This Agreement between SeniorSafe USA LLC dba SafetyDeed (“SafetyDeed”) and the undersigned (“User”) describes the rights and obligations of SafetyDeed and User (each a “Party” and collectively, the “Parties”) in connection with their participation or involvement in any transaction that is in any way offered, considered, transmitted, facilitated or conducted on SafetyDeed.com or in which SafetyDeed plays any role (any “Transaction”).
CONFIDENTIALITY
From time to time, the Parties may disclose or make available to one another certain personal and business information, such as names, telephone numbers, and email addresses, as well as the names, telephone numbers, and email addresses of other persons and entities involved or potentially involved in Transactions, collectively “Sensitive Information.” Sensitive Information shall not include information that: (a) is or becomes generally available to and known by the public other than as a result of a breach of this Agreement by the Party that received the Sensitive Information; (b) is or becomes available to a Party on a non-confidential basis from a third-party source; (c) was known by or in the possession of a Party before being disclosed by the other Party; (d) was or is independently developed by a Party without reference to or use, in whole or in part, of any of the other Party’s Sensitive Information; or (e) is required to be disclosed under applicable federal, state or local law or regulation, or by a valid request made by a court or governmental agency of competent jurisdiction.
Subject to the provisions of Article 4 and Article 5 below, each Party agrees to: (a) protect and safeguard the confidentiality of the other Party’s Sensitive Information with at least the same degree of care as it would protect its own Sensitive Information; (b) not use the Sensitive Information, or permit it to be accessed or used for any purpose other than to exercise its rights or perform its obligations in connection with a Transaction; and (c) disclose any such Sensitive Information only to persons and entities who need to know the Sensitive Information to assist the Party, or to act on its behalf, or to exercise its rights or perform its obligations in connection with a Transaction.
User agrees that SafetyDeed may collect, use, and analyze Sensitive Information and Transaction information to search for and detect fraud and otherwise determine whether a party or Transaction might be harmful to SafetyDeed’s or to any of its clients’ interests.
MUTUAL DUTY OF HONESTY
User and SafetyDeed agree to be truthful in all their dealings with one another and not to withhold any information from the other that might have any bearing on any Transaction. User agrees not to provide any false, incomplete, or misleading information to SafetyDeed or to any party in connection with any Transaction.
HOLD HARMLESS
User agrees that neither SafetyDeed or its clients, nor any of SafetyDeed’s or its clients’ agents, advisors, or representatives, nor any other party shall be liable to User for any tangible or intangible losses, liabilities, claims, or expenses, including claims of defamation or tortious interference, directly or indirectly arising out of or resulting from any act, omission, statement, event or circumstance in any way connected with the provision of, use of, or participation in SafetyDeed’s services or arising out of or resulting from their statements to SafetyDeed regarding User’s reputation or character or from the disclosure of any suspected fraud or bad act involving User or its employees, agents, contractors, or partners, including disclosing any notes, observations, records, or any other evidence to SafetyDeed, SafetyDeed’s clients, their agents, advisors, or representatives, or to any regulatory, law enforcement, or adult protective services agency, or court.
If User is an attorney at law, by agreeing to the waiver provisions of these Terms of Service User does not waive any claims that might be brought by or on behalf of any client of User.
For the avoidance of doubt, nothing in these Terms of Service shall be construed as limiting the ability of a User who is an attorney at law to represent the interests of any client of the User, except that the Choice of Law and Choice of Forum provisions shall apply to any suit brought by User on behalf of any User who has signed a separate written agreement for title protection services with SafetyDeed.
BACKGROUND CHECKS
User authorizes SafetyDeed to use User’s Sensitive Information to verify User’s and other parties’ identities, professional licenses, professional disciplinary history, employment, places of business, residences, corporate status, criminal records, and any other information that, in SafetyDeed’s sole judgment, is pertinent to determining whether a proposed or future specified or unspecified Transaction might be fraudulent or otherwise harmful to SafetyDeed’s current of future clients’ interests.
ANTI-MONEY LAUNDERING
User acknowledges that SafetyDeed will comply with all relevant reporting requirements of the Bank Secrecy Act and the PATRIOT Act and will report suspicious activity and suspicious Transactions to the United States Treasury’s Office of Foreign Assets Control.
ASSIGNMENT
This Agreement is between User and SafetyDeed only. User agrees not to assign any of its rights or delegate any of its obligations under these Terms.
NATURE OF RELATIONSHIP
User acknowledges that it is not an employee, agent, contractor or volunteer of SafetyDeed and that it will receive no compensation from SafetyDeed for any act or service it may perform in connection with any Transaction or in any other capacity.
AUDIO AND VIDEO RECORDINGS
User agrees that SafetyDeed may make audio and video recordings of conversations and meetings between User and SafetyDeed.
NO ATTORNEY-CLIENT RELATIONSHIP
User acknowledges that SafetyDeed is not User’s attorney and that no attorney-client relationship exists between User and SafetyDeed or between User and any of SafetyDeed’s members, directors, officers, employees, contractors, or agents. User acknowledges that neither SafetyDeed nor any of its members, directors, officers, employees, contractors, or agents has provided nor will provide User with any legal advice.
NO FINANCIAL OR TAX PLANNING ADVICE
User acknowledges that SafetyDeed is not a financial or tax advisor and that neither SafetyDeed nor any of its members, directors, officers, employees, contractors, or agents has provided nor will provide User with any financial or tax planning advice.
CHOICE OF LAW
Except if User and SafetyDeed are parties to a separate written contract for fiduciary services supplied by SafetyDeed to User, in which case the choice of law provisions of that separate contract shall supersede those of this Article 11, this Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute shall be governed by, and construed in accordance with the laws of the District of Columbia, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the District of Columbia.
CHOICE OF FORUM
Except if User and SafetyDeed become parties to a separate written contract for fiduciary services supplied by SafetyDeed to User, in such case the choice of forum provisions of that separate contract shall supersede those of this Article 12, each party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against any other party in any way arising from or relating to this Agreement and all contemplated transactions, including, but not limited to, contract, equity, tort, fraud, and statutory claims, in any forum other than the United States District Court for the District of Columbia or, if such court does not have subject matter jurisdiction, the courts of the District of Columbia, and any appellate court from any thereof. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the United States District Court for the District of Columbia or, if such court does not have subject matter jurisdiction, the courts of the District of Columbia. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
ELECTRONIC SIGNATURES
Each Party agrees that the Electronic Signatures, as that term is defined below, of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures.
Electronic Signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures.
COMMUNICATIONS
User consents to be contacted by SafetyDeed and its agents by telephone, fax, email, U.S. Postal Service mail, text messaging, or other reasonable means, at its contact numbers and addresses. User acknowledges that receiving text messages and other communications from SafetyDeed may cause User to incur fees from its communications provider.
Last update 2022-01-24.