GENERAL ESCROW.COM TERMS AND CONDITIONS
Escrow.com ("Escrow.com" or “ESCROW.COM” or “we” or “us”) offers escrow services globally, with licensing in the U.S. and beyond. In Australia, services are provided by Payments Australia Pty Ltd, an Australian company (ABN 68 166 996 685). In Canada, services are provided by Canadian Payments Inc., a British Columbia corporation. In all other jurisdictions, services are provided by Internet Escrow Services Inc., doing business as Escrow.com, a California corporation.
It is essential that you carefully read and understand these General Escrow.com Terms and Conditions ("Terms"). These Terms replace all previously issued General Terms and Conditions and apply to your use of any Escrow.com services from this moment onwards.
The Terms are current as of the Effective Date, and subject to change. In the event of a change, we will upload a new version to the Site. You should check the Escrow.com website for the latest version of this document before using any Escrow.com services.
These Terms apply to the Seller, Buyer, and Broker (each a ”Party” or “Underlying Party,” and collectively ”Parties” or “Underlying Parties”) involved in any Escrow Transaction in connection with the Escrow Services. References to ”You” and ”Your” in the terms apply to you or the organization you represent in connection with an Underlying Transaction (as defined below) as the Seller, the Buyer, and/or the Broker as the context requires. In addition to these Terms, You are also subject to certain other terms, conditions, and agreements (collectively, the “Escrow.com Terms of Service”), including:
- General Escrow Instructions, available at https://www.escrow.com/escrow-101/general-escrow-instructions
- The Transaction Escrow Instructions and any Supplemental Escrow Instructions
The Underlying Parties engage Escrow.com to act as escrow agent pursuant to these Terms and further agree to the entirety of the Escrow.com Terms of Service.
1. AGREEMENT TO CONDUCT ESCROW TRANSACTION BY ELECTRONIC MEANS. BY REGISTERING FOR AND PARTICIPATING IN THE SERVICES (AS DEFINED BELOW), THE UNDERLYING PARTIES AGREE WITH ESCROW.COM TO CONDUCT THE ESCROW TRANSACTION (AS DEFINED BELOW) BY ELECTRONIC MEANS UNDER CAL. CIV. CODE § 1633.5(B).
2. Definitions and Interpretation.
- Any capitalized term not otherwise defined elsewhere in the Escrow.com Terms of Service shall have the definition and interpretation set forth below:
- “Account“ means an escrow.com account of a Buyer, Seller, or Broker to which payments will be credited and from which payments will be debited.
- “Affiliate“ means an entity that is, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with Escrow.com.
- “Applicable Law“ refers to all laws, regulations, payment network rules, and automated clearinghouse rules applicable to the services provided under the Escrow.com Terms of Service, as well as all orders, judgments, or written directives of any court or governmental entity with authority over the Parties, services, or transactions subject to the Escrow.com Terms of Service.
- “Arbitration Commencement Period“ means the fourteen (14) calendar day period commencing at the conclusion of the Negotiation Period.
- “Broker“ means a person or entity offering to broker personal property or services for sale through the Site.
- “Business Day“ means Monday through Friday between the hours of 8:00 a.m. and 4:00 p.m., other than legal holidays in San Francisco, California observed by Escrow.com.
- “Buyer“ means a person or entity desiring to purchase personal property or purchase other services from a Seller by use of the Site.
- “Buyer Inspection Period“ means the Inspection Period applicable to Buyer as specified herein.
- “Close of Escrow“ means consummation of the Escrow Transaction.
- “Dispute Date“ means the date of: (A) Seller’s rejection or return of the Merchandise as indicated on the Site; (B) Escrow.com’s rejection of the Merchandise on behalf of Seller if Seller is unable to access the Site; or (C) the notification by a Party to another Party of any dispute, claim, disagreement, or breach related to these Terms or an Escrow Transaction.
- “Escrow Fees“ means the fees due to Escrow.com for the Services.
- “Escrowed Funds“ means funds held in escrow with Escrow.com.
- “Escrow Instructions“ means the entire set of instructions, terms, conditions, and details governing an Escrow Transaction, comprised of: (i) the General Escrow Instructions, applicable to all Escrow Transactions; (ii) the Transaction Escrow Instructions, agreed to by the Underlying Parties when arranging an Underlying Transaction; and (iii) any Supplemental Escrow Instructions subsequently agreed to by the Parties.
- “Escrowed Property“ means Escrowed Funds or other items held in escrow by Escrow.com.
- “Escrow Services“ means the transaction management and escrow services provided by Escrow.com, including the holding of Escrowed Funds or Escrowed Property.
- “Escrow Transaction“ means the portion of a transaction involving Escrow Services provided by Escrow.com, which may include the holding and release of Escrowed Funds or Escrowed Property in accordance with the Escrow Instructions and these Terms.
- “General Escrow Instructions“ means the instructions and terms published on the Site applicable to all Escrow Transactions.
- “Inspection Period“ means the period by which Buyer or Seller must inspect the subject property, as applicable.
- “Merchandise“ means any item of tangible (capable of being physically touched or precisely identified) goods or property transacted on Escrow.com. This term also includes certain intangible goods or property such as domain names, IPV4 addresses, pre-written computer software, source codes, intellectual property, and any other property as approved by Escrow.com in its sole discretion.
- “Milestone Transaction“ means the transactions relating to services provided by a Seller.
- “Negotiation Period“ means fourteen (14) calendar days beginning with the Dispute Date.
- “Parties“ means Escrow.com and the Underlying Parties.
- “Personal Property“ means any movable thing or intangible item of value that is capable of being owned by a natural individual or a legal entity and not recognized as real property.
- “Prohibited Transaction“ means any transaction or attempted transaction described in Section 5 of these Terms below.
- “Seller“ means a person or entity offering property or services for sale as permitted under the Escrow.com Terms of Service and desiring to use the Site to close the sale.
- “Seller Inspection Period“ means the Inspection Period applicable to Seller as specified herein.
- “Seller Services“ means those services offered for sale by a Seller including physical labor or activity, artistic labor or activity, consultation or advice services, a system for providing services such as transportation, communications, utilities and doing work and providing something of value other than a physical tangible product.
- “Site“ means Escrow.com’s website at www.Escrow.com.
- “Supplemental Escrow Instructions“ or “Supplemental Escrow Terms” means any instruction, condition, or term agreed to by the Underlying Parties after Buyer and Seller (and Broker when applicable) all complete the initial Transaction Escrow Instructions to govern an Underlying Transaction. This term includes new supplemental instructions or conditions, modifications or amendments to the initial Transaction Escrow Instructions, and changes to the Transaction Detail Screens. Supplemental Escrow Instructions or Terms must be agreed to in writing and signed by all parties (Buyer, Seller, Escrow.com and Broker when applicable).
- “Transaction Detail Screens“ means the screens on the Site containing the details of the Underlying Transaction provided by the Underlying Parties.
- “Transaction Escrow Instructions“ means the terms, conditions, and other provisions relating to a specific Underlying Transaction or Escrow Transaction, as agreed to by the Underlying Parties on the Transaction Detail Screens.
- “Underlying Parties“ means Buyer, Seller and Broker (if applicable).
- “Underlying Transaction“ means the underlying transaction between or among Buyer, Seller and Broker (if applicable) for the sale of Merchandise or Seller Services, for which the Underlying Parties engage Escrow.com for the provision of Escrow Services.
- “User“ means one of the Underlying Parties using the Site in connection with an actual or proposed Underlying Transaction.
- The following rules of interpretation apply:
- References to “discretion” mean Escrow.com’s sole and absolute discretion.
- References to “consent” mean a Party’s prior written consent, which in the case of Escrow.com may be given or withheld in its discretion.
- References to “including” mean “including but not limited to”.
- References to the singular include the plural and vice versa as the context may require.
- References to the time of day means United States Pacific Time.
- References to Buyer and Seller include the Broker if a Broker is expressly authorized by a Seller or Buyer to act on behalf of and bind the applicable Buyer or Seller.
- References to currency is to U.S. dollars or any other currency expressly accepted by all relevant Parties from time to time.
- References to “days” means Business Day unless otherwise indicated.
- Reference to “good faith” means honesty in fact in the conduct concerned, measured subjectively.
- All communications relating to an Underlying Transaction or Escrow Transaction shall be in English.
3. Description of the Escrow Service. The Escrow Services are Internet-based transaction management services performed by Escrow.com as escrow agent on behalf of a Buyer and Seller in connection with a transaction for the sale of property or services. Escrow Services are intended to facilitate the completion of the Underlying Transaction in accordance with the Escrow.com Terms of Service. Although one or more of the Underlying Parties and the Escrowed Property or Merchandise may be a citizen of and/or physically located in a location, venue or jurisdiction other than San Francisco, California, the Underlying Parties all represent and agree that the Escrow Transaction and Escrow Services are being coordinated and taking place in San Francisco, CA.
4. Limits on the Escrow Services. The Escrow Services are only available for lawful Merchandise, Seller Services, and Underlying Transactions. Escrow.com, in its sole discretion, may decline or prohibit an Underlying Transaction. Additionally, limitations on the Escrow Services may apply and can be found on the Site or elsewhere in the Escrow.com Terms of Service. Only registered Users may use the Escrow Services. To register, You must supply all information required on the Site. Applicable Laws may further limit the Escrow Services.
5. Prohibited Transactions. Users shall not use or attempt to use the Site or the Escrow Services in connection with any Underlying Transaction that:
- is illegal or involves any illegal items, or is for any illegal purpose;
- involves any obscene material;
- involves any munitions or firearms;
- involves pirated software, DVD or videos or item(s) otherwise infringing copyrighted works;
- involves illegal drugs, controlled substances, alcohol or tobacco products;
- involves the sale or transfer of liquor licenses, fund or joint control escrows, the refinancing of either reservation deposits of any kind, or promissory notes, mortgages or deeds of trust;
- is primarily for the purpose of exchanging currencies, including digital currencies;
- involves transactions directly or indirectly involving persons (individuals or entities) with whom U.S. or other persons are prohibited from engaging pursuant to sanctions and export controls administered by the Departments of Treasury, Commerce and State;
- involves transactions directly or indirectly involving persons (individuals or entities) with whom U.S. or other persons are prohibited from engaging pursuant to Applicable Laws.
- for Canadian services involves transactions directly or indirectly involving persons (individuals or entities) with whom Canadian or other persons are prohibited from engaging pursuant to sanctions and export controls administered by Global Affairs Canada, the Trade Controls Bureau; or involves transactions directly or indirectly involving persons (individuals or entities) with whom Canadian persons are prohibited from engaging pursuant to laws and regulations administered by Global Affairs Canada.
- for Australian services involves transactions directly or indirectly involving persons (individuals or entities) with whom Australian or other persons are prohibited from engaging pursuant to sanctions and export controls administered by the Department of Foreign Affairs and Trade; or involves transactions directly or indirectly involving persons (individuals or entities) with whom Australian persons are prohibited from engaging pursuant to laws and regulations administered by the Department of Foreign Affairs and Trade.
In addition, Escrow.com, in its sole discretion, may refuse to complete any Underlying Transaction that Escrow.com has reason to believe may be unauthorized or made by someone other than You, or may violate any Applicable Law or the Escrow.com Terms of Service Each User agrees to indemnify and hold harmless Escrow.com and its employees, officers, directors and agents for losses, including attorney fees and costs, resulting from any use or attempted use of the Escrow Services in violation of the Escrow.com Terms of Service, including but not limited to any use or attempted use of the Escrow Services for a Prohibited Transaction.
6. Rejection of Payment. Since the use of a bank account, credit card or debit card account, or the making of an electronic funds transfer may be limited by Your agreement with Your financial institution and/or by applicable law, Escrow.com is not liable to any User if Escrow.com does not complete an Escrow Transaction or any act relating thereto, as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an Account. Escrow.com may post operating rules or terms and conditions related to payment on the Site and change such rules from time to time.
7. General Conditions of Use. If You arrive at the Site through entities linked and/or integrated with Escrow.com or otherwise by or through a third party (e.g., an auction, exchange, or Internet-based intermediary that hosts electronic marketplaces and mediates transactions among businesses), then You authorize such third party to transfer relevant data to Escrow.com to facilitate the Escrow Transaction. You represent and warrant that all information You provide to Escrow.com or to such third party will be true, accurate and complete. You further understand and agree that You are obligated to provide timely updates to Escrow.com if there are any material changes to such information prior to the completion of an Escrow Transaction. The party entering into these Terms on behalf of any User represents and warrants that he/she is authorized to do so and to bind the User and is a natural person of at least eighteen (18) years of age and, if the User is represented to be a business entity, trust or other legal entity or organization, the User represents and warrants that such User is legally existing and in good standing, and is recognized as such by the governing authority at the address registered by the User on our Site. To initiate and commence an Escrow Transaction or use the Escrow Services, a User must register for an Account on our Site. You must complete the Escrow Services application form and submit it by following the instructions on the Site. You can find out more information about Escrow Services by visiting the Site https://www.escrow.com/services
Upon completion and receipt of the service application and related forms, including the acceptance of the Escrow.com Terms of Service, we will accept or reject Your application at our discretion.
8. Obligations of Sellers. On the Transaction Detail Screens, each Seller to an Underlying Transaction must designate an Account to which payment for the Transaction will be made. Each Seller authorizes Escrow.com and its authorized representatives and service providers to initiate credit entries to such Seller's Account for payment of the purchase price, or applicable balance due, and to debit Seller's Account to discharge Seller's obligations. Each Seller in an Underlying Transaction shall deliver the items set forth in Transaction Detail Screens directly to the Buyer (or Buyers), at the address specified by such Buyer as shown on the Site and set forth in the Transaction Escrow Instructions and Supplemental Escrow Instructions. Seller shall use a delivery service that provides a confirmation of delivery and Seller shall provide Escrow.com with a tracking or reference number for the shipment of the goods. Seller gives Escrow.com permission to act as its agent in communicating with the shipping company regarding the notice of the delivery of the goods. Seller must provide or cause notice to be sent to Escrow.com when Seller ships the Merchandise. In the event Escrow.com does not receive notice of shipment from Seller within ten (10) calendar days after Seller is required to ship the Merchandise, Seller authorizes Escrow.com to return the Escrowed Funds (excluding Escrow.com fees) to Buyer. In the event of a return of the Merchandise by Buyer, Seller shall notify Escrow.com of the receipt of the returned items. Upon Escrow.com’s receipt of the notice of returned Merchandise from Seller, the Seller's five (5) day inspection period shall commence. In the event Seller accepts the returned Merchandise within the inspection period or fails to act within the inspection period, Escrow.com shall remit the Escrowed Funds (excluding Escrow.com fees) to Buyer. If Seller notifies Escrow.com of its non-acceptance of any returned Merchandise within the Seller's inspection period, then Escrow.com will retain the Escrow Funds pending resolution of the dispute or take other action as authorized or as required by Applicable Law. Notwithstanding anything to the contrary above, if all Underlying Parties to an Underlying Transaction agree on the Transaction Detail Screens that there is no shipping required, then no party hereto will have any obligation under these Terms with respect to shipping.
9. Obligations of Buyers. On the Transaction Detail Screens, Buyer must designate a payment mechanism and an Account from which the purchase price and related fees (unless such fees are to be paid by Seller) will be obtained for the deposit into escrow. Depending on the amount of the Underlying Transaction and the currency selected for the Underlying Transaction, Buyer may remit the necessary funds via various methods, which may include credit card, charge card, debit card or purchasing card, check (cheque), cashier's check, money order, or wire transfer. In the case of wire transfers, Buyer will initiate the wire to an account designated by Escrow.com on or before the date set forth in the Transaction Detail Screens. Regardless of the payment method, Buyer authorizes Escrow.com and its authorized representatives and service providers to initiate credit or debit transactions, as applicable, to obtain the purchase price and fees due for an Underlying Transaction and to initiate any debit or credit entries or reversals, as the case may be, as may be necessary to correct any error in a payment or transfer and to discharge Buyer's obligations under the Escrow.com Terms of Service. Escrow.com will deposit funds received from Buyer into an escrow trust account maintained by Escrow.com (the "Escrow Account"). Unless otherwise requested as specified in the following sentence, escrowed deposits do not earn interest for Buyer or Seller. If You anticipate an extended closing of the Underlying Transaction, then You may request and approve an instruction to have Escrow.com place Buyer's funds into an interest-bearing account for the benefit of Buyer or Seller. If interest is to accrue to the benefit of the Seller, then both Buyer and Seller must request and approve the establishment of the interest-bearing account. If this request is made, then Escrow.com will charge the account of the party to whom the interest accrues an additional nonrefundable service charge of one hundred dollars ($100), which must be paid in advance. Buyer shall notify Escrow.com of the receipt or non-receipt of the items on the date the merchandise is received, or the Buyer Inspection Period is started. Buyer shall notify Escrow.com of the Buyer's acceptance or rejection of the items before the Buyer's Inspection Period expires. Upon receipt of notice from Buyer that the items have been received and accepted, Escrow.com shall transfer the payment amount (less any amount payable to Escrow.com for Escrow.com fees) to Seller's Account. Transfer to a Seller generally will be initiated within the next business day from the day on which notice of acceptance of the Merchandise or Seller Services is received from the Buyer. If Buyer has not notified Escrow.com of the non-receipt or rejection of the items during the Buyer's Inspection Period, then Buyer authorizes Escrow.com to remit the Escrowed Funds (excluding Escrow.com fees) to the Seller. Buyer shall follow the procedures set forth on the Site in the event the items are rejected.
10. Obligations of Brokers. Each Broker must register on the Site. On the Transaction Detail Screens, each Broker to a Transaction must designate a payment mechanism and an Account to which the Broker Fee payment will be made. Each Broker authorizes Escrow.com and its authorized representatives and service providers to initiate credit entries to such Broker's Account for payment of the Broker's commission, and to debit Broker's payment mechanism or account to discharge Broker's obligations. Each Broker in a Transaction shall provide Buyer email, Seller email, and Underlying Transaction details including purchase price, Merchandise or Seller Services description, inspection period and which party is responsible for the Broker and Escrow fees. If You are a Broker, You represent and warrant that you are properly authorized by all Underlying Parties to act as a Broker with respect to each Underlying Transaction. Escrow.com has the right, at its discretion, to verify that each Broker is properly authorized by the Underlying Parties, but is under no obligation to do so and You hereby agree that you may not rely on Escrow.com to verify that a Broker is fully authorized.
11. Our Responsibilities. Escrow.com is obligated to perform only those duties expressly described in the Escrow.com Terms of Service. Escrow.com shall not be liable for any error in judgment, for any act taken or not taken, or for any mistake of fact or law, except for gross negligence or willful misconduct (subject to the limitations below). Escrow.com may rely upon any notice, demand, request, letter, certificate, agreement, or any other document which purports to have been transmitted or signed by or on behalf of a User indicated as the sender or signatory thereof and shall have no duty to make any inquiry or investigation. Escrow.com is not expected to verify or guarantee representations by Buyer, Seller, Broker or their respective affiliates or representatives and will not and does not verify authenticity, ownership, right of possession, title or other legal right to Escrowed Property or Merchandise. In the event that Escrow.com is uncertain as to Escrow.com duties or rights under the Escrow.com Terms of Service, receives any instruction, demand or notice from any User or financial institution which, in Escrow.com's opinion, is in conflict with any of the provisions of the Escrow.com Terms of Service, or any dispute arises with respect to the Escrow.com Terms of Service or the Escrowed Funds, Escrow.com may (i) consult with counsel of our choice (including, but not limited to our own attorneys) and any actions taken or not taken based upon advice of counsel shall be deemed consented to by You, or (ii) refrain from taking any action other than to retain the funds in escrow for delivery in accordance with the written agreement of the Users, the final decision or award of an arbitrator pursuant to an arbitration commenced and conducted in accordance with these Terms or a final, non-appealable judgment of a court of competent jurisdiction, (iii) discharge our duties under these Terms by depositing all funds by interpleader action with a court of competent jurisdiction in accordance with the procedures outlined elsewhere in the Escrow.com Terms of Service, or (iv) escheat the funds in accordance with Applicable Law or take other actions in accordance with Applicable Law.
12. Resignation. Escrow.com may, at any time, give notice of Escrow.com's intent to resign as Escrow agent. If, within ten (10) days of such notice, Escrow.com has not received notice from all Parties in an Underlying Transaction that they have designated a substitute escrow agent (which notice shall identify the substitute escrow agent), Escrow.com may discharge Escrow.com duties under these Terms by depositing all escrowed funds with a court of competent jurisdiction. If an alternate Escrow agent is so designated, Escrow.com shall be discharged from Escrow.com duties under the Escrow.com Terms of Service by delivering all Escrowed Funds to such person or entity. Upon payment of the Escrowed Funds pursuant to these Terms, Escrow.com shall be fully released from all liability and obligations with respect to the Escrow Funds and the Escrow Transaction.
13. Canceling a Transaction. If an Underlying Transaction cannot be completed for any reason, including cancellation by Escrow.com for any reason, Escrow.com will notify each Party in such Underlying Transaction by e-mail, to the e-mail address each has provided to Escrow.com. In Escrow.com's sole discretion, Escrow.com may cancel any Underlying Transaction if each Party to an Underlying Transaction fails to agree on the terms as required in the Transaction Details Screens by clicking the "Agree" button as requested on the Site. You may cancel an Underlying Transaction as provided in the Escrow.com Terms of Service.
14. Statements, Verification. You agree that all disclosures and communications regarding these Terms and the Escrow Service shall be made by e-mail or on the Site, unless the Parties make other arrangements as set forth elsewhere in the Escrow.com Terms of Service. You understand and agree that Escrow.com may request additional information from you at any time, for verification, authentication, or other business purpose.
15. Digital Identification. You understand and agree that Escrow.com will create, issue, and verify a digital identification (a "Digital ID") for each User. This Digital ID is attached to each accepted electronic document and notification e-mails. You agree that Your Digital ID is a valid "Electronic Signature." Please review the General Escrow Instructions for more information about Escrow.com's use of the Digital ID.
16. Fees. Unless otherwise agreed upon by each User in the Transaction, Buyer agrees to pay the fees for the Services that are disclosed on the Site at the time the completed Transaction Escrow Instructions are agreed to by all such Users, as well as any other fees, including, without limitation, third party service fees (e.g., shipping, appraisal, inspection, registration - domain or otherwise, etc.). Once paid, Escrow.com fees are nonrefundable. Escrow.com fees may change from time to time in Escrow.com's absolute and sole discretion. Additionally, Escrow.com may introduce new fees by providing 30 days' written notice. Escrow.com is not responsible for payment of any sales, use, personal property or other governmental tax or levy imposed on any items purchased or sold through the Services or otherwise arising from the Transaction.
16.1. Interest on Overdue Fees. Notwithstanding any other provision in these Terms, any fees, charges or reimbursement of third-party fees due to Escrow.com that are not paid by the due date shall accrue interest at the rate of 2% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, calculated daily until the date paid in full. This interest rate is designed to compensate Escrow.com for the cost of carrying overdue fees and is in line with the reasonable expectations of parties engaged in escrow transactions.
17. Taxes. Some of our fees may be subject to applicable taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “taxes”) and, unless expressly noted, our fees are exclusive of applicable taxes. You acknowledge that we may make certain reports to tax authorities regarding transactions that we process.
18. Invoices. Escrow.com may issue invoices to the relevant party for its fees, however Escrow.com has no responsibility nor is it able to provide any invoice for underlying personal property or Services transactions. Invoices for underlying transactions are to be obtained from the Seller.
19. Security. Escrow.com uses secure sockets layer ("SSL"), a security protocol that provides data encryption, server authentication, and message integrity for connections to the Internet designed to protect the data You provide Escrow.com. Escrow.com has also implemented a security system requiring a user ID and a password to access Your transactions on the Site. You agree not to give Your password to any other person or entity and to protect it from being used or discovered by anyone else.
20. Acknowledgement of Risk. You expressly agree that Your use of the Services is at Your sole risk. The Escrow Services are provided on a strictly "as is" and "as available" basis.
- ESCROW.COM MAKES NO WARRANTY WITH REGARD TO THE UNDERLYING TRANSACTION, ANY ITEMS OBTAINED BY YOU THROUGH THE USE OF THE SITE OR THE SERVICES, THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES OR THE SITE WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE. ESCROW.COM MAKES NO WARRANTY THAT ITS SECURITY CANNOT BE BREACHED.
- ESCROW.COM EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ESCROW.COM SHALL NOT BE LIABLE OR RESPONSIBLE FOR THOSE GUARANTEES, WARRANTIES, AND REPRESENTATIONS, IF ANY, OFFERED BY ANY SELLER OF ITEMS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ESCROW.COM OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
22. No Third-Party Endorsement or Liability from Acts of Third-Party. You acknowledge and agree that Escrow.com does not endorse the website of any third party (including any partner marketplace) or assume responsibility or liability for the accuracy of any material contained therein, or any infringement of third-party intellectual property rights arising therefrom, or any fraud or other crime facilitated thereby and that You have not entered into any Underlying Transaction or agreed to the Escrow.com Terms of Service based on Escrow.com’s association with any third-party. In no event will Escrow.com be liable for any act or omission of any third-party, including, but not limited to, your financial institution, any payment system, any third-party service provider, any provider of telecommunications services, internet access or computer equipment or software, any mail or delivery service or any payment or clearing house system or for any circumstances beyond Escrow.com's control (including but not limited to, fire, flood or other natural disaster, war, riot, strike, terrorism, act of civil or military authority, equipment failure, computer virus, infiltration or hacking by a third-party, or failure or interruption of electrical, telecommunications or other utility services).
23. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, ESCROW.COM ON BEHALF OF ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS AND SERVICE PROVIDERS, EXCLUDE AND DISCLAIM LIABILITY FOR ANY LOSSES AND EXPENSES OF ANY KIND AND SHALL NOT BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL, RELATING TO YOUR USE OF THE SITE OR THE SERVICES OR YOUR INABILITY TO USE THE SITE OR THE SERVICES AND DISCLAIM LIABILITY FOR ANY LOSSES AND EXPENSES OF DIRECT, INDIRECT, GENERAL, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF USE, LOSS OF DATA, LOSS CAUSED BY A VIRUS, LOSS OF INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, CLAIMS OF ALL THIRD PARTIES, OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES ARISING OUT OR IN CONNECTION WITH THE USE OF THE SITE(S) OR ANY WEBSITE WITH WHICH THEY ARE LINKED AND YOU SO AGREE TO SUCH EXCLUSION. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY OR ANY OTHER LEGAL, CONTRACTUAL, STATUTORY, REGULATORY OR EQUITABLE BASIS TO THE GREATEST EXTENT AUTHORIZED BY LAW. FOR THE AVOIDANCE OF DOUBT, ESCROW.COM WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE, COSTS, OR EXPENSES INCURRED, OR SUFFERED BY A PARTY AS A RESULT OF THE SELLER, BUYER, BROKER OR AN AUTHORISED USER’S ACCESS OR USE OF OUR SERVICES OR INABILITY TO ACCESS OR USE OUR SERVICE, EXCEPT TO THE EXTENT CAUSED BY OUR GROSS NEGLIGENCE OR WILFUL MISCONDUCT. ESCROW.COM IS NOT LIABLE IN ANY WAY FOR ACTING IN ACCORDANCE WITH OR RELYING ON ANY INSTRUCTION, NOTICE OR DEMAND OR DOCUMENT FROM A PARTY OR PARTY’S AGENT ON THE PARTY’S BEHALF. ESCROW.COM IS NOT LIABLE FOR ANY MATTER RELATING TO A DISPUTE BETWEEN THE SELLER AND BUYER IN RESPECT TO AN AGREEMENT BETWEEN THE SELLER AND THE BUYER. EACH OF BUYER, SELLER AND BROKER CONSENT TO THESE LIMITATIONS OF LIABILITY.
24. Termination of Services. Escrow.com may suspend or terminate Your use of the Site or Escrow Services at any time, without notice, for any reason, in Escrow.com's sole discretion. Escrow.com will attempt to provide You with prior notice of the suspension or termination of your Account or the Escrow Services by sending You an e-mail, but Escrow.com is not obligated to do so, and may not do so where there is a risk to the security, privacy or integrity of the Escrow Services. You shall remain liable for all Escrow Transactions You initiate through the Site or Escrow Services prior to such termination, and the performance of Your obligations, including but not limited to, the delivery of the Merchandise or Seller Services and the payment of all amounts You owe prior to termination or discontinuation of Your use of the Escrow Services. You agree to pay all costs and expenses (including all reasonable attorneys' fees) that Escrow.com may incur in order to (a) collect any amounts You owe under the Escrow.com Terms of Service or (b) to initiate an arbitration or judicial proceeding to resolve a dispute between Buyer and Seller, as set forth in these Terms.
25. Non-Transferability of the Services by You. You may not assign the Escrow.com Terms of Service (including, specifically, the Transaction Escrow Instructions and Supplemental Escrow Instructions) to any other person or entity except to the extent required by Applicable Law. Your right to use the Escrow Services shall not be sold or transferred to any other person or entity without the prior written consent of Escrow.com. Any purported assignment or transfer by You without our prior written consent in violation of this provision shall be null and void.
26. Modifications. Escrow.com reserves the right to change any portion of these Terms, at any time, without prior notice, provided that no such change will apply to an Underlying Transaction once the Underlying Parties to such Underlying Transaction have agreed to the Transaction Escrow Instructions. You understand that the most recent version of these Terms will be located on the Site.
27. Notices. Notices from Escrow.com to You will be given by e-mail, or by general posting on the Site. You may contact Escrow.com by filling out the customer support form or such other email address Escrow.com posts as its address for notice on the Site in the most recent version of the Terms.
28. Miscellaneous. In the event of any dispute, claim, breach, or disagreement arising from or relating to the Escrow.com Terms of Service or to an Underlying Transaction, You agree to resolve such dispute in the manner set forth in these Terms. The Escrow.com Terms of Service shall be governed by the laws of the State of California. Any dispute shall be resolved pursuant to the Dispute Resolution and Governing Law/Venue provisions of these Terms. The Escrow.com Terms of Service constitute the entire agreement between Escrow.com and You relating to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, communications and/or advertising with respect to such subject matter.
29. Assignment. Escrow.com may assign these Terms to any current or future affiliated company and to any successor in interest. Escrow.com also may delegate certain Escrow.com rights and responsibilities under these Terms to third-parties.
30. Escrow Instructions. Once the Buyer and Seller (and Broker when applicable) have agreed to identical Transaction Detail Screens for a specific underlying Transaction, both Buyer and Seller (and Broker when applicable) have agreed to the Transaction Escrow Instructions and these Terms by selecting the "Agree" button at the bottom of the Transaction Detail Screens, these instructions shall constitute a binding agreement between all parties. No blank spaces shall exist on the Transaction Detail Screens as of the time the Buyer and Seller (and Broker when applicable) select the "Agree" button. After Buyer and Seller (and Broker when applicable) both select the "Agree" button, the terms, conditions, and other details of the Transaction Detail Screens constitute the Transaction Escrow Instructions to govern the Underlying Transaction between the Buyer and Seller (and Broker when applicable). Should it become necessary to add a supplemental instruction(s), or to make any addition to, deletion from, or alteration to the Transaction Detail Screens, all parties (Buyer, Seller, Escrow.com, and Broker when applicable) must execute any supplemental instruction, addition, deletion or alteration thereto (collectively the "Supplemental Escrow Instructions”). Escrow.com reserves the right to reject any Supplemental Escrow Instructions and to terminate the Escrow Transaction as provided herein. In accordance with California Civil Code 1633.8, Escrow.com may accept instructions that are created, generated, sent, communicated, received, or stored by the Underlying Parties using electronic means and by attaching the Underlying Parties’ respective Digital IDs. The Parties to the Underlying Transaction hereby agree to conduct the Escrow Transaction electronically. The Underlying Parties acknowledge that by entering the Transaction Escrow Instructions, they are able to electronically receive the Transaction Escrow Instructions, download the Transaction Escrow Instructions and print the Transaction Escrow Instructions. The Parties agree that all instructions must be written and that the Underlying Parties and Escrow.com are not obligated to follow or rely on any verbal or oral statements or instructions.
31. General Description of Services.
- The Underlying Parties may enter an Underlying Transaction for the sale and purchase of many different types of personal property, goods, or items (“Merchandise”), excluding those prohibited in these Terms or by Escrow.com. The Underlying Parties may also enter an Underlying Transaction for the provision of services (“Seller Services”), excluding those prohibited in these Terms or by Escrow.com.
- The Underlying Parties shall each log onto the Site daily to confirm the status of the Escrow Transaction. The status of any Escrow Transaction can only be confirmed by the Underlying Parties by logging into the Site. The accuracy of automated messages sent by Escrow.com must be confirmed by the Underlying Party by logging into the Site to check the status of the Escrow Transaction. Except as otherwise required by Applicable Law, the Underlying Parties may not rely on verbal or written advice from Escrow.com staff concerning the status of any Escrow Transaction.
- A Buyer and Seller may complete an Escrow Transaction with or without a Broker. When a Broker is involved, additional instructions specified below shall apply. A Broker shall become an Underlying Party only if the Broker is identified for the Escrow Transaction. Other brokers have no rights hereunder, and Buyer and Seller have the sole responsibility for financial arrangements with such brokers.
32. Shipping and Tracking of Purchased Items.
- Upon receiving Buyer’s cleared funds, and where the Merchandise is a physical item, Escrow.com will email Seller to ship the Merchandise, where appropriate, which will require Seller to log on to the Site to confirm secured funds, unless all Parties agree to a different method of notification. Upon Seller’s verification, Seller shall ship the Merchandise to Buyer based upon information provided in the Buyer’s profile or as otherwise provided in the Transaction Escrow Instructions, and Seller shall have the Merchandise insured for full value to Buyer. The Underlying Parties shall choose a shipping method that provides online tracking information. Seller will be responsible for all shipping damage if insurance is not available to cover the damage. Seller shall complete and submit the shipping information to the Site on the same day on which the Merchandise is placed in the carrier’s possession, confirmation of which shall be emailed to all Parties, unless they agree to a different method of notification.
- The Buyer Inspection Period (as agreed to on the Transaction Detail Screens) shall be calculated in calendar days and shall commence upon the first to occur of either:
- Buyer’s acknowledgment of receipt of Merchandise; or
- the Site’s receipt of verification of delivery to Buyer via the shipper’s or registrar’s tracking services.
- Unless otherwise expressly agreed to in writing by the Underlying Parties, if Seller has not shipped the Merchandise within 10 calendar days after Escrow.com sends notification (through email or posting on the Site) of Buyer’s deposit of immediately available funds, Buyer may request a return of the Escrowed Funds, minus the Escrow Fees, and Escrow.com will remit the funds back to Buyer after notifying the Underlying Parties.
- Unless the Underlying Parties agree otherwise, Buyer is responsible for any duties, customs fees or other charges resulting from an international Escrow Transaction, which shall be included in the purchase price. The shipping Party shall properly declare the Merchandise and its value for customs procedures.
- The Seller agrees to cooperate with and follow all additional instructions provided by Escrow.com to ship the Merchandise, not ship the Merchandise, or request return of the Merchandise, as directed by Escrow.com.
33. Buyer's Acceptance; Disbursement of Funds.
- During the Buyer Inspection Period, Buyer must either click the “Accept” or “Reject” button and follow all further instructions on the Site to accept or reject the Merchandise by following the instructions on the Site or on a partner marketplace site. For the avoidance of any doubt, the Buyer also has the option to reject the Merchandise. For clarity, acceptance or rejection are executed by way of clicking on the relevant buttons on the Site, clearly identifiable, confirming Buyer’s acceptance or rejection of the Merchandise. In the event that the Buyer fails to either click the accept or reject button on the Escrow.com platform, or through a partner marketplace or to follow all further instructions, then Buyer shall be deemed to be satisfied with the Merchandise and deemed to have accepted it. Notwithstanding the foregoing, for Escrow Transactions involving IPv4 Numbers, Buyer shall not be permitted to reject the IPv4 Numbers if the recipient Regional Internet Registry’s (“RIR”) Whois records reflect Buyer or its designee as the registrant of such IPv4 Numbers, and Buyer’s clicking of the “Reject” button shall have no effect on Escrow.com’s authority to close the Escrow Transaction or Seller’s (and Broker’s) right to receive the Escrowed Funds as set forth above.
- Escrow.com will disburse the Escrowed Funds as follows:
- If Transaction Escrow Terms reflect that Buyer has agreed to pay for shipping and/or any portion of the Escrow Fees, then those costs shall be collected as Buyer’s funds and remitted with the purchase price. At Close of Escrow, Escrow.com will pay Seller, from the Escrowed Funds, the purchase price and shipping fee itemized in the Escrow Transaction, less any payment for shipping fees (unless Seller has agreed to pay for shipping) and will disburse the Escrow Fees to Escrow.com.
- If the Transaction Escrow Terms reflect that Seller has agreed to pay for shipping and/or any portion of the Escrow Fees, then at Close of Escrow, Escrow.com will pay to Seller from the Escrowed Funds the purchase amount, less any fees due to Escrow.com, and less any other fees the Seller is obligated to pay (such as broker’s fees). Shipping fees will be deemed paid outside of the Escrow Transaction.
- If a Buyer Inspection Period ends without Buyer’s involvement, Escrow.com at its sole discretion may provide Buyer notice regarding the ending of the Inspection Period within 24 hours. Escrow.com is under no obligation to provide such 24-hour notice and shall not be liable if such notice is not provided. It is always the Buyer’s ultimate responsibility to login to the Buyer’s Account in the Escrow.com system and check the status of their transaction.
- Where a Buyer uses the Escrow Services through a partner marketplace, then the Buyer must click the accept or reject button for the Escrow Transaction on that partner marketplace and follow all instructions from Escrow.com in relation to the Escrow Transaction.
34. Buyer Rejection Process.
- Buyer is responsible for all Escrow Fees if the Escrow Transaction is cancelled, or the Merchandise returned. During the Buyer Inspection Period, Buyer may reject for any reason by clicking the “Reject” button and follow all other instructions on the Site for rejecting the Merchandise. Upon such rejection, Escrow.com will email Seller concerning Buyer’s rejection and return of the rejected Merchandise. Buyer shall promptly return the rejected Merchandise to Seller within 10 calendar days after receiving notice of the rejection, and shall insure, at Buyer’s expense, the returned Merchandise’s value during shipment to the place designated in Seller’s profile. Buyer shall be responsible for shipping the rejected Merchandise at Buyer’s expense (unless otherwise agreed by the Parties). For the avoidance of doubt, it is the Seller’s responsibility to notify Escrow.com of any change of address as soon as possible. If Seller does not advise Escrow.com of Seller’s change of address in writing at least 48 hours prior to a rejection of Merchandise under this Section, Seller agrees that Seller’s last known address as contained in the records of Escrow.com will be Seller’s current address for the purposes of this Section. Seller must reasonably cooperate to allow the opportunity for Buyer to return the rejected Merchandise if Buyer timely rejects the Merchandise. Seller agrees it will not take steps to avoid the return of rejected Merchandise. Buyer will be responsible for all shipping damage if insurance is not available for any reason to cover such damage. Buyer is aware that the Merchandise must be rejected in the manner described in these Terms to obtain a refund.
- If Buyer rejects Merchandise in violation of these Terms or any other terms of acceptance and rejection applicable to the Underlying Transaction, Seller shall not be prohibited by these Terms from pursuing any available right or remedy against Buyer available under Applicable Law.
- Buyer acknowledges and agrees that regardless of the reason for rejection, Buyer must return the rejected Merchandise to Seller for Escrowed Funds to be returned to Buyer. If Buyer fails to return the rejected Merchandise in accordance with these Terms within the specified time-period, Escrow.com is hereby authorized to pay Seller the Escrowed Funds, minus the Escrow Fees.
- If the Underlying Transaction involves a domain name and Buyer rejects the domain name within the Buyer Inspection Period, unless the domain name is being held by Escrow.com pursuant to a written agreement, Buyer must cause return of the domain name to Seller within 10 calendar days of Buyer’s rejection. If Buyer fails to cause return of the domain name timely, Escrow.com is hereby authorized to pay Seller the Escrowed Funds minus the Escrow Fees. Seller shall cooperate in the return process of the domain name. In the event the domain name transfer to Buyer has caused the Internet Corporation for Assigned Names and Numbers (ICANN) to impose a registrar lock, Seller will open an account at the receiving registrar to take possession of the domain name or the Escrowed Funds will continue to be held in escrow until this period expires and the domain name can be returned to Seller’s registrar.
- Notwithstanding anything to the contrary herein, for Underlying Transactions involving IPv4 Numbers, Buyer may reject the IPv4 Numbers only if the Whois records of the recipient RIR do not reflect Buyer or its designee as the registrant of the IPv4 Numbers (as confirmed by Escrow.com), in which case Buyer’s rejection shall be deemed Buyer’s automatic return of the IPv4 Numbers to Seller. If, in such event, Seller accepts the return of the IPv4 Numbers (as further described below with respect to IPv4 Numbers), Escrow.com shall refund the Escrowed Funds to Buyer, minus the Escrow Fees.
35. Authentication Services
- The following additional terms apply to Escrow Transactions that are referred to Escrow.com from an external online marketplace, including but not limited to eBay, where that marketplace applies an authentication service to Merchandise that is subject of an Escrow Transaction.
- Where Merchandise subject to an Escrow.com Transaction is purchased through an external marketplace, and where Escrow.com is used as a method of payment, the Underlying Parties will be bound by the Merchandise authentication rules and procedures of that external marketplace, when completing the Escrow.com Escrow Transaction.
- The relationship between the Underlying Parties and the referring external marketplace and Merchandise authentication service is independent of the relationship between the Underlying Parties and Escrow.com where it concerns the Escrow.com Escrow Transaction. In no circumstances will Escrow.com be liable for any loss suffered by the Underlying Parties resulting from the Underlying Parties’ engagement with an external marketplace or merchandise authentication service.
- When an external marketplace has a merchandise authentication service and the Underlying Parties engage with that authentication service, the progress of the Escrow.com Escrow Transaction may be determined in part by the outcome of that authentication service. When the Underlying Parties engage with an external Merchandise authentication service, the following will generally apply:
- When the authentication service and external marketplace determine that the Merchandise that is the subject of the Escrow Transaction is unauthentic or when authentication is unsuccessful, it is the responsibility of the Underlying Parties to engage with the authentication service and external marketplace to ensure the Merchandise is returned to the Seller.
- When the authentication service and external marketplace determine that the Merchandise subject of the Escrow.com Escrow Transaction is authentic or when authentication is successful, it is the responsibility of the Underlying Parties to engage with the authentication service and external marketplace to ensure the Merchandise is received by the Buyer. A determination made that the Merchandise is authentic or that authentication is successful will not affect the Buyer Inspection Period, and Buyer may reject the Merchandise for any reason by clicking the “Reject” button and following all other instructions on the Site for rejecting the Merchandise.
- When Buyer rejects the Merchandise and the external marketplace and authentication service require re-authentication of the Merchandise before it can be returned to the Seller, the Buyer must follow all instructions from the external marketplace and authentication service as to where to return the Merchandise for re-authentication. The Buyer must not return the Merchandise directly to the Seller when the external marketplace and authentication service require the Merchandise to be re-authenticated prior to the rejected Merchandise being returned to the Seller. When Escrow.com receives confirmation from the external marketplace that the rejected Merchandise has been successfully re-authenticated and returned to the Seller, Escrow.com will return funds to the Buyer in accordance with Applicable Law.
- In any event, the maximum number of times the authentication process can occur will be determined by the external marketplace and Merchandise authentication service, which operate independently of Escrow.com.
- The Underlying Parties authorize Escrow.com to rely on information it receives from the external marketplace and authentication service regarding the authenticity and location of the Merchandise, in deciding when to release funds to the Seller or return funds to the Buyer, to the extent permitted by Applicable Law.
- The Underlying Parties agree that when Merchandise is transacted through an external marketplace using Escrow.com as the payment method, Escrow.com will rely on information it receives directly from that external marketplace when deciding the status of an Escrow.com Escrow Transaction and whether to disburse Escrowed Funds.
- When the Underlying Parties use Escrow.com in connection with a transaction on an external marketplace and use its authentication service, Escrow.com shall in no circumstance be liable for goods that are not returned or in any way damaged or altered in connection with the authentication service or involvement of external marketplace in the Escrow Transaction.
- When merchandise that is subject of an Escrow Transaction is transacted using an external marketplace, and an authentication service is used in connection with that external marketplace, this authentication service is managed and operated exclusively by that external marketplace and not by Escrow.com. To the extent permitted by Applicable Law, it is the sole and independent obligation and duty of the Underlying Parties to satisfy any and all obligations to the external internet marketplace and authentication service in connection with the Escrow.com Escrow Transaction.
36. Shipping and Tracking of Returned Item.
- Following rejection of Merchandise in accordance with these Terms, Buyer shall ship rejected Merchandise to Seller at its address designated in Seller’s profile.
- Immediately upon shipping the rejected Merchandise to Seller, Buyer shall complete and submit, through the Site, the requested shipping information. Upon receipt of the shipping information, Escrow.com will email Seller the name of the carrier and tracking number supplied by Buyer. If Buyer effects the return of rejected Merchandise without following the guidelines in these Terms, then in addition to any other remedies that Escrow.com or Seller may have, Escrow.com will not return to Buyer any of the Escrowed Funds unless and until: (i) Seller confirms that the rejected Merchandise has arrived in the same condition in which it was originally sent by Seller; or (ii) there is a final Dispute Resolution, as specified in the Dispute Resolution section below, that requires Escrow.com to return any Escrowed Funds. Should no shipping be necessary for the return, then Seller and Buyer shall be free of the shipping and tracking obligations.
- The Seller Inspection Period shall commence upon the first to occur of either: (i) Seller’s acknowledgment of receipt of Merchandise; (ii) Escrow.com’s receipt of verification of delivery to Seller’s correct address via the shipper’s or registrar’s tracking services; (iii) Seller's failure to accept Buyer’s returned item in accordance with these Terms; or (iv) Seller’s failure to retrieve the returned Merchandise upon notification from the carrier and/or any governmental office of availability. Seller shall have five (5) calendar days following the date on which the Seller Inspection Period begins to inspect the returned Merchandise.
37. Seller’s Acceptance or Rejection of Return; Disbursement of Funds.
- Seller shall have five (5) calendar days following the date on which the Seller Inspection Period begins to click the “Accept” or “Reject” button and follow all further instructions on the Site to accept or reject returned Merchandise.
- During the Seller Inspection Period, should Seller:
- fail to click either the “Accept” or “Reject” buttons; or
- fail to follow all instructions to effectuate the acceptance or rejection of the returned Merchandise, then at the end of the Seller Inspection Period, Seller shall be deemed to be satisfied with the quality of the returned Merchandise and shall be deemed to have accepted it.
- Seller may reject the timely return of returned Merchandise only if it is returned in a condition other than the condition when first sent to Buyer. Should Seller reject the Merchandise during the Seller Inspection Period, the Underlying Parties shall negotiate during the Negotiation Period. Should they fail to provide a joint instruction during the Negotiation Period to Escrow.com, either of the Underlying Parties may institute binding arbitration (“Arbitration”) (in accordance with the Dispute Resolution section below) at any time within fourteen (14) calendar days following the Negotiation Period. If, as of the 15th calendar day following the end of the Negotiation Period, neither of the Underlying Parties has instituted Arbitration with notice to the other Parties, then Seller shall be deemed to have waived its rights to a return of all or any portion of the purchase price, the Escrow Transaction shall terminate, and Escrow.com shall return the Escrowed Funds, less the Escrow Fees, as provided herein.
- Upon the first to occur of either: (i) Seller’s acceptance of the returned Merchandise; (ii) the end of the Seller Inspection Period; or (iii) on the 15th calendar day following the Negotiation Period the failure of either Underlying Party to institute Arbitration and notify all Parties, Escrow.com will disburse the Escrowed Funds as follows:
- If the Transaction Escrow Terms reflect Buyer’s agreement to pay for shipping and/or any portion of the Escrow Fees, Escrow.com will pay Buyer the purchase price, less these costs, and Escrow.com will pay Seller for the shipping fee in the amount set forth in the Transaction Escrow Terms, disburse the Escrow Fees to Escrow.com and the balance to Buyer.
- If the Transaction Escrow Terms reflect Seller’s agreement to pay for shipping and/or any portion of the Escrow Fees, then Escrow.com shall pay Buyer the Escrowed Funds, minus the Escrow Fees.
- If the Underlying Parties agreed that the item will not be shipped to Buyer prior to the Close of Escrow, then Escrow.com will not deduct shipping fees.
- Once all costs are paid and funds are disbursed, the Escrow Transaction shall be deemed cancelled, with no further obligation due by the Parties under the Transaction Escrow Terms. Escrow.com reserves the right and while under no obligation may provide Seller up to 48 hours’ notice if an Inspection Period has ended without Seller’s involvement.
- Notwithstanding anything to the contrary herein, for an Escrow Transaction involving IPv4 Numbers, Buyer’s rejection of IPv4 Numbers still registered to Seller in the source RIR’s Whois records shall constitute automatic return of the IPv4 Numbers to Seller and the beginning of Seller’s Inspection Period. Seller may reject the return of the IPv4 Numbers only if Seller is able to provide Escrow.com (via login to the Site) independently verifiable information that in Escrow.com’s absolute discretion indicates that the transfer of IPv4 Numbers from Seller to Buyer has been approved, without express reservation or condition, by the applicable RIR(s) and that the applicable RIR(s) will not agree to rescind the approval or otherwise cancel the transfer. Unless the Underlying Parties otherwise agree to a different joint instruction to Escrow.com, upon Escrow.com’s confirmation that the recipient Regional Internet Registry (RIR) Whois records reflect Buyer as the registrant, Escrow.com shall close the Escrow Transaction and disburse the Escrowed Funds to Buyer, minus the Escrow Fees.
- Once Escrowed Funds have been deposited, if Seller fails to ship the Merchandise within the required 10-day period or within any longer time period upon which the Underlying Parties have agreed, except to the extent an earlier refund is required by Applicable Law, Buyer may request a refund of the Escrowed Funds through the support form (https://www.escrow.com/contact-us). Upon such request, Escrow.com shall be entitled to retain the Escrow Fees regardless of any other previous arrangement for allocation of the fees between the Underlying Parties. Seller may request the Escrow Transaction be cancelled and the Buyer refunded, less Escrow Fees and any additional charges for currency exchange, at any time until shipment. Seller may not cancel a domain name Escrow Transaction after the domain name has been secured in Escrow.com’s holding account. In the event of a cancellation after Escrowed Funds are received, or rejection of the Merchandise, Broker will not receive the commission unless otherwise stipulated in the Transaction Escrow Terms.
- Notwithstanding anything to the contrary herein, for Escrow Transactions involving IPv4 Numbers, the 10-day period for Seller to ship the Merchandise after escrow has been funded shall not apply. Buyer or Seller may cancel the Escrow Transaction, and each shall promptly notify Escrow.com of the cancellation. If either of the Underlying Parties requests cancellation of an Escrow Transaction pursuant to this paragraph, and the request for cancellation is alleged to be in violation of the underlying agreement, Buyer or Seller may pursue any right or remedy against each other (but not Escrow.com) available. Any claim against Escrow.com or involving the Escrow Services, Escrowed Funds, or Escrowed Property must be made pursuant to the Dispute Resolution process set forth below.
39. Escrow Transactions Involving a Broker. The Broker may initiate an Escrow Transaction providing the Buyer and Seller email addresses and any other required information. Once the Underlying Parties agree to the Escrow Transaction, including the Broker’s commission, Buyer will be prompted to send payment to Escrow.com. After Escrow.com verifies cleared funds, it will instruct Seller to transfer the Merchandise to Buyer. When Buyer or Escrow.com has confirmed Buyer’s receipt of the Merchandise, the Buyer Inspection Period shall begin. Upon Buyer’s acceptance or expiration of the Buyer Inspection Period, Escrow.com will disburse the Escrowed Funds, minus the Escrow Fees, to Seller and the Broker. In the event of a cancellation after Escrowed Funds are received or rejection occurs, the Broker will not receive the commission unless otherwise stipulated in the Transaction Escrow Terms.
40. Dispute Resolution.
- If a dispute, claim, question, disagreement, or breach (collectively, “Disputes”) occurs between the Underlying Parties concerning the Escrow Transaction, or any aspect of the Escrow Services, the Underlying Parties shall promptly notify Escrow.com in writing and use their best efforts during the Negotiation Period to resolve the Dispute. If they do so, they shall promptly notify Escrow.com by joint instruction of the resolution terms. If they are unable to do so, they shall submit the matter to Arbitration on or before the Arbitration Commencement Period ends and promptly email notice of commencement to Escrow.com. Before Buyer initiates Arbitration, Buyer must return the Merchandise to Seller.
- If any Dispute occurs between an Underlying Party and Escrow.com or concerning the Escrow Services, the Parties agree to submit to binding Arbitration in accordance with this Section. An Underlying Party with such Dispute must promptly notify Escrow.com of the Dispute in writing. The Underlying Party and Escrow.com will use their best efforts during the Negotiation Period to resolve the Dispute. If the Parties are unable to resolve the Dispute during the Negotiation Period, they shall submit the matter to Arbitration on or before the Arbitration Commencement Period ends in accordance with this Section.
YOU AGREE AND ACKNOWLEDGE THAT YOU ARE GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights with respect to Escrow.com to the maximum extent permitted by Applicable Law. You agree to resolve any Dispute between you and Escrow.com EXCLUSIVELY THROUGH BINDING ARBITRATION as set forth in this Section. Your rights with respect to any Dispute with Escrow.com will be determined by a NEUTRAL ARBITRATOR and NOT A JUDGE OR JURY. You are entitled to a fair hearing, but the Arbitration procedures may be simpler and more limited than rules applicable in a court. You understand and agree that any final decision of an Arbitrator with respect to Arbitration between you and Escrow.com is as enforceable as any court order.
Any Disputes brought by You must be brought exclusively in Your own capacity and not as a plaintiff or class member in any purported class or representative proceeding. Additionally, the Arbitrator may not consolidate more than one person’s Disputes against Escrow.com and may not otherwise preside over any form of a representative or class proceeding or award class-wide relief against Escrow.com.
- If Escrow.com has not received notice of Arbitration following the Arbitration Commencement Period, Escrow.com may terminate the Escrow Transaction and refund the Escrowed Funds to Buyer, minus the Escrow Fees. Escrow.com may (but has no obligation to) commence Arbitration, or to interplead the Escrowed Funds with a court of competent jurisdiction. If so, Escrow.com may use the Escrowed Funds to pay the fees to initiate Arbitration or to file an action and serve process except to the extent restricted or prohibited by Applicable Law. The Underlying Party instituting Arbitration shall notify the other Parties by sending written notice of demand for arbitration. The Underlying Parties shall accept service of the notice of arbitration or a Complaint and summons in connection with a judicial action via email at the addresses previously provided to Escrow.com by the Underlying Parties.
- Arbitration may be initiated with the American Arbitration Association (“AAA”), Judicial and Mediation Services, Inc. (“JAMS”) or Net-ARB Inc. (“net-ARB”) (each an “Arbitration Provider”), at the discretion of the commencing Party. The Arbitration shall take place in San Francisco, California, unless the involved Parties all agree to a different venue. The Arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. Except as modified by these Terms, and unless otherwise agreed upon by the parties in writing, the Arbitration will be governed by the Arbitration Provider’s published rules and procedures. In the event of a conflict between these Terms and one of the Arbitration Provider’s rules or procedures, these Terms shall control to the extent of such conflict.
- Unless the involved Parties agree otherwise, Arbitration shall be conducted before a single neutral arbitrator who is a member of AAA, JAMS, or net-ARB, (“Arbitrator”) with substantial experience in resolving commercial contract disputes. The commencing Party shall provide the Arbitration Provider with a copy of this arbitration provision and the names, contact information, and contact persons associated with the Underlying Parties and Escrow.com, with a copy to all other Parties (“Arbitration Request”). Escrow.com shall not be a party to the Arbitration to resolve a Dispute between the Underlying Parties unless Escrow.com voluntarily elects to participate. The Arbitration Request will request the Arbitration Provider to select an Arbitrator pursuant to the Arbitration Provider’s procedures. If the Arbitration Provider does not have such a procedure, the Arbitration Request will request the Arbitration Provider to identify three potential Arbitrators (“Arbitration Provider List”). No Underlying Party may request any specific Arbitrator be included on the Arbitration Provider List. Each Underlying Party may, within five (5) days after receipt of the proposed names, strike one name from the list. Thereafter, the Arbitration Provider shall appoint as Arbitrator a person whose name has not been struck and an alternate. If the Arbitration Provider does not timely appoint an Arbitrator and alternate, either Underlying Party may petition the San Francisco County Superior Court, San Francisco, California, for such appointment. Within ten (10) calendar days after the appointment, the Arbitrator shall schedule a planning hearing, which will be conducted by telephone and shall be held within the next ten (10) calendar days, to discuss scheduling, discovery, and any other issues in the Arbitrator’s discretion.
- The Arbitrator shall decide all gateway issues of arbitrability including whether the Dispute is subject to Arbitration in whole or in part and whether a Party’s litigation conduct constitutes a waiver of the right to demand Arbitration.
- The Arbitrator shall enter a default award if an Underlying Party fails to participate in the Arbitration.
- Unless the Underlying Parties (and Escrow.com if involved) agree otherwise as set forth herein, the Arbitration for transactions shall take place in San Francisco, California, at a date, time and location selected by the Arbitrator. The final hearing must be commenced within 120 calendar days after notice of the selection of the Arbitrator is served (by either the Arbitration Provider or the Superior Court, as the case may be). The parties must use commercially reasonable efforts to have the hearing concluded within 90 calendar days after it is commenced, although the parties agree an Arbitrator may, in its sole discretion, take a longer period of time to set the time for the hearing or make its determination or order. A decision shall be reasoned. Except where the Arbitrator determines to take a longer period of time, the parties shall use commercially reasonable efforts to have the decision rendered within 20 days after the conclusion of the final hearing.
- Subject to the prevailing-party shifting award specified below, each Underlying Party shall advance a pro-rata share of the Arbitrator’s expenses and fees, and the other arbitration expenses incurred or approved by the Arbitrator. Escrow.com will not be responsible for any portion of the Arbitration expenses and fees unless Escrow.com is a party to a Dispute under paragraph (b) above. An Underlying Party that fails to pay its share shall not be allowed to participate in the Arbitration and shall be subject to an order of default and resultant award by the Arbitrator. If an Underlying Party fails to pay its share, the other Underlying Parties shall pay pro rata the remaining costs. The Arbitrator shall add such payment in the final award to return the Underlying Parties to their position had proper payment been made.
- The Arbitrator shall award the prevailing Party his/her/its expenses and fees of Arbitration, reasonable attorneys’ fees, and witness fees in accordance with these Terms, the Federal Arbitration Act, and, as necessary, the applicable Arbitration Provider’s rules and procedures.
- A failure to respond or otherwise comply with a demand for Arbitration or to participate in the Arbitration will result in forfeiture of all rights of the non-complying Underlying Party concerning the dispute, including rights to the Escrowed Funds or any property associated therewith, and may result in a default judgment against that Underlying Party.
- An Arbitration award shall be final and binding upon the participating Parties to the Arbitration and judgment confirming the award may be entered in any court of competent jurisdiction. The Arbitrator shall serve a copy of the award on all Parties (including Escrow.com even if not involved in Arbitration).
- Except as required by Applicable Law, Escrow.com will take no action to close the Escrow Transaction or otherwise dispose of the Escrowed Funds until receipt of: (i) a joint instruction signed by all the affected Underlying Parties; or (ii) an order of the Arbitrator or court of competent jurisdiction directing action by Escrow.com. Escrow.com shall have no responsibility to initiate and/or continue to update the Underlying Parties regarding status of the Escrow Transaction, Arbitration, or judicial proceeding. If required by Applicable Law or if instructed by the Arbitrator, provided that all fees required of the Underlying Parties under these Terms are paid in advance, Escrow.com will place the Escrowed Funds into an interest-bearing account. The disposition of the interest earned to the Underlying Parties shall be decided concurrently with the resolution of the dispute. THE OBLIGATION OF ESCROW.COM AND ITS AFFILIATES SHALL BE LIMITED TO THE HOLDING AND DISBURSEMENT OF THE ESCROW FUNDS UPON INSTRUCTIONS SIGNED BY ALL UNDERLYING PARTIES OR AN AWARD FROM THE ARBITRATOR AND/OR JUDGE. Notwithstanding any of the foregoing, Escrow.com reserves the right at its sole discretion to interplead disputed funds related to any Escrow Transaction to a court.
- Escrow.com may, in its discretion, institute Arbitration or a judicial proceeding (including interpleading the Escrowed Funds with a court of competent jurisdiction) to resolve any Dispute in an Escrow Transaction.
41. Integrated Affiliate. If an entity’s site is integrated to the Site in whole or in part for the purpose of data transmission, that entity shall be considered an integrated affiliate (“Integrated Affiliate”) and shall be bound by the Transaction Escrow Instructions and Supplemental Escrow Instructions (if any) effective when the terms pass from Seller’s site (and Broker’s site when applicable) to the Site. Seller (and Broker when applicable) shall be bound by the Transaction Escrow Terms and any Supplemental Escrow Terms effective when Buyer clicks the “Agree” button, thereby attaching Buyer’s Digital ID.
42. Time Limits.
- Should the Site or the Escrow Services be unavailable, or the Underlying Parties jointly desire to extend the Buyer or Seller Inspection Periods, then Escrow.com may in its discretion extend such times, and will provide prompt email notification to all Underlying Parties. Except for Escrow.com extensions, the Inspection Periods shall not be modified.
- If the Site is unavailable to inform Escrow.com of any acceptance, rejection or return of an item, then the affected Underlying Party shall notify Escrow.com within the applicable time limit either by calling Escrow.com +1-415-801-2270 or emailing from the support form (https://www.escrow.com/contact-us). This notification will not be considered effective until Escrow.com notifies the Underlying Parties of receipt via email or by updating the Transaction Detail Screen.
- All Escrowed Funds payable to one of the Underlying Parties shall be paid as soon as possible to the applicable Account following Buyer’s acceptance, Seller’s acceptance, or the resolution of a dispute. If Buyer overpays, Escrow.com shall reimburse the overpayment upon the Close of Escrow. If an Underlying Party is overpaid, the recipient shall promptly return the overpaid amount to Escrow.com. The recipient shall also pay any postage costs and/or wire fees if an alternate payment is requested. The Underlying Parties shall also hold Escrow.com harmless from any loss arising from currency conversion.
- If Buyer chooses credit card as the method of payment, Escrow.com may charge Buyer’s credit card when Buyer selects the Form of Payment from the Transaction Detail Screen. Buyer shall provide documentation to validate identity. Escrow.com may refuse a credit card or other form of payment for any reason and need not disclose the reason. If refusal occurs, the Escrow Transaction shall be considered cancelled twenty (20) calendar days after Escrow.com’s notification to Buyer of the refusal and Buyer’s failure to cure within that period. All Escrowed Funds disbursements shall be made by mailing a regular check, unless otherwise requested by the payee. Alternatively, the payee may receive a credit back to a credit card or other payment source if authorized to do so by the credit card company or other payment source.
- Payments made by check shall be subject to a 10-day hold.
- Due to processing delays, payments by credit card, debit card or PayPal Account shall not be on deposit with Escrow.com until the Business Day on which the funds are actually deposited into Escrow.com’s designated account.
- Escrow.com does not accept forwarding or ‘pushing’ of ACH payments to escrow accounts. An ACH payment will only be accepted where it has been expressly approved and authorized by Escrow.com in writing and in advance of that ACH payment being made. Where the Underlying Parties request approval for payment by ACH, and where this method of payment is approved by Escrow.com for an Escrow Transaction, the ACH payment will be initiated by Escrow.com or its payment gateway and not by the Underlying Parties. In no circumstances will an ACH payment be accepted as a valid payment where it is forwarded, initiated, or ‘pushed’ into an escrow account by the Underlying Parties to an Escrow Transaction. It is understood that any ACH transaction must comply with U.S. laws and NACHA rules. Except as required by Applicable Law, Escrow.com is not responsible for any errors in the completion, accuracy, or timeliness of any transfer properly initiated by Escrow.com in accordance with joint written instructions occasioned by the acts or omissions of any third-party financial institution or a party to the transaction, or the insufficiency or lack of availability of Your funds on deposit in an external account. In the instance that a refund is required from a transaction funded via ACH, Escrow.com requires the party responsible for funding the transaction to submit a recall request from the originating institution. If the institution is unable to execute a recall, we must receive written notification stating that the institution cannot perform a recall. With further consideration, a refund may be executed by Escrow.com.
- Upon any payment or other disposition of the Escrowed Funds, the Escrow Transaction shall be deemed closed and final with no further obligation by the Parties. If after an Escrow Transaction is closed and Escrow.com has distributed proceeds, a Buyer (and Broker when applicable) who has made a payment by ACH or credit card instructs the bank or card issuer to stop payment or make a charge back so that Escrow.com does not receive the payment or the previous credit from the bank or card issuer is reversed or “charged back”, Buyer (and Broker when applicable) shall be deemed to have materially breached these Terms. If such breach occurs after the Escrow Transaction closes, damages in the amount of the stopped payment, reversal or chargeback plus an additional amount equal to Escrow.com’s actual costs, losses, or damages as a result of such stopped payment, reversal, or chargeback will be imposed, which amount is reasonable in light of (i) the anticipated or actual harm caused by the breach; (ii) the difficulties of proof of loss; and (iii) the inconvenience or non-feasibility of otherwise obtaining an adequate remedy.
44. Escrowed Funds.
- In accordance with California Financial Code § 17409 (and similar code sections of other states’ laws, as applicable), Escrow.com will hold Escrowed Funds in a non-interest-bearing deposit account with any institution acceptable to the California Department of Financial Protection and Innovation (or similar state agency of other states) and insured by the Federal Deposit Insurance Corporation. The maintenance of such accounts may result in Escrow.com’s or its Affiliates’ receiving certain bank services, accommodations, or other benefits by the bank, none of which shall redound to the Underlying Parties’ benefit.
- Unless otherwise requested as specified herein and permitted by law, the Escrowed Funds do not earn interest. If the Underlying Parties anticipate an extended period before the Close of Escrow, they may jointly request by email, and Escrow.com may approve, in its discretion, the deposit of the Escrowed Funds into an interest-bearing deposit account, in compliance with California Financial Code § 17409 (and similar code sections of other states’ laws, as applicable), Escrow.com will maintain the account at the bank holding Escrow.com’s other deposit accounts. If Escrow.com approves the request, it will charge a one-time nonrefundable fee of $100.00 to the Underlying Party to whom the interest is due and payable.
45. Unclaimed Funds.
Escrow.com will escheat unclaimed Escrowed Funds in accordance with Applicable Law.
46. Changes to Contact Information. You agree to notify us immediately of any changes to Your contact information, including Your email address, residential, business and/or mailing address, and telephone number(s), so that all Your records at Escrow.com can be updated accordingly. You authorize us to send information and inquiries to the email address we have on file for Your Account.
- The Underlying Parties shall indemnify, defend and hold harmless Escrow.com, its Affiliates and the respective officers, directors, shareholders, employees and assigns of Escrow.com and its Affiliates from, against and in respect of any and all third party tort claims, suits, actions, and proceedings (collectively, “Claims”) to the extent that such third-party Claims arise from the negligent acts, errors, or omissions of the Underlying Parties relating to the use of the Escrow Services or a breach of the Escrow.com Terms of service, including: non-payment or insufficient payment of Escrow Fees or any other charge; any chargeback from a card organization; or reversal or nonpayment of any credit or debit entry. The foregoing also applies to all judgements, settlements, liabilities, damages, demands, taxes, charges, expenses and legal and other expenses (including without limitation reasonable legal fees and expenses of attorneys), arising out of such third-party Claims. The indemnification obligation shall be due from the Underlying Party(ies) causing the harm to Escrow.com. If more than one Underlying Party owes an indemnification obligation, the obligation shall be joint and several. The foregoing indemnities shall survive the termination of these Terms.
- You further agree to release, indemnify, and hold Escrow.com, including its Affiliates, and our respective officers, directors, shareholders, employees and assigns harmless from and against all liability, claims, damages, actions or losses caused by or arising from Your conduct in connection with:
- all losses or costs suffered or incurred by Ecrow.com, including Disputes.
- any failure by You to pay fees.
- any failed or cancelled Escrow Transaction including for the avoidance of doubt any chargebacks from a card organization or reversal or nonpayment of any credit or debit entry.
- any misrepresentation, breach of contract or failure of consideration in relation to Your dealings with a Party including for the avoidance of doubt, any dispute(s).
- any failure by You to provide correct information to us.
- any failure by You to update Your personal or business contact information in accordance with these Terms.
- Any breach by You of Your obligations under or in connection with these Terms.
48. Communications Among Parties. Unless otherwise agreed by all Parties or specified herein, all communications shall be via email and with respect to Underlying Parties, to the last address provided in the user profile. All agreements separate from the Transaction Escrow Terms shall be in writing and signed by the affected Underlying Parties or Parties. The Underlying Parties shall use the Site to verify the accuracy of all emails from Escrow.com. In accordance with California Civil Code § 1633.15, an electronic record shall be deemed sent when the information is properly addressed or directed to its intended recipient, and either: (a) enters an information processing system outside the control of the sender; or (b) enters a region of an information processing system under the recipient’s control. An Underlying Party unable to use the Site after the Escrow Transaction has commenced may contact Escrow.com by telephone at +1-415-801-2270 from 8:00 a.m. to 4:00 p.m. in San Francisco, California for alternative methods of signature and acknowledgment. The Parties shall only be required to employ alternative communication methods reasonable under the circumstances. In accordance with California Civil Code § 1633.5, if Seller sells Merchandise by both electronic and non-electronic means, and a Buyer purchases Merchandise by an electronic transaction, Buyer may refuse to conduct further transactions regarding the Merchandise by electronic means, in which case the Parties must acknowledge the arrangement, failing which Escrow.com may terminate the Escrow Transaction.
- Escrow.com shall create, issue and verify Digital IDs for all Underlying Parties. In accordance with these Terms and California Civil Code § 1633.9, the Uniform Electronic Transaction Act, and similar laws, Digital IDs shall be considered “electronic signatures” attributable to the person as if the Digital ID were the act of the person, and may be shown in any manner, including any security procedure employed for verification purposes.
- Digital IDs are attached to all accepted electronic documents and notification emails. Buyer’s Digital ID is attached to all accepted documents when Buyer clicks the “Agree” button. Seller’s Digital ID is attached to all electronic documents when Seller clicks the “Agree” button and documents are transmitted from Seller to the Site. A Broker’s Digital ID is attached to all accepted documents when the Broker initiates the Escrow Transaction by providing the initial email addresses of Buyer and Seller. Notwithstanding anything to the contrary, Escrow.com may require ink signatures on hard copy documents, including any or all of the Transaction Escrow Terms.
- Escrow.com is committed to adhering to all applicable Anti-Money Laundering and Terrorism Financing Laws. To comply with the regulatory obligations and global economic and other sanctions, we conduct screening and comply with the requirements of Applicable Law.
- We will collect information about Your identity such as Your full name, date of birth, residential address, and identification number, where applicable and verify the information electronically or using documents we obtain from You.
- For us to confirm Your identity electronically, we may disclose Your personal information to an identity verification service.
- For a non-individual (such as a corporation, partnership, or trust), You must provide to us documents showing the legal existence of the entity.
- While Your identity is being confirmed, or if we are unable to confirm Your identity, we may be unable to provide the requested Escrow Services.
50. Escrow.com’s Rights; Disputes.
- If Escrow.com believes that the Escrow Transaction violates the Escrow.com Terms of Service or may violate Applicable Law, then it may terminate the Escrow Transaction and, in Escrow.com’s sole discretion, may seek relief in a judicial proceeding or take other actions it deems appropriate.
- If any Dispute between the Underlying Parties is not resolved within a reasonable time, as determined by Escrow.com, or a conflicting demand is made upon it, Escrow.com may demand Arbitration or institute a judicial proceeding or take other actions it deems appropriate.
51. Authority. The natural person who clicks the “Agree” button on behalf of an Underlying Party certifies that he/she: (a) is of majority age in the jurisdiction in which he/she resides; (b) has read and agrees to be bound by the Escrow.com Terms of Service; and (c) has authority to act for the entity which he/she is representing.
52. No Representations or Warranties. Escrow.com makes no representation or warranty concerning, and assumes no responsibility for, the legality of the Underlying Transaction or the Escrow Transaction, the condition of the Merchandise purchased and sold, sufficiency of instruments conveying ownership, or agreements therefor. Payment of sales tax, utilities, performances of the Underlying Parties, transfer of insurance policies or warranties, legality of the Underlying Transaction and Escrow Transaction or legal effect thereof or any other matters not expressly covered in the Escrow.com Terms of Service are deemed outside of the Escrow Transaction, and neither Escrow.com nor any of its Affiliates shall have any responsibility therefor.
53. Entire Agreement/Conflict Resolution.
- The Escrow.com Terms of Service constitute the entire agreement among the Parties concerning the subject matter thereof and supersede all prior or contemporaneous understandings, agreements, or communications concerning such subject matter.
- If there is a conflict between the General Escrow Instructions and either the Transaction Escrow Instructions or the Supplemental Escrow Terms, the General Escrow Instructions shall control first, to the extent of such conflicting terms. In the event of a conflict between the General Escrow Instructions and these Terms, these Terms shall control first, to the extent of such conflicting terms.
- Nothing in the Escrow.com Terms of Service is intended to affect the separate agreements between or among the Underlying Parties, and the separate agreements have no effect on Escrow.com.
54. No Third-Party Beneficiaries. Except as otherwise provided with respect to officers, directors, shareholders, employees and assigns of Escrow.com and its Affiliates, there are no intended third-party beneficiaries of the Escrow.com Terms of Service.
55. Survival. All provisions of the Transaction Escrow Terms that contemplate performance or abstention following termination of the Escrow Transaction, and all rights and remedies that accrue before termination, shall survive termination. This specifically includes, but is not limited to, the Dispute Resolution provisions of these Terms.
56. Governing Law; Jurisdiction; Forum Selection.
- These Terms and all other provisions of the Escrow.com Terms of Service shall be governed by and construed in accordance with the laws of
- For Australian users, the State of New South Wales, Australia.
- For Canadian users: the Province of British Columbia.
- For United States users and all other regions: the State of California
without regard to the choice or conflicts of law provisions of any jurisdiction. Should there be a jurisdictional conflict between buyer and seller, the seller's jurisdiction takes precedence for these Terms.
- In any action to enforce or that otherwise concerns the Transaction Escrow Terms, including an action to confirm or vacate an Arbitration award, the Parties shall submit to personal jurisdiction to the courts of the State of California and litigate exclusively in the courts located in San Francisco County, California. The Parties intend this forum selection to be mandatory and not permissive. Each Party hereby waives any right to object to venue or jurisdiction or to assert the doctrine of forum non conveniens or similar doctrine to avoid the exclusive forum selection.
57. Reasonable Attorneys’ Fees and Expenses. In any formal legal action, lawsuit, or Arbitration to enforce or that otherwise concerns the Escrow Transaction or the Underlying Transaction, the prevailing Party shall recover its reasonable attorneys’ fees and expenses from the losing Party incurred in Arbitration, trial court, appellate, mediation, bankruptcy, any counterclaim to a lawsuit filed by the other party and proceedings to fix the reasonable amounts of attorneys’ fees and expenses. The Arbitrator shall award reasonable attorneys’ fees and expenses incurred in the Arbitration to the prevailing Party against the losing Party. Attorneys’ fees and expenses include fees and expenses of Escrow.com’s in-house counsel.
58. Severability. If any provision of the Transaction Escrow Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
59. Headings. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
60. Force Majeure. If a Party’s performance of its obligations under the Escrow.com Terms of Service is impeded by any condition beyond that Party's reasonable control, including an act of God such as earthquake, hurricane, tornado, flooding, or other natural disaster, or in the case of war, action of foreign enemies, terrorist activities, labor dispute or strike, government sanction, blockage, embargo, or failure of electrical service or electronic or communication systems, or the similar conditions or epidemics, pandemics or outbreak of communicable disease; quarantines; international, national or regional emergencies; or any other cause, whether similar in kind to the foregoing or otherwise, beyond the party’s reasonable control (“Force Majeure Condition”), the affected Party will be excused from performance and shall resume performance promptly on cessation of the Force Majeure Condition, providing notice of the circumstances and updates to all other Parties.
61. Non-Waiver. Escrow.com’s failure to exercise or enforce any right or provision of the Transaction Escrow Terms shall not waive such right or provision unless agreed to by Escrow.com in writing.
62. Questions about the Services. You may inquire about payments made through the Escrow Service by calling the toll-free number that appears on the Site or by filling out the customer service form (https://www.escrow.com/contact-us). If You believe an error has been made or there has been any unauthorized use of Your Account or the Escrow Services, You agree to call or send an e-mail as soon as possible, but no later than forty-eight (48) hours after You become aware of an error. When You contact Escrow.com, please be prepared to provide Your name, Escrow.com reference number and the email address You have registered on the Escrow.com site.
63. Continuing Agreement. If You are a registered User of the Site, each time You request the Escrow Services will constitute Your agreement to these Terms, as amended from time to time in Escrow.com's sole discretion, and evidence that You have read, understood and accepted the then applicable terms of using the Escrow.com platform.
65. Signature Confirmation by Parties to these Terms and Conditions. Each Parties’ respective acknowledgement to these Terms by acknowledgement of the same on the Site constitutes each Party’s signature and agreement to these Terms.
66. Domain Names Addendum. If the property to be sold through the Underlying Transaction qualifies as a domain name, the Terms include the provisions set forth in Addendum 1 to these Terms.
67. IPv4 Numbers Addendum. If the property to be sold in the Underlying Transaction qualifies as an IPv4 number, the Terms include the provisions set forth in Addendum 2 to these Terms.
68. Motor Vehicle Transactions Addendum. If the property to be sold in the Underlying Transaction qualifies as a Motor Vehicle, the Terms include the provisions set forth in Addendum 3 to these Terms.
69. State or other Law Addendum. Although one or more the Underlying Parties and the Escrowed Property or Merchandise may be a citizen of and/or physically located in a location, venue or jurisdiction other than California, the Underlying Parties all represent and agree that the Escrow Transaction and Escrow Services are deemed to be coordinated and taking place in California.
70. Electronic Signatures. For purposes of the Escrow.com Terms of Service, “electronic signature” means any electronic sound, symbol, or process attached to or logically associated with a record that is executed and adopted with the intent to sign such record. Specifically, You agree that an electronic signature includes, without limitation, typing your name, or clicking a checkbox or button labeled “I agree” (or similar words). Additionally, You specifically agree that the electronic signatures included in these Terms are intended to authenticate the Escrow.com Terms of Service and have the same force and effect as manual signatures in accordance with, and to the fullest extent permitted by, the Uniform Electronic Transactions Act and all similar laws.
71. Consent to Electronic Communications. You understand and agree that Escrow.com may provide You all communications and documents, whether initiated by Escrow.com or requested by You, electronically as further explained below until You withdraw Your consent as provided in this section. Your consent applies to the Escrow Services and includes, but is not limited to the following types of communications and documents (collectively, “Communications”): all legal and regulatory disclosures, notices, and communications associated with our services; this agreement and any supplemental, additional, or modifying terms or agreements; privacy or data security notices and policies; responses to Your inquiries, complaints, claims, or any other communication; account statements and notices; any other written instrument, report, notice, or information required to be provided by the Escrow.com Terms of Service or Applicable Law.
Notwithstanding Your consent to receive all Communications electronically, Escrow.com reserves the right to require You to provide Communications to Escrow.com on paper or in another format according to Escrow.com’s sole discretion.
Escrow.com reserves the right at its sole discretion to discontinue the provision of electronic Communications. Escrow.com will provide You with notice of any such discontinuation as required by Applicable Law. Additionally, Escrow.com reserves the right, but assumes no obligation, to provide paper instead of electronic copies of Communications that You have authorized Escrow.com to provide electronically.
All Communications that Escrow.com provides electronically may be provided by email, on the Site, through a mobile app, or by mobile phone text message if You have opted to receive such text messages.
In order to view and retain electronic Communications, You must have: (i) a computer, tablet, or mobile phone with access to the Internet and capable of running the latest supported version of Internet Explorer, Firefox, Safari, or Chrome; (ii) sufficient electronic storage capacity on Your computer or device or cloud storage account to receive Communications; (iii) an active email account; and (iv) access to a printer. By consenting to receiving Communications electronically, You also are confirming that You have the foregoing hardware and software and that you are able to receive and review electronic Communications.
You understand and agree that for purposes of the Escrow.com Terms of Service as well as any other legal purpose, electronic Communications from Escrow.com to You will be considered to have been delivered “in writing.” You should download and/or print a copy of any Communications for Your records.
You may withdraw Your consent to receive Communications electronically at any time. Your withdrawal of consent will become effective after Escrow.com has received written notice of Your withdrawal of consent and has had a reasonable opportunity to act upon it. To withdraw Your consent to receive Communications electronically You must contact us by email. If You withdraw consent, all prior Communications delivered electronically before You withdrew Your consent will remain valid, enforceable, and legally binding.
However, You hereby acknowledge and agree that if You withdraw Your consent to receive Communications electronically, Your ability to access and use the Escrow Services will be terminated.
End of General Escrow.com Terms and Conditions.
See Addendums 1 through 4 attached hereto.
Revised February 5, 2024 (the “Effective Date”).
DOMAIN NAME TRANSACTIONS
- This Addendum incorporates by reference as if set forth in full herein the General Escrow.com Terms and Conditions (“Terms”). If there is any conflict of any terms between this Addendum and the Terms, and the Underlying Parties do not all expressly agree otherwise in writing, the Terms control.
- This Addendum applies only to transactions involving domain names.
- If the property sold in the Escrow Transaction qualifies as a “domain name,” Escrow.com will release Escrowed Funds only when the transfer of the domain name has been confirmed by Escrow.com (at its option), or Buyer has notified Escrow.com of receipt of the transfer and allowed the Buyer Inspection Period named in the Transaction Detail Screen to expire or has accepted the transfer. Seller shall transfer a domain name to Buyer based upon information provided in Buyer’s profile. Seller shall provide the username and password and/or authorization code, if any, necessary to access the domain name to Buyer before releasing the Escrowed Funds. Should Seller agree to accept payments from Buyer for a domain name, and request that Escrow.com hold the domain name while these payments are being made, then Buyer, Seller and Escrow.com shall execute a separate agreement in form and content acceptable to all Parties to govern Escrow.com’s holding of the Escrowed Property.
- If an Escrow Transaction requires Escrow.com to hold the Domain Name for a designated period (“Domain Name Holding Transaction”), the Underlying Parties agree to be bound by the domain name holding instructions, terms, and documents set out at https://www.escrow.com/domain-name-holding, and any other written terms or conditions agreed to by the Underlying Parties and Escrow.com. Escrow.com may reject, for any reason or no reason, any such additional terms or transaction documents, and any Supplemental Escrow Terms, or terminate the Escrow Transaction as provided herein. In a Domain Name Holding Transaction, the Underlying Parties may not assign their rights without all Parties’ consent (including Escrow.com’s). Notwithstanding the foregoing, Seller’s requests to Escrow.com to have Escrowed Funds paid to a third party or entity who is not an Underlying Party are not considered an assignment. Escrow.com may, at its sole discretion, reject Seller’s request to have Escrowed Funds paid to a third party who is not an Underlying Party.
- In the standard domain name process, the following steps occur: (1) both Buyer and Seller agree to terms; (2) Buyer deposits funds in escrow; (3) Escrow.com advises Seller of receipt and directs Seller to transfer the domain name to Buyer; and (4) Once the Buyer confirms control of the domain name through the inspection period, the funds are released to the Seller.
- At the election of the Buyer and Seller (and Broker as applicable), the Underlying Parties may agree to a “Concierge Process.” The Concierge Process is only available when the transfer is a domain name only (no content). Because there is no content, there is no need for an inspection period. The Buyer is not able to reject the domain name once both the funds and the domain name are received by Escrow.com. Both the purchase funds and the domain name are transferred into escrow. In the Concierge Process, the following steps occur: (1) both Buyer and Seller agree to terms; (2) Buyer deposits the funds into Escrow; (3) Escrow.com prompts Seller to transfer the domain name into Escrow.com’s designated registrar account; and (4) once the domain name is in escrow, Escrow.com releases the funds to Seller and transfers the domain name to Buyer.
- Delinquent Domain Name Holding Transactions: In cases where a domain name remains in Escrow.com’s holding account with unpaid escrow amounts and unpaid Holding Fees, Escrow.com reserves the right to levy the Holding Fee from that time on annually in advance.
- Broker Appointment and Sale of Domain: In cases where a domain name remains in Escrow.com’s holding account with unpaid escrow amounts and unpaid holding fees for one year or more, Escrow.com reserves the right to appoint a domain broker to facilitate the sale of such domain. The selection of the broker shall be at Escrow.com’s sole discretion.
- Reimbursement and Allocation of Sale Proceeds: The proceeds from the sale of an abandoned domain will first be used to reimburse Escrow.com for the broker's fees and any outstanding fees or expenses owed to Escrow.com. This includes, but is not limited to, domain registration fees, holding fees, and accrued interest on unpaid amounts. Any remaining funds after these deductions will be paid out in accordance to meet any remaining funds owed under the escrow instructions.
- Liability for Domain Expiry: It is the responsibility of the parties to ensure enough time on the domain is in place before the DNH starts. Note that time typically resets on a registrar transfer so this will need to be ensured during the transfer process. Escrow.com shall not be held liable for the expiration of a domain name held in its account if the domain name registration fees have not been paid in advance by the parties.
- Notification of Actions: Prior to appointing a broker or initiating the sale of an abandoned domain, Escrow.com will notify the seller of any actions taken regarding the sale or management of an abandoned domain via the email address on record with Escrow.com. A reasonable effort will be made to ensure the seller is informed and has an opportunity to rectify outstanding fees before the sale of the domain.
- Domain Registration Fees. Charges incurred for domain name registration are not subject to refunds, either in full or partially, regardless of whether the registration of your domain name is suspended, cancelled, or transferred before the conclusion of the current term of registration.
IPv4 NUMBER TRANSACTIONS
- This Addendum incorporates by reference as if set forth in full herein the General Escrow.com Terms and Conditions (“Terms”). If there is any conflict of any terms between this Addendum and the Terms, and the Underlying Parties do not all expressly agree otherwise in writing, the Terms control.
- This Section applies only to Escrow Transactions involving IPv4 Numbers (as defined below).
- For purposes of this Addendum, “IPv4 Numbers” means the IPv4 address range specified by the Underlying Parties in the Transaction Detail Screens.
- IPv4 Numbers shall be deemed personal property.
- The Underlying Parties shall identify at the commencement of the Escrow Transaction the applicable regional Internet registry(ies) (“RIR”) that will be initiating (the source RIR) and finalizing (the recipient RIR) the transfer of the registration of the IPv4 Numbers. The source RIR of the Seller and the recipient RIR of the Buyer may either be the same RIR or different RIRs.
- “Ship” or “Shipped” means Seller has either:
- submitted a request to the source RIR to transfer the registration of the IPv4 Numbers to Buyer and satisfied the source organization transfer policy requirements imposed on Seller by the applicable RIR, which may include payment of a transfer fee to the source RIR, and has provided notice of the foregoing to Escrow.com via login to the Site, or
- delivered the IPv4 Numbers to Buyer In accordance with an alternative transfer or delivery process set forth in the underlying agreement between Buyer and Seller.
- Buyer shall be deemed to have received the IPv4 Numbers and the Buyer Inspection Period specified in the Transaction Detail Screens shall commence upon the earlier to occur of:
- Escrow.com’s confirmation of the transfer of IPv4 Numbers by presentation of Whois records of the recipient RIR reflecting Buyer as the registrant of the IPv4 Numbers, or
- Buyer’s confirmation of receipt of the IPv4 Numbers and providing notice of receipt to Escrow.com via login to the Site.
- Escrow.com shall close the Escrow Transaction and release the Escrowed Funds to Seller (and Broker, where applicable), minus the Escrow Fees, at the earlier to occur of:
- Buyer allowing the Buyer Inspection Period specified in the Transaction Detail Screens to expire, or
- Buyer accepting the IPv4 Numbers.
MOTOR VEHICLE TRANSACTIONS
- This Addendum incorporates by reference as if set forth in full herein the General Escrow.com Terms and Conditions (“Terms”). If there is any conflict of any terms between this Addendum and the Terms, and the Underlying Parties do not all expressly agree otherwise in writing, the Terms control.
- This Addendum applies only to Escrow Transactions involving motor vehicles.
- Escrow.com facilitates the purchase, and sale of motor vehicles between Buyer, Seller (and Broke when applicable). Escrow.com does not determine legal ownership of the motor vehicle and does not verify title. Escrow.com can provide a lien service, if selected by the Underlying Parties, in conjunction with the motor vehicle purchase. Legal ownership is accomplished outside of escrow following satisfaction of the financial lien(s) and release of titles identified by registration (“Titles”). Escrow.com may, in its sole discretion, assist the Parties through the process of obtaining a motor vehicle lien payoff demand and lien release instructions and arranging instructions to transfer the release of the title from the Seller or the lienholder to the Buyer. All the details of the shipping of the vehicle and title release are coordinated directly between Buyer and Seller, outside of Escrow Services.
- Escrow.com does not take possession of a motor vehicle at any time during the Escrow Transaction.
- Escrow.com is not responsible for the transfer of the motor vehicle or its title from Seller to Buyer or Buyer to Seller.
- Buyer and Seller are both responsible to register their own Account with Escrow.com and provide all the requested information including vehicle description, make, model, year, Vehicle Identification Number (“VIN”), sale price, shipping terms, Buyer Inspection Period and any other information agreed to or requested on the Site to complete their Underlying transaction. Buyer is responsible to determine that Seller has proof of ownership to Buyer’s satisfaction. Seller is responsible to determine any lien amount to Seller’s satisfaction. Escrow.com does not verify the lien balance.
- Buyer and Seller are both encouraged and recommended to check and confirm with the lien holder the amount of the Lien and the lienholder’s policy and procedures on lien release and title release. The Underlying Parties understand and acknowledge that financial institutions have their own policies. Some will agree to release the title to the new owner, others will release it to the owner of record and cause the owner of record to transfer it to the Buyer. Buyer and Seller are both encouraged and recommended to check and confirm with their own local department of motor vehicles or equivalent agency (“DMV”) and the DMV of the other party, if different than their own, and determine what the DMVs require an what their policies are for a title release, transfer, and/or registration of title. Once the Underlying Parties mutually agree to all required terms, the Parties can proceed with creating the Underlying Transaction on the Escrow.com website.
- After Buyer and Seller agree to the purchase amount and the funds are secured with Escrow.com, Escrow.com will obtain the lien payoff demand from the lien holder and send the same to Buyer and Seller. Escrow.com does not negotiate or determine the lienholder policies, procedures, or payoff demand. If the lienholder demands more to release the lien than Escrow.com is holding, Buyer and Seller mustagree how the difference will be paid, provide a joint escrow instruction in that regard, and fund that amount per their agreement to Escrow.com so that Escrow.com may ensure the vehicle will be paid in full to be able to obtain the lien release. If they cannot agree, the Escrow Transaction will be cancelled.
- Escrow.com cannot guarantee the title will be sent to the Buyer once the lien is paid. If the lienholder snds the title to the Seller, the Seller is responsible to send it to the Buyer outside of escrow. Escrow.com can only guarantee that the lien is paid. The Underlying Parties acknowledge and agree it may take weeks to obtain the title and that such process is outside the control of Escrow.com.
- The Parties understand and acknowledge that Titles are required for vehicles to cross international borders.
OTHER STATE LAWS
- This Addendum applies only to Transactions involving the laws of states other than California.
- Escrowed Funds for Arizona Buyer and Sellers
- Unless all parties to the escrow instruct Escrow.com otherwise in writing, Escrow.com shall deposit and maintain all monies deposited in escrow to be delivered on the close of escrow or on any other contingency in a bank, savings bank or savings and loans association doing business in the state of Arizona and Escrow.com shall keep the escrow monies separate, distinct and apart from monies belonging to Escrow.com.
- No later than three business days after receipt of any escrow monies, Escrow.com shall provide to each depositing Buyer or Seller, reasonable notice of the right to earn interest on all deposited monies. The notice shall set forth the following information:
- The dollar charge that may be imposed by Escrow.com to set up the interest-bearing account will be a one-time non-refundable fee of $100.00 to be paid by the Underlying Party to whom the interest will be due.
- Escrow.com will provide the parties a method to make a good faith estimate of the amount of interest that may be earned during the life of the escrow account, and an example of a typical transaction calculated on a one thousand dollar deposit, using the prevailing savings account interest rate being paid at the time on a regular savings account for a thirty (30) day period. For example, if the average interest rate for a regular savings account at the bank in Phoenix (where Escrow.com maintains its Arizona accounts) is .3%, and a party deposited $1,000.00 into escrow, Escrow.com would provide the party a simple formula to advise the party that in one month the party would earn approximately 25 cents in interest but suffer a loss of $99.75 calculated as follows:
Amount of Escrow Deposit times Prevailing Savings Account Rate = Annual Interest; Annual Interest divided by 365 days = Daily Interest; Daily Interest times anticipated term of Escrow = Interest Earned During Escrow; Interest Earned During Escrow, minus $100.00 Set Up Fee and minus any bank fees or charges = Profit or Loss incurred. The following is an example of the formula:
$1,000.00 x .3% = $3.00; $3.00 ÷ 365 days = .00822 per day; .00822 x 30 days = 24.66 cents Interest Earned per month. $24.66 per month minus the $100.00 Set Up Fee = a loss of $99.75.
- The interest-bearing account can be established by Escrow.com providing on the Site notice that the opportunity is available, at the option of the parties for a nominal cost, as well as a link and contact information on the Site for the interested parties to inquire about the prevailing rate on their own for a regular savings account and determine if it would be beneficial. Escrow.com would provide the formula indicated above and caution the parties to ensure the return would exceed the cost before exercising the option.
- The accounts shall, at a minimum, be maintained in compliance with the provisions of Arizona Financial Code Section 1737 and all other applicable Arizona statutes and regulations.