Terms of Service
Effective Date: [15/05/2020]
VaultxEscrow ("VaultxEscrow," "we," "us") provides escrow services globally through its various legal entities. In the United States and other applicable jurisdictions, services are offered by Internet Escrow Services Inc., a California corporation. For Australian users, services are provided by Payments Australia Pty Ltd (ABN 77 252 221 924). In Canada, services are handled by Canadian Payments Inc., a British Columbia corporation. These entities collectively ensure compliance with local licensing requirements and applicable regulations.
1. Acceptance of Terms
By using VaultxEscrow services, you ("You" or "Your"), including any organisation you represent, agree to these General VaultxEscrow Terms and Conditions ("Terms"). These Terms, along with the supplemental agreements and policies referenced herein, govern your use of our escrow services. They replace all previously issued General Terms and Conditions. It is your responsibility to review the latest version of these Terms before using VaultxEscrow services. Changes to the Terms will be updated on our website and are effective immediately unless otherwise stated.
2. Scope of Terms
These Terms apply to the Buyer, Seller, and Broker (individually, a "Party" or "Underlying Party" and collectively, "Parties" or "Underlying Parties") engaged in any escrow transaction ("Escrow Transaction") using VaultxEscrow services. Additional applicable documents include:
VaultxEscrow Terms of Use
- Privacy Policy: https://vaultxescrow.com/policy/privacy-policy
- Payment Policy: https://vaultxescrow.com/policy/payment-policy
- VaultxEscrow Terms and Conditions: https://vaultxescrow.com/policy/terms-of-service
- General VaultxEscrow Rules: https://vaultxescrow.com/policy/vaultxescrow-rules
- GDPR Cookie Policy: https://vaultxescrow.com/policy/vaultxescrow-gdpr-cookie-policy
- CoinMixin Protocol Instructions: https://vaultxescrow.com/policy/coinmixin-instructions
3. Definitions and Interpretation
Key terms used in these Terms include:
- Account: A VaultxEscrow account used by a Buyer, Seller, or Broker for transactions.
- Affiliate: Any entity under common control with VaultxEscrow.
- Applicable Law: All relevant laws, regulations, and rules governing VaultxEscrow services.
- Escrow Fees: Fees payable to VaultxEscrow for its services.
- Escrowed Funds: Funds held in escrow by VaultxEscrow.
- Escrow Instructions: Comprehensive instructions governing an Escrow Transaction, including general, transaction-specific, and supplemental terms.
- Merchandise: Tangible or intangible goods transacted using VaultxEscrow.
- Underlying Transaction: The original transaction between the Buyer, Seller, and Broker facilitated by VaultxEscrow.
- User: Any Party using VaultxEscrow services.
4. General Conditions of Use
To use VaultxEscrow services, Users must register for an account and provide accurate, complete, and current information. You are responsible for updating your information as necessary. Users must comply with Applicable Laws and VaultxEscrow's guidelines.
VaultxEscrow reserves the right to reject any transaction or user registration that does not meet our criteria or comply with these Terms.
5. Prohibited Transactions
VaultxEscrow strictly prohibits the use of its services for transactions involving:
- Illegal goods or services.
- Obscene or offensive materials.
- Firearms, munitions, or illegal substances.
- Counterfeit or pirated products.
- Transactions with sanctioned entities or individuals.
6. Escrow Services
VaultxEscrow provides secure escrow services to facilitate the completion of transactions between Buyers and Sellers. Key responsibilities include:
- For Sellers: Delivering goods/services as agreed and providing shipment tracking information.
- For Buyers: Depositing funds into escrow and inspecting goods/services during the designated Inspection Period.
- For Brokers: Ensuring proper authorisation from all Parties and providing accurate transaction details.
7. Fees and Payments
Escrow fees and payment terms are outlined on our website and in transaction-specific agreements. All fees must be paid in full before services are rendered. VaultxEscrow reserves the right to deduct applicable fees from escrowed funds before releasing payments.
8. Dispute Resolution
In the event of a dispute between Parties, VaultxEscrow will hold the Escrowed Funds until the dispute is resolved. Disputes may be resolved through negotiation, arbitration, or other methods as specified in the Escrow Instructions.
9. Liability and Indemnification
VaultxEscrow is not liable for:
- Actions or omissions of any Party in an Escrow Transaction.
- Delays or errors caused by third-party service providers.
- Transactions violating Applicable Law.
10. Governing Law and Jurisdiction
All Escrow Transactions are deemed to occur in the jurisdiction specified in the Escrow Instructions, typically San Francisco, California, unless otherwise stated. These Terms are governed by the laws of the specified jurisdiction.
11. Responsibilities of VaultxEscrow
VaultxEscrow is obligated to perform only the duties expressly described in the VaultxEscrow Terms of Service. VaultxEscrow shall not be liable for any errors in judgment, actions taken or not taken, or mistakes of fact or law, except in cases of gross negligence or wilful misconduct. VaultxEscrow may rely on any document, instruction, or communication purporting to be transmitted or signed by a User and is not obligated to verify its authenticity. VaultxEscrow does not verify or guarantee representations made by the Buyer, Seller, or other parties regarding ownership, title, or authenticity of the escrowed property.
If VaultxEscrow encounters uncertainty regarding its duties, conflicting instructions, or disputes concerning escrow funds, VaultxEscrow may:
- Seek legal counsel, with any actions based on such advice deemed consented to by the Users.
- Retain the escrowed funds until receiving clear instructions from the Users, an arbitration decision, or a court judgment.
- Discharge its duties by depositing escrowed funds with a court.
- Escheat the funds or take other lawful actions.
12. Resignation as Escrow Agent
VaultxEscrow may resign by providing notice of its intent. If, within ten (10) days, no substitute escrow agent is designated, VaultxEscrow may deposit the escrowed funds with a court. If a replacement agent is appointed, VaultxEscrow will transfer the funds and be released from further responsibilities.13. Transaction Cancellation
VaultxEscrow may cancel a transaction if parties fail to agree on terms, or if a transaction is deemed incomplete. In such cases, all parties will be notified via email.
14. Communication and Verification
Disclosures and communications will be conducted via email or the platform unless otherwise arranged. VaultxEscrow may request additional verification or documentation from Users.
15. Digital Identification
VaultxEscrow assigns a unique Digital ID to each User, which serves as an electronic signature for documents and communications.
16. Fees and Payments
Unless otherwise agreed, the Buyer will pay all service fees, disclosed prior to initiating the transaction. Fees are non-refundable and may change with notice. Overdue payments accrue interest at 2% per month or the maximum rate allowed by law.
17. Taxes
Applicable taxes are the responsibility of the parties involved in the transaction. VaultxEscrow may report relevant transactions to tax authorities.
18. Invoices
VaultxEscrow will issue invoices for its services but does not provide invoices for the underlying transaction or merchandise.
19. Security
VaultxEscrow employs secure encryption and authentication protocols to protect data and requires Users to maintain the confidentiality of their passwords.
20. Risk Acknowledgement
Users agree to use VaultxEscrow services at their own risk.
21. Disclaimer of Warranties
VaultxEscrow makes no guarantees regarding the underlying transactions, uninterrupted service, or security breaches. All services are provided "as is."
22. Third-Party Liabilities
VaultxEscrow is not responsible for third-party services, actions, or events outside its control.
23. Limitation of Liability
VaultxEscrow's liability is limited to cases of gross negligence or wilful misconduct. VaultxEscrow is not liable for disputes between Buyers and Sellers.
24. Service Termination
VaultxEscrow may suspend or terminate services at its discretion. Users remain responsible for obligations incurred before termination.
25. Non-Transferability
Users cannot assign or transfer their rights under the Terms without VaultxEscrow’s consent.
26. Terms Modifications
VaultxEscrow reserves the right to amend these Terms. Changes do not apply retroactively to transactions already agreed upon.
27. Notices
Notifications will be sent via email or platform announcements.
28. Miscellaneous Provisions
These Terms are governed by the laws of [applicable jurisdiction]. Disputes will be resolved through arbitration or other agreed-upon legal means.
29. Assignment
VaultxEscrow may assign its rights and obligations to affiliated entities or successors.
30. Escrow Instructions
The transaction details agreed upon by all parties constitute the binding escrow instructions. Any changes require mutual consent.
31. Services Overview
VaultxEscrow facilitates the secure exchange of property and services, excluding prohibited items. Parties must regularly check the platform for transaction updates. VaultxEscrow implements a minimum amount of escrow transaction (escrow contract) valued at $1000 to ensure the transaction is cost-effective and covers all expenses.
32. Shipping and Tracking
For physical goods, Sellers must use a shipping method with tracking and insure the shipment for its full value. Shipping information must be provided promptly.
33. Buyer Acceptance and Fund Disbursement
Buyers must accept or reject merchandise within the inspection period. If no action is taken, the merchandise is deemed accepted. VaultxEscrow will disburse funds according to the agreed transaction terms.
34. Buyer Rejection Process
Buyer is responsible for all escrow fees if the escrow transaction is cancelled or the merchandise is returned. During the Buyer Inspection Period, the buyer may reject for any reason by clicking the “Reject” button and following all instructions on the site for rejecting the merchandise. Upon rejection, VaultxEscrow will notify the seller about the buyer’s rejection and the return of the merchandise. The buyer must promptly return the merchandise within 10 calendar days after rejection notice and insure, at their expense, the value of the returned merchandise during shipment to the address designated in the seller’s profile. The buyer is responsible for all return shipping expenses unless agreed otherwise by the parties.
The seller must notify VaultxEscrow of any change of address at least 48 hours prior to a merchandise rejection. Failure to do so means the last known address in VaultxEscrow’s records will be considered the seller’s address for this process. The seller must cooperate reasonably to facilitate the return of rejected merchandise and must not impede the return process. The buyer is liable for shipping damages if insurance is unavailable or insufficient.
The merchandise must be rejected as outlined in these terms to qualify for a refund. If the buyer’s rejection does not comply with these terms or the applicable transaction terms, the seller retains the right to pursue any remedy under applicable law.
Regardless of the rejection reason, the buyer must return the rejected merchandise to the seller to receive the escrowed funds. Failure to return the merchandise within the specified time allows VaultxEscrow to release the escrowed funds to the seller, minus escrow fees.
Domain Name Transactions
For domain name transactions, if the buyer rejects the domain within the inspection period, the buyer must transfer it back to the seller within 10 calendar days. Failure to do so allows VaultxEscrow to release the escrowed funds to the seller, minus escrow fees. The seller must cooperate in the return process. If the domain is registrar-locked, the seller must create an account with the registrar to accept the returned domain.
IPv4 Number Transactions
For IPv4 number transactions, the buyer may reject the IPv4 numbers only if the recipient RIR’s Whois records do not reflect the buyer or their designee as the registrant. Such rejection automatically constitutes a return to the seller. If the seller accepts the return, VaultxEscrow will refund the escrowed funds to the buyer, minus escrow fees.
35. Authentication Services
These terms apply to escrow transactions referred by external online marketplaces, such as eBay, where merchandise authentication is required.
External Authentication Rules
When using VaultxEscrow through an external marketplace with authentication services, the marketplace’s authentication rules take precedence. VaultxEscrow is not liable for any losses due to external marketplace authentication processes.
Authentication Process
If authentication fails, the buyer and seller must engage with the marketplace to return the merchandise to the seller.
If authentication succeeds, the buyer retains the right to reject the merchandise within the inspection period.
If re-authentication is required for rejected merchandise, the buyer must follow the marketplace’s instructions. VaultxEscrow will rely on the marketplace’s confirmation of the item’s return to process refunds.
Liability Limitations
VaultxEscrow relies on information from external marketplaces and is not liable for merchandise lost, damaged, or altered during authentication. Obligations to the marketplace are independent of VaultxEscrow’s terms.
36. Shipping and Tracking of Returned Items
Following a valid rejection, the buyer must ship the merchandise to the seller’s profile address and submit shipping details on the VaultxEscrow site. VaultxEscrow will notify the seller of the shipping carrier and tracking number.
If the buyer fails to follow these guidelines, escrowed funds will not be returned unless:
- The seller confirms receipt of the merchandise in its original condition.
- A dispute resolution process determines a refund.
The seller inspection period begins upon one of the following:
- Seller acknowledges receipt.
- Shipment tracking confirms delivery.
- Seller fails to accept the return.
- Seller fails to retrieve the merchandise when notified by the carrier.
- The seller has five calendar days to inspect the returned merchandise.
37. Seller’s Acceptance or Rejection of Returned Items
The seller must accept or reject the returned merchandise within the five-day inspection period. Failure to respond constitutes acceptance.
The seller may reject a return if the merchandise is not in its original condition. Disputes will trigger a negotiation period, and unresolved issues may proceed to arbitration within 14 days. If neither party initiates arbitration, VaultxEscrow will return funds to the buyer, minus fees.
Disbursement of Funds
Funds are disbursed upon:
- Seller’s acceptance of the return.
- Expiration of the inspection period.
- Resolution of disputes.
- Fees and shipping costs are deducted according to the transaction terms before funds are released.
38. Cancellation
Either party may request cancellation before merchandise shipment. If funds are escrowed, cancellation triggers a refund to the buyer, minus fees. Domain transactions cannot be cancelled once the domain is in VaultxEscrow’s holding account. For IPv4 numbers, cancellation terms follow the outlined process.
39. Transactions Involving Brokers
For broker-initiated transactions, the buyer and seller agree to the broker’s commission terms. Upon buyer acceptance or inspection period expiration, funds are disbursed to the seller and broker. If a transaction is cancelled or merchandise is rejected, the broker’s commission is forfeited unless otherwise agreed.
40. Dispute Resolution
If a dispute, claim, question, disagreement, or breach (collectively, “Disputes”) occurs between the Underlying Parties concerning the Escrow Transaction, or any aspect of the Escrow Services, the Underlying Parties must promptly notify VaultxEscrow in writing and use their best efforts to resolve the Dispute during the Negotiation Period. If the Dispute is resolved, the Underlying Parties must promptly provide VaultxEscrow with joint instructions outlining the terms of the resolution. If the Dispute cannot be resolved, the Underlying Parties must submit the matter to Arbitration on or before the Arbitration Commencement Period ends and promptly notify VaultxEscrow by email of the commencement. Before initiating Arbitration, the Buyer must return the Merchandise to the Seller.
If any Dispute arises between an Underlying Party and VaultxEscrow or concerns the Escrow Services, the Parties agree to submit the matter to binding Arbitration, as outlined in this Section. Any Underlying Party with such a Dispute must notify VaultxEscrow in writing. Both Parties will use their best efforts during the Negotiation Period to resolve the issue. If the Dispute is not resolved within the Negotiation Period, it must be submitted to Arbitration on or before the Arbitration Commencement Period ends in accordance with this Section.
YOU UNDERSTAND AND ACKNOWLEDGE THAT YOU ARE WAIVING YOUR RIGHT TO GO TO COURT to assert or defend your rights concerning VaultxEscrow, to the maximum extent allowed by law. Any Dispute between you and VaultxEscrow shall be resolved EXCLUSIVELY THROUGH BINDING ARBITRATION as set forth in this Section. Your rights regarding any Dispute with VaultxEscrow will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. Arbitration procedures may be simpler and more limited than court rules. Any decision of an Arbitrator concerning Arbitration between you and VaultxEscrow is as enforceable as a court order.
Any Disputes brought by you must be filed solely in your capacity, not as part of a class or representative proceeding. The Arbitrator cannot consolidate multiple Disputes against VaultxEscrow or preside over any class or representative proceedings, nor award class-wide relief against VaultxEscrow.
If VaultxEscrow has not received notice of Arbitration by the end of the Arbitration Commencement Period, VaultxEscrow may terminate the Escrow Transaction and refund the Escrowed Funds to the Buyer, minus any applicable fees. VaultxEscrow may choose to initiate Arbitration or file for interpleader in a court of competent jurisdiction. VaultxEscrow may use the Escrowed Funds to pay initiation fees for Arbitration or file an action if permitted by law. The Underlying Party initiating Arbitration must notify the other Parties in writing. The Underlying Parties must accept service of the arbitration notice or summons via email at the addresses provided to VaultxEscrow.
Arbitration may be initiated through an Arbitration Provider of the initiating Party’s choice, including organisations like the American Arbitration Association (“AAA”), Judicial and Mediation Services, Inc. (“JAMS”), or Net-ARB Inc. (“Net-ARB”). Arbitration will take place in San Francisco, California, unless all Parties agree to a different venue. The Federal Arbitration Act governs the Arbitration process, and any conflict with the Arbitration Provider’s rules will be resolved by these Terms.
Arbitration will be before a neutral arbitrator with substantial experience in commercial disputes, unless otherwise agreed by the Parties. The Arbitration Provider will select the Arbitrator, with the option for the Parties to strike names from the proposed list. If the Arbitration Provider does not appoint an Arbitrator in time, the San Francisco County Superior Court may be petitioned to make the appointment.
The Arbitrator will have the authority to determine whether the Dispute is arbitrable, including addressing any failure of an Underlying Party to participate. The final hearing must commence within 120 calendar days after the Arbitrator is selected and be concluded within 90 calendar days. A decision will be rendered within 20 days after the hearing.
Each Underlying Party must advance a proportional share of the Arbitrator’s expenses and any other approved arbitration costs. VaultxEscrow is not responsible for these costs unless VaultxEscrow is a party to the Dispute. If an Underlying Party fails to pay its share, it may be excluded from the Arbitration and face a default ruling.
The prevailing Party may receive their reasonable arbitration expenses and attorneys’ fees, as governed by these Terms and the Federal Arbitration Act. If an Underlying Party fails to respond to the demand for Arbitration, they may forfeit their rights concerning the Dispute and Escrowed Funds, potentially resulting in a default judgment.
An Arbitration award is final and binding. A judgment confirming the award may be entered in any court of competent jurisdiction.
VaultxEscrow will not close the Escrow Transaction or dispose of the Escrowed Funds until it receives joint instructions from all Underlying Parties or a court order/Arbitration award directing it to act. VaultxEscrow will not update Parties regarding the status of the Escrow Transaction, Arbitration, or judicial proceeding unless instructed to do so. If required by law or instructed by an Arbitrator, VaultxEscrow may place the Escrowed Funds in an interest-bearing account, with any interest earned being distributed based on the resolution of the Dispute.
VaultxEscrow reserves the right, at its discretion, to initiate Arbitration or a judicial proceeding (including inter-pleading Escrowed Funds to a court) to resolve a Dispute in an Escrow Transaction.
41. Integrated Affiliate
An entity whose site is integrated, in whole or in part, with the VaultxEscrow site for the purpose of data transmission shall be considered an "Integrated Affiliate" and shall be bound by the Transaction Escrow Instructions and any Supplemental Escrow Instructions (if applicable), effective when terms pass from the Seller's site (and Broker’s site, where applicable) to the VaultxEscrow Site. The Seller (and Broker when applicable) shall be bound by the Transaction Escrow Terms and any applicable Supplemental Escrow Terms once the Buyer clicks the "Agree" button, thus attaching the Buyer’s Digital ID.
42. Time Limits
In cases where the VaultxEscrow site or its Escrow Services are unavailable, or if the Buyer and Seller mutually desire an extension of the Inspection Periods, VaultxEscrow may, at its discretion, extend these periods and will promptly notify all parties via email. All Inspection Periods, except those extended by VaultxEscrow, shall remain unchanged.
Should the VaultxEscrow site be unavailable for informing VaultXEscrow of any acceptance, rejection, or return of an item, the affected party must notify VaultxEscrow within the time limit via our support ticket, by email (support@vaultxescrow.com) or using the support form (www.vaultxescrow.com/contact). Such notifications will only be considered effective once VaultXEscrow confirms receipt via email or updates the Transaction Detail Screen.
43. Payments
Escrowed funds to any Underlying Party shall be promptly transferred to the applicable account after the Buyer’s or Seller’s acceptance, or when a dispute is resolved. If an overpayment occurs, VaultxEscrow will reimburse the excess amount once the Escrow transaction is closed. Any overpayment by the recipient must be returned to VaultxEscrow promptly. If an alternate payment method is requested, the recipient shall bear any postage or wire fees. All parties will hold VaultxEscrow harmless from any loss due to currency conversion.
If the Buyer opts for a credit card payment, VaultxEscrow may charge the Buyer’s credit card when the payment method is selected on the Transaction Detail Screen. The Buyer must provide documentation to verify their identity. VaultxEscrow reserves the right to refuse credit cards or other payment methods at its discretion without providing a reason. If payment refusal occurs, the transaction will be canceled 20 calendar days after VaultxEscrow notifies the Buyer, and the Buyer fails to resolve the issue within that period.
Escrowed funds will generally be paid by check, unless otherwise requested. Disbursements may also be made to a credit card or other payment source if authorised by the relevant financial institution. Payments made by check will be subject to a 10-day hold period.
Payments made by credit card, debit card, or PayPal will not be deposited into VaultxEscrow’s account until the actual deposit occurs on the business day the funds are received.
VaultxEscrow does not accept ACH payments forwarded or “pushed” into escrow accounts. ACH payments will only be accepted if expressly authorised by VaultxEscrow in advance and must comply with applicable U.S. laws. For ACH-funded transactions requiring refunds, VaultxEscrow requires a recall request from the originating institution. If the institution cannot execute the recall, further consideration may be given to issuing a refund from VaultxEscrow.
Upon the disbursement of Escrowed funds, the Escrow Transaction will be considered closed, with no further obligations by the parties involved. If the Buyer (and Broker when applicable) later initiates a stop payment, chargeback, or reversal for ACH or credit card payments after the transaction is closed, this will be considered a material breach of these Terms, and the Buyer (and Broker when applicable) will be responsible for damages resulting from the chargeback, reversal, or stop payment.
44. Escrowed Funds
VaultxEscrow will hold all Escrowed funds in a non-interest-bearing deposit account at a financial institution approved by applicable regulatory authorities. The Escrowed funds will not earn interest unless the Underlying Parties request and VaultxEscrow approves the deposit into an interest-bearing account, subject to a one-time fee of $100. VaultxEscrow is not responsible for any services or benefits the bank provides to VaultxEscrow or its Affiliates.
45. Unclaimed Funds
VaultxEscrow will escheat unclaimed funds in accordance with applicable laws.
46. Changes to Contact Information
You agree to immediately notify VaultxEscrow of any changes to your contact information, including email, mailing address, phone numbers, or business address, so that your records can be updated. VaultxEscrow may send all relevant information and notifications to the email address on file for your account.
47. Indemnification
You agree to indemnify, defend, and hold harmless VaultxEscrow, its affiliates, officers, directors, employees, and agents from any third-party claims arising from your negligent actions, errors, omissions, or breach of the VaultxEscrow Terms. This includes non-payment of Escrow Fees, chargebacks, reversals, or failure to adhere to payment instructions. This indemnification extends to all claims, judgments, settlements, liabilities, legal costs, and damages arising from such actions or breaches.
You also agree to release and indemnify VaultxEscrow from liability for damages or losses resulting from your actions in connection with Escrow Transactions, including but not limited to disputes, chargebacks, misrepresentations, or failure to provide correct or updated information. This indemnification obligation remains even after the termination of 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 VaultxEscrow. In accordance with California Civil Code § 1633.15, an electronic record shall be deemed sent when the information is properly addressed or directed to its intended recipient, and either: (a) enters an information processing system outside the control of the sender; or (b) enters a region of an information processing system under the recipient’s control. An Underlying Party unable to use the Site after the Escrow Transaction has commenced may contact VaultxEscrow by email: support@vaultxescrow.com. in San Francisco, California for alternative methods of signature and acknowledgment. The Parties shall only be required to employ alternative communication methods reasonable under the circumstances. In accordance with California Civil Code § 1633.5, if Seller sells Merchandise by both electronic and non-electronic means, and a Buyer purchases Merchandise by an electronic transaction, Buyer may refuse to conduct further transactions regarding the Merchandise by electronic means, in which case the Parties must acknowledge the arrangement, failing which VaultxEscrow may terminate the Escrow Transaction.
49. Identification
VaultxEscrow shall create, issue, and verify Digital IDs for all Underlying Parties. In accordance with these Terms and California Civil Code § 1633.9, the Uniform Electronic Transaction Act, and similar laws, Digital IDs shall be considered “electronic signatures” attributable to the person as if the Digital ID were the act of the person, and may be shown in any manner, including any security procedure employed for verification purposes.
Digital IDs are attached to all accepted electronic documents and notification emails. Buyer’s Digital ID is attached to all accepted documents when Buyer clicks the “Agree” button. Seller’s Digital ID is attached to all electronic documents when Seller clicks the “Agree” button and documents are transmitted from Seller to the Site. A Broker’s Digital ID is attached to all accepted documents when the Broker initiates the Escrow Transaction by providing the initial email addresses of Buyer and Seller. Notwithstanding anything to the contrary, VaultxEscrow may require ink signatures on hard copy documents, including any or all of the Transaction Escrow Terms.
VaultxEscrow is committed to adhering to all applicable Anti-Money Laundering and Terrorism Financing Laws. To comply with the regulatory obligations and global economic and other sanctions, we conduct screening and comply with the requirements of Applicable Law.
We will collect information about Your identity such as Your full name, date of birth, residential address, and identification number, where applicable and verify the information electronically or using documents we obtain from You.
For us to confirm Your identity electronically, we may disclose Your personal information to an identity verification service.
For a non-individual (such as a corporation, partnership, or trust), You must provide us with documents showing the legal existence of the entity.
While Your identity is being confirmed, or if we are unable to confirm Your identity, we may be unable to provide the requested Escrow Services.
50. VaultxEscrow’s Rights; Disputes
If VaultxEscrow believes that the Escrow Transaction violates the VaultxEscrow Terms of Service or may violate Applicable Law, then it may terminate the Escrow Transaction and, in VaultxEscrow’s sole discretion, may seek relief in a judicial proceeding or take other actions it deems appropriate.
If any Dispute between the Underlying Parties is not resolved within a reasonable time, as determined by VaultxEscrow, or a conflicting demand is made upon it, VaultxEscrow 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 VaultxEscrow Terms of Service; and (c) has authority to act for the entity which he/she is representing.
52. No Representations or Warranties
VaultxEscrow 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 VaultxEscrow Terms of Service are deemed outside of the Escrow Transaction, and neither VaultxEscrow nor any of its Affiliates shall have any responsibility therefor.
53. Entire Agreement/Conflict Resolution
The VaultxEscrow Terms of Service constitute the entire agreement among the Parties concerning the subject matter thereof and supersede all prior or contemporaneous understandings, agreements, or communications concerning such subject matter.
If there is a conflict between the General Escrow Instructions and either the Transaction Escrow Instructions or the Supplemental Escrow Terms, the General Escrow Instructions shall control first, to the extent of such conflicting terms. In the event of a conflict between the General Escrow Instructions and these Terms, these Terms shall control first, to the extent of such conflicting terms.
Nothing in the VaultxEscrow Terms of Service is intended to affect the separate agreements between or among the Underlying Parties, and the separate agreements have no effect on VaultxEscrow.
54. No Third-Party Beneficiaries
Except as otherwise provided with respect to officers, directors, shareholders, employees, and assigns of VaultxEscrow and its Affiliates, there are no intended third-party beneficiaries of the VaultxEscrow Terms of Service.
55. Survival
All provisions of the Transaction Escrow Terms that contemplate performance or abstention following termination of the Escrow Transaction, and all rights and remedies that accrue before termination, shall survive termination. This specifically includes, but is not limited to, the Dispute Resolution provisions of these Terms.
56. Governing Law; Jurisdiction; Forum Selection
These Terms and all other provisions of the VaultxEscrow Terms of Service shall be governed by and construed in accordance with the laws of:
- For Australian users, the State of New South Wales, Australia.
- For Canadian users: the Province of British Columbia.
- For United States users and all other regions: the State of California.
without regard to the choice or conflicts of law provisions of any jurisdiction. Should there be a jurisdictional conflict between buyer and seller, the seller's jurisdiction takes precedence for these Terms.
In any action to enforce or that otherwise concerns the Transaction Escrow Terms, including an action to confirm or vacate an Arbitration award, the Parties shall submit to personal jurisdiction to the courts of the State of California and litigate exclusively in the courts located in San Francisco County, California. The Parties intend this forum selection to be mandatory and not permissive. Each Party hereby waives any right to object to venue or jurisdiction or to assert the doctrine of forum non convenient 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 VaultxEscrow’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 VaultxEscrow 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 similar conditions or epidemics, pandemics, or outbreaks 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
VaultxEscrow’s failure to exercise or enforce any right or provision of the Payment Policy shall not waive such right or provision unless agreed to by VaultxEscrow in writing.
62. Questions about the Services
You may inquire about payments made through the Escrow Service by calling
ADDENDUM 1
These revised addendums provide clear and structured terms for VaultxEscrow's handling of domain name and IPv4 number transactions, addressing various details related to escrow fund release, domain transfer, and related fees.
DOMAIN NAME TRANSACTIONS
This Addendum incorporates by reference, as if set forth in full herein, the VaultxEscrow Terms and Conditions (“Terms”). If there is any conflict between the terms of this Addendum and the Terms, and the Underlying Parties do not all expressly agree otherwise in writing, the Terms shall control.
This Addendum applies only to transactions involving domain names.
Domain Name Transfer and Escrow Fund Release:
If the property sold in the Escrow Transaction qualifies as a "domain name," VaultxEscrow will release the Escrowed Funds only when the transfer of the domain name has been confirmed by VaultxEscrow (at its option), or Buyer has notified VaultxEscrow of receipt of the transfer, and allowed the Buyer Inspection Period specified in the Transaction Detail Screen to expire or has accepted the transfer.
The Seller shall transfer the domain name to the Buyer based on the information provided in the Buyer’s profile. Seller must provide the necessary username, password, and/or authorisation code, if any, required to access the domain name to the Buyer before releasing the Escrowed Funds.
Domain Name Holding Transactions:
If an Escrow Transaction requires VaultxEscrow to hold the domain name for a designated period ("Domain Name Holding Transaction"), the Underlying Parties agree to be bound by the domain name holding instructions, terms, and documents set out on VaultxEscrow’s website and any other written terms or conditions agreed to by the Underlying Parties and VaultxEscrow.
VaultxEscrow reserves the right to reject any additional terms or documents and may terminate the Escrow Transaction as provided herein. The Underlying Parties may not assign their rights without all Parties’ consent, including VaultxEscrow’s. Seller’s request for payment of Escrowed Funds to a third party is not considered an assignment but may be rejected at VaultxEscrow’s discretion.
Concierge Process:
The Concierge Process is available when the transfer involves only a domain name (no content). There is no inspection period for this process, and the Buyer cannot reject the domain name once both funds and the domain name are received by VaultxEscrow. In this process, the following steps occur:
(1) Buyer and Seller agree to terms;
(2) Buyer deposits the funds into Escrow;
(3) VaultxEscrow prompts Seller to transfer the domain name into VaultxEscrow’s designated registrar account;
(4) Once the domain name is in escrow, VaultxEscrow releases the funds to the Seller and transfers the domain name to the Buyer.
Delinquent Domain Name Holding Transactions:
If a domain name remains in VaultxEscrow’s holding account with unpaid escrow amounts and unpaid Holding Fees, VaultxEscrow reserves the right to levy the Holding Fee annually in advance.
Broker Appointment and Sale of Domain:
In cases where a domain name remains in VaultxEscrow’s holding account with unpaid escrow amounts and unpaid holding fees for one year or more, VaultxEscrow reserves the right to appoint a domain broker to facilitate the sale of the domain. The broker selection is at VaultxEscrow’s sole discretion.
Reimbursement and Allocation of Sale Proceeds:
The proceeds from the sale of an abandoned domain will first be used to reimburse VaultxEscrow for the broker’s fees and any outstanding fees owed to VaultxEscrow. Any remaining funds will be paid out according to the instructions in the escrow agreement.
Liability for Domain Expiry:
It is the responsibility of the parties to ensure sufficient time remains on the domain before the Domain Name Holding Transaction begins. VaultxEscrow shall not be held liable for domain name expiration if registration fees have not been paid in advance by the parties.
Notification of Actions:
VaultxEscrow will notify the Seller of any actions taken regarding the sale or management of an abandoned domain via the email on file. Efforts will be made to ensure the Seller has the opportunity to rectify outstanding fees before any sale.
Domain Registration Fees:
Charges incurred for domain name registration are non-refundable, regardless of whether the registration is suspended, canceled, or transferred before the end of the current term.
ADDENDUM 2
IPv4 NUMBER TRANSACTIONS
This Addendum incorporates by reference, as if set forth in full herein, the VaultxEscrow Terms and Conditions (“Terms”). If there is any conflict between the terms of this Addendum and the Terms, and the Underlying Parties do not all expressly agree otherwise in writing, the Terms shall control.
This Addendum applies only to Escrow Transactions involving IPv4 Numbers.
Definition of IPv4 Numbers:
For the purposes of this Addendum, “IPv4 Numbers” refers to the IPv4 address range specified by the Underlying Parties in the Transaction Detail Screens. IPv4 Numbers shall be considered personal property.
Transfer Process:
The Underlying Parties must identify the applicable regional Internet registry(ies) (“RIR”) at the start of the Escrow Transaction. The source RIR of the Seller and the recipient RIR of the Buyer may be the same or different RIRs.
"Ship" or "Shipped" means that Seller has either:
(a) requested the source RIR to transfer the IPv4 Numbers and satisfied the RIR transfer policy, and provided notice to VaultxEscrow, or
(b) delivered the IPv4 Numbers to the Buyer through an alternative transfer process as agreed.
Buyer’s Confirmation of Receipt:
The Buyer will be deemed to have received the IPv4 Numbers and the Buyer Inspection Period will begin when:
(a) VaultxEscrow confirms the transfer by presenting Whois records from the recipient RIR reflecting the Buyer as the registrant of the IPv4 Numbers, or
(b) Buyer confirms receipt of the IPv4 Numbers and notifies VaultxEscrow.
Release of Escrowed Funds:
VaultxEscrow will close the Escrow Transaction and release Escrowed Funds to the Seller when the Buyer allows the Buyer Inspection Period to expire or when Buyer accepts the IPv4 Numbers.
ADDENDUM 3
MOTOR VEHICLE TRANSACTIONS
This Addendum incorporates by reference, as if set forth in full herein, the VaultxEscrow Terms and Conditions (“Terms”). If there is any conflict between the terms of this Addendum and the Terms, and the Underlying Parties do not all expressly agree otherwise in writing, the Terms shall control.
This Addendum applies only to Escrow Transactions involving motor vehicles.
Scope of Services:
VaultxEscrow facilitates the purchase and sale of motor vehicles between Buyer, Seller, and Broker (if applicable). VaultxEscrow does not determine legal ownership of the motor vehicle and does not verify the title. VaultxEscrow offers an optional lien service if selected by the Underlying Parties, which is provided in conjunction with the motor vehicle purchase. Legal ownership and title transfer are completed outside of escrow after the satisfaction of financial lien(s) and the release of Titles. VaultxEscrow may assist the parties in obtaining a lien payoff demand and lien release instructions, but all details regarding shipping and title release are coordinated directly between the Buyer and Seller, outside of Escrow Services.
Possession of the Vehicle:
VaultxEscrow does not take possession of the motor vehicle during the Escrow Transaction and is not responsible for the physical transfer of the vehicle or its title between the parties.
Information Provided by Buyer and Seller:
Both the Buyer and Seller are responsible for registering their own accounts with VaultxEscrow and providing all requested details, including vehicle description, make, model, year, Vehicle Identification Number (VIN), sale price, shipping terms, Buyer Inspection Period, and any other required information. The Buyer is responsible for confirming that the Seller has proof of ownership to the Buyer’s satisfaction. The Seller is responsible for determining any lien amount to their satisfaction. VaultxEscrow does not verify lien balances.
Lien and Title Release Process:
Buyer and Seller are strongly encouraged to verify the lien amount and lien-holder policies regarding lien release and title transfer. The Underlying Parties should also consult their local Department of Motor Vehicles (DMV) and the other party’s DMV to confirm the requirements and policies regarding title release, transfer, and registration. Once all terms are agreed upon, the parties may proceed with creating the transaction on VaultxEscrow's website.
Lien Payoff and Additional Costs:
After the Buyer and Seller agree on the purchase amount and the funds are secured with VaultxEscrow, VaultxEscrow will obtain the lien payoff demand from the lien-holder and send it to both parties. VaultxEscrow does not negotiate lien-holder policies or determine the payoff demand. If the lien-holder requests more than VaultxEscrow is holding, the Buyer and Seller must agree on how the difference will be paid and provide joint escrow instructions to cover the difference. If they cannot agree, the Escrow Transaction will be canceled.
Title Transfer:
VaultxEscrow cannot guarantee that the title will be sent to the Buyer once the lien is paid. If the lien-holder sends the title to the Seller, the Seller is responsible for sending the title to the Buyer outside of escrow. VaultxEscrow only guarantees the lien is paid. The Underlying Parties understand and agree that it may take weeks to obtain the title, and this process is outside VaultxEscrow’s control.
International Transactions:
The parties acknowledge that Titles are required for vehicles to cross international borders, and VaultxEscrow does not handle any issues related to international transport or border customs.
ADDENDUM 4
OTHER STATE LAWS
This Addendum incorporates by reference, as if set forth in full herein, the VaultxEscrow Terms and Conditions (“Terms”). If there is any conflict between the terms of this Addendum and the Terms, and the Underlying Parties do not all expressly agree otherwise in writing, the Terms shall control.
This Addendum applies only to Transactions governed by the laws of states other than California.
Escrowed Funds for Arizona Buyers and Sellers:
Unless all parties instruct VaultxEscrow otherwise in writing, VaultxEscrow shall deposit and maintain all escrowed funds in a bank, savings bank, or savings and loan association doing business in Arizona. VaultxEscrow will keep escrow funds separate and distinct from its own funds.
Compliance with Arizona Financial Code:
All escrow accounts will be maintained in compliance with Arizona Financial Code Section 1737 and all applicable Arizona statutes and regulations.