Digital Delivery Terms of Use

 

1.         Acceptance of Terms of Use

 

Please review the following terms and conditions carefully.  This agreement (the “Terms of Use”) is a legally binding contract between you (“You” or “Your”) and Digital Delivery, Inc. (“Digital Delivery,” “We,” “Us,” or “Our”) regarding Your access to and use of the Digital Delivery website (the “Site”).  Digital Delivery offers access to certain tools and services accessible through the Site, including, but not limited to, Digital Delivery’s real estate closing system comprising electronic means for lenders, title agents, attorneys, settlement agents, escrow agents, notaries public, and other interested parties to complete documentation necessary for the refinance,  purchase and sale of real estate (collectively, the “Service”). 

 

In addition to any terms and conditions set forth in an agreement between Digital Delivery and You, You must also read, agree with, and accept all of the terms and conditions contained in these Terms of Use and the Privacy Policy which include those terms and conditions expressly set out below and those incorporated by reference, before you may become a client (“Client”) of Digital Delivery. By accessing the Site and/or the Service You agree to the terms and conditions as outlined in these Terms of Use. If you do not agree to be bound by these Terms of Use, you are not authorized to use or access Our Site or the Service.

 

Two types of users may access the Site and use the Service – browsers on the Site that do not have access to password-restricted information, and Clients. An “Employee” is an employee, agent, independent contractor, subcontractor, or other affiliate of Client. If you are an Employee, You are accessing the Site on behalf of Client and are also bound by these Terms of Use. Our password-restricted services are only available to Clients and individuals  who can form legally binding contracts under applicable law.  Without limiting the foregoing, our password-restricted services are not available to minors or to temporarily or indefinitely suspended Digital Delivery Clients.  If you do not qualify, you are not authorized to use or access Our Site or the Service.

 

If you are not a Digital Delivery Client or authorized affiliate of a Digital Delivery Client, You may access the Site only for informational purposes, but may not receive a user name or password, or access password-restricted information, access or receive confidential information, or use the Service.

 

Digital Delivery reserves the right to change these terms and conditions and/or the Service from time to time at its sole discretion by posting such revised terms and conditions on the Site.  Your continued use of the Site following any such change constitutes Your acknowledgement of such change and Your agreement to follow and be bound by the modified terms and conditions of these Terms of Use, if any.

 

2.         Description of Digital Delivery Services

 

The Site provides a means for electronically preparing and executing real estate closing documents, including but not limited to loan documents, security documents, warranties, inspection documents, title clearance, transfer and insurance documents, affidavits, disclosures, commitments, surveys, and the like (collectively, “Closing Documents”).  The Website may also include advertisements of third parties associated or not associated with Digital Delivery.  To effectuate such closings, the Site will require users to register prior to viewing or accessing Closing Documents.  You also understand and agree that the Digital Delivery Services may include certain communications from Digital Delivery, such as service announcements and administrative messages and that these communications are considered part of Digital Delivery membership and You will not be able to opt out of receiving them.  Unless explicitly stated otherwise, any new features that augment or enhance the Digital Delivery Services will be subject to these Terms of Use. You understand and agree that the Digital Delivery Services are provided "AS-IS" and that Digital Delivery assumes no responsibility or liability for the timeliness, deletion, mis-delivery, failure to store any user communications, personalization settings, or other content maintained or transmitted by or through the Digital Delivery Services. You acknowledge that Digital Delivery reserves the right to log off accounts that are inactive for an extended period of time.  You are responsible for obtaining access to the Digital Delivery Services, and that access may involve third-party fees (such as to Your Internet service provider and airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, You must provide and are responsible for all equipment You use to access the Digital Delivery Services.

3.         Password and Security

 

A user account is required to access the Service and may be accessed and used only by those authorized individuals who are registered with Digital Delivery.  To open a user account, You or the Client must complete the registration process by providing Digital Delivery with current, complete, and accurate information as prompted by the registration form.  In registering for the Service, You agree to submit accurate, current, and complete information about You and Your organization, and promptly update such information.  Should Digital Delivery suspect that such information is untrue, inaccurate, not current, or incomplete, Digital Delivery has the right, but not the obligation, to suspend or terminate Your and/or Client’s access to the Site or use of the Service.

 

Each Client designates one or more individuals within the Client’s organization to serve as an employee contact for use of the Service (the “Employee Contact”).  If You are an employee of Client, You will receive instructions regarding Your user identification and password from the Employee Contact.  The Employee Contact has the authority to restrict Your access to the Site and/or use of the Service.  Digital Delivery shall not be responsible for any decisions made by the Employee Contact regarding Your access to and use of the Site and/or the Service. 

 

Upon your initial log-in to the Service, You will also be asked to choose a personal, non-transferable password; at that time, you may also be asked to provide confidential information of your choosing (such as mother’s maiden name, pet’s name, city of birth, favorite vacation spot, etc.) to be used by Digital Delivery to confirm Your identity in the event You make a request for Your lost or forgotten password.  Such personal information is not shared with third parties and is subject to the terms of the Privacy Policy for this Site.

 

We use many techniques to identify users when they register on our Site. However, because user verification on the Internet is difficult, Digital Delivery cannot and does not confirm each user’s purported identity.

 

You are solely responsible for any and all activities that occur under Your account and for ensuring that You exit or log-off from Your account at the end of each session of use.  You shall notify Digital Delivery immediately of any unauthorized use of Your password or account or any other breach of security that is known or suspected by You. User accounts cannot be “shared” or used by more than one individual.  User licenses can be transferred to a new user only if a previous user becomes inactive and is unable to further access the Service.  If You are an Employee of Client, Client shall be bound by Your use of the Site and/or Service.

 

We may use cookies and web beacons to identify users when they register on the Website and to assist users when logging into the Digital Delivery Services section of the Website.  However, because user verification on the Internet is difficult, Digital Delivery cannot and does not confirm each user’s purported identity.

4.         Your Conduct

You agree not to:

            a.         provide any false information, inaccurate information, or incomplete information required to access the Site or the Services;

            b.         upload, transmit, post, email or otherwise make available to the Site or the Service, any content or other material in any format that: (i) is false, inaccurate, misleading, fraudulent, unlawful (including, but not limited to, laws governing consumer protection, unfair competition, antidiscrimination, or false advertising), harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another's privacy, libelous and/or otherwise objectionable; (ii) infringes any third party's intellectual property, whether a copyright, patent, trademark, trade secret, or other proprietary right or rights of publicity or privacy; or (iii) contains viruses, worms, Trojan horses, time bombs, cancelbots, easter eggs, corrupted files, or any other similar software or programs designed to interrupt, interfere, intercept, expropriate, destroy or limit the functionality of any data, personal information, computer software or hardware or telecommunications equipment;

             c.        alter, remove, or falsify any attributions or other proprietary designations of origin or source of any other content appearing on the Site or via the Service or contained in a file that is uploaded to the Site or the Service;

            d.         impersonate any person or entity, including, but not limited to, a Digital Delivery official or falsely state or otherwise misrepresent Your affiliation with a person or entity;

            e.         attempt, through any means, to gain unauthorized access to the Site or the Service, or another user's account on the Site and/or the Service;

            f.          forward or otherwise provide any information regarding the Site and/or Service to any third party;

            g.         use any robot, spider, other automatic device, or manual process to monitor or copy any information or content contained in the Site and/or the Service without Our prior express written permission. Additionally, You agree that You will not take any action that imposes an unreasonable or disproportionately large load on the Site’s and/or Service’s infrastructure;

            h.         create liability for Digital Delivery or cause Digital Delivery to lose (in whole or in part) the services of its ISPs or other suppliers; or

            i.          list or offer any item or service on the Site (or consummate any transaction that was initiated using the Service) that, by paying to Digital Delivery a fee or other consideration, would cause Digital Delivery to violate any applicable law, statute, ordinance or regulation, or that violate these Terms of Use or Privacy Policy.

The use of any device, software or routine that interferes or attempts to interfere with the proper working of the Site or the Service is expressly prohibited.  You may not disclose or share Your password with any third party or use Your password for any unauthorized purpose.  In any case, You remain solely responsible for any authorized or unauthorized use of Your password.

5.         Proprietary Rights Restrictions

            a.         All material on the Site, including, without limitation, all informational text, design of and "look and feel," layout, photographs, graphics, audio, video, messages, files, documents, images or other materials (collectively, the "Materials"), whether publicly posted or privately transmitted, as well as all derivative works, are owned by Digital Delivery or other parties that have licensed their material to Digital Delivery, and are protected by copyright, trademark and other intellectual property laws.  Digital Delivery disclaims any proprietary interest in trademarks, service marks, logos, slogans, domain names and trade names other than its own.  Trademarks, logos, images and service marks displayed on the Site are the property of either Digital Delivery or other third parties.  You agree not to display or use such marks without Digital Delivery' prior written permission.

            b.         The Materials on the Site may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, including by e-mail or other electronic means.  Any modification of the Materials, use of the Materials on any web site or networked computer environment, or use of the Materials for any purpose other than personal, non-commercial use is a violation of the copyright, trademark, and other proprietary rights in the Materials and is expressly prohibited.

            c.         If You have registered with Digital Delivery and have a valid user name and password, Digital Delivery grants to You a personal, non-exclusive, non-transferable license to use and display the audio and visual information, documents, products and software contained in or made available through the Service (the "Content") solely for Your own internal business purposes.  All rights not expressly granted herein by Digital Delivery to You are reserved by Digital Delivery and/or its licensors.

            d.         Digital Delivery alone shall own all right, title, and interest, including all related intellectual property rights, to any suggestions, ideas, feedback, recommendations, or other information provided by You relating to the Site and/or the Service ("Submissions"), and You agree to assign such Submissions to Digital Delivery free of charge. Digital Delivery may use or not use such Submissions as it deems appropriate in its sole discretion.

6.         Links to Other Web Sites

The Site may contain links to third party sites. The linked sites are not under the control of Digital Delivery.  Digital Delivery does not endorse, adopt or undertake any responsibility for the content or privacy practices of any linked site, including, but not limited to, information provided at the Site that may link the user to a third-party web site. In no event shall Digital Delivery or its affiliates be responsible for any content or other materials on or available through such third-party sites.

7.         Information Provided by Clients

The Site is comprised of multiple components (including, but not limited to, the Service and its subcomponents), each providing different aspects of the total Site, and each accessible by different parties.  Any information provided by Clients accessing the Site and utilizing the Service is provided "AS IS" and is subject to the Disclaimer of Warranties set forth below.  Further, Digital Delivery shall not be liable or responsible for the accuracy, completeness or use of any information, or any portion thereof, provided by any Client or other user.

8.         Third-Party Hosting

Digital Delivery currently maintains and hosts the Site. Therefore, any information You submit, including Private Information, shall be placed and stored on a computer server maintained by Digital Delivery.  Digital Delivery has implemented technology and security features and strict policy guidelines to safeguard the privacy of your Private Information from unauthorized access or improper use.    Digital Delivery reserves the right to contract in the future with a third-party host for this purpose.  Should Digital Delivery so contract with a third party, Digital Delivery will require the third-party host to maintain "technology and security features and strict policy guidelines... equal to or greater than those of Digital Delivery”. Your use of the Site and any provision of Private Information You submit to the Site constitutes Your acknowledgement that such information or content could pass through and may be stored in servers outside the control of Digital Delivery.  You agree that Digital Delivery has no liability or responsibility for any such pass-through or storage of same.

 9.        Disclaimer of Warranties

A.        YOU EXPRESSLY AGREE THAT USE OF THE SITE AND THE SERVICE IS AT YOUR SOLE RISK. THE SITE, THE SERVICE AND ANY CONTENT CONTAINED THEREIN OR DOWNLOADABLE THEREFROM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Digital Delivery EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Digital Delivery OR THROUGH THE SITE OR THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

B.         Digital Delivery MAKES NO WARRANTY THAT THE SERVICE OR ANY CONTENT PROVIDED THROUGH THE SITE, THE SERVICE, OR ANY CONTENT CONTAINED THEREIN OR DOWNLOADED THEREFROM WILL MEET YOUR REQUIREMENTS, BE ACCURATE, COMPLETE, OR TIMELY, OR THAT THE SITE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE.  FURTHER, DIGITAL DELIVERY DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR THE SERVICE.  DIGITAL DELIVERY SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE DELETION, CORRECTION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY DATA.

C.        YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR THE SERVICE OR ANY CONTENT CONTAINED THEREIN OR DOWNLOADED THEREFROM IS AT YOUR OWN DISCRETION AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.

D.        Digital Delivery SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE INFORMATION OR IDEAS CONTAINED, SUGGESTED OR REFERENCED AT THE SITE THROUGH THE SERVICE, OR ANY USE OF SAME BY YOU.

E.         Digital Delivery AND ITS LICENSORS MAKE NO REPRESENTATION THAT THE SITE, THE SERVICE, OR ANY CONTENT CONTAINED THEREIN OR DOWNLOADED THEREFROM IS APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS.  IF YOU USE THE SERVICE FROM OUTSIDE THE UNITED STATES OF AMERICA, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING WITHOUT LIMITATION EXPORT AND IMPORT REGULATIONS OF OTHER COUNTRIES.

10.       Limitation of Liability

DIGITAL DELIVERY AND ITS EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SITE, SERVICE OR ANY CONTENT CONTAINED THEREIN OR DOWNLOADABLE THEREFROM, OR ANY INFORMATION OBTAINED AT THE SITE THROUGH THE SERVICE, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS AND SERVICES OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR FOR THE USE OR MISUSE OF DATA BROUGHT ABOUT BY USE OF THIRD-PARTY SERVERS, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES EVEN IF FORESEEABLE OR Digital Delivery HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  YOU AGREE THAT Digital Delivery' LIABILITY HEREUNDER FOR DAMAGES, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE ACTUAL TOTAL AMOUNT PAID FOR SERVICES PAID TO Digital Delivery.

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to You.

11.       Indemnification

You agree to indemnify, hold harmless and release Digital Delivery (and its employees, officers, directors, stockholders, agents, licensors and their respective successors and assigns), from and against any and all claims, damages, costs and expenses, including reasonable attorney's fees, arising from or related to Your use of the Site, the Service and/or any content contained therein or provided thereby, including, but not limited to, information from third-party web sites linked to the Site.

12.       Local Laws and Export Controls

The Site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union.  You acknowledge and agree that the Site shall not be used, and none of the underlying information, software or technology may be transferred or otherwise exported or re-exported to Afghanistan, Burma, Cuba, Iraq, Iran, Libya, Sudan or any other countries to which the United States and/or the European Union maintains an embargo (collectively, the "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, the "Designated Nationals").  The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using this Site, You represent and warrant that You are not located in, under the control of, or a national or resident of an Embargoed Country or a Designated National. You agree to comply strictly with all U.S. and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

This Site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000.

Any diversion of the Content contrary to United States law is prohibited.  None of the Content, nor any information acquired through the use of the Site or the Service, is or will be used for nuclear activities, chemical or biological weapons or missile projects, unless specifically authorized by the United States Government or appropriate European body for such purposes.

13.       Changes to the Site

Digital Delivery reserves the right to modify, suspend or discontinue all or any portion of the Site and/or the Service at any time, without notice.  Unless stated otherwise, any new features to the current Site or Service shall be subject to these Terms of Use.  Certain areas of the Site are currently accessible to users without charge; however, Digital Delivery reserves the right to charge users for access to or use of any portion of the Site in the future.  

14.       Failure to Abide by these Terms

Digital Delivery may, in its sole discretion, remove Your information from the Site, warn Digital Delivery’s community of Your actions, issue a warning, suspend or terminate Your account and any current activities at the Site immediately, without notice to You, and refuse to provide our Services to You if You breach these Terms of Use, or if We are unable to verify or authenticate any information that You provide to Us, or if we believe Your actions may cause financial loss or legal liability for You, Digital Delivery’s other Clients or users, or Us.  Digital Delivery reserves the right, in its sole discretion, to refuse access to any user at any time to those portions of the Site that require registration. You agree that Digital Delivery shall not be liable to You or any third party for any termination of Your access to any Material, Content, the Service, and/or the Site.

15.       Dispute Resolution; Governing Law; Consent to Jurisdiction

Any controversy, dispute or claim rising out of or relating to these Terms of Use shall be settled by final and binding arbitration in accordance with the Arbitration Rules of the American Arbitration Association in front of three (3) arbitrators, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.  However, the parties agree that this arbitration clause shall not preclude Digital Delivery from filing a petition in court seeking equitable relief in the form of a temporary restraining order, temporary injunction and permanent injunction for alleged violations of Your obligations under these Terms of Use regarding nondisclosure, nonsolicitation, and noncompetition.  A party shall have the right to pursue the same causes of action and obtain the same damages in arbitration that the party could pursue in any court.  Any arbitration brought under the terms of these Terms of Use shall be conducted in the following manner:

            a.         Locale of Arbitration.  The arbitration hearing shall be held at the offices of the American Arbitration Association's office, in Dallas, Texas.

            b.         Time Limitations.  The parties agree that the following time limitations shall govern the arbitration proceedings conducted under the terms of this Agreement.

                         i.         Any demand for arbitration must be filed within sixty (60) days of the date on which the dispute arises or the alleged breach occurs.  A demand for arbitration must be made in writing and served on the other party. The demand shall state the claims made by the party seeking the arbitration and the relief the party is seeking.

                        ii.          The arbitration hearing must be held within thirty (30) days of the date on which the arbitrators are selected by the parties.  The arbitrators shall be from the Computer Disputes Advisory Committee List of the American Arbitration Association.

                        iii.         In order to ensure a fair hearing, and consistent with achieving the objective of any expeditor's proceeding, the arbitrators shall have discretion to order pre-hearing exchange of information by the parties, including, without limitation, production of requested documents, exchange of summaries of testimony of proposed witnesses, and examination by deposition of parties and third party witness.

            c.         Expenses of Arbitration.  The expenses of the arbitration, including each party's attorney's fees, shall be borne in such proportion, as the arbitrators shall decide.

Further, You agree that these Terms of Use are governed by the laws of the State of Texas and that proper and convenient venue lies exclusively with the courts of Dallas County, Texas.  You agree to be subject to the personal jurisdiction of the State and federal courts sitting in or having jurisdiction over Dallas County, Texas, U.S.A. in the event that any litigation results concerning any aspect arising out of these Terms of Use.

16.       Digital Delivery Privacy Policy

On-line information collected and certain other information about You is subject to Our Privacy Policy.  For more information, please see our full Privacy Policy. 

17.       Miscellaneous

You and Digital Delivery are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms of Use.

If any provision of these Terms of Use is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of these Terms of Use, which shall remain in full force and effect.  No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.  The section headings used herein are for convenience only.

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEIR TERMS AND CONDITIONS.

Except as explicitly stated otherwise, any notices shall be given, if to Digital Delivery, by postal mail to Digital Delivery Inc. Attn: Matt Filpi, 4400 Alpha Road, Dallas, Texas 75244, or, if to You, using the email address You provide to Digital Delivery during the registration process.  Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, We may give You notice by certified mail, postage prepaid and return receipt requested, to the address provided to Digital Delivery during the registration process. In such case, notice shall be deemed given three (3) days after the date of mailing.

If You have any questions or comments about these Terms of Use, please click here support@DigitalDeliveryInc.com for the person you should contact.