Terms and Condition
Gannod LLC , doing business as EskroBytes.com, a Georgia corporation ("EskroBytes.com" or “ESKROBYTES.COM” or “we” or “us”) is a direct provider of escrow services. It is important You read and understand these General EskroBytes.com Terms and Conditions (“Terms”). These Terms modify all previous General Terms and Conditions and are effective as of June15th, 2023 (“Effective Date”) for all Escrow Transactions agreed to and entered by both Seller and Buyer on or after the Effective Date. For Escrow Transactions entered prior to the Effective Date and still open, the Terms in existence at the time the Escrow Transaction was entered remain in effect. 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 EskroBytes.com website for the latest version of this document before entering a new Escrow Transaction.
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 “EskroBytes.com Terms of Service”), including: • EskroBytes.com Site Terms of Use, available at https://www.eskroBytes.com/escrow-101/terms-of-use • Privacy Policy, available at https://www.eskroBytes.com/escrow-101/privacy-policy • General Escrow Instructions, available at https://www.eskroBytes.com/escrow-101/general-escrow-instructions • The Transaction Escrow Instructions and any Supplemental Escrow Instructions • The API Terms of Use, available at https://www.eskroBytes.com/escrow-101/api-terms-and-conditions
The Underlying Parties engage EskroBytes.com to act as escrow agent pursuant to these Terms and further agree to the entirety of the EskroBytes.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 ESKROBYTES.COM TO CONDUCT THE ESCROW TRANSACTION (AS DEFINED BELOW) BY ELECTRONIC MEANS UNDER CAL. CIV. CODE § 1633.5(B).
2. Definitions and Interpretation. a. Any capitalized term not otherwise defined elsewhere in the EskroBytes.com Terms of Service shall have the definition and interpretation set forth below: i. “Account“ means an EskroBytes.com account of a Buyer, Seller, or Broker to which payments will be credited and from which payments will be debited. ii. “Affiliate“ means an entity that is, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with EskroBytes.com. iii. “Applicable Law“refers to all laws, regulations, payment network rules, and automated clearinghouse rules applicable to the services provided under the EskroBytes.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 EskroBytes.com Terms of Service. iv. “Arbitration Commencement Period“ means the fourteen (14) calendar day period commencing at the conclusion of the Negotiation Period. v. “Broker“ means a person or entity offering to broker personal property or services for sale through the Site. vi. “Business Day“ means Monday through Friday between the hours of 8:00 a.m. and 4:00 p.m., other than legal holidays in AtlantaGeorgia observed by EskroBytes.com. vii. “Buyer“ means a person or entity desiring to purchase personal property or purchase other services from a Seller by use of the Site. viii. “Buyer Inspection Period“ means the Inspection Period applicable to Buyer as specified herein. ix. “Close of Escrow“ means consummation of the Escrow Transaction.
x. “Dispute Date“ means the date of: (A) Seller’s rejection or return of the Merchandise as indicated on the Site; (B) EskroBytes.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.
xi. “Escrow Fees“ means the fees due to EskroBytes.com for the Services.
xii. “Escrowed Funds“ means funds held in escrow with EskroBytes.com.
xiii. “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.
xiv. “Escrowed Property“ means Escrowed Funds or other items held in escrow by EskroBytes.com.
xv. “Escrow Services“ means the transaction management and escrow services provided by EskroBytes.com, including the holding of Escrowed Funds or Escrowed Property.
xvi. “Escrow Transaction“ means the portion of a transaction involving Escrow Services provided by EskroBytes.com, which may include the holding and release of Escrowed Funds or Escrowed Property in accordance with the Escrow Instructions and these Terms.
xvii. “General Escrow Instructions“ means the instructions and terms published on the Site applicable to all Escrow Transactions.
xviii. “Inspection Period“ means the period by which Buyer or Seller must inspect the subject property, as applicable. xix. “Merchandise“ means any item of tangible (capable of being physically touched or precisely identified) goods or property transacted on EskroBytes.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 EskroBytes.com in its sole discretion. xx. “Milestone Transaction“ means the transactions relating to services provided by a Seller. xxi. “Negotiation Period“ means fourteen (14) calendar days beginning with the Dispute Date. xxii. “Parties“ means EskroBytes.com and the Underlying Parties. xxiii. “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. xxiv. “Prohibited Transaction“ means any transaction or attempted transaction described in Section 5 of these Terms below. xxv. “Seller“ means a person or entity offering property or services for sale as permitted under the EskroBytes.com Terms of Service and desiring to use the Site to close the sale. xxvi. “Seller Inspection Period“ means the Inspection Period applicable to Seller as specified herein. xxvii. “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. xxviii. “Site“ means EskroBytes.com’s website at www.EskroBytes.com. xxix. “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, EskroBytes.com and Broker when applicable). xxx. “Transaction Detail Screens“ means the screens on the Site containing the details of the Underlying Transaction provided by the Underlying Parties. xxxi. “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. xxxii. “Underlying Parties“ means Buyer, Seller and Broker (if applicable). xxxiii. “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 EskroBytes.com for the provision of Escrow Services. xxxiv. “User“ means one of the Underlying Parties using the Site in connection with an actual or proposed Underlying Transaction.
b. The following rules of interpretation apply: i. References to “discretion” mean EskroBytes.com’s sole and absolute discretion. ii. References to “consent” mean a Party’s prior written consent, which in the case of EskroBytes.com may be given or withheld in its discretion. iii. References to “including” mean “including but not limited to”. iv. References to the singular include the plural and vice versa as the context may require. v. References to the time of day means United States Pacific Time. vi. 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. vii. References to currency is to U.S. dollars or any other currency expressly accepted by all relevant Parties from time to time. viii. References to “days” means Business Day unless otherwise indicated. ix. Reference to “good faith” means honesty in fact in the conduct concerned, measured subjectively. x. 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 EskroBytes.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 EskroBytes.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 Atlanta, Georgia, the Underlying Parties all represent and agree that the Escrow Transaction and Escrow Services are being coordinated and taking place in Atlanta, GA.
4. Limits on the Escrow Services. The Escrow Services are only available for lawful Merchandise, Seller Services, and Underlying Transactions. EskroBytes.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 EskroBytes.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: a. is illegal or involves any illegal items, or is for any illegal purpose; b. involves any obscene material; c. involves any munitions or firearms; d. involves pirated software, DVD or videos or item(s) otherwise infringing copyrighted works; e. involves illegal drugs, controlled substances, alcohol or tobacco products; f. 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; g. is primarily for the purpose of exchanging currencies, including digital currencies; h. 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; i. 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. In addition, EskroBytes.com, in its sole discretion, may refuse to complete any Underlying Transaction that EskroBytes.com has reason to believe may be unauthorized or made by someone other than You, or may violate any Applicable Law or the EskroBytes.com Terms of Service Each User agrees to indemnify and hold harmless EskroBytes.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 EskroBytes.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, EskroBytes.com is not liable to any User if EskroBytes.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. EskroBytes.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 EskroBytes.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 EskroBytes.com to facilitate the Escrow Transaction. You represent and warrant that all information You provide to EskroBytes.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 EskroBytes.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.eskroBytes.com/services Upon completion and receipt of the service application and related forms, including the acceptance of the EskroBytes.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 EskroBytes.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 EskroBytes.com with a tracking or reference number for the shipment of the goods. Seller gives EskroBytes.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 EskroBytes.com when Seller ships the Merchandise. In the event EskroBytes.com does not receive notice of shipment from Seller within ten (10) calendar days after Seller is required to ship the Merchandise, Seller authorizes EskroBytes.com to return the Escrowed Funds (excluding EskroBytes.com fees) to Buyer. In the event of a return of the Merchandise by Buyer, Seller shall notify EskroBytes.com of the receipt of the returned items. Upon EskroBytes.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, EskroBytes.com shall remit the Escrowed Funds (excluding EskroBytes.com fees) to Buyer. If Seller notifies EskroBytes.com of its non-acceptance of any returned Merchandise within the Seller's inspection period, then EskroBytes.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 EskroBytes.com on or before the date set forth in the Transaction Detail Screens. Regardless of the payment method, Buyer authorizes EskroBytes.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 EskroBytes.com Terms of Service. EskroBytes.com will deposit funds received from Buyer into an escrow trust account maintained by EskroBytes.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 EskroBytes.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 EskroBytes.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 EskroBytes.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 EskroBytes.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, EskroBytes.com shall transfer the payment amount (less any amount payable to EskroBytes.com for EskroBytes.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 EskroBytes.com of the non-receipt or rejection of the items during the Buyer's Inspection Period, then Buyer authorizes EskroBytes.com to remit the Escrowed Funds (excluding EskroBytes.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 EskroBytes.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. EskroBytes.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 EskroBytes.com to verify that a Broker is fully authorized.
11. Our Responsibilities. EskroBytes.com is obligated to perform only those duties expressly described in the EskroBytes.com Terms of Service. EskroBytes.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). EskroBytes.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. EskroBytes.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 EskroBytes.com is uncertain as to EskroBytes.com duties or rights under the EskroBytes.com Terms of Service, receives any instruction, demand or notice from any User or financial institution which, in EskroBytes.com's opinion, is in conflict with any of the provisions of the EskroBytes.com Terms of Service, or any dispute arises with respect to the EskroBytes.com Terms of Service or the Escrowed Funds, EskroBytes.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 EskroBytes.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. EskroBytes.com may, at any time, give notice of EskroBytes.com's intent to resign as Escrow agent. If, within ten (10) days of such notice, EskroBytes.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), EskroBytes.com may discharge EskroBytes.com duties under these Terms by depositing all escrowed funds with a court of competent jurisdiction. If an alternate Escrow agent is so designated, EskroBytes.com shall be discharged from EskroBytes.com duties under the EskroBytes.com Terms of Service by delivering all Escrowed Funds to such person or entity. Upon payment of the Escrowed Funds pursuant to these Terms, EskroBytes.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 EskroBytes.com for any reason, EskroBytes.com will notify each Party in such Underlying Transaction by e-mail, to the e-mail address each has provided to EskroBytes.com. In EskroBytes.com's sole discretion, EskroBytes.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 EskroBytes.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 EskroBytes.com Terms of Service. You understand and agree that EskroBytes.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 EskroBytes.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 EskroBytes.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, etc.). Once paid, EskroBytes.com fees are nonrefundable. EskroBytes.com fees may change from time to time in EskroBytes.com's absolute and sole discretion. EskroBytes.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.
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. EskroBytes.com may issue invoices to the relevant party for its fees, however EskroBytes.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. EskroBytes.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 EskroBytes.com. EskroBytes.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.
21. Disclaimers.
a. ESKROBYTES.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. ESKROBYTES.COM MAKES NO WARRANTY THAT ITS SECURITY CANNOT BE BREACHED.
b. ESKROBYTES.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. ESKROBYTES.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 ESKROBYTES.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 EskroBytes.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 EskroBytes.com Terms of Service based on EskroBytes.com’s association with any third-party. In no event will EskroBytes.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 EskroBytes.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, ESKROBYTES.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, ESKROBYTES.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. ESKROBYTES.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. ESKROBYTES.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. EskroBytes.com may suspend or terminate Your use of the Site or Escrow Services at any time, without notice, for any reason, in EskroBytes.com's sole discretion. EskroBytes.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 EskroBytes.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 EskroBytes.com may incur in order to (a) collect any amounts You owe under the EskroBytes.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 EskroBytes.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 EskroBytes.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. EskroBytes.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 EskroBytes.com to You will be given by e-mail, or by general posting on the Site. You may contact EskroBytes.com by filling out the customer support form or such other email address EskroBytes.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 EskroBytes.com Terms of Service or to an Underlying Transaction, You agree to resolve such dispute in the manner set forth in these Terms. The EskroBytes.com Terms of Service shall be governed by the laws of the State of Georgia. Any dispute shall be resolved pursuant to the Dispute Resolution and Governing Law/Venue provisions of these Terms. The EskroBytes.com Terms of Service constitute the entire agreement between EskroBytes.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. EskroBytes.com may assign these Terms to any current or future affiliated company and to any successor in interest. EskroBytes.com also may delegate certain EskroBytes.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, EskroBytes.com, and Broker when applicable) must execute any supplemental instruction, addition, deletion or alteration thereto (collectively the "Supplemental Escrow Instructions”). EskroBytes.com reserves the right to reject any Supplemental Escrow Instructions and to terminate the Escrow Transaction as provided herein. In accordance with Georgia Civil Code 1633.8, EskroBytes.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 EskroBytes.com are not obligated to follow or rely on any verbal or oral statements or instructions.
31. General Description of Services. a. 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 EskroBytes.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 EskroBytes.com. b. 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 EskroBytes.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 EskroBytes.com staff concerning the status of any Escrow Transaction. c. 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. a. Upon receiving Buyer’s cleared funds, and where the Merchandise is a physical item, EskroBytes.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. b. 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: i. Buyer’s acknowledgment of receipt of Merchandise; or ii. the Site’s receipt of verification of delivery to Buyer via the shipper’s or registrar’s tracking services. c. Unless otherwise expressly agreed to in writing by the Underlying Parties, if Seller has not shipped the Merchandise within 10 calendar days after EskroBytes.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 EskroBytes.com will remit the funds back to Buyer after notifying the Underlying Parties. d. 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. e. The Seller agrees to cooperate with and follow all additional instructions provided by EskroBytes.com to ship the Merchandise, not ship the Merchandise, or request return of the Merchandise, as directed by EskroBytes.com.
33. Buyer's Acceptance; Disbursement of Funds. a. 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 EskroBytes.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 EskroBytes.com’s authority to close the Escrow Transaction or Seller’s (and Broker’s) right to receive the Escrowed Funds as set forth above. b. EskroBytes.com will disburse the Escrowed Funds as follows:
i. 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, EskroBytes.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 EskroBytes.com.
ii. 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, EskroBytes.com will pay to Seller from the Escrowed Funds the purchase amount, less any fees due to EskroBytes.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. c. If a Buyer Inspection Period ends without Buyer’s involvement, EskroBytes.com at its sole discretion may provide Buyer notice regarding the ending of the Inspection Period within 24 hours. EskroBytes.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 EskroBytes.com system and check the status of their transaction. d. 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 EskroBytes.com in relation to the Escrow Transaction.
34. Buyer Rejection Process. a. 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, EskroBytes.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 EskroBytes.com of any change of address as soon as possible. If Seller does not advise EskroBytes.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 EskroBytes.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. b. 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. c. 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, EskroBytes.com is hereby authorized to pay Seller the Escrowed Funds, minus the Escrow Fees. d. 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 EskroBytes.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, EskroBytes.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. e. 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 EskroBytes.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), EskroBytes.com shall refund the Escrowed Funds to Buyer, minus the Escrow Fees.
35. Authentication Services
a. The following additional terms apply to Escrow Transactions that are referred to EskroBytes.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.
b. Where Merchandise subject to an EskroBytes.com Transaction is purchased through an external marketplace, and where EskroBytes.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 EskroBytes.com Escrow Transaction.
c. 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 EskroBytes.com where it concerns the EskroBytes.com Escrow Transaction. In no circumstances will EskroBytes.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.
d. When an external marketplace has a merchandise authentication service and the Underlying Parties engage with that authentication service, the progress of the EskroBytes.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:
i. 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.
ii. When the authentication service and external marketplace determine that the Merchandise subject of the EskroBytes.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.
e. 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 EskroBytes.com receives confirmation from the external marketplace that the rejected Merchandise has been successfully re-authenticated and returned to the Seller, EskroBytes.com will return funds to the Buyer in accordance with Applicable Law.
f. 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 EskroBytes.com.
g. The Underlying Parties authorize EskroBytes.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.
h. The Underlying Parties agree that when Merchandise is transacted through an external marketplace using EskroBytes.com as the payment method, EskroBytes.com will rely on information it receives directly from that external marketplace when deciding the status of an EskroBytes.com Escrow Transaction and whether to disburse Escrowed Funds.
i. When the Underlying Parties use EskroBytes.com in connection with a transaction on an external marketplace and use its authentication service, EskroBytes.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.
j. 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 EskroBytes.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 EskroBytes.com Escrow Transaction.
36. Shipping and Tracking of Returned Item. a. Following rejection of Merchandise in accordance with these Terms, Buyer shall ship rejected Merchandise to Seller at its address designated in Seller’s profile. b. 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, EskroBytes.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 EskroBytes.com or Seller may have, EskroBytes.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 EskroBytes.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. c. The Seller Inspection Period shall commence upon the first to occur of either:
(i) Seller’s acknowledgment of receipt of Merchandise;
(ii) EskroBytes.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.
a. 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.
b. During the Seller Inspection Period, should Seller: i. fail to click either the “Accept” or “Reject” buttons; or ii. 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.
c. 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 EskroBytes.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 EskroBytes.com shall return the Escrowed Funds, less the Escrow Fees, as provided herein.
d. 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, EskroBytes.com will disburse the Escrowed Funds as follows:
i. If the Transaction Escrow Terms reflect Buyer’s agreement to pay for shipping and/or any portion of the Escrow Fees, EskroBytes.com will pay Buyer the purchase price, less these costs, and EskroBytes.com will pay Seller for the shipping fee in the amount set forth in the Transaction Escrow Terms, disburse the Escrow Fees to EskroBytes.com and the balance to Buyer.
ii. If the Transaction Escrow Terms reflect Seller’s agreement to pay for shipping and/or any portion of the Escrow Fees, then EskroBytes.com shall pay Buyer the Escrowed Funds, minus the Escrow Fees.
iii. If the Underlying Parties agreed that the item will not be shipped to Buyer prior to the Close of Escrow, then EskroBytes.com will not deduct shipping fees. e. 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. EskroBytes.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.
38. Cancellation.
a. 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.eskroBytes.com/contact-us). Upon such request, EskroBytes.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 EskroBytes.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.
b. 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 EskroBytes.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 EskroBytes.com) available. Any claim against EskroBytes.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 EskroBytes.com. After EskroBytes.com verifies cleared funds, it will instruct Seller to transfer the Merchandise to Buyer. When Buyer or EskroBytes.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, EskroBytes.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.
a. 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 EskroBytes.com in writing and use their best efforts during the Negotiation Period to resolve the Dispute. If they do so, they shall promptly notify EskroBytes.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 EskroBytes.com. Before Buyer initiates Arbitration, Buyer must return the Merchandise to Seller.
b. If any Dispute occurs between an Underlying Party and EskroBytes.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 EskroBytes.com of the Dispute in writing. The Underlying Party and EskroBytes.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 EskroBytes.com to the maximum extent permitted by Applicable Law.
You agree to resolve any Dispute between you and EskroBytes.com EXCLUSIVELY THROUGH BINDING ARBITRATION as set forth in this Section. Your rights with respect to any Dispute with EskroBytes.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 EskroBytes.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 EskroBytes.com and may not otherwise preside over any form of a representative or class proceeding or award class-wide relief against EskroBytes.com.
c. If EskroBytes.com has not received notice of Arbitration following the Arbitration Commencement Period, EskroBytes.com may terminate the Escrow Transaction and refund the Escrowed Funds to Buyer, minus the Escrow Fees. EskroBytes.com may (but has no obligation to) commence Arbitration, or to interplead the Escrowed Funds with a court of competent jurisdiction. If so, EskroBytes.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 EskroBytes.com by the Underlying Parties.
d. 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 AtlantaGeorgia, 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.
e. 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 EskroBytes.com, with a copy to all other Parties (“Arbitration Request”).
EskroBytes.com shall not be a party to the Arbitration to resolve a Dispute between the Underlying Parties unless EskroBytes.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, AtlantaGeorgia, 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.
f. 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.
g. The Arbitrator shall enter a default award if an Underlying Party fails to participate in the Arbitration.
h. Unless the Underlying Parties (and EskroBytes.com if involved) agree otherwise as set forth herein, the Arbitration for transactions shall take place in Atlanta,Georgia, 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.
i. 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. EskroBytes.com will not be responsible for any portion of the Arbitration expenses and fees unless EskroBytes.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.
j. 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.
k. 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.
l. 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 EskroBytes.com even if not involved in Arbitration).
m. Except as required by Applicable Law, EskroBytes.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 EskroBytes.com. EskroBytes.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, EskroBytes.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 ESKROBYTES.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, EskroBytes.com reserves the right at its sole discretion to interplead disputed funds related to any Escrow Transaction to a court. n. EskroBytes.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. a. Should the Site or the Escrow Services be unavailable, or the Underlying Parties jointly desire to extend the Buyer or Seller Inspection Periods, then EskroBytes.com may in its discretion extend such times, and will provide prompt email notification to all Underlying Parties. Except for EskroBytes.com extensions, the Inspection Periods shall not be modified. b. If the Site is unavailable to inform EskroBytes.com of any acceptance, rejection or return of an item, then the affected Underlying Party shall notify EskroBytes.com within the applicable time limit either by calling EskroBytes.com +1-415-801-2270 or emailing from the support form (https://www.eskroBytes.com/contact-us). This notification will not be considered effective until EskroBytes.com notifies the Underlying Parties of receipt via email or by updating the Transaction Detail Screen.
43. Payments.
a. 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, EskroBytes.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 EskroBytes.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 EskroBytes.com harmless from any loss arising from currency conversion.
b. If Buyer chooses credit card as the method of payment, EskroBytes.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. EskroBytes.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 EskroBytes.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.
c. Payments made by check shall be subject to a 10-day hold.
d. Due to processing delays, payments by credit card, debit card or PayPal Account shall not be on deposit with EskroBytes.com until the Business Day on which the funds are actually deposited into EskroBytes.com’s designated account.
e. EskroBytes.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 EskroBytes.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 EskroBytes.com for an Escrow Transaction, the ACH payment will be initiated by EskroBytes.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, EskroBytes.com is not responsible for any errors in the completion, accuracy, or timeliness of any transfer properly initiated by EskroBytes.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, EskroBytes.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 EskroBytes.com.
f. 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 EskroBytes.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 EskroBytes.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 EskroBytes.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.
a. In accordance with Georgia Financial Code § 17409 (and similar code sections of other states’ laws, as applicable), EskroBytes.com will hold Escrowed Funds in a non-interest-bearing deposit account with any institution acceptable to the Georgia 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 EskroBytes.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.
b. 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 EskroBytes.com may approve, in its discretion, the deposit of the Escrowed Funds into an interest-bearing deposit account, in compliance with Georgia Financial Code § 17409 (and similar code sections of other states’ laws, as applicable), EskroBytes.com will maintain the account at the bank holding EskroBytes.com’s other deposit accounts.
If EskroBytes.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. EskroBytes.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 EskroBytes.com can be updated accordingly. You authorize us to send information and inquiries to the email address we have on file for Your Account.
47. Indemnification.
a. The Underlying Parties shall indemnify, defend and hold harmless EskroBytes.com, its Affiliates and the respective officers, directors, shareholders, employees and assigns of EskroBytes.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 EskroBytes.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 EskroBytes.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.
b. You further agree to release, indemnify, and hold EskroBytes.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:
i. all losses or costs suffered or incurred by Ecrow.com, including Disputes.
ii. any failure by You to pay fees.
iii. 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.
iv. 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).
v. any failure by You to provide correct information to us.
vi. any failure by You to update Your personal or business contact information in accordance with these Terms.
vii. 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 EskroBytes.com. In accordance with Georgia 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 EskroBytes.com by telephone at +1-415-801-2270 from 8:00 a.m. to 4:00 p.m. in Atlanta,Georgia 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 Georgia 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 EskroBytes.com may terminate the Escrow Transaction.
49. Identification.
a. EskroBytes.com shall create, issue and verify Digital IDs for all Underlying Parties. In accordance with these Terms and Georgia 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.
b. 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, EskroBytes.com may require ink signatures on hard copy documents, including any or all of the Transaction Escrow Terms.
c. EskroBytes.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.
d. 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.
e. For us to confirm Your identity electronically, we may disclose Your personal information to an identity verification service.
f. For a non-individual (such as a corporation, partnership, or trust), You must provide to us documents showing the legal existence of the entity.
g. 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. EskroBytes.com’s Rights; Disputes.
a. If EskroBytes.com believes that the Escrow Transaction violates the EskroBytes.com Terms of Service or may violate Applicable Law, then it may terminate the Escrow Transaction and, in EskroBytes.com’s sole discretion, may seek relief in a judicial proceeding or take other actions it deems appropriate.
b. If any Dispute between the Underlying Parties is not resolved within a reasonable time, as determined by EskroBytes.com, or a conflicting demand is made upon it, EskroBytes.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 EskroBytes.com Terms of Service; and
(c) has authority to act for the entity which he/she is representing.
52. No Representations or Warranties. EskroBytes.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 EskroBytes.com Terms of Service are deemed outside of the Escrow Transaction, and neither EskroBytes.com nor any of its Affiliates shall have any responsibility therefor.
53. Entire Agreement/Conflict Resolution.
a. The EskroBytes.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.
b. 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.
c. Nothing in the EskroBytes.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 EskroBytes.com.
54. No Third-Party Beneficiaries. Except as otherwise provided with respect to officers, directors, shareholders, employees and assigns of EskroBytes.com and its Affiliates, there are no intended third-party beneficiaries of the EskroBytes.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.
a. These Terms and all other provisions of the EskroBytes.com Terms of Service shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to the choice or conflicts of law provisions of any jurisdiction.
b. 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 Georgia and litigate exclusively in the courts located in San Francisco County, Georgia.
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 EskroBytes.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 EskroBytes.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. EskroBytes.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 EskroBytes.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.eskroBytes.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 EskroBytes.com, please be prepared to provide Your name, EskroBytes.com reference number and the email address You have registered on the EskroBytes.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 EskroBytes.com's sole discretion, and evidence that You have read, understood and accepted the then applicable terms of using the EskroBytes.com platform.
64. Incorporation by Reference. The EskroBytes.com Site Terms of Use, the Transaction Detail Screens, Privacy Policy, and General Escrow Instructions are incorporated herein by this reference and the Parties rights and obligations are subject to those provisions.
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.
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 Georgia, the Underlying Parties all represent and agree that the Escrow Transaction and Escrow Services are deemed to be coordinated and taking place in Georgia.
70. Electronic Signatures. For purposes of the EskroBytes.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 EskroBytes.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 EskroBytes.com may provide You all communications and documents, whether initiated by EskroBytes.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 EskroBytes.com Terms of Service or Applicable Law. Notwithstanding Your consent to receive all Communications electronically, EskroBytes.com reserves the right to require You to provide Communications to EskroBytes.com on paper or in another format according to EskroBytes.com’s sole discretion. EskroBytes.com reserves the right at its sole discretion to discontinue the provision of electronic Communications. EskroBytes.com will provide You with notice of any such discontinuation as required by Applicable Law. Additionally, EskroBytes.com reserves the right, but assumes no obligation, to provide paper instead of electronic copies of Communications that You have authorized EskroBytes.com to provide electronically. All Communications that EskroBytes.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 EskroBytes.com Terms of Service as well as any other legal purpose, electronic Communications from EskroBytes.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 EskroBytes.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 EskroBytes.com Terms and Conditions. See Addendums 1 through 4 attached hereto. Revised December 12, 2022. i. . ADDENDUM 1 MOTOR VEHICLE TRANSACTIONS
1. This Addendum incorporates by reference as if set forth in full herein the General EskroBytes.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.
2. This Addendum applies only to Escrow Transactions involving motor vehicles.
a. EskroBytes.com facilitates the purchase, and sale of motor vehicles between Buyer, Seller (and Broke when applicable). EskroBytes.com does not determine legal ownership of the motor vehicle and does not verify title. EskroBytes.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”). EskroBytes.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.
b. EskroBytes.com does not take possession of a motor vehicle at any time during the Escrow Transaction.
c. EskroBytes.com is not responsible for the transfer of the motor vehicle or its title from Seller to Buyer or Buyer to Seller.
d. Buyer and Seller are both responsible to register their own Account with EskroBytes.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. EskroBytes.com does not verify the lien balance.
e. 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 EskroBytes.com website.
f. After Buyer and Seller agree to the purchase amount and the funds are secured with EskroBytes.com, EskroBytes.com will obtain the lien payoff demand from the lien holder and send the same to Buyer and Seller. EskroBytes.com does not negotiate or determine the lienholder policies, procedures, or payoff demand. If the lienholder demands more to release the lien than EskroBytes.com is holding, Buyer and Seller must agree how the difference will be paid, provide a joint escrow instruction in that regard, and fund that amount per their agreement to EskroBytes.com so that EskroBytes.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.
g. EskroBytes.com cannot guarantee the title will be sent to the Buyer once the lien is paid. If the lienholder sends the title to the Seller, the Seller is responsible to send it to the Buyer outside of escrow. EskroBytes.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 EskroBytes.com.
h. The Parties understand and acknowledge that Titles are required for vehicles to cross international borders.
ADDENDUM 2 OTHER STATE LAWS
1. This Addendum incorporates by reference as if set forth in full herein the General EskroBytes.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.
2. This Addendum applies only to Transactions involving the laws of states other than Georgia.
3. Escrowed Funds for Arizona Buyer and Sellers
a. Unless all parties to the escrow instruct EskroBytes.com otherwise in writing, EskroBytes.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 EskroBytes.com shall keep the escrow monies separate, distinct and apart from monies belonging to EskroBytes.com.
b. No later than three business days after receipt of any escrow monies, EskroBytes.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:
i. The dollar charge that may be imposed by EskroBytes.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.
ii. EskroBytes.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 EskroBytes.com maintains its Arizona accounts) is .3%, and a party deposited $1,000.00 into escrow, EskroBytes.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.
c. The interest-bearing account can be established by EskroBytes.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. EskroBytes.com would provide the formula indicated above and caution the parties to ensure the return would exceed the cost before exercising the option.
d. 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.
Privacy Policy
EskroBytes's Privacy Policy Last update: Oct 2nd, 2023 Please read this privacy policy (the “Policy”) carefully to understand how Gannod LLC., 3247 SugarCreek Trce SE, Atlanta. GA. 30316 (“EskroBytes”, “we”) uses personal information. By accessing or using www.EskroBytes.com, the EskroBytes mobile app, or any other related sites, applications, services and goods, or any other website operated by EskroBytes that links to this policy (each, the “Site”), you acknowledge that you have read and understood this Policy. This Policy may change from time to time; any changes we make to this Policy will be posted on this Site, we will also take any other steps, to the extent required by applicable law, including notifying you about material changes. Changes to this Policy are effective as of the stated "Last Updated" date. We recommend that you check the Policy periodically for any updates or changes.
• The short version• The longer version
• Information We Collect
• Our Legal Basis for Using Your Personal Information
• How Do We Use The Information Collected?
• How Long Do We Keep Personal Information?
• Children
• Sharing Personal Information with Third Parties
• Where We Store Your Personal Information
• Cookies
• Do Not Track
• External Links
• Security
• Rights of EU, EEA and UK Users
• Specific Provisions for California Residents
• Updating Personal Information
• Contact Us
Information We Collect – You directly provide us with most of the information we collect: when you register to the Site, use it, complete forms, or register to any of our programs. We also collect information about your communications with EskroBytes as well as any of your posts on our blogs or forums and your communication with other users of EskroBytes. In addition, we automatically collect information while you access, browse, view or otherwise use the Site and receive information from third party vendors or other available sources.
Our Legal Basis for Using Your Personal Information - Where relevant under applicable laws, all processing of your personal information will be justified by a "lawful ground" for processing as detailed below.
How Do We Use the Information Collected? – We use personal information to provide you with quality service and security, to operate the Site, understand how people use the Site, and to perform our obligations to you; to ensure marketplace integrity and security; to prevent fraud; to contact you and send you direct marketing communications; to promote and advertise the Site, our services and the EskroBytes marketplace; to comply with lawful requests by public authorities and to comply with applicable laws and regulations.
How Long Do We Keep Personal Information – We will keep personal information only for as long as is required to fulfil the purpose for which it was collected. However, in some cases we will retain personal information for longer periods of time.
Children - This Site is offered and available to users who are at least 18 years of age and of legal age to form a binding contract. Minors under 18 and at least 13 years of age, are only permitted to use the Site through an account owned by a parent or legal guardian with their appropriate permission. Minors under 13 are not permitted to use the Site or the EskroBytes services. We do not knowingly collect personal information from children under 13.
Sharing Personal Information with Third Parties – We share personal information with third parties in order to operate the Site, provide our services to you, fulfil obligations imposed on us by applicable laws and regulations, and prevent fraud, infringements and illegal activities.
Where We Store Personal Information - Some of the personal information you provide to us will be stored or processed on our behalf by third party suppliers and data processors and may be located in other jurisdictions, such as the United States and Israel.
Cookies - We use cookies and similar technologies (such as web beacons, pixels, tags, and scripts) to improve and personalize your experience, provide our services, analyze website performance and for marketing purposes.
Do Not Track (DNT) – Our Site does not respond to Do Not Track (DNT) signals.
External Links - the Site contains links to third party sites and if you link to a third party site from the Site, any data you provide to that site and any use of that data by the third party are not under the control of EskroBytes and are not subject to this Policy.
Security – We implement technical and organizational measures to maintain the security of the Site and your personal information and in preventing unauthorized access, loss, misuse, alteration, destruction or damage to it through industry standard technologies and internal procedures.
Specific Provisions for California Residents- If you are a California resident, you are entitled to specific privacy rights as detailed below.
Updating Personal Information – We take steps to ensure that the personal information we collect is accurate and up to date, and we provide you with the opportunity to update your information through your account profile settings. In the event that you believe your information is in any way incorrect or inaccurate, please let us know immediately.
Contact Us - You can exercise your rights over your personal information, by opening a Customer Relations ticket or contacting us at privacy@EskroBytes.com
The above are just the highlights. We encourage you to read more about the information we collect, how we use it, understand the meaning of cookies (no, you can’t eat it) and more in the long version of our Policy below.
EskroBytes is committed to protecting the personal information of its users - buyers, sellers and other visitors browsing the Site (“users”) as well as affiliates, influencers and other collaborators interacting with EskroBytes. We believe that you have a right to know our practices regarding the information we collect when you visit and/or use the Site. This Policy explains our privacy practices for the Site and services provided by EskroBytes as well as privacy practices that apply to affiliates, influencers and other collaborators who are individuals. By accessing and/or using the Site and its related sites, applications, services, goods and/or registering for an account and/or registering to our affiliate or influencer or similar program, you acknowledge that you understand how we process your personal data in accordance with this Policy, including our collection, use, disclosure, processing and retention of personal information. You can also learn how to limit sharing of information in this Policy.
Information We Collect
Information You Provide. When you register to the Site, use it, complete forms, we ask you to provide certain personal information, including a valid email address, Facebook or Google account login details and username. We will also ask you to provide or otherwise collect additional information, such as, your name, profile details, physical address or billing information, telephone number or other contact details, transactional information, payment information (for example, in certain cases we process your payment method and), taxpayer information and forms, details about other social networks linked accounts, details about your listed gigs, purchases, education, profession and expertise, information and files uploaded by you to the Site, and additional authentication information (such as copies of your government issued ID, passport, or driving license, as permitted by applicable laws and as detailed in our Seller Help Center at “Verifying Your Identity”). We also collect information about or contained in your communications with EskroBytes as well as any of your posts on our blogs or forums and your communication with other users of EskroBytes.
Information We Collect Automatically. We collect information while you access, browse, view or otherwise use the Site. In other words, when you access the Site we collect personal information on your usage of the Site, including transactions and communications with other users through the Site, your searches, the pages you visited, as well as other actions on Site. We also, collect, use and process the information relating to such usage, including geo-location information, IP address, device and connection information, browser information and web-log information, and the URLs of the web pages you’ve viewed or engaged with before or after using the Site. We also collect and process information relating to the use of cookies and similar technologies, as detailed below. We use that information to provide you our services, enhance user experience, personalize your browsing experience as well as monitor the Site for preventing fraud and inappropriate content or behavior.
Additionally, in order to improve your online experience at EskroBytes, we have implemented impression reporting. While you view our ads, we gather user Global Unique Identifier, HTTP request data like, user agent, IP, host, URL, country/continent from which request made, browser info, device/operating system/operating system version.
Information We Receive from Third Parties. We receive information from third party vendors and/or other commercially available sources, such as:
• Third party vendors who provide us data to supplement the information we collect about you, in accordance with applicable laws. For example, we receive fraud warnings from service providers for our fraud prevention and risk assessment efforts. We also receive information from enrichment service providers to enhance and personalize your experience as well as from advertising and marketing partners in order to manage and measure our campaigns.
• If you link, connect, or login to your account with a third-party service (e.g. Google, Facebook, LinkedIn), we receive certain information, such as your registration and profile information from that service. This information varies and is controlled by that service or as authorized by you via your privacy settings at that service.
• If you choose to invite contacts from your G-suite directory, we will have the ability to view details of contacts, subject to your G-suite permission. We will use this data to allow you to invite your contacts to your EskroBytes account. We will also use aggregated anonymised information for our internal purposes.
• If you integrate into your account information from third parties or otherwise integrate your account with third party systems, tools or products, we will receive certain information about you according to your permissions at such third parties.
• We also receive certain information about you, if you are invited to EskroBytes by another user (for example, as part of our collaboration tools and referral program), in such case we will receive limited information, such as your email address or other contact information, and we will use it for the same purpose it was provided and in accordance with the terms of this Privacy Policy.
We combine your personal information with information we collect automatically or obtain from other companies and use it for the purposes detailed in this Policy.
Our Legal Basis for Using Your Personal Information - Where relevant under applicable laws, all processing of your personal information will be justified by a "lawful ground" for processing. In the majority of cases, processing will be justified on the basis that:
• you have provided your consent for us to use your personal information for a specific purpose;
• our use of your personal information is necessary to perform a contract or take steps to enter into a contract with you (e.g. to provide you with services which you have purchased);
• the processing is necessary to comply with a relevant legal obligation or regulatory obligation that we have (e.g. fraud prevention); or
• the processing is necessary to support our legitimate interests as a business (e.g. to improve our services to you), subject to your interests and fundamental rights and provided it is conducted at all times in a way that is proportionate.
How Do We Use the Information Collected? – We will use your personal information for the following purposes:
• to provide you with quality service and security, to operate the Site, to perform our obligations to you and to develop and improve our service. For example, we use personal information to verify your identity. We also use this information to establish and set up your account, verify or re-issue a password, log your activity, enable your communications with other members, provide customer support and contact you from time to time. The information helps us to develop and improve our services, to understand and analyse our performance as well as your preferences and performance and to customize and personalize our service and enhance your experience (including by making Gig suggestions, ranking search results, etc.).
• to ensure marketplace integrity, prevent fraud and maintain a safe and secure marketplace and services. For example, we use personal information to monitor, track and prevent fraudulent activities and other inappropriate activities, monitor content integrity, conduct security investigations and risk assessments, verify or authenticate information provided by you, enforce our Terms of Service and comply with applicable laws. We conduct certain behavioural analytics to achieve the above objectives and in limited cases, if we detect activity that we think poses a risk to the EskroBytes marketplace, other users, our community, or third parties, automated processes may restrict or limit your ability to use EskroBytes. If you would like to challenge any such decision, please contact us at privacy@EskroBytes.com.
• to contact you, as requested by you or as otherwise approved by you or permitted according to this Policy.
• to promote and advertise the Site, our services and the EskroBytes marketplace. For example, we use the information collected from you for the purpose of sending direct marketing messages (as detailed below), to show you information that may be of interest to you, to organize and facilitate referral programs, contests or other promotional activities or events.
• to maintain appropriate business records, to comply with lawful requests by public authorities and to comply with applicable laws and regulations or as otherwise required by law.
We will ask for your consent before using information for a purpose other than those set out in this Policy.
Direct marketing:
• We use your personal information to send you direct marketing communications about our products, services or promotions from EskroBytes that may be of interest to you or our related services. This may be via email, post, SMS, telephone or targeted online advertisements.
• Our processing of your personal information for marketing purposes is based on our legitimate interest, or on your consent, or as otherwise permitted according to applicable laws. You have a right to prevent direct marketing of any form at any time - this can be exercised by following the opt-out link attached to each communication or by sending an email to optout@EskroBytes.com.
• We take steps to limit direct marketing to a reasonable and proportionate level, and to send you communications which we believe may be of interest or relevance to you, based on the information we have about you.
How Long Do We Keep Personal Information – We apply a general rule of keeping personal information only for as long as is required to fulfil the purpose for which it was collected. However, in some circumstances, we will retain your personal information for longer periods of time. We will retain personal information for the following purposes:
• as long as it is necessary and relevant for our operations, e.g. so that we have an accurate record of your dealings with us in the event of any complaints or challenge; and
• in relation to personal information from closed accounts to comply with applicable laws, prevent fraud, collect any fees owed, resolve disputes, troubleshoot problems, assist with any investigation, enforce our Site terms and take other actions as permitted by law.
Children - This Site is offered and available to users who are at least 18 years of age or older and of legal age to form a binding contract. Minors under 18 and at least 13 years of age, are only permitted to use the Site through an account owned by a parent or legal guardian with their appropriate permission. Minors under 13 are not permitted to use the Site or the EskroBytes services. We do not knowingly collect personal information from children under 13. Parents and guardians should at all times supervise their children's activities. If we learn we have collected or received personal information from a child under 13, we will delete that personal information. If you believe we might have any information from or about a child under 13, please contact us at privacy@EskroBytes.com.
Sharing Personal Information with Third Parties – We do not sell or rent your personal information to third parties for their marketing purposes without your explicit consent.
We share your personal information with third parties as detailed below:
• With other users and Site visitors. Once you register, your username, country, and additional information regarding your activity is made public and is visible to all users of the Site. This information includes photos you upload, your published portfolio, Gig information, ratings, and additional information you may choose to add to your profile. We also offer you the opportunity to participate and post content publicly in forums, blogs and on other similar features. Please be aware that certain information, such as your user name and profile, together with the content uploaded by you, will be publicly displayed when you use such features. Your information will also be shared with other users when you message or otherwise communicate with such users. When you publish your information and/or share your data with other EskroBytes users, you do so at your own risk. If you choose to share personal information with other users, including Sellers providing you a service via EskroBytes, such personal information is shared with other users as separate controllers. While EskroBytes our Terms of Service require Sellers to keep the information shared with them confidential, EskroBytes cannot ensure that all users will do so and it is your responsibility to ensure that other users will comply with your standards.
• With Service Providers. We share personal information for business purposes with service providers that provide us with services for the purpose of operating the Site, opening and operating your account as well as providing ancillary services and solutions. These include, among others, hosting services, billing and payment processors and vendors, CRM systems, forum hosting, community management services, data and cybersecurity services, web analytics and performance tools, translation tools, IT SaaS services, session recording, communication systems, mailing systems, data optimization and marketing services, data enrichment services, legal and financial advisors or technical consultants. Consistent with applicable legal requirements, we take appropriate technical and organizational measures to require third parties to adequately safeguard your personal information and only process it in accordance with our instructions;
• For legal reasons. We share personal information with law enforcement agencies, public authorities or other parties in order to respond to a subpoena or court order, judicial process or to regulatory authorities, if we believe we are required to do so by law, or that doing so is reasonably necessary to comply with legal processes; when we believe it necessary or appropriate to disclose personal information to law enforcement authorities, such as to investigate actual or suspected fraud or violations of law, breaches of security, or breaches of this Policy; to respond to claims against us; and to protect the rights, property, or personal safety of EskroBytes, our customers, or the public;
• For payments and fraud detection. We share personal information with payment processors, fraud detection agencies and similar third parties for the purpose of facilitating payments done via the Site and securing the Site and protecting it against fraud, unauthorized transactions (such as money laundering), claims or other liabilities;
• With social media partners. Our Site includes certain social media features, including single sign on features. We also share limited personal information with such social media platforms and marketing partners, such as Facebook and Google, to promote our services or the EskroBytes marketplace. Such features and third party services collect certain information about you and may set a cookie to enable their functionality. Such third parties’ features are governed by their policies.
• With users with whom you interact. We share personal information to help facilitate interactions between users. For example, if you are a Buyer we may share certain limited information about you (such as the fact it is your first purchase on EskroBytes) with the Seller to ensure the services you receive from the Seller will fit your needs; such sharing of information is limited in scope, and is only intended to improve the services provided by the Seller and your user experience;
• In the context of a corporate transaction. Personal information will also be disclosed if we go through a business transition such as a merger, sale, transfer of all or a portion of EskroBytes's assets, acquisition, bankruptcy or similar event. In the event that we sell any business or assets, we will disclose your data to the prospective buyer. If we or substantially all of our assets are acquired by a third party, information held by us about our users will be one of the transferred assets.
This Site is also protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply with respect to data collected by reCAPTCHA. The use of Google reCAPTCHA is required in order to prevent fraud and misuse of the Site by use of automated machines. To learn more, please see Google's privacy policy.
Where We Store Personal Information - Some of the personal information you provide to us will be stored or processed on our behalf by third party suppliers and data processors and may be located in other jurisdictions, such as the United States .whose laws may differ from the jurisdiction in which you live. Whether to third parties or internally, there are also transfers of personal information from the European Economic Area (“EEA”) to countries outside of the EEA not deemed to provide an adequate level of data protection from a European data protection perspective, such as the United States. With regard to data transfers to such recipients outside of the EEA we provide appropriate safeguards, in particular, by way of entering into European Union (EU) standard contractual clauses as amended from time to time, and/or equivalent data transfer safeguards. We will take all steps reasonably necessary to ensure that your personal information is treated securely and in accordance with this Policy.
Cookies - We use cookies and similar technologies (such as web beacons, pixels, tags, and scripts) to improve and personalize your experience, provide our services, analyze website performance and for marketing purposes. To learn more about how we and our third party service providers use cookies and your control over these Cookies, please see our Cookie Policy.
Do Not Track (DNT) – Do Not Track (DNT) is a privacy preference that users can set in some web browsers, allowing users to opt out of tracking by websites and online services. We do not honor browser requests not to be tracked online (known as “Do Not Track”), but our Cookie Policy describes how you can opt out of receiving cookies.
External Links - Please note that the Site contains links to third party sites and if you navigate to a third party site from the Site, any data you provide to that site and any use of that data by the third party are not under the control of EskroBytes and are not subject to this Policy. You should consult the privacy policies of each site you visit. This Policy applies solely to personal information collected by our Site. If you upload content, including personal information, to a social network and then tag the Site, your submission will be subject to that social network's terms of use and privacy policy, even where you post on an official EskroBytes page on the social network. We do not have control over these terms of use and privacy policies and have not reviewed their adequacy. You should therefore review these before submitting any personal information.
Security – We implement technical and organizational measures to maintain the security of the Site, our services and personal information and in preventing unauthorized access, loss, misuse, alteration, destruction or damage to it through industry standard technologies and internal procedures. Among other things, we regularly maintain a PCI DSS (Payment Card Industry Data Security Standards) certification (with respect to payment by credit cards), as required. In addition, we contractually ensure that any third party processing your personal information equally provides for confidentiality and integrity of your data in a secure way. However, the transmission of data via the internet is not completely secure, and although we will do our best to protect your personal information, we cannot guarantee the security of your data transmitted to the Site. Once we have received your data, we will use strict procedures and security features to try to prevent unauthorized access. Users who have registered to the Site agree to keep their password in strict confidence and not disclose such password to any third party. Further information about our data security practices can be provided on request.
- to obtain information about how and on what basis your personal information is processed and to obtain a copy;
- to rectify inaccurate personal information;
- to erase your personal information in limited circumstances where (a) you believe that it is no longer necessary for us to hold your personal information; (b) we are processing your personal information on the basis of legitimate interests and you object to such processing, and we cannot demonstrate an overriding legitimate ground for the processing; (c) where you have provided your personal information to us with your consent and you wish to withdraw your consent and there is no other ground under which we can process your personal information; and (d) where you believe the personal information we hold about you is being unlawfully processed by us;
- to restrict processing of your personal information where: (a) the accuracy of the personal information is contested; (b) the processing is unlawful but you object to the erasure of the personal information; (c) we no longer require the personal information for the purposes for which it was collected, but it is required for the establishment, exercise or defence of a legal claim or (d) you have objected to us processing your personal information based on our legitimate interests and we are considering your objection;
- to object to decisions which are based solely on automated processing or profiling;
- where you have provided your personal information to us with your consent, to ask us for a copy of this data in a structured, machine-readable format and to ask us to share (port) this data to another data controller; or
- to obtain a copy of or access to safeguards under which your personal information is transferred outside of the EEA.
In addition to the above, you have the right to lodge a complaint with a supervisory authority for data protection. Please note that the right of access and the right to erasure do not constitute absolute rights and the interests of other individuals may restrict your right of access or erase in accordance with local laws.
We will ask you for additional data to confirm your identity and for security purposes, before disclosing data requested by you. We reserve the right to charge a fee where permitted by law. We will decline to process requests that jeopardize the privacy of others, are extremely impractical, or would cause us to take any action that is not permissible under applicable laws. Additionally, as permitted by applicable laws, we will retain where necessary certain personal information for a limited period of time for record-keeping, accounting and fraud prevention purposes.
Specific Provisions for California Residents- This section of the Policy applies to you, if you are a California resident. During the last twelve (12) months we have collected the following categories of personal information from users:
• Information that you chose to upload or otherwise provided by you to EskroBytes, which may include: (i) Identifiers and personal information, such as name, postal addresses, online identifiers, email addresses, passport number or driving license number, social security number; (ii) characteristics of protected classifications, such as gender; facial image; audio, electronic or similar information; (iii) professional or employment-related information; (iv)education information; (v) commercial information; (vi) Audio or other sensory information, for example if you provide audio-based services on EskroBytes.
• Information we collect when you use EskroBytes, including (i) Identifiers and personal information, such as online identifiers, internet protocol (IP) addresses, access device and connection information such as browser type, version, and time zone setting and browser plug-in types and versions; (ii) commercial information, including products or services purchased, obtained, or considered, or other purchasing or consuming histories or tendencies; (iii) Internet or other electronic network activity information, including, but not limited to log-in and log-out time, the duration of sessions, the content uploaded and downloaded, viewed web-pages or specific content on web-pages, activity measures; (iv) Location information.
• Information that we collect or receive from third parties, such as service providers, advertisers, and third-party accounts you link with EskroBytes, including: (i) Identifiers and personal information, such as name, online identifiers, email addresses, internet protocol (IP) addresses, access device and connection information such as browser type, version, and time zone setting and browser plug-in types and versions; (ii) Professional or employment-related information; (iii) Internet or other electronic network activity information, including, but not limited to log-in and log-out time, the duration of sessions, the content uploaded and downloaded, viewed web-pages or specific content on web-pages, activity measures; (iv)Commercial information; and (v) Location information.
• Inferences drawn from any of the information identified above to create a profile about you.
We use the personal information that we collect or receive for the business purposes as described above under the Section titled “How Do We Use the Information Collected?”.
We may disclose the above listed categories of personal information to third parties for business purposes as described above under the Section titled “Sharing Personal Information with Third Parties” in the Privacy Policy. In the preceding twelve (12) months, we have disclosed all the categories of personal information detailed above for business purposes.
As previously mentioned in this Policy, we do not “sell” (as such term is defined in the CCPA) personal information.
You are entitled to the following specific rights under the CCPA, subject to certain exceptions, in relation to personal information related to you:
• You have a right to request access to the personal information we have collected about you over the past 12 months, including: (i) the categories of personal information we collect about you; (ii) the categories of sources from which the personal information is collected; (iii) the business or commercial purpose for collecting your personal information; (iv) the categories of third parties with whom we have shared your personal information; (v) the specific pieces of personal information that we have collected about you.
• You have a right to request that we delete personal information related to you that we collected from you under certain circumstances and exceptions.
• You also have a right not to be discriminated against for exercising your rights under the CCPA.
• You also have a right to submit your request via an authorized agent. If you use an authorized agent to submit a request to access or delete your personal information on your behalf, the authorized agent must: (1) be a person or business entity registered with the California Secretary of State to conduct business in California; (2) provide proof of such registration; and (3) provide documentation or other proof indicating that they are authorized to act on your behalf. We may also require you to verify your identity directly with us, and directly confirm with us that you provided the authorized agent permission to submit the request.
To make such requests, we kindly ask that you open a Customer Relations ticket here: http://support.EskroBytes.com/hc/en-us/requests/new. If you do not have an active EskroBytes account, please contact us at privacy@EskroBytes.com.
We will verify your request using the information associated with your account, including email address. Government identification may also be required.
A request for access can be made by you only twice within a 12-months period. Any disclosures that we provide will only cover the 12-months period preceding receipt of your request. We do not charge a fee to process or respond to your verifiable User request unless it is excessive, repetitive, or manifestly unfounded. If we determine that the request warrants a fee, we will inform you of the reasons for such decision and provide you with a cost estimate before processing further your request.
Updating Personal Information – We take steps to ensure that the personal information we collect is accurate and up to date, and we provide you with the opportunity to update your information through your account profile settings. In the event that you believe your information is in any way incorrect or inaccurate, please let us know immediately. We will make sure we investigate the matter and correct any inaccuracies as quickly as possible where necessary or give you ways to update it quickly or to delete it - unless we have to keep that information for legitimate business or legal purposes. When updating your personal information, we will ask you to verify your identity before we can act on your request. If for any reason you have a problem with deleting your personal information, please contact EskroBytes's Customer Support and we will make reasonable efforts to delete any such information pursuant to any applicable privacy laws.
You can review and change your personal information by logging into the Site and visiting your account profile page.
If you delete your User Generated Content (“UGC”), as defined in the EskroBytes Terms of Service, from the Site, copies of your UGC may remain viewable in cached and archived pages, or might have been copied or stored by other Site users. Proper access and use of information provided on the Site, including UGC, is governed by our Terms of Service.
Contact Us - To exercise any of your rights in connection with your personal information, we kindly ask that you open a Customer Relations ticket. Please include all the relevant details, so your ticket can be handled correctly. We will process any requests in line with any local laws and our policies and procedures. You may also contact us at privacy@EskroBytes.com.
If you have any questions (or comments) concerning this Policy, please email our team at privacy@EskroBytes.com, and we will make an effort to reply within a reasonable timeframe.