Terms Of Service

Deeds on Demand, P.C. ("DOD")

Terms and Conditions of Use Agreement

Use of the Deeds on Demand, P.C., Website, or use of any services provided by Deeds on Demand, P.C., or use of, or execution of, any documents prepared by Deeds on Demand, P.C., constitutes agreement by Settlement Agent, Client, and each of their agents, directors, employees, managers, members, officers, and shareholders to the terms, conditions, and provisions set forth in this Terms of Use Agreement.

IMPORTANT NOTICE TO USERS - PLEASE READ CAREFULLY
 

1. Definitions.  When used in this Terms of Use Agreement, any DOD Documents, the Website, and/or any and all other materials produced by Deeds on Demand, P.C., the following terms shall, unless the context dictates a different meaning, have the meanings set forth in this Section:

1.1."Business Entity"  means a corporation, family limited partnership, general partnership, joint venture, limited liability company, limited partnership, limited liability partnership, trust or any other entity of any type formed, incorporated, or organized by one or more Persons for some profitable or charitable purpose.

1.2."Client"  means a Person, Trust, or Business Entity who is participating in a closing on one or more pieces of real estate and for whom DOD has prepared a DOD Document of any type at the request of a Settlement Agent and/or Client to be used at that closing.

1.3."Deed"  means a legal document that transfers and/or vests ownership in real estate in a Person or Business Entity.

1.4."Deed of Trust"  means a legal document that transfers a security interest in real property to a Trustee, who holds such interest in trust for the benefit of a third party lender or creditor.

1.5."Deeds on Demand"  or "DOD"  means Deeds on Demand, P.C., a Virginia Professional Corporation or its successors or assigns.

1.6."DOD Documents"  means the legal documents including, but not limited to, Deeds, Deeds of Trust, Powers of Attorney, and other documents prepared for a Client at the request of a Settlement Agent as an agent of that Client.

1.7."Person(s)" means one or more human beings. 

1.8."RESPA"  means a Federal statute commonly known as the Real Estate Settlement Procedures Act, 12 U.S.C. § 2601et seq., as amended.

1.9."Services"  means any services of any type rendered by DOD under any agreement or contract, express or implied, between DOD and either Settlement Agent or Client; or, services of any type rendered to Settlement Agent and/or Client in connection with the preparation of any DOD Documents.

1.10."Settlement Agent"  or "You"  or "Your"  means an attorney, closing company, or settlement agent requesting, as agent for Client, the preparation by DOD of DOD Documents to be used in a closing or the Person or Business Entity defined as Settlement Agent in any agreement or contract in which this Terms and Conditions Agreement is incorporated by reference.

1.11."Site"  or "Website"  means the website of DOD, portal of DOD, or documents on a DOD website accessed through the use of the Internet.

1.12."Terms and Conditions Agreement"  means this document and any other documents incorporated by reference into it.

1.13."Trust Agreement"  means an agreement or arrangement between parties where one party ("Grantor") gives property to a second party ("Trustee") to hold property for the benefit of a third party ("Beneficiary").

1.14."Trustee" means a Person or Business Entity who holds property in a Trust for the benefit of another. Generally, for the purposes of this Agreement, a Trustee holds title to real property for the benefit of a third party.

2. Agreement with Terms and Conditions Agreement. 

2.1. Client and Settlement Agent understand and agree as follows:

2.1.1. Any and all Services provided by DOD to Settlement Agent and/or Client are subject to this Terms and Conditions Agreement; and/or

2.1.2. Any contract or agreement, express or implied, between Settlement Agent and DOD is subject to this Terms and Conditions Agreement; and/or,

2.1.3. Any contract or agreement, express or implied, between DOD and Client is subject to this Terms and Conditions Agreement; and/or,

2.1.4. Any DOD Documents provided by DOD to Client and/or Settlement Agent are subject to this Terms and Conditions Agreement. 

2.2. By using, signing, executing, or paying for a DOD Document; or, by using any of the Services provided by DOD, Settlement Agent and/or Client agree to be bound by this Terms and Conditions Agreement.

3. Required Information Provided by Settlement Agent. To the maximum extent possible, Settlement Agent agrees to provide DOD with the following information:

3.1. Settlement Agent's name and contact information, including, street address, telephone number, facsimile number, and e-mail address.

3.2. Names of all persons employed by Settlement Agent with access to the Settlement Agent's account.

3.3. File number or escrow number for each order for Services or a DOD Document.

3.4. Name of each person employed by Settlement Agent responsible for ordering or placing an order with DOD for any DOD Documents.

3.5. Names and related information concerning Grantor(s), Grantee(s) and third parties (if applicable) as necessary for DOD to prepare or complete a DOD Document for the property that is at the center of the closing.

4. Required Settlement Agent Actions.

4.1. Compliance with Laws.  Settlement Agent shall comply with all Federal, State, and local statutes, laws, ordinances, rules, and regulations concerning or touching on the preparation of closing documents; entry into a contract or agreement between DOD and either Settlement Agent or Client; collection and payment of fees for Services rendered by DOD or DOD Documents prepared and delivered by DOD to Settlement Agent and/or Client; and/or, referral of Clients to DOD for the preparation of any DOD Documents whether or not such documents are to be used in a residential or commercial real estate transaction or closing.

4.2. Compliance with RESPA.  In ordering Services or any DOD Documents from DOD, Settlement Agent shall assure that it has complied with all of the requirements of RESPA.

4.3. Invoices.  Settlement Agent shall present to each Client the invoice for document preparation issued by DOD containing the disclosures, disclaimers, terms of engagement, and/or other relevant terms necessary to establish, sustain, and/or terminate any applicable attorney-client relationship between Client and DOD.  Settlement Agent shall not alter, amend, modify, or supplement that invoice unless and until the President of DOD agrees, in a writing signed by him, to such amendment, modification, or supplement.

4.4. Collection and Payment of Fees.  Once the documents are prepared and delivered to Settlement Agent and/or Client, Settlement Agent will collect from the Client the then current fees assessed by DOD for preparation of those documents and pay those fees to DOD.  The fees are due upon receipt of the invoice from DOD.  Settlement Agent may remit payment to DOD by mail or by wire.  If there is a dispute over a specific charge, Settlement Agent and/or Client shall promptly pay the remainder of the invoice and promptly notify DOD in writing under separate cover of the reason Settlement Agent and/or Client is disputing the charge. If Settlement Agent pays less than the full amount of any of the invoice or invoices issued by DOD, it is the Settlement Agent's responsibility to identify the exact invoices that are being paid.  In the event that one or more invoices are not paid in full and Settlement Agent fails to identify the exact invoices to which partial payment relates, credits for payments will be applied first to any outstanding interest or attorneys' fees due from Settlement Agent to DOD and then to the DOD invoice or invoices which were to be collected by Settlement Agent that have been outstanding the longest.  Payment of such invoices to Settlement Agent by Client or any other person is not a condition precedent to payment by Settlement Agent of those invoices.  Settlement Agent may not set-off amounts on one invoice because of or as a result of a dispute concerning a previous invoice.

4.5. Late Fees.  Unless Settlement Agent has disputed an amount in the manner required above, all amounts not paid within thirty (30) days of Settlement Agent's receipt of each invoice will be assessed a late charge of one and one-half percent (1.5%) per month or the maximum charge permitted by law, whichever is less, until paid in full.  If DOD is forced to bring an action (arbitration or litigation) arising out of a fee dispute under this Agreement and if DOD prevails, DOD shall be entitled to recover from Settlement Agent and/or Client all reasonable costs and expenses of  collection, including, but not limited to, actual arbitration and/or litigation costs (whether or not considered taxable by the court); actual costs reasonably related to the investigation and collection of the debt; and, reasonable attorneys' fees.

4.6 Governmentally Imposed Fees.  The parties agree that any fee imposed by DOD for a particular Service or preparation of a document will automatically increase should any governmental authority impose a charge on DOD in connection with DOD's rendering of that Service or preparation of such documents.  Such increase will be in the amount necessary to cover, in full, any such governmentally-imposed charge and shall take effect as of the date such new government charge takes effect.  Any State or local sales tax which may be owed due to the purchase of DOD's services in any State will be the responsibility of the Settlement Agent to collect, report, and pay to the appropriate taxing authority.

5. Settlement Agent Acts as Fiduciary and Agent for Obligor. For purposes of ordering either Services or any DOD Documents, Settlement Agent agrees to, and does, act as the fiduciary and agent for Client.  Settlement Agent also agrees to abide by the terms contained within this Terms and Conditions Agreement for itself and on the Client's behalf.  Nothing contained in this Agreement shall supersede or otherwise modify or cancel any of the Settlement Agent's duties, obligations or performances, regardless of their origin (e.g., Statutory, Regulatory or Contractual) associated with the issuance of a Title Policy or the conducting of the closing associated with an order of Services or any DOD Documents.

6. DOD is an Independent Agent.  Settlement Agent acknowledges and agrees that DOD is an independent agent and/or independent law firm acting on behalf of the Client.  Settlement Agreement (unless he or she is an attorney licensed in the jurisdiction where the closing is occurring or where the property is located) agrees that it shall not influence, direct, guide, or otherwise advise Client on any matter related to the research, consultation, preparation, and/or delivery of deeds or other documents prepared by DOD.  Nothing contained in this Terms and Conditions Agreement or any other contract or agreement, express or implied, between DOD and Settlement Agent shall create an Employer/Employee relationship between DOD and either Settlement Agent or Client.  Settlement Agent has no authority to bind DOD to any agreement or contract.

7. DOD Not Acting as Settlement Agent or Fiduciary.  Settlement Agent acknowledges and agrees that DOD is not acting in any capacity as a Settlement Agent or fiduciary with regard to the performance of the closing and/or the underwriting and issuance of any Title Policy associated with that closing.

8. Settlement Agent to Provide Accurate and Complete Information. 

8.1. DOD Justifiably Relies on Information from Settlement Agent.  Settlement Agent understands that DOD justifiably relies on the information provided to it by Settlement Agent and/or Client in the preparation of DOD Documents.

8.2. Documents Prepared Using Information Provided by Settlement Agent.  Settlement Agent understands that all DOD Documents ordered by Settlement Agent are prepared by DOD solely based on the information provided by Settlement Agent.  The information provided by Settlement Agent is not independently verified by DOD personnel, unless such verification is requested, in writing, by Settlement Agent and the appropriate fee for that service accompanies the written request for verification.

8.3. DOD Not Liable for Inaccuracies.  Settlement Agent understands and agrees that DOD is not liable for any inaccuracies in the information provided to it by Settlement Agent and/or Client.  Settlement Agent also understands and agrees that DOD is not liable for any inaccuracies in any of the DOD Documents prepared by DOD if the inaccuracies resulted because DOD was provided with inaccurate information.

9. Indemnification.

9.1. Indemnification by Settlement Agent.  Settlement Agent agrees to indemnify, defend, and hold DOD (and its directors, employees, members, officers, shareholders, or servants) harmless from and against any damages, costs, losses, and/or attorneys' fees incurred:

9.1.1. As a result of, or originating out of, any claim or threatened claim because of any act or omission of Settlement Agent or its directors, employees, members, officers, shareholders, or servants; and/or,

9.1.2. As a result of, or originating out of, any claim or threatened claim resulting from or arising as a result of Settlement Agent breaching any of its duties, representations, or warranties as contained in this Terms and Conditions Agreement; and/or,

9.1.3. As a result of inaccurate information provided to, and used by, DOD; and/or,

9.1.4. The failure of Settlement Agent to comply with any Federal, State, or local statute, law, ordinance, rule, or regulation.

9.2. Indemnification by DOD.  DOD agrees to indemnify, defend, and hold Settlement Agent (and its directors, employees, members, officers, shareholders, or servants) harmless from and against any damages, costs, losses, and/or attorneys' fees incurred solely as a result of the acts or omissions of DOD; however, DOD will not indemnify, defend, and hold Settlement Agent harmless from any claim based on a document being inaccurate if the claim, issue, or matter arose or was caused because Settlement Agent provided DOD with inaccurate information.

10. Limitation of Liability.

10.1. You acknowledge that DOD has not priced the fees it charges for its Services or for the preparation of DOD Documents to contemplate the risks that the information Settlement Agent has provided is inaccurate or that the documents prepared using the information are inaccurate.  Notwithstanding anything contained in this Terms of Service Agreement or any contract or agreement between DOD and any Settlement Agent, DOD is not required to, and shall not, indemnify the Settlement Agent or any other person or business entity for any losses or claims based on the fact that the information provided to DOD was inaccurate or that any of the documents are flawed or deficient because that information was, or is, inaccurate.  

10.2. NOTWITHSTANDING ANYTHING CONTAINED IN THIS TERMS AND CONDITIONS AGREEMENT OR IN ANY AGREEMENT OR CONTRACT, EXPRESS OR IMPLIED, BETWEEN DOD AND EITHER SETTLEMENT AGENT OR CLIENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DOD BE LIABLE TO SETTLEMENT AGENT AND/OR CLIENT FOR ANY COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS, BUSINESS PROFITS, BUSINESS INTERRUPTION, OR ANY OTHER LOSS, ARISING OUT OF THE USE OR INABILITY TO USE OF EITHER THE SERVICES OR ANY DOD DOCUMENTS (COLLECTIVELY "LOSSES"), EVEN IF SETTLEMENT AGENT, CLIENT, AND/OR ANY PERSON OR BUSINESS ENTITY ADVISED A REPRESENTATIVE OF DOD OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER LOSSES ARE SUFFERED BY SETTLEMENT AGENT, CLIENT, OR ANY OTHER THIRD PARTY.

10.3. Settlement Agent agrees that the foregoing represents a fair allocation of risk under this Agreement and is a material inducement for DOD to enter into this Terms and Conditions Agreement and any other agreement or contract between Settlement Agent and DOD in to which this Terms and Conditions Agreement is incorporated by reference.  

10.4. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO SOME SETTLEMENT AGENTS AND/OR CLIENTS.  IN ANY JURISDICTION WHERE THE EXCLUSION OF LIMITATIONS ON THE TYPE AND/OR AMOUNT OF LOSSES DO NOT APPLY, DOD'S LIABILITY FOR LOSSES SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY THAT JURISDICTION'S APPLICABLE LAW. 

10.5. No employee or agent of DOD has the authority to modify this Section 10 and its subsections.  This Section 10 and its subsections may be modified or amended only by a written document that is signed by the President of DOD.

10.6. DOD makes no representation, warranty, or guaranty that information submitted to it through the Website or via email will be communicated, directed to, or received by DOD in a timely manner.  As with all Internet communications, there is a risk that the communication will either be delayed in transmission or not received at all by DOD.  It is the responsibility of Settlement Agent to verify that DOD has received the information and is processing, compiling, or in the process of providing the Services or DOD Documents requested in such communications from Settlement Agent.

11. Miscellaneous.

11.1. Severability.  This Terms and Conditions Agreement and the rights and obligations under this Terms and Conditions Agreement may not be assigned or delegated by Settlement Agent and/or Client, in whole or part, whether voluntarily, by operation of law, change of control or otherwise, without the prior written consent of DOD.  Such consent shall not be unreasonably withheld.  Subject to the foregoing, this Terms and Conditions Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.  In the event that any of the provisions of this Terms and Conditions Agreement shall be held by a court or other tribunal of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Terms and Conditions Agreement shall remain in full force and effect the intent of the parties and shall be reformed to the extent necessary to make such provision valid and enforceable.

11.2. Amendment.  Any amendment or modification of any provision of this Terms and Conditions Agreement shall be effective when uploaded by DOD to the Website of Deeds on Demand.

11.3. Waiver.  The waiver by either party of a default under any provision of this Terms and Conditions Agreement shall not be construed as a waiver of any subsequent default under the same or any other provision of this Terms and Conditions Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.

11.4. Governing Law and Venue.  This Terms and Conditions Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, United States of America, without reference to its conflicts of laws provisions.  The parties expressly agree that any action arising out of or relating to this Terms and Conditions Agreement or any contract or agreement in which this Terms and Conditions Agreement is incorporated shall be filed and maintained only in the courts of the Commonwealth of Virginia for Virginia Beach County or the United States District Court for the Eastern District of Virginia.  Notwithstanding anything contained in any contract or agreement between DOD and either Settlement Agent or Client, this Section shall control as to governing law and venue.

11.5. Survival of Terms and Conditions Agreement.  The conditions, terms and provisions of this Terms and Conditions Agreement shall survive the termination of any contract or agreement between DOD and either Settlement Agent or Client in to which this Terms and Conditions Agreement is incorporated by reference.

11.6. Construction and Interpretation.  Whenever the singular number is used in this Terms and Conditions Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.  This Terms and Conditions Agreement shall not be construed or interpreted for or against a party to this Agreement merely because that party or that party's legal representative drafted this Agreement.

11.7. Notice to DOD.  Any notice to DOD required or permitted by any contract or agreement between DOD and either Settlement Agent and/or Client, including under this Terms and Conditions Agreement, must be provided by a delivery method that requires a signature to effectuate delivery and delivered to President, Deeds on Demand, P.C., 5029 Corporate Woods Drive, Suite 225, Virginia Beach, Virginia 23462.  No such notice is effective unless and until received by DOD.

11.8. Conflict of Documents.  If this Terms and Conditions Agreement is incorporated by reference into an agreement or contract between DOD and any other Person or Business Entity, the documents shall, to the maximum extent possible, be read to be consistent with each other.  Should there be an unavoidable conflict between any language in that contract or agreement and this Terms and Conditions Agreement, the language, terms, and provisions of this Terms and Conditions Agreement shall control.

11.9. Headings of Sections.  The headings of the sections or paragraphs are for convenience only and are not to be used in the construction or interpretation of this Terms and Conditions Agreement.

11.10. Entire Agreement.  This Terms and Conditions Agreement along with any contract or agreement in which this Terms and Conditions Agreement is incorporated, if any, constitute the entire agreement concerning Services rendered by and documents provided by DOD.  Settlement Agent shall have no authority to modify any term or provision of this Terms and Conditions Agreement.  This Terms and Conditions Agreement may be modified only by a writing authorized by or signed by the President of DOD.  Should a new version be uploaded to the Website, the new version was authorized by the President of DOD.

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