THIS GENERAL RELEASE (this “Release”) is a legally binding agreement between AngelVision Investors, LLC (the “Company”), a California limited liability company, and you and your company (collectively, “You”).
WHEREAS, You desire to transmit and deliver information to Company through Company’s website in an effort to encourage certain members of the Company to potentially provide You with investment capital to grow your business;
WHEREAS, Company desires to collect and potentially review and evaluate such information as You may provide, but makes no representations, warranties, covenants, promises, or guarantees whatsoever that either Company or any of its members will actually review or evaluate such information, or meet with or invest in You;
WHEREAS, before allowing You to submit information to the Company for possible review and evaluation, Company requires that you execute this Release and You agree to be bound by its terms and conditions in exchange for having the opportunity to submit information to the Company.
NOW, THEREFORE, in consideration of the promises made herein and other good and valuable consideration, it is hereby covenanted and agreed by and among all parties as follows:
- YOUR RELEASE OF COMPANY.
IN CONSIDERATION OF HAVING AN OPPORTUNITY TO SUBMIT INFORMATION TO COMPANY FOR ITS POSSIBLE REVIEW AND EVALUATION, AND IN FURTHER CONSIDERATION OF HAVING AN OPPORTUNITY TO POSSIBLY MEET WITH MEMBERS AND AFFILIATES OF COMPANY AND POTENTIALLY HAVE SUCH MEMBERS AND AFFILIATES PROVIDE YOU WITH INVESTMENT CAPITAL, EACH OF YOU, ON BEHALF OF YOURSELVES AND YOUR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, HEIRS, EXECUTORS, TRUSTEES, ASSIGNEES, BENEFICIARIES, INSURERS, PREDECESSORS-IN-INTEREST, SUCCESSORS-IN-INTEREST, PARTNERS AND JOINT VENTURERS (COLLECTIVELY, “RELEASORS”) HEREBY FOREVER RELEASE AND DISCHARGE COMPANY AND ALL OF ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, HEIRS, EXECUTORS, TRUSTEES, ASSIGNEES, BENEFICIARIES, INSURERS, PREDECESSORS-IN-INTEREST, SUCCESSORS-IN-INTEREST, PARTNERS AND JOINT VENTURERS (COLLECTIVELY, “COMPANY RELEASEES”) FROM ANY AND ALL KNOWN AND UNKNOWN CLAIMS, DEMANDS, LIENS, SUMS OF MONEY, ACTIONS, RIGHTS, CAUSES OF ACTION (WHETHER AT LAW OR IN EQUITY OR OTHERWISE), OBLIGATIONS, DEBTS, DUES, ACCOUNTS, BONDS, COVENANTS, PROMISES, WARRANTIES, GUARANTEES, REPRESENTATIONS, JUDGMENTS, LIABILITIES, COMPENSATION, PAYMENTS, TRANSFERS OF MONEY OR THINGS OF VALUE, ACCOUNTS, COSTS, ATTORNEYS’ FEES, EXPENSES, RIGHTS, RIGHTS OF INDEMNITY (LEGAL OR EQUITABLE), RIGHTS OF SUBROGATION, RIGHTS OF CONTRIBUTION, RIGHTS OF REIMBURSEMENT, CIVIL PENALTIES AND REMEDIES, OF ANY NATURE WHATSOEVER, AND LIABILITIES OF ANY KIND OR NATURE WHATSOEVER, AT LAW OR IN EQUITY, WHETHER PAST, PRESENT OR FUTURE, KNOWN OR UNKNOWN, DIRECT OR INDIRECT, FIXED OR CONTINGENT, WHICH RELEASORS, OR ANY OF THEM, EVER HAD, HAVE OR HEREAFTER MAY HAVE OR ARE ALLEGED TO HAVE, AGAINST COMPANY RELEASEES, OR ANY OF THEM, ARISING OUT OF OR RESULTING, DIRECTLY OR INDIRECTLY, FROM OR IN CONNECTION WITH OR IN ANY MANNER ATTRIBUTABLE TO THE SUBMISSION OF INFORMATION BY YOU OR ANY RELEASORS TO COMPANY OR ANY COMPANY RELEASEES, COMPANY’S OR ANY COMPANY RELEASEES’ REVIEW, EVALUATION, OR HANDLING OF SUCH INFORMATION (INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION WHICH YOU OR ANY RELEASORS DEEM TO BE PROPRIETARY OR CONFIDENTIAL), OR ANY ACT, OMISSION, TRANSACTION, DEALING, CONDUCT OR NEGOTIATION OF ANY KIND WHATSOEVER BY, BETWEEN OR AMONG YOU OR RELEASORS, ON THE ONE HAND, AND COMPANY OR ANY COMPANY RELEASEES, ON THE OTHER HAND; PROVIDED, HOWEVER, THAT THIS DOES NOT RELEASE COMPANY OR ANY COMPANY RELEASEES FROM ANY FUTURE LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR BREACH OF FIDUCIARY DUTY.
- Waiver of California Civil Code Section 1542
You and each of the Releasors acknowledge and agree that You and the Releasors have been advised by legal counsel and are familiar with the provisions of California Civil Code Section 1542, which provides, substantially, as follows:
“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him, must have materially affected his settlement with the debtor.”
You and each of the Releasors are all aware of and familiar with the terms of California Civil Code Section 1542 and hereby expressly waive and relinquish any and all rights or benefits You or any of the Releasors may have under California Civil Code Section 1542, as well as under any other codes, statutes or common law principles of similar effect, in California or in any other state or jurisdiction whatsoever with respect to any and all matters included in paragraph 1 above including any claims which are not known to You or any Releasors or are not ascertainable at the time this Release is entered into.
- Arms-Length Transaction. This Release is the product of arms-length negotiations. It is entered into without prejudice or precedential value and shall not be used as evidence or in any other manner in any judicial or administrative court, tribunal or dispute resolution proceeding or before any hearing or administrative board or any agency of any government to create, prove or interpret any legal, equitable, contractual or other obligations of the Company or Company Releasees except in connection with the enforcement of this Release
- No Duress or Undue Influence. This Release is executed voluntarily and without duress or undue influence on the part of any party. You and Releasors further acknowledge that each of you understands and acknowledges the significance and consequence of this Release and the release it embodies and expressly consents that the release shall be given full force and effect according to each and all its express terms, including, without limitation, those relating to unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action referred to in this Release.
- Authority for Release. You and the Releasors each represent and warrant that none of the matters released under this Release have been assigned or transferred by any of you, in whole or in part, and that each of you is fully entitled and authorized to cause all of the matters released under this Release.
- Severability. Should this Release, or any part hereof, be determined by any court, tribunal, arbitrator, or agency to be unenforceable, void, or voidable, or should any court, tribunal, arbitrator, or agency refuse or decline to enforce this Release, or any part hereof, the remainder of this Release shall remain in effect, valid and enforceable.
- Modifications and Integration; Entire Agreement. No amendment, change or modification of this Release shall be valid or binding to any extent unless it is in writing and signed by all of the parties affected by it. It contains the entire agreement regarding the matters released or compromised herein among the signatories hereto. No representations, warranties, or promises have been made or relied on by any party hereto other than as set forth herein. Each party hereto acknowledges that no other party and no other agent or attorney of any other party has made any promise, representation or warranty whatsoever, express or implied, which is not expressly contained or referenced in this Release. This Release supersedes and controls any and all prior communications among the parties and their representatives relative to the matters released or compromised herein. Neither this Release, nor any part hereof, shall be waived, varied or contradicted by any pre-existing agreement, contract or understanding, written, oral, or implied.
- Further Assurances. You and the Releasors shall promptly and in good faith execute and deliver any and all additional papers, documents, and other assurances, and shall do any and all acts and things reasonably necessary in connection with the performance of any of your obligations under this Release, in order to carry out the intent and purpose of this Release.
- Jurisdiction; Venue; Governing Law. You and Releasors consent to the jurisdiction of the Los Angeles County Superior Court retaining jurisdiction for the purpose of implementing the terms, provisions, and purposes of this Release. In the event of any lawsuit, arbitration, or other proceeding between or among any of the persons, entities or organizations released hereunder, that relate in any way to this Release or any matter referred to herein, the lawsuit, arbitration or other proceeding shall take place in Los Angeles County, California. This Release, its interpretation, performance and enforcement, any and all disputes related in any way to it, and all other matters related in any way to it, shall be governed by the laws of the State of California, without giving effect to any conflict of law principles or choice of law principles, except to the extent such law is preempted or superseded by the bankruptcy laws of the United State
- No Extraneous Presentations. You and Releasors represent and acknowledge that there have been no inducements or representations upon which this Release has been entered into, except as expressly set forth in this Release
- You Understand this Release. You and Releasors acknowledge: (a) that this Release is legally binding on each of you; and (b) that each of you has read this Release in full and have had it fully explained to you by your own attorneys, and that you are fully aware of the contents of this Release, its meaning, and it legal effect
- Attorney’s Fees. In any lawsuit, arbitration, or other efforts to enforce or contest this Release, the prevailing party shall be entitled to their attorneys’ fees at such attorneys’ then current prevailing rates and the prevailing party shall also be entitled to any costs and expenses, including fees paid to experts, in connection therewith.
- Terms and Representations Binding. Each of the terms and representations of this Release are binding upon You and the Releasors and are binding upon and shall inure to the benefit of our respective predecessors, successors, heirs, transferees, assigns, subrogors, representatives, and agents.
THIS IS A RELEASE. READ BEFORE ENTERING INTO THIS RELEASE.