement is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein. This Agreement may not be modified except in writing signed by all of the Parties.

14. Governing Law and Forum.

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to any choice of law or conflict of law provision or rule (whether the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida. Any action with respect to this Agreement shall be brought in accordance with the “Disputes” provision of Paragraph 6 above and submitted to binding arbitration in Walton County, Florida.

15. Severable.

If any provision of this Agreement is determined to be invalid, void or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement, and the provision in question shall be modified so as to be rendered enforceable.

16. Enforce According to Terms.

The Parties intend this Agreement to be enforced according to its terms.

17. Successors and Assigns.

This Agreement shall bind the heirs, personal representatives, successors, assigns, executors, and administrators of each party, and inure to the benefit of each party, its heirs, successors, and assigns.

18. Waiver.

No term or condition of this Agreement shall be deemed to have been waived, nor shall there be an estoppel against the enforcement of any provision of this Agreement, except by written instruments signed by the Party charged with the waiver or estoppel; no written waiver shall be deemed a continuing waiver unless specifically stated therein, and the written waiver shall operate only as to the specific term or condition waived, and not for the future or as to any other act than that specifically waived.

19. Counterparts and Facsimile Signatures.

This Agreement may be executed in one or more counterparts, any of which need not contain the signatures of more than one party but all signed counterparts taken together will constitute one and the same agreement. A facsimile signature will be deemed as valid as an original signature.

20. Section Headings.

The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Incorporated Assignment Agreement

This Lien Assignment Agreement is entered into by and between Lien on Me and Customer.

WHEREAS, Customer performed work or provided materials at the Property and has not been paid in full and has a right to enforce a claim of lien against the Property;

WHEREAS, the Debt warrants the services of Lien On Me to assist in the collection process;

WHEREAS, Customer in consideration of Lien on Me’s services and assumption of the aforementioned obligations agree to assign its right, title, and interest in and to the specific property lien(s) and the Debt under the Agreement;

WHEREAS, Lien On Me agrees to pursue collection of the Debt by enforcing the lien rights or otherwise, and upon recovery of any value of the Debt, Lien On Me will retain 20% of any recovered Debt amount, exclusive of a nonrefundable five hundred dollars ($500.00) due and payable by Customer to Lien on Me upon execution of this Agreement, and disburse the remainder to Customer.

NOW, THEREFORE, in consideration of the premises as well as the parties’ respective promises, representations, covenants, and warranties, the performance of each unto the other, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

I. The Effective Date of this Agreement.

The effective date (the “Effective Date”) of this Agreement shall be the date of execution of this Agreement by both parties.

II. Incorporation of Whereas Clauses.

All Whereas Clauses at the beginning of this Agreements are incorporated and made part of the Agreement between the parties.

III. Term of this Agreement.

Unless otherwise terminated by mutual agreement of the parties, the term of this Agreement shall be for 12 months beginning on the Effective Date and terminating at the end of 12 months thereafter (“Term”).

IV. Renewal of Term/Termination.

This Agreement will automatically renew at the conclusion of the Term unless Customer provides notice of termination in writing to Lien on Me at least thirty (30) days prior to the Agreement expiration. Lien on Me reserves the right to terminate this Agreement at any point during the Term upon fifteen (15) days written notice. In the event, that this Agreement is not renewed and Lien on Me is in litigation, Lien on Me will be entitled to all attorneys fees and costs incurred up to the date of termination from Customer, in addition to a fifteen hundred dollar ($1500.00) termination fee immediately payable by Customer to Lien on Me.

V. Assignment of Lien.

Customer hereby assigns its lien rights associated with the Debt. Customer does hereby assign and transfer its rights, title, and interest in and to the lien and all statutory, common law, and contractual rights to collect the same unto Lien on Me.

VI. Enforcement of Lien.

Upon delivery of the assignment of the lien to Lien on Me, Lien On Me shall begin enforcement and shall use its best efforts to collect payment of the Debt through any and all remedies available to it under Florida law. Upon execution of this Agreement, payment in the amount of five hundred dollars ($500.00) is due and payable by Customer to Lien on Me. In the event, Lien on Me receives payment of the Debt from the owner, whether in either partial or full satisfaction of the assigned lien, Lien on Me will retain 20% of the total amount collected and disburse the remainder to Customer.

VII. Representations and Warranties.

The Parties represent and warrant that no other person or entity has or has had any interest in the assessments, claims, demands, liens obligations or causes of action assigned pursuant to this Agreement and that the Parties have the sole and exclusive right, power, and authority to execute, deliver and perform this Agreement, and that the Parties have not sold, assigned, transferred, conveyed or otherwise disposed of any of the assessments, claims, demands, liens, obligations, or causes of action assigned by this Agreement. Customer represents and warrants that all actions or proceedings to be taken by or on the part of Customer to authorize and permit the execution and delivery of this Agreement and the instruments required to be executed and delivered by Customer pursuant hereto, the performance by Customer of its obligations hereunder and thereunder, and the consummation by Customer of the transactions contemplated herein and therein have been duly and properly taken. The Customer represents and warrants that this Agreement has been duly executed and delivered by Customer, constitutes Customer’s legal, valid, and binding obligation, and is enforceable in accordance with its terms and conditions, subject only to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, liquidation and similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, and to general principles of equity.

VIII. Duty to Effectuate.

Each of the Parties agrees to perform any lawful additional acts, including the execution of additional agreements, as are reasonably necessary to effectuate the purpose of this Agreement. In addition, the Customer specifically agrees to cooperate and provide any business records requested by Lien On Me necessary to collect the assessments and liens being assigned hereunder, including but not limited to minutes of meetings, resolutions, payment records, collection records, collection notices, and any other information deemed necessary, in Lien On Me’s sole and absolute discretion, and in furtherance of Lien On Me’s collection of the Debt.