Terms and conditions
These Terms of Using the Escrow Platform ("Terms of Using the
Escrow Platform" or "Agreement") shall serve as an
agreement that sets forth the terms and conditions which will govern
your use and participation in the transaction management and escrow
services provided on and through AssetEscrowLimited.com (the
"Services"). By selecting to utilize the Services you
shall have also indicated your acceptance of these Terms of Using
the Escrow Platform and your intent and agreement to be bound by
them. If you are unwilling to agree to these Terms of Using the
Escrow Platform, you shall discontinue further use of the Services.
If you agree to these Terms of Using the Escrow Platform, you will
be bound as follows:
Definitions - "Account" means (i) an account of a Buyer
from which payment for the Transaction and related fees will be
obtained, (ii) an account of a Seller to which payment for the
Transaction and other payments will be credited, or (iii) an account
of a Broker to which payment for the Transaction and other payments
will be credited and/or related fees will be obtained.
"Agreement" refers to this Agreement, the then current
operating rules contained on the Site and the Transaction Escrow
Instructions. "Transaction Detail Screens" means those
screens on the Site where Users provide all requested information in
connection with a Transaction. "Escrow Instructions" or
"General Instructions" means the document on the Site that
contains the terms agreed upon on the Transaction Detail Screens, as
well as the other terms and conditions of the escrow transaction
including these Terms of Using the Escrow Platform. "User"
means Buyer(s), Seller(s), and Broker(s) participating in a
Transaction. "Site" refers to the website for the Services
which can be found at www.AssetEscrowLimited.com.
Capitalized terms not defined herein shall have the same meaning as
set forth in the General Escrow Instructions.
Description of the Service - The Services are Internet-based
transaction management services performed by AssetEscrowLimited.com and escrow
services provided by Internet Escrow Services, Inc., a California
corporation “IES,” acts as escrow agent in a Transaction, which
Services are intended to facilitate the completion of the underlying
transaction under the terms of this Agreement, the Site and the
applicable Transaction Escrow Instructions.
Limits on the Services - The Services are only available for lawful
items and items not otherwise excluded by Section 4 below.
Limitations on the Services may apply and can be found on the Site
or in the General Escrow Instructions or Transaction Escrow
Instructions. Only registered Users may use the Services. In order
to register, you must supply all information required on the Site.
Applicable state or federal laws and regulations may further limit
the Services.
Prohibited Transactions - Users shall not utilize the Site or the
Services in connection with any Transaction that is illegal or
involves any illegal items, or is for any illegal purpose; involves
any obscene material; involves any munitions or firearm; involves
pirated software, DVD or videos or item(s) otherwise infringing
copyrighted works; involves illegal drugs or controlled substances;
involves real property or any interest in real property, the sale or
transfer of liquor licenses, the sale of a business (bulk sale), the
transfer of title to a business entity, fund or joint control
escrows, mobile homes or manufactured homes or the refinancing of
either, reservation deposits of any kind, or promissory notes,
mortgages or deeds of trust; or involves transactions directly or
indirectly involving persons (individuals or entities) with whom
U.S. persons are prohibited from engaging pursuant to sanctions and
export controls administered by the Departments of Treasury,
Commerce and State.; or involves transactions directly or indirectly
involving persons (individuals or entities) with whom U.S. persons
are prohibited from engaging pursuant to laws and regulations
administered by the Departments of Treasury, Commerce and State. In
addition, AssetEscrowLimited.com, in its sole discretion, may refuse to
complete any Transaction that AssetEscrowLimited.com has reason to believe is
unauthorized or made by someone other than you, may violate any law,
rule or regulation, or if AssetEscrowLimited.com has reasonable cause not to
honor it. Each User agrees to indemnify and hold AssetEscrowLimited.com
harmless for losses resulting from any use or attempted use of the
Services in violation of this Agreement.
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, AssetEscrowLimited.com is not liable to any User if
AssetEscrowLimited.com does not complete a Transaction as a result of any such
limit, or if a financial institution fails to honor any credit or
debit to or from an Account. AssetEscrowLimited.com may post operating rules
related to payment on the Site and change such rules from time to
time.
General Conditions of Use - If you arrive at the Site through
entities linked and/or integrated with AssetEscrowLimited.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 AssetEscrowLimited.com to facilitate
the Transaction. You represent and warrant that all information you
provide to AssetEscrowLimited.com or to such third party will be true,
accurate and complete. The party entering into this Agreement 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. In order to initiate and commence a
Transaction, all Users to a Transaction must register at the Site,
agree to all terms in the General Escrow Instructions and agree to
the Transaction Escrow Instructions.
Obligations of Sellers - On the Transaction Detail Screens, each
Seller to a Transaction must designate an Account to which payment
for the Transaction will be made. Each Seller authorizes IES and its
authorized agents 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 a 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
AssetEscrowLimited.com website and on the terms and conditions set forth in
the Transaction Escrow Instructions and General Escrow Instructions.
Seller shall use a delivery service that provides a confirmation of
delivery and Seller shall provide AssetEscrowLimited.com with a tracking or
reference number for the shipment of the goods. Seller gives
AssetEscrowLimited.com permission to act as its agent in communicating with
the shipping company regarding the notice of the delivery of the
goods. In the event AssetEscrowLimited.com does not receive notice of shipment
from Seller within ten (10) calendar days of notification from
AssetEscrowLimited.com's notice to Seller to ship the items, Seller
authorizes AssetEscrowLimited.com to return the escrowed funds (excluding
AssetEscrowLimited.com fees) to Buyer. In the event of a return of the items
by Buyer, Seller shall notify AssetEscrowLimited.com of the receipt of the
returned items. Upon receipt of such notice from Seller, the
Seller's five (5) day inspection period shall commence. In the
event Seller accepts the returned items within the inspection period
or fails to act within the inspection period, AssetEscrowLimited.com shall
remit the escrowed funds (excluding AssetEscrowLimited.com fees) to Buyer. If
Seller notifies AssetEscrowLimited.com of its non-acceptance of any returned
items within the Seller's inspection period, then AssetEscrowLimited.com
will retain the escrow funds pending resolution of the dispute or
take other action as authorized. Notwithstanding anything to the
contrary above, if all Users to a Transaction agree on the
Transaction Detail Screens that there is no shipping required, then
no party hereto will have any obligation under this Agreement with
respect to shipping.
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 Transaction and the currency selected for the
Transaction, Buyer may remit the necessary funds via various
methods, which may include corporate credit card, charge card, debit
card or purchasing card, check (cheque), cashier's check, money
order, ACH Debit or Wire Transfer. In the case of wire transfers,
Buyer will initiate the wire to an account designated by
AssetEscrowLimited.com on or before the date set forth in the Transaction
Detail Screens. Regardless of the payment method, Buyer authorizes
AssetEscrowLimited.com and AssetEscrowLimited.com authorized agents to initiate credit
or debit transactions, as applicable, to obtain the purchase price
and fees due for a 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 Section 22 of this Agreement.
AssetEscrowLimited.com will deposit funds received from Buyer into an escrow
trust account maintained by AssetEscrowLimited.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 Transaction,
then you may request and approve an instruction to have AssetEscrowLimited.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 AssetEscrowLimited.com will charge the account of the party to
whom the interest accrues an additional nonrefundable service charge
of $100.00, which must be paid in advance. Buyer shall notify
AssetEscrowLimited.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 AssetEscrowLimited.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, AssetEscrowLimited.com shall
transfer the payment amount (less any amount payable to AssetEscrowLimited.com
for AssetEscrowLimited.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 items is received from
the Buyer. If Buyer has not notified AssetEscrowLimited.com of the non-receipt
or rejection of the items during the Buyer's Inspection Period,
then Buyer authorizes AssetEscrowLimited.com to remit the escrowed funds
(excluding AssetEscrowLimited.com fees) to the Seller. Buyer shall follow the
procedures set forth on the Site in the event the items are
rejected.
Obligations of Brokers - On the Transaction Detail Screens, each
Broker to a Transaction must designate an Account to which the
Broker Fee payment will be made. Each Broker authorizes IES and its
authorized agents to initiate credit entries to such Broker's
Account for payment of the Broker's commission, and to debit
Broker's account to discharge Broker's obligations. Each
Broker in a Transaction shall provide Buyer email, Seller email, and
Transaction details including purchase price, merchandise
description, inspection period and which party is responsible for
the Broker and Escrow fees.
Our Responsibilities - AssetEscrowLimited.com is obligated to perform only
those duties expressly described in this Agreement and the General
Escrow Instructions. AssetEscrowLimited.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 in Section 17 below). AssetEscrowLimited.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. In the event that AssetEscrowLimited.com is
uncertain as to AssetEscrowLimited.com duties or rights under this Agreement,
receives any instruction, demand or notice from any User or
financial institution which, in AssetEscrowLimited.com's opinion, is in
conflict with any of the provisions of this Agreement, or any
dispute arises with respect to this Agreement or the Escrowed Funds,
AssetEscrowLimited.com may (i) consult with counsel of our choice (including
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 the General
Escrow Instructions or a final, non-appealable judgment of a court
of competent jurisdiction, or (iii) discharge our duties under this
Agreement by depositing all funds by interpleader action with a
court of competent jurisdiction in accordance with the procedures
outlined in the General Escrow Instructions.
AssetEscrowLimited.com may, at any time, give notice of AssetEscrowLimited.com's
intent to resign as Escrow Agent. If, within ten (10) days of such
notice, AssetEscrowLimited.com has not received notice from all Users in a
Transaction that they have designated a substitute escrow agent
(which notice shall identify the substitute escrow agent),
AssetEscrowLimited.com may discharge AssetEscrowLimited.com duties under this Agreement
by depositing all escrowed funds with a court of competent
jurisdiction. If an alternate Escrow Agent is so designated,
AssetEscrowLimited.com shall be discharged from AssetEscrowLimited.com duties under this
Agreement, the General Escrow Instructions and the Transaction
Escrow Instructions by delivering all escrowed funds to such person
or entity. Upon payment of the escrow funds pursuant to this
Agreement, AssetEscrowLimited.com shall be fully released from any and all
liability and obligations with respect to the escrow funds and the
Transaction.
Canceling a Transaction - If a Transaction cannot be completed for
any reason, including cancellation by AssetEscrowLimited.com for any reason,
AssetEscrowLimited.com will notify each User in such Transaction by e-mail, to
the e-mail address each has provided to AssetEscrowLimited.com. In
AssetEscrowLimited.com's sole discretion, AssetEscrowLimited.com may cancel any
Transaction if each User to a 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 a
Transaction as provided in this Agreement, on the General Escrow
Instructions or in the Transaction Escrow Instructions.
Questions about the Services - You may inquire about payments made
through the Service by calling the toll-free number that appears on
the Site or by filling out the customer service form. If you believe
an error has been made or there has been any unauthorized use of
your Account or the Services, you agree to call or send an e-mail as
soon as possible, but no later than forty-eight hours after you
became aware of an error. When you contact AssetEscrowLimited.com, please be
prepared to provide your name, AssetEscrowLimited.com reference number and
your email address you have registered on the AssetEscrowLimited.com site.
Statements, Verification - You agree that all disclosures and
communications regarding this Agreement and the Service shall be
made by e-mail or on the Site, unless the parties make other
arrangements as set forth in the General Escrow Instructions.
Digital Identification - You understand and agree that AssetEscrowLimited.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 AssetEscrowLimited.com's use of the Digital ID.
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, etc.). Once paid, AssetEscrowLimited.com fees
are nonrefundable. AssetEscrowLimited.com fees may change from time to time in
AssetEscrowLimited.com's absolute and sole discretion. AssetEscrowLimited.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.
Security - AssetEscrowLimited.com uses secure sockets layer ("SSL"),
a security protocol that provides data encryption, server
authentication, and message integrity for connections to the
Internet to ensure that the data you provide AssetEscrowLimited.com is not
transmitted over the Internet unencrypted and cannot be viewed by
unauthorized individuals. AssetEscrowLimited.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.
Disclaimers - You expressly agree that your use of the Services is at
your sole risk. The Services are provided on a strictly "as
is" and "as available" basis. AssetEscrowLimited.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.
AssetEscrowLimited.com expressly disclaims any and all express and implied
warranties, including, but not limited to, the implied warranties of
merchantability, fitness for a particular purpose and
non-infringement. AssetEscrowLimited.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 AssetEscrowLimited.com or through the
Services shall create any warranty not expressly made herein.
You acknowledge and agree that AssetEscrowLimited.com does not endorse the
website of any third party, 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. In no
event will AssetEscrowLimited.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
AssetEscrowLimited.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).
Limitation of Liability - TO THE EXTENT PERMITTED BY APPLICABLE LAW,
NEITHER AssetEscrowLimited.com NOR ITS AFFILIATES, SHALL 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.
Termination of Services - AssetEscrowLimited.com may suspend or terminate your
use of the Services at any time, without notice for any reason, in
AssetEscrowLimited.com's sole discretion. Except as warranted by risk to
the security, privacy or integrity of the Services, AssetEscrowLimited.com
will attempt to provide you with prior notice of the suspension or
termination of the Services by sending you an e-mail, but
AssetEscrowLimited.com is not obligated to do so. You shall remain liable for
all Transactions you initiate through the Services prior to such
termination, and the performance of your obligations, including but
not limited to, the delivery of the items and the payment of all
amounts you owe prior to termination or discontinuation of your use
of the Services. You agree to pay all costs and expenses (including
reasonable attorneys' fees) that AssetEscrowLimited.com may incur in
order to (a) collect any amounts you owe under this Agreement, the
General Escrow Instructions, or the Transaction Escrow Instructions
or (b) to initiate an arbitration or judicial proceeding to resolve
a dispute between Buyer and Seller, as set forth in the General
Escrow Instructions.
Non-Transferability of the Services - You may not assign this
Agreement or the Escrow Instructions to any other person or entity.
Your right to use the Services shall not be sold or transferred to
any other person or entity without the prior written consent of
AssetEscrowLimited.com. AssetEscrowLimited.com may assign this Agreement upon notice to
you. Any assignment or transfer in violation of this provision shall
be null and void.
Modifications - AssetEscrowLimited.com reserves the right to change this
Agreement, or any portion of it, at any time, without prior notice,
provided that no such change will apply to a Transaction once the
Users to such Transaction have agreed to the Transaction Escrow
Instructions. You understand that the most recent version of this
Agreement will be located on the Site.
Notices - Notices from AssetEscrowLimited.com to you will be given by e-mail,
or by general posting on the Site. You may contact AssetEscrowLimited.com by
filling out the customer support form or such other email address as
AssetEscrowLimited.com posts as its address for notice on the Site in the most
recent version of the Terms of Using the Escrow Platform
Indemnification - You agree to indemnify and hold AssetEscrowLimited.com,
AssetEscrowLimited.com affiliates and their respective officers, directors,
shareholders, employees and assigns, harmless from any claim,
demand, expense or damage, including reasonable attorneys' fees
and court costs, arising from or relating to your use of the
Services or any violation of this Agreement, the rules contained on
the Site or the Transaction Escrow Instructions, including, without
limitation, payment of AssetEscrowLimited.com fees and any charge backs from a
card organization or reversal or nonpayment of any credit or debit
entry.
Miscellaneous - In the event of any dispute, claim, question, or
disagreement arising from or relating to, this Agreement or to the
Underlying Transaction, or breach of any of them, you agree to
resolve such dispute in the manner set forth in the General Escrow
Instructions. This Agreement 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 the General
Escrow Instructions. This Agreement in conjunction with the General
Escrow Instructions and rules contained on the Site constitutes the
entire agreement between AssetEscrowLimited.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. If there is a conflict between the
terms and conditions of this Agreement, the rules contained on the
Site, and/or the General Escrow Instructions, then the conflicting
terms set forth in the General Escrow Instructions shall control
first, these Terms of Using the Escrow Platform shall control second
and the rules contained on the Site shall control third. The General
Escrow Instructions are incorporated herein by this reference.
AssetEscrowLimited.com's failure to exercise or enforce any right or
provision of this Agreement shall not constitute a waiver of such
right or provision unless acknowledged and agreed to by AssetEscrowLimited.com
in writing. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any law or public
policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect for so long as the
economic or legal substance of the transactions contemplated hereby
is not affected in any manner materially adverse to any party
hereto.
AssetEscrowLimited.com may assign this Agreement to any current or future
affiliated company and to any successor in interest. AssetEscrowLimited.com
also may delegate certain of AssetEscrowLimited.com rights and
responsibilities under the Agreement to independent contractors or
other third parties.
If you are a registered User of the Site, then each time you request
the Services will constitute your agreement to these Terms of Using
the Escrow Platform, as amended from time to time in
AssetEscrowLimited.com's sole discretion, and evidence that you have
read, understood and accepted the then applicable Terms of Using the
Escrow Platform.
Revised January 30, 2022.
Last updated on 17 December 2023