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GENERAL RELEASE AND SETTLEMENT AGREEMENT

 

This General Release and Settlement Agreement (“Settlement Agreement”) is entered into by

PLAINTIFFS, ROBERT JOHNSON and HEAVENLY PRODUCTS INC. F/K/A CUSTOMIZED

PRODUCTIONS, INC. (“PLAINTIFFS”), and GROW FINANCIAL SERVICES, L.L.C., a Florida

limited liability company, and GROW FINANCIAL FEDERAL CREDIT UNION, a federal credit

union (collectively “DEFENDANTS”). The parties hereto are sometimes referred to collectively

herein as the “Parties” and individually as a “Party”.

 

Definitions:

 

A. The term “PLAINTIFFS” as used in this Settlement Agreement shall mean ROBERT

JOHNSON and HEAVENLY PRODUCTS INC. F/K/A CUSTOMIZED

PRODUCTIONS, INC. (hereinafter “HEAVENLY”) as well as their respective spouse

and heirs, executors, administrators, personal representatives, affiliates, parent

companies, subsidiaries, successors and assigns, singular or plural, jointly or severally

wherever the context so admits or requires.

B. The term “DEFENDANTS” as used in this Settlement Agreement shall mean GROW

FINANCIAL SERVICES, L.L.C. and GROW FINANCIAL FEDERAL CREDIT

UNION and any of its past, present or future employees, officers, shareholders, members,

owners, managers, insurers, attorneys, agents, representatives, and any past, present or

future directors, boards of directors, affiliates, parent companies, subsidiaries, and their

successors, assigns, singular or plural, jointly or severally wherever the context so admits

or requires.

 

Background: The Lawsuit.

 

On or about March 29, 2013, ROBERT JOHNSON, pro se,

filed a Statement of Claim entitled

ROBERT JOHNSON, Plaintiff, v. GROW FINANCIAL SERVICES

 

L.L.C., Defendant

 

(hereinafter “GFS”) in the County Court of Pinellas County, Florida at Case no.

13-002348-SC (the “Lawsuit”). JOHNSON asserts a cause of action against GFS for the refund of a

cash withdrawal fee which JOHNSON alleges was never disclosed to him (hereinafter referred to as

“the Account”). As the DEFENDANTS assert that the money was the property of HEAVENLY, its

participation herein as a Releasor is essential. GFS denied and still denies the PLAINTIFFS’ material

allegations in the Lawsuit, and has not in fact done business of any kind with the PLAINTIFFS. The

Parties acknowledge that the proper party defendant should have been GROW FINANCIAL

FEDERAL CREDIT UNION and that the release by the PLAINTIFFS of GROW FINANCIAL

FEDERAL CREDIT UNION is an essential and necessary consideration for this Settlement

Agreement. Accordingly, although GFS never charged any fees to the PLAINTIFFS nor held any

accounts of the PLAINTIFFS, both GFS and GROW FINANCIAL FEDERAL CREDIT UNION are

referred to collectively as “DEFENDANTS.”

 

Full Settlement.

 

Except as set forth below regarding obligations created by this Settlement

Agreement or otherwise herein mentioned, the Parties to this Settlement Agreement do hereby fully

and finally settle any and all disputes, demands, claims, losses, promises, sums of money and causes

of action because of any cause, transaction, agreement, instrument or event occurring on or before

the date hereof, including any claim or compulsory or permissive counterclaim in or related to the

Lawsuit, whether or not as yet asserted, including, but not limited to, any and all claims for

compensatory and statutory damages, damages in tort or contract, injunctive relief, declaratory relief,

punitive damages, interest, costs, attorneys’ fees, civil rights violations, federal claims, state statutory

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or common law claims, emotional distress, pain and suffering, lost profits, lost income, loss of

personal property, loss of personal, financial, and/or business reputation, consequential and/or

incidental damages, and any other claim of damages whatsoever related to such claim or allegations,

whether or not contained in the Lawsuit or any action arising out of any action regarding the

Account taken or not taken by the DEFENDANTS regarding the Account, as of the date of this

Settlement Agreement.

Notwithstanding the foregoing, nothing herein shall relieve ROBERT

 

JOHNSON of the duty to pay any balance he may owe on his credit card debt to GROW

 

FINANCIAL FEDERAL CREDIT UNION as mentioned above.

 

Consideration.

 

DEFENDANTS agree to remit the sum of ONE THOUSAND SEVENTY

SIX AND 11/100 DOLLARS ($1,076.11) (“Settlement Funds”) to the PLAINTIFFS payable to

ROBERT JOHNSON, within fifteen (15) calendar days after execution of this Settlement Agreement

by PLAINTIFFS, and receipt of a properly completed W9, representing full and complete settlement

of all claims for damages, costs and attorney’s fees against DEFENDANTS in this case.

PLAINTIFFS agree that upon receipt of the settlement funds, PLAINTIFFS shall, within ten (10)

days of the receipt of such settlement funds, close all accounts of any kind that PLAINTIFFS have

with GROW FINANCIAL FEDERAL CREDIT UNION, including, but not limited to, share draft

(checking) accounts, share (savings) accounts, money market accounts and credit card accounts, but

ROBERT JOHNSON shall have thirty (30) days to close his credit card account in order to redeem

points he may have accumulated on such credit card account, but he shall make no more charges on

such credit card account and shall pay off any balances owed before closing said account. In

addition, ROBERT JOHNSON shall immediately delete, terminate, cancel, withdraw, nullify,

remove, close and shut down any websites or other online communication sites or forums created,

initiated, facilitated, started or otherwise commissioned by ROBERT JOHNSON relating in any way

to Defendants, including, but not limited to, a website entitled “Say No to Grow Financial Federal

Credit Union” located at http://heavenly-photography.com/say-no-to-grow-financial/, and to retract

and cancel any disparaging, slanderous, negative or otherwise critical remarks that he may have

previously made about either DEFENDANT on any social media, consumer websites, or any other

public forum viewable on-line by the general public, and provide written proof that he has done so,

or attempted to do so, within fifteen (15) days of his execution of this Settlement Agreement. Further,

Plaintiffs agree that they will no longer make any disparaging or critical remarks regarding the

Defendants through whatever medium, or otherwise publish, release, or disclose any information

which would tend to damage such either Defendant’s reputation, to any person, entity, website, blog,

chat room, news media, or any other public forum subsequent to the receipt of the aforementioned

settlement funds.

 

Liquidated Damages.

 

Should Plaintiff fail to fulfill the obligations contained in the

foregoing paragraph relating to the cessation of the various websites, and the cessation of disparaging

remarks about the Defendants, because of the difficulty in determining the exact amount of damages

that will be incurred by Defendants as the result of Plaintiffs’ failure to act as required, or failure to

provide documentary proof of attempts to cancel websites or retract previously posted disparaging

remarks, Defendants shall be entitled to liquidated damages in the sum of Seven Thousand Five

Hundred Dollars ($7,500.00) upon receipt of written demand for the same by the Defendants made

upon the Plaintiffs, and the Plaintiffs shall have thirty (30) days from the date of the demand to pay

the Defendants. The parties hereto agree that this amount of liquidated damages shall not be

considered a penalty but is an accurate minimal amount of damages that will be incurred by

Defendants, as the actual damages incurred may far exceed that amount.

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Dismissal of Pending Lawsuit.

 

Along with a signed counterpart of this Settlement

Agreement, and upon receipt of full settlement funds, PLAINTIFFS will file a Voluntary Dismissal

of the Lawsuit with Prejudice upon receipt of full settlement funds from DEFENDANTS. This

Court may retain jurisdiction to enforce the provisions of this Settlement Agreement, if necessary.

 

Denial of Liability.

 

It is understood by the PLAINTIFFS that DEFENDANTS have

denied, and still deny liability on the merits of such claims and that this Settlement Agreement is

entered into purely as a compromise of disputed matters for the purpose of avoiding the uncertainty

associated with the Lawsuit and the further costs of defending such Lawsuit. The settlement of

claims asserted in the Lawsuit and the obligations created by this Settlement Agreement are not, and

shall not be, construed as an admission of liability of the Parties or any other person or entity on any

claim whether or not asserted in the Lawsuit.

 

Release of Claims.

 

The Parties to this Settlement Agreement hereto hereby release and

forever discharge the other Party to the Lawsuit, together with each other Party’s subsidiaries and

affiliates and all of each other Party’s past, present and future owners, employees, attorneys, agents,

officers, directors, shareholders, members, successors, and assigns from any and all debts, claims,

demands, damages, losses, liabilities, rights, actions, arbitrations, causes of action, expenses,

contracts, promises, awards, and suits of any kind whatsoever, whether liquidated or unliquidated,

accrued or contingent, known or unknown, foreseen or unforeseen, and any and all further liability of

whatever kind or nature that now exists, which as of the date of this Settlement Agreement, each

Party to the Lawsuit now has or claims to have against any other Party relating to, or arising out of,

or in any way connected with the Lawsuit, including without limitations any loss, damage or injury

whatsoever resulting from any act or omission by or on the part of any other party to the Lawsuit,

committed or omitted prior to the date of execution of this Settlement Agreement by any other

parties. PLAINTIFFS will file a Voluntary Dismissal of the Lawsuit against DEFENDANTS with

Prejudice, providing for each Party to bear their own fees and costs in the Lawsuit, upon receipt of

the settlement funds from DEFENDANTS.

PLAINTIFFS further agree not to initiate any new or further complaint, investigation, or

proceeding against DEFENDANTS with the Federal Trade Commission, Florida Attorney General,

National Credit Union Administration, Better Business Bureau, or any other federal, state or local

law enforcement, regulatory or administrative agency or commission (except as restricted by the

Florida Bar or by state law or regulation), group, board or person, whether public or private,

regarding any facts, failure to act, omissions, facts, events, misrepresentations, transactions,

occurrences or other matters which are the subject matter of the Lawsuit or this Settlement

Agreement.

Notwithstanding the foregoing, nothing herein shall relieve ROBERT JOHNSON of

 

the duty to pay any balance he may owe on his credit card debt to GROW FINANCIAL

 

FEDERAL CREDIT UNION as mentioned above.

 

Confidentiality.

 

Other than facilitating the settlement, dismissal, and closure of this

case or the enforcement of this Settlement Agreement, the Parties, their heirs or assigns, and their

attorneys or representatives, expressly agree that, subject to orders of any duly authorized court or

governmental agency, they will not contact or reveal to

anyone (other than their own professional

advisors and/or consultants, who shall first agree to be covered by the confidentiality provision of

this Settlement Agreement), including, but not limited to, the news media, web-sites, chat rooms,

blogs, consumer protection organizations, newsletters and other materials, the terms of the Settlement

Agreement or consideration thereof, directly or indirectly, and further agree that if either Party is

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contacted by anyone else, other than their own professionals advisors and/or consultants, they will

not reveal the terms and conditions of said Settlement Agreement. The confidential information shall

not be given or provided to anyone (other than the Party’s professional advisors and/or consultants,

as provided for above). Each of the Parties agree to notify the other Party within a reasonable

amount of time if they receive notice of a request or action from a court or governmental entity

requiring the production or disclosure of the terms, amount, range, estimate, structure, parties, and/or

details of this settlement so that the other Party may appear and oppose such action.

Should either Party be contacted by any third party, the Parties agree that each party shall

only represent that the Lawsuit has been settled and shall not reveal the terms and conditions of said

settlement and/or other details of the settlement.

Notwithstanding the foregoing, this prohibition does not prohibit disclosure regarding this

Settlement Agreement by the Parties, their attorneys, representatives, agents, heirs or assigns under

the specific following conditions:

 

a.

 

As is required to comply with any applicable rules, statutes, or regulations of any

governmental agency;

 

b.

 

They may advise their accountants, tax preparers, or the IRS that they received

income or paid money as a result of this Settlement Agreement and the amount

received or paid;

 

c.

 

If subpoenaed by a party to a lawsuit, ordered by a court or as relevant in a lawsuit

involving the IRS, they may testify regarding this Settlement Agreement or may

produce this Settlement Agreement provided that the non-disclosing Party is provided

at least ten (10) calendar days notice to assert any objections prior to the testimony or

production of this Settlement Agreement. The disclosing Party agrees to waive any

objection to non-disclosing Party’s request that the document production or testimony

be done

in camera and under seal;

 

d.

 

Any matters that are part of the public record as of the date of the court order

approving this Settlement Agreement;

 

e.

 

They may state the Lawsuit has been resolved or settled without otherwise disclosing

any of the terms of this Settlement Agreement;

 

f.

 

In the event litigation is brought to enforce this Settlement Agreement; or

 

g.

 

With the non-disclosing Party’s express, written consent.

 

Notice.

 

Any notice required to be given by this Settlement Agreement by

PLAINTIFFS to DEFENDANTS shall be given by electronic mail or by overnight courier and

addressed as follows:

Neil Spector, Esq.

Kass Shuler, P.A.

1505 N. Florida Avenue

Tampa, FL 33602

Email:

nspector@kasslaw.com

Any notice required to be given by this Settlement Agreement by DEFENDANTS to

PLAINTIFFS shall be given by electronic mail or by overnight courier and addressed as follows:

Robert Johnson

***

St. Petersburg, FL 33704

Email:

***

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Consideration Acknowledged.

 

The Parties acknowledge that the covenants contained

in this Settlement Agreement provide good and sufficient consideration for every promise, duty,

release, obligation, and right contained in this Settlement Agreement.

 

Authority.

 

Each of the Parties hereby warrants and represents that this Settlement

Agreement has been duly authorized, executed and delivered by them, that this Settlement

Agreement constitutes valid and binding obligations enforceable against them in accordance with the

terms contained herein, and that the execution and delivery of this Settlement Agreement will not

violate or contravene in any way the articles of incorporation or bylaws or partnership agreement, as

may be applicable, of any of the Parties or any agreement of instrument to which any of the Parties is

a party.

 

Ownership of Claims.

 

PLAINTIFFS warrant and represent that PLAINTIFFS own 100% all

of the claims and causes of action as set forth in the Lawsuit. PLAINTIFFS release all claims against

DEFENDANTS by this Settlement Agreement and warrant that PLAINTIFFS have not sold,

assigned, granted or transferred, and will not sell, assign, grant or transfer to any other person, firm

or corporation, any of such claims or causes of action or any part thereof.

 

Costs and Attorneys’ Fees.

 

The Parties agree that they will pay their own

respective costs of court in the Lawsuit and their own attorneys’ fees incurred in connection with the

Lawsuit.

 

Entirety and Amendments.

 

This instrument embodies the entire agreement

between the Parties regarding this settlement, supersedes all prior agreements and understandings, if

any, relating to the subject matter hereof, and may be amended only by an instrument in writing

executed jointly by the Parties, and supplemented only by documents delivered, or to be delivered, in

accordance with the express terms hereof.

 

Further Assurances.

 

The Parties agree that, upon the request of any of the Parties,

they will execute and deliver such further documents and undertake such further action as may

reasonably be required to affect any of the agreements and covenants contained in this Settlement

Agreement. PLAINTIFFS further agree to take any and all steps necessary to withdraw with

prejudice their claims against DEFENDANTS in the Lawsuit.

 

Governing Law.

 

This Settlement Agreement is intended to be performed in the State of

Florida and the substantive laws of such state shall govern the validity, construction, enforcement,

and interpretation of this Settlement Agreement. Any litigation arising out of this Agreement shall be

contested exclusively in the courts of Hillsborough County, Florida, and each party hereto expressly

submits to the personal jurisdiction of such courts.

 

Parties Bound.

 

This Settlement Agreement shall be binding upon and inure to the

benefit of the Parties, their respective heirs, successors, and assigns.

 

Resolution of Disputes.

 

Should any Party deem it necessary to bring a lawsuit in any

court of competent jurisdiction to enforce the terms of this Settlement Agreement, the court shall

award attorneys’ fees and costs of the suit to the prevailing party of such lawsuit.

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Agreement Read by Parties.

 

The Parties agree that they will have read, and that

they have had their legal counsel review, or chosen not to consult counsel, having fully understood

its terms, this Settlement Agreement before they signed it.

 

Construction.

 

The Parties agree that this Settlement Agreement is an instrument

negotiated by all of the Parties and will not be construed against its drafter.

 

No Reliance on Representations of Others.

 

In entering into this Settlement Agreement,

the Parties have not relied upon any statements or representations pertaining to this matter by the

other side, or by any person representing the other side, but instead the Parties have relied on the

advice of their own attorneys, who have reviewed this document, and on their own independent

judgment as to their rights and obligations under this Settlement Agreement.

 

Counterparts.

 

This Settlement Agreement may be executed in any number of identical

counterparts and via facsimile, electronic or digital signature, each of which shall be deemed to be an

original for all purposes.

 

Severability.

 

If any provision or any part of any provision of this Settlement Agreement is

for any reason held to be invalid, unenforceable, or contrary to any public policy, law, statute or

ordinance, then the remainder of this Settlement Agreement shall not be affected thereby, and shall

remain valid and fully enforceable.

 

Jury Trial Waiver.

 

ALL PARTIES HERETO AGREE THAT NONE OF THEM,

INCLUDING ANY ASSIGNEE OR SUCCESSOR SHALL SEEK A JURY TRIAL IN ANY

LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE

BASED UPON, OR ARISING OUT OF, OR RELATED TO THIS AGREEMENT.

 

Acknowledgement.

 

Johnson acknowledges and agrees that he has read and carefully

considered this Agreement, and has had an opportunity to consult with an attorney.

 

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IN WITNESS WHEREOF,

 

ROBERT JOHNSON executed this Settlement Agreement on

the date set forth below.

________________________________________

ROBERT JOHNSON

Date: ___________________________________

STATE OF FLORIDA

COUNTY OF PINELLAS

SWORN TO and SUBSCRIBED before me on _________________________, 2013 by

ROBERT JOHNSON

G who is personally known to me G who has produced

______________________________ as identification and that acknowledged executing same freely

and voluntarily.

____________________________________

Signature of Notary Public

NOTARY PUBLIC, STATE OF FLORIDA

My Commission Expires:

 

IN WITNESS WHEREOF,

 

HEAVENLY PRODUCTS, INC. F/K/A CUSTOMIZED

PRODUCTIONS, INC. has executed this Settlement Agreement on the date set forth below.

HEAVENLY PRODUCTS, INC. F/K/A

CUSTOMIZED PRODUCTIONS, INC.

By:______________________________________

Robert Johnson

Title:President

Date: ___________________________________

STATE OF FLORIDA

COUNTY OF PINELLAS

SWORN TO and SUBSCRIBED before me on _________________________, 2013 by

ROBERT JOHNSON, PRESIDENT,

G who is personally known to me G who has produced

______________________________ as identification and that acknowledged executing same freely

and voluntarily.

____________________________________

Signature of Notary Public

NOTARY PUBLIC, STATE OF FLORIDA

My Commission Expires:

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IN WITNESS WHEREOF,

 

GROW FINANCIAL SERVICES, L.L.C. has executed this

Settlement Agreement on the date set forth below.

GROW FINANCIAL SERVICES, L.L.C.

By:______________________________________

Print Name:

Title:

Date: ___________________________________

STATE OF FLORIDA

COUNTY OF HILLSBOROUGH

SWORN TO and SUBSCRIBED before me on _________________________, 2013 by

_______________________________,

G who is personally known to me G who has produced

______________________________ as identification and that acknowledged executing same freely

and voluntarily.

____________________________________

Signature of Notary Public

NOTARY PUBLIC, STATE OF FLORIDA

My Commission Expires:

 

IN WITNESS WHEREOF,

 

GROW FINANCIAL FEDERAL CREDIT UNION has

executed this Settlement Agreement on the date set forth below.

GROW FINANCIAL FEDERAL CREDIT UNION

By:______________________________________

Print Name:

Title:

Date: ___________________________________

STATE OF FLORIDA

COUNTY OF HILLSBOROUGH

SWORN TO and SUBSCRIBED before me on _________________________, 2013 by

_______________________________,

G who is personally known to me G who has produced

______________________________ as identification and that acknowledged executing same freely

and voluntarily.

____________________________________

Signature of Notary Public

NOTARY PUBLIC, STATE OF FLORIDA

My Commission Expires: