esrook.com ("esrook.com" or “ESROOK.COM” or “we” or “us”) offers escrow services globally, with licensing in the U.K. and beyond.
It is essential that you carefully read and understand these General esrook.com Terms and Conditions ("Terms"). These Terms replace all previously issued General Terms and Conditions and apply to your use of any esrook.com services from this moment onwards.
The Terms are current as of the Effective Date, and subject to change. In the event of a change, we will upload a new version to the Site. You should check the esrook.com website for the latest version of this document before using any esrook.com services.
These Terms apply to the Seller, Buyer, and Broker (each a ”Party” or “Underlying Party,” and collectively ”Parties” or “Underlying Parties”) involved in any Escrow Transaction in connection with the Escrow Services. References to ”You” and ”Your” in the terms apply to you or the organization you represent in connection with an Underlying Transaction (as defined below) as the Seller, the Buyer, and/or the Broker as the context requires. In addition to these Terms, You are also subject to certain other terms, conditions, and agreements (collectively, the “esrook.com Terms of Service”), including:
The Underlying Parties engage esrook.com to act as escrow agent pursuant to these Terms and further agree to the entirety of the esrook.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 ESROOK.COM TO CONDUCT THE ESCROW TRANSACTION (AS DEFINED BELOW) BY ELECTRONIC MEANS.
2. Definitions and Interpretation.
3. Description of the Escrow Service. The Escrow Services are Internet-based transaction management services performed by esrook.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 esrook.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 the United Kingdom, the Underlying Parties all represent and agree that the Escrow Transaction and Escrow Services are being coordinated and taking place in the United Kingdom.
4. Limits on the Escrow Services. The Escrow Services are only available for lawful Merchandise, Seller Services, and Underlying Transactions. esrook.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 esrook.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:
In addition, esrook.com, in its sole discretion, may refuse to complete any Underlying Transaction that esrook.com has reason to believe may be unauthorized or made by someone other than You, or may violate any Applicable Law or the esrook.com Terms of Service Each User agrees to indemnify and hold harmless esrook.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 esrook.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, esrook.com is not liable to any User if esrook.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. esrook.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 esrook.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 esrook.com to facilitate the Escrow Transaction. You represent and warrant that all information You provide to esrook.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 esrook.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.esrook.com/services.php
Upon completion and receipt of the service application and related forms, including the acceptance of the esrook.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 esrook.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 esrook.com with a tracking or reference number for the shipment of the goods. Seller gives esrook.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 esrook.com when Seller ships the Merchandise. In the event esrook.com does not receive notice of shipment from Seller within ten (10) calendar days after Seller is required to ship the Merchandise, Seller authorizes esrook.com to return the Escrowed Funds (excluding esrook.com fees) to Buyer. In the event of a return of the Merchandise by Buyer, Seller shall notify esrook.com of the receipt of the returned items. Upon esrook.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, esrook.com shall remit the Escrowed Funds (excluding esrook.com fees) to Buyer. If Seller notifies esrook.com of its non-acceptance of any returned Merchandise within the Seller's inspection period, then esrook.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 esrook.com on or before the date set forth in the Transaction Detail Screens. Regardless of the payment method, Buyer authorizes esrook.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 esrook.com Terms of Service. esrook.com will deposit funds received from Buyer into an escrow trust account maintained by esrook.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 esrook.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 esrook.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 esrook.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 esrook.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, esrook.com shall transfer the payment amount (less any amount payable to esrook.com for esrook.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 esrook.com of the non-receipt or rejection of the items during the Buyer's Inspection Period, then Buyer authorizes esrook.com to remit the Escrowed Funds (excluding esrook.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 esrook.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. esrook.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 esrook.com to verify that a Broker is fully authorized.
11. Our Responsibilities. esrook.com is obligated to perform only those duties expressly described in the esrook.com Terms of Service. esrook.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). esrook.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. esrook.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 esrook.com is uncertain as to esrook.com duties or rights under the esrook.com Terms of Service, receives any instruction, demand or notice from any User or financial institution which, in esrook.com's opinion, is in conflict with any of the provisions of the esrook.com Terms of Service, or any dispute arises with respect to the esrook.com Terms of Service or the Escrowed Funds, esrook.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 esrook.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. esrook.com may, at any time, give notice of esrook.com's intent to resign as Escrow agent. If, within ten (10) days of such notice, esrook.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), esrook.com may discharge esrook.com duties under these Terms by depositing all escrowed funds with a court of competent jurisdiction. If an alternate Escrow agent is so designated, esrook.com shall be discharged from esrook.com duties under the esrook.com Terms of Service by delivering all Escrowed Funds to such person or entity. Upon payment of the Escrowed Funds pursuant to these Terms, esrook.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 esrook.com for any reason, esrook.com will notify each Party in such Underlying Transaction by e-mail, to the e-mail address each has provided to esrook.com. In esrook.com's sole discretion, esrook.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 esrook.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 esrook.com Terms of Service. You understand and agree that esrook.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 esrook.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 esrook.com's use of the Digital ID.
16. Fees. Unless otherwise agreed upon by each User in the Transaction, Buyer agrees to pay the fees for the Services that are disclosed on the Site at the time the completed Transaction Escrow Instructions are agreed to by all such Users, as well as any other fees, including, without limitation, third party service fees (e.g., shipping, appraisal, inspection, registration - domain or otherwise, etc.). Once paid, esrook.com fees are nonrefundable. esrook.com fees may change from time to time in esrook.com's absolute and sole discretion. Additionally, esrook.com may introduce new fees by providing 30 days' written notice. esrook.com is not responsible for payment of any sales, use, personal property or other governmental tax or levy imposed on any items purchased or sold through the Services or otherwise arising from the Transaction.
16.1. Interest on Overdue Fees. Notwithstanding any other provision in these Terms, any fees, charges or reimbursement of third-party fees due to esrook.com that are not paid by the due date shall accrue interest at the rate of 2% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, calculated daily until the date paid in full. This interest rate is designed to compensate esrook.com for the cost of carrying overdue fees and is in line with the reasonable expectations of parties engaged in escrow transactions.
17. Taxes. Some of our fees may be subject to applicable taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “taxes”) and, unless expressly noted, our fees are exclusive of applicable taxes. You acknowledge that we may make certain reports to tax authorities regarding transactions that we process.
18. Invoices. esrook.com may issue invoices to the relevant party for its fees, however esrook.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. esrook.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 esrook.com. esrook.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.
22. No Third-Party Endorsement or Liability from Acts of Third-Party. You acknowledge and agree that esrook.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 esrook.com Terms of Service based on esrook.com’s association with any third-party. In no event will esrook.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 esrook.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, ESROOK.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, ESROOK.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. ESROOK.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. ESROOK.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. esrook.com may suspend or terminate Your use of the Site or Escrow Services at any time, without notice, for any reason, in esrook.com's sole discretion. esrook.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 esrook.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 esrook.com may incur in order to (a) collect any amounts You owe under the esrook.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 esrook.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 esrook.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. esrook.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 esrook.com to You will be given by e-mail, or by general posting on the Site. You may contact esrook.com by filling out the customer support form or such other email address esrook.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 esrook.com Terms of Service or to an Underlying Transaction, You agree to resolve such dispute in the manner set forth in these Terms. The esrook.com Terms of Service shall be governed by the laws of the United Kingdom. Any dispute shall be resolved pursuant to the Dispute Resolution and Governing Law/Venue provisions of these Terms. The esrook.com Terms of Service constitute the entire agreement between esrook.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. esrook.com may assign these Terms to any current or future affiliated company and to any successor in interest. esrook.com also may delegate certain esrook.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, esrook.com, and Broker when applicable) must execute any supplemental instruction, addition, deletion or alteration thereto (collectively the "Supplemental Escrow Instructions”). esrook.com reserves the right to reject any Supplemental Escrow Instructions and to terminate the Escrow Transaction as provided herein. In accordance with United Kingdom laws, esrook.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 esrook.com are not obligated to follow or rely on any verbal or oral statements or instructions.
31. General Description of Services.
32. Shipping and Tracking of Purchased Items.
33. Buyer's Acceptance; Disbursement of Funds.
34. Buyer Rejection Process.
35. Authentication Services
36. Shipping and Tracking of Returned Item.
37. Seller’s Acceptance or Rejection of Return; Disbursement of Funds.
38. Cancellation.
40. Dispute Resolution.
YOU AGREE AND ACKNOWLEDGE THAT YOU ARE GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights with respect to esrook.com to the maximum extent permitted by Applicable Law. You agree to resolve any Dispute between you and esrook.com EXCLUSIVELY THROUGH BINDING ARBITRATION as set forth in this Section. Your rights with respect to any Dispute with esrook.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 esrook.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 esrook.com and may not otherwise preside over any form of a representative or class proceeding or award class-wide relief against esrook.com.
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.
44. Escrowed Funds.
45. Unclaimed Funds.
esrook.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 esrook.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.
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 esrook.com. In accordance with United Kingdom laws, 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 esrook.com by email at info@esrook.com 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 United Kingdom laws, 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 esrook.com may terminate the Escrow Transaction.
49. Identification.
50. esrook.com’s Rights; Disputes.
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 esrook.com Terms of Service; and (c) has authority to act for the entity which he/she is representing.
52. No Representations or Warranties. esrook.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 esrook.com Terms of Service are deemed outside of the Escrow Transaction, and neither esrook.com nor any of its Affiliates shall have any responsibility therefor.
53. Entire Agreement/Conflict Resolution.
54. No Third-Party Beneficiaries. Except as otherwise provided with respect to officers, directors, shareholders, employees and assigns of esrook.com and its Affiliates, there are no intended third-party beneficiaries of the esrook.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.
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.
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 esrook.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 esrook.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. esrook.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 esrook.com in writing.
62. Questions about the Services. You may inquire about payments made through the Escrow Service by emailing the support email (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 esrook.com's sole discretion, and evidence that You have read, understood and accepted the then applicable terms of using the esrook.com platform.
64. Incorporation by Reference. The esrook.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.
66. Domain Names Addendum. If the property to be sold through the Underlying Transaction qualifies as a domain name, the Terms include the provisions set forth in Addendum 1 to these Terms.
67. IPv4 Numbers Addendum. If the property to be sold in the Underlying Transaction qualifies as an IPv4 number, the Terms include the provisions set forth in Addendum 2 to these Terms.
68. Motor Vehicle Transactions Addendum. If the property to be sold in the Underlying Transaction qualifies as a Motor Vehicle, the Terms include the provisions set forth in Addendum 3 to these Terms.
69. State or other Law Addendum. Although one or more the Underlying Parties and the Escrowed Property or Merchandise may be a citizen of and/or physically located in a location, venue or jurisdiction other than the United Kingdom, the Underlying Parties all represent and agree that the Escrow Transaction and Escrow Services are deemed to be coordinated and taking place in the United Kingdom.
70. Electronic Signatures. For purposes of the esrook.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 esrook.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 esrook.com may provide You all communications and documents, whether initiated by esrook.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 esrook.com Terms of Service or Applicable Law.
Notwithstanding Your consent to receive all Communications electronically, esrook.com reserves the right to require You to provide Communications to esrook.com on paper or in another format according to esrook.com’s sole discretion.
esrook.com reserves the right at its sole discretion to discontinue the provision of electronic Communications. esrook.com will provide You with notice of any such discontinuation as required by Applicable Law. Additionally, esrook.com reserves the right, but assumes no obligation, to provide paper instead of electronic copies of Communications that You have authorized esrook.com to provide electronically.
All Communications that esrook.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 esrook.com Terms of Service as well as any other legal purpose, electronic Communications from esrook.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 esrook.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 esrook.com Terms and Conditions.
See Addendums 1 through 4 attached hereto.
Revised February 5, 2024 (the “Effective Date”).