Terms of Use

The current provisions stated in this document, herein referred to as “Terms of Use,” are applicable to, and an express condition for use of, all services provided by Karsaz and shall continue to apply after the completion of services. The Terms of Use are incorporated into every agreement of the parties, whether written or oral, and will be binding on the parties in addition to any agreement between Karsaz and Client. In the event the Terms of Use and the provisions of any written agreement differ or conflict, the Terms of Use herein shall prevail.

1. Definitions
(a) Client. The term “Client” shall encompass any reference to the following terms: User, Subscriber, property manager, legal owner, authorized agent, and/or authorized representative.
(b) Agreement. The term “Agreement” shall include any reference to the following terms: subscription agreement, service(s) agreement, Request for Subscription, and Eviction Worksheet.
(c) Term. “Term” shall mean any length of time of an agreement between Karsaz and Client, including reference to any subscription period.
(d) Services. The term “Services” means the legal, risk management and/or administrative services performed by Karsaz for or on behalf of Client, including anything referred to as a subscription(s).
(e) Rate. The term “Rate” means the payment for services performed by Karsaz, whether payment is in the form of a retainer or on an ad hoc, flat-rate, hourly or other billable basis, and includes any reference to the following terms: subscription fee, retainer, monthly rate, monthly fee, and pricing.

2. Authority to Bind
The signatory to this Agreement represents that he or she has the authority to enter the Agreement and to contract to the terms and provisions contained herein, on behalf of the party entering the Agreement, as well as the user of and/or subscriber to its terms and the property manager(s) and legal owner(s) of the property(ies) or asset(s) involved in its execution. An agreement between Karsaz and Client binds and inures to the benefit of all such parties.

3. Term and Renewal
This Agreement shall commence on the effective date and continue for an annual term expiring twelve (12) months thereafter (the “initial term”). Either party may terminate this Agreement with written notice no less than thirty (30) days prior to the expiration of the initial term. If no party provides notice of termination, the Agreement shall automatically renew for an additional annual term, and continue to renew annually thereafter, until proper notice of termination is provided prior to any expiration date. All annual renewal terms shall be subject to an increase of 5% of the current rate, unless otherwise specified. Upon termination, Client shall remain obligated for, and shall provide prompt payment of, all legal service fees and costs incurred through the date of termination.

4. Scope
All services are subject to different scopes and fee structures, as outlined in their respective agreements. The parties acknowledge and agree that the scope of this Agreement is limited to the services contemplated in the subject agreement. The provision of any other services beyond such scope – whether in the same action or otherwise – is not contemplated by this Agreement, nor will such services be provided to Client without execution of a separate legal services agreement. Should services be requested by Client that exceed this scope, Karsaz shall notify Client accordingly, and in its sole discretion, may provide a separate legal services agreement to undertake such requested services on behalf of Client. Those actions or matters which commenced before this Agreement was enacted, after this Agreement has ended, and those commencing while the account was not paid in full are expressly excluded. Any and all litigations and/or administrative proceedings, even if the matter was included in the service prior to the commencement of such, shall require a separate retainer agreement.

5. Representation
Karsaz, in its sole discretion, may decline to represent Client in any matter under any program or service, including matters which may involve a conflict of interest. Karsaz, in its sole discretion, may terminate this Agreement at any time and for any reason, including, but not limited to, Client’s insolvency, bankruptcy, failure to pay invoices in a timely manner, failure to cooperate as to representation, or any other breach of this Agreement, irreconcilable differences regarding representation, in the event Karsaz determines continued representation is not in the best interests of the parties, or if the services are prohibited under applicable law. Karsaz reserves the right to utilize outside or affiliated contractors and organizations to provide services.

6. No Legal Opinions
Client understands that Resident Services Department Claims Management and Dispute Resolution program (RSD) services are in the scope of claims administration and informal dispute resolution, and are non-legal in nature. RSD representatives do not provide legal advice or represent clients in court or other proceedings. Any opinions, representations, claims, statements and/or communications by or on behalf of RSD, Karsaz Law, and/or subcontracting parties in the course of providing RSD services should be treated as non-legal opinions. User understands and agrees that the services to be provided by RSD are not of a legal nature, and RSD shall in no event give, or be required to give, any legal opinion or provide any legal representation to Client. RSD recommends that Client seek the review of Clients legal and/or tax advisors before taking action based on RSD’s statements. RSD does not make any promise guarantee of any outcomes in the use of its services. Any opinions, representations, claims, statements and/or communications by or on behalf of RSD related to past or future results should be treated as opinions and not a promise or guarantee of any outcome. Client understands that services will be performed by RSD representatives and/or affiliated or subcontracting parties.

7. Billing and Payments
All fees shall be due and payable immediately. All eviction preparation fees (filing, appearance, and court costs) shall be due and payable upon Client’s submittal of the request for Karsaz to file an eviction action – regardless of whether Client withdraws, cancels, or rescinds such request prior to filing. Karsaz shall submit monthly invoices to Client via the email address set forth by Client in the Agreement and itemizing all fees and costs incurred to date. The parties acknowledge and agree that Karsaz is authorized to update any invoice to reflect any inconsistencies or subsequent changes, whether reported by Client or not. No refunds or credits on any charges or fees will be given unless otherwise stated in writing.
Client agrees to provide payment in full of all invoices upon receipt. Interest shall be charged on any unpaid invoice after thirty (30) days at a rate of 1.5% or $35, whichever is greater. After sixty (60) days, interest on any unpaid invoice shall be charged at a rate of 3.0% or $65, whichever is greater. Interest or fees shall continue to be charged on a monthly basis until the invoice is paid in full. Any disputes pertaining to an invoice, or portions thereof, must be submitted to Karsaz within thirty (30) days; otherwise, Client waives any such dispute and shall submit payment in full of all invoiced amounts due and owing.
For invoices not paid in full within ninety (90) days of the invoice date, Karsaz will notify Client of such failure to pay and if Client does not cure such failure in full within ten (10) business days after the date of such notice (the “cure period”), Karsaz may, without waiving any other rights or remedies to which it may be entitled, as of the first business day following the cure period, immediately limit access to data, suspend and/or terminate the Agreement, and/or seek collection of all amounts due, including by sending outstanding invoices to a collection agency and/or by filing a civil complaint in the court of relevant jurisdiction. The parties hereby agree that any disputes shall be resolved in a court of proper jurisdiction in Clark County, Nevada.

8. Fee Increases and Changes
Client acknowledges and agrees that overhead and inflation over time may require an increase in fees charged by Karsaz. Accordingly, Client acknowledges and agrees that Karsaz may increase the rate of any service or fee at any time upon provision of no less than a thirty (30) day written notice. Client acknowledges and agrees that the preparation, service, and appearance fees charged by Karsaz do not include court filing costs (statutory filing fees, electronic filing fees, etc.) imposed by the courts when initiating the Action, and constable/sheriff costs (mileage, lockout fees, etc.) imposed by the constable/sheriff when executing on eviction orders. Karsaz has no control over the fees and costs charged by courts or other entities or agencies, and such fees and costs are subject to increase at any time with or without notice. The fees in an Agreement do not include customary and usual costs and expenses incurred and/or paid by Karsaz on Client’s behalf in connection with the action. Client remains responsible for such fees and costs notwithstanding any increases during the term of this Agreement. This Agreement is entered into with the understanding that existing Federal, State or other jurisdictional regulations will remain in effect for the direction of the Agreement. Client agrees that should administrative or other costs of service provided hereunder be substantially increased or processes changed as a result of modifications in existing law, enactment of new legislation, or promulgation of new administrative guidelines, Karsaz’s services and service fees may be revised during the Agreement term effective upon provision of written notice. Any services not contemplated by, or in addition to, an executed agreement shall be billed at the prevailing attorney hourly rate.

9. Service
Karsaz reserves the right to determine, and has sole discretion as to scheduling, the date and priority of notice service. Site visit/service days are subject to change as needed. Service days falling on weekends or holidays will be requeued to the next business day. Client acknowledges, agrees, and understands that service dates and times cannot be guaranteed and may be delayed or reperformed, and that Karsaz is not responsible for any damages that Client alleges have resulted from same.

10. File Creation, Provision of Information and Documents
Karsaz will create a file for the action or matter. Your file is the property of Karsaz, and it has the right to retain possession of your file and all information therein until full payment of all costs, expenses, and fees for legal services, subject to destruction of the file as set forth herein. Karsaz will request from Client tenant information, documentation and other evidence essential to the provision of services. Client agrees to cooperate with Karsaz and provide such requested information and documentation upon request, and to respond to Karsaz’s emails or telephonic inquiries. Karsaz may request Client (or a representative) appear at docketed hearings if such appearance is deemed beneficial or necessary at the discretion of Karsaz. Client agrees to cooperate to the best of its ability and appear when permissible. All communications to/from Client on any matter should be treated as confidential as specific programs and services offered by Karsaz are intended to assist Client in anticipation of litigation. Client should confirm the applicability of all legal privileges to its communications in advance of sending or responding to communications. In the event Karsaz is required to respond to a third party’s request for information via litigation, administrative action, subpoena or otherwise, Client shall pay for any and all fees and costs associated with the response, assuming such response is proper, and including the assertion of any applicable objections to the production of information and/or documents.

11. Disposition and Audit of Files
All files created by Karsaz in provision of services shall be considered attorney work product and remain the property of Karsaz. Client may obtain such files upon request and provided that no invoices are outstanding. In the event of Agreement termination, and upon receipt of payment of outstanding invoices, Karsaz shall promptly comply with any request for files from Client and forward all completed and pending claim files to the Client. Client acknowledges that it may be required to pay, at Karsaz’s discretion, the reasonable costs of Karsaz incurred in compiling and transmitting files, including time of employees, postage, and other incurred fees. Client may request an audit of completed and/or pending claim files at any time upon reasonable notice. Reasonable notice shall be defined as thirty (30) days or as otherwise agreed by the parties. Client acknowledges that it may be required to pay, at Karsaz’s discretion, the reasonable costs of Karsaz incurred in completing any such audit and conveying the results, including time of employees, postage, and other incurred fees. In the event of expiration of the Agreement, non-renewal thereof, or cancellation, Karsaz shall bill the Client for work completed by Karsaz on each claim. Upon receipt of payment of outstanding invoices, Karsaz shall promptly forward all pending claim files to the Client unless Client requests Karsaz to continue to process any files on a time and expense basis as provided for at Karsaz’s prevailing hourly rate, presumed to be no less than $295 per hour, at the time such services are rendered. Client agrees to pay Karsaz for the internal and/or external cost of retaining, storing, retrieving, logging, packing and shipping files which are stored on or off premises by Karsaz.

12. Sale of Property
Client shall provide Karsaz with written notice of any pending sale of the Property no less than thirty (30) days prior to the scheduled sale date. Upon provision of that notice, this Agreement shall effectively terminate on a date of Karsaz’s choosing prior to the scheduled ownership change, and Karsaz shall notify Client of this termination date accordingly. Karsaz may accelerate any final invoice to Client (including services rendered through the termination date) so as to ensure that Client receives same and has time to submit payment before the ownership change. Client acknowledges and agrees that this section does not apply to a change in property management entities or Client’s management agents. In the event no notice of pending sale is provided to Karsaz and invoices remain unpaid, Client and/or property manager shall remain joint and severally liable for payment of such invoices.

13. Liability, Indemnity, Release and No Guarantee
The provisions herein shall apply to Karsaz, its principals, managers, directors, employees, agents, attorneys, affiliated entities, and assigns (hereinafter collectively, “Karsaz and its Agents”). Client hereby acknowledges and agrees that Karsaz and its Agents is/are being retained to provide legal counsel and/or risk management services; that Karsaz and its Agents has/have no ownership, management, control or interest in the Property; and Karsaz and its Agents does/do follow the direction of the Client; that Karsaz and its Agents has/have no decision-making authority as to the operation of the Property or the property management business managing the Property.
Accordingly, to the fullest extent allowable by law, Client agrees to indemnify, defend, and hold harmless Karsaz, its employees, and its Agents from any and all actions, causes of action, claims, demands, liabilities, losses, damages and expenses of whatsoever kind, including, but not limited to, reasonable attorneys’ fees, that arise out of, are based on, or related to the following:
(a) Client’s operations, management, maintenance other actions or inactions, and/or alleged improper or unsafe aspect(s) of the property(ies) or asset(s) for which Client has requested Karsaz to provide Services or any portion thereof;
(b) Any alleged misconduct on the part of Client, and/or its employees or agents;
(c) Any alleged duties, handling, and/or services provided by Karsaz and its Agents, specifically including actions or omissions which are alleged to constitute negligence, gross negligence, or other misconduct.
Karsaz reserves all rights to prosecute this express indemnity provision as to and against the Client in the event of a denial of indemnity or defense or proposed limitation to the scope of the defense and indemnification provided in violation of the terms herein.
Karsaz and its Agents does/do not warrant or guarantee the outcome of any action, and makes no promises, implied or actual, regarding the legal process in general or the outcomes of any action. To the fullest extent allowable by law, Client hereby releases Karsaz and its Agents from any and all claims related to or arising from Karsaz and its Agent’s representation of Client in requested action excluding willful misconduct or gross negligence.

14. Insurance Requirements
Client hereby represents that, for the full Term of this Agreement and as to the property(ies) or asset(s) for which Client has requested Karsaz to provide Services, Client will maintain Commercial General Liability insurance, which includes coverage for Completed Operations, Contractual Liability, Broad Form Property Damage Liability, and Personal Injury and Bodily Injury, with limits of not less than $2,000,000 combined single limit per occurrence.
Client hereby agrees to name Karsaz as an Additional Insured to all Commercial General Liability policies referenced above, and to provide Endorsement(s) to this effect with Certificate(s) of Insurance, showing that the Karsaz is an Additional Insured to such policies, setting forth the term, premium, coverage, and provider for each such policy. Coverage for Karsaz under such policies shall be obtained as primary to any existing coverage obtained by Karsaz, its deductible or any self-insured retention. These terms are a condition precedent of the Agreement, and failure of Client to comply with this provision and to provide each of the above-referenced Endorsements of Insurance within thirty (30) days after the execution of the Agreement shall constitute a material breach of the Agreement. Client further agrees to reimburse Karsaz for any and all costs, including reasonable attorneys’ fees, Karsaz incurs as a result of Client’s failure to obtain the Endorsements, terms, and coverage set forth herein.
Client agrees to provide Karsaz thirty (30) days written notice of any changes, modifications, or amendments to any of the policies referenced herein. In case of any such changes, modifications, or amendments, Client shall immediately provide Karsaz with a new and current Endorsement and Certificate of Insurance for the applicable policy, as set forth above.

15. Choice of Law and Venue
The Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Nevada and the venue for any actions related to any Agreement shall be in state court in Clark County, Nevada.

16. Nature of Relationship
Karsaz’s employees assigned to perform services shall be and remain employees of Karsaz regardless of where services are performed and shall not for any purpose be considered Client’s employees. Karsaz’s relationship to Client shall be one of independent contractor and nothing contained in these Terms of Use or any other document shall be construed to imply that Karsaz or any of Karsaz’s officers, employees or agents is an employee or agent of Client for any purpose. Karsaz shall have no right, power or authority to create any obligation, expressed or implied, or to make any representation on behalf of Client, except as may be expressly authorized from time to time by Client in writing and then only to the extent of such authorization. Nothing herein is to imply an agency, joint venture or partner relationship between the parties.

17. Confidentiality of Information and Documents
The communications to/from Client on any specific matters should be treated as confidential as one of the primary purposes for the risk management systems and certain other legal services is to assist Client and its counsel in anticipation of litigation. Client should confirm the applicability of all legal privileges to its communications in advance of sending or responding to communications. In the event Karsaz is required to respond to a third-party request for information, Client shall pay for any and all fees and costs associated with the response, including the assertion of any applicable objections to the production of information and/or documents.

18. Attorney’s Fees
In the event of any litigation or other proceeding arising from or related to this Agreement (whether in contract, tort or both), or to the services provided under this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable attorney’s fees and costs incurred in such litigation or proceeding.

19. Disputes
The parties hereby agree that any disputes regarding this Agreement shall be resolved in the State Courts of Clark County in the State of Nevada. In the event of a dispute arising from or related to this Agreement (or to the services provided herein) which results in litigation, the prevailing party in such litigation shall be entitled to recover from the non-prevailing party all reasonable costs and attorney’s fees incurred.

20. Promises and Warranties
Client understands that Karsaz does not warrant or guarantee the outcome of any matter, and makes no promises, implied or actual, regarding such matters. The Services will be performed by Karsaz or subcontracting parties. Any advisements, legal opinions, representations, claims, statements and/or communications by or on behalf of Karsaz related to past or future results provided to Client by Karsaz shall not be construed as promises or warranties and shall ultimately be evaluated by Client with Client making the final decisions as to further handling.

21. Promotions and Advertising
Promotional and discounted pricing are available to new clients only. Pricing that is discounted will return to Karsaz’s fair market value rate, which is determined at Karsaz’s sole and absolute discretion, at the beginning of the following calendar year, unless specified otherwise. Client authorizes Karsaz to market, advertise and/or publicize the fact that Client and its affiliates and/or a certain community is using Karsaz’s services.

22. No Waiver
Any waiver by Karsaz of any portion or breach of this Agreement shall have no effect on the balance of this Agreement; it shall not be deemed a continuing waiver of such provision or of any subsequent breach or any provision. Moreover, the acceptance of payment following a breach of the Agreement by Client shall not be deemed a waiver of any preceding breach by Client of any provision of this Agreement.

23. Counterparts and Amendments
This Agreement may be executed in counterparts, each of which shall be deemed an original. These terms may be amended or revoked at any time in Karsaz’s sole and absolute discretion.

24. Severability
If any part of the Terms of Use or of the Agreement is contrary to, prohibited by or deemed invalid under, any applicable law of any jurisdiction, then such provision shall, as to such jurisdiction, be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, without invalidating the remainder hereof or affecting the validity or enforceability of such provision in any other jurisdiction. All other terms remain binding.

25. Independent Review
Client is advised that Client has the right to seek review of these terms and any agreement with Karsaz by independent counsel of Client’s choice and Client acknowledges by signing any Agreement with Karsaz that Client is aware of this right, has taken adequate time to obtain such review, if desired, and has either waived or exercised said right as of the date of agreeing to the Agreement.

26. Entire Agreement
This Agreement constitutes the entire understanding between the Parties, supersedes any and all previous understandings with respect to the services, and binds and inures to the benefit of the Parties.

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