Terms & Conditions
The terms and restrictions governing your usage and participation in the transaction management and escrow services offered on and through Lotus Escrow (the "Services") are outlined in this agreement (the "Terms of Use" or "Agreement"). You will have acknowledged your acceptance of these Terms of Use and your intention and consent to be bound by them by choosing to use the Services. You must stop using the Services immediately if you cannot accept these Conditions of Use. You will be obligated in the following ways if you accept these Conditions of Use:
Definitions
(i) an account of a Buyer from which payment for the Transaction and related fees will be obtained,
(ii) an account of a Seller to which payment for the Transaction and other payments will be credited, or
(iii) a Broker's account to which the Transaction's payment and any other payments will be credited, together with any associated fees that will be collected. The terms "Agreement" and "Transaction Escrow Instructions" relate to this Agreement, the Site's then-current operating guidelines, and this Agreement. The screens on the Site where users provide all the data necessary to complete a Transaction are referred to as "Transaction Detail Screens." The document on the Site that includes the terms agreed to on the Transaction Detail Screens as well as the additional terms and conditions of the escrow transaction, including these Conditions of Use, is referred to as the "Escrow Instructions" or "General Instructions." The term "User" refers to all Buyers, Sellers, and Brokers involved in a Transaction. The term "Site" refers to the sitename website that houses the Services. Terms in quotation marks that are not otherwise specified here shall have the meanings outlined in the General Escrow Instructions.
Description of the Service
The underlying transaction is intended to be completed under the terms of this Agreement, the Site, and the relevant Transaction Escrow Instructions. The Services are Internet-based transaction management services provided by Lotus Escrow and escrow services provided by Internet Escrow Services, Inc., a California corporation "IES." IES acts as escrow agent in a Transaction.
Limits on the Services
Only legal products and products that are not otherwise excluded by Section 4 below are eligible for the Services. The General Escrow Instructions or Transaction Escrow Instructions, as well as the Site, both contain information about potential restrictions on the Services. The Services can only be used by registered Users. You must provide all the information requested on the website in order to register. The Services may also be restricted by applicable local, state, or federal laws and regulations.
Prohibited Transactions
Users shall not use the Site or the Services in connection with any Transaction involving any obscene material, any munitions or firearms, any pirated software, DVDs or videos, or item(s) otherwise infringing copyrighted works, any illegal drugs or controlled substances, real estate or any interest in real estate, or any Transaction involving any of the following, the sale or transfer of alcoholic beverage licences, the sale of a business (bulk sale), the transfer of title to a business entity, fund or joint control escrows, mobile or manufactured homes or the refinancing of either, reservation deposits of any kind, promissory notes, mortgages, or deeds of trust; or transactions that directly or indirectly involve people (individuals or entities) that U.S. citizens are forbidden from doing business with as a result of sanctions and export controls.Transactions that directly or indirectly involve anyone (individuals or entities) who U.S. citizens are forbidden from doing business with under laws and regulations overseen by the Departments of Treasury, Commerce, and State are also prohibited. In addition, Lotus Escrow has the right, in its sole discretion, to reject any Transaction that it has a good faith belief violates any law, rule, or regulation or for which Lotus Escrow has a good faith belief it was made without your authorization or by someone other than you. Each User acknowledges that doing so will protect Lotus Escrow from damages brought on by any attempted or actual use of the Services in violation of this Agreement.
Rejection of Payment
Lotus Escrow is not responsible to any User if Lotus Escrow fails to complete a Transaction due to any such limit, or if a financial institution refuses to honour any credit or debit to or from an Account. This is because 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. On occasion, Lotus Escrow may update the operational rules for payments that are posted on the Site.
General Conditions of Use
You give permission for a third party (such as an auction, exchange, or Internet-based intermediary that hosts electronic marketplaces and mediates transactions between businesses) to transfer pertinent data to Lotus Escrow in order to facilitate the Transaction if you access the Site through entities that are linked to and/or integrated with Lotus Escrow or in any other way by or through a third party. You guarantee that all the information you give Lotus Escrow or the third party in question is true, accurate, and whole. The party entering into this Agreement on behalf of any User represents and guarantees that he or she is a natural person who is at least eighteen (18) years old and has the right to bind the User. All Users to a Transaction must register at the Site, accept the terms in the General Escrow Instructions, and agree to the Transaction Escrow Instructions in order to start and start a Transaction.
Obligations of Sellers
Each Seller to a Transaction must provide an Account to which payment for the Transaction will be made on the Transaction Detail Screens. Each Seller grants IES and its authorised representatives permission to start credit entries to that Seller's Account for the payment of the purchase price or other applicable balance due and to initiate debit entries to that Seller's Account for the discharge of obligations. According to the terms and conditions outlined in the Transaction Escrow Instructions and General Escrow Instructions, each Seller in a Transaction shall deliver the items listed in Transaction Detail Screens directly to the Buyer (or Buyers), at the address specified by such Buyer as shown on the Lotus Escrow website. Seller must ship the items using a delivery provider that offers a delivery confirmation, and Seller must give Lotus Escrow a tracking or reference number. In order to communicate with the shipping company about the notification of delivery of the goods, the seller authorises Lotus Escrow to act as its agent.Seller authorises Lotus Escrow to release the escrowed funds (excluding Lotus Escrow fees) to Buyer if Lotus Escrow does not receive notification of shipment from Seller within ten (10) calendar days of Lotus Escrow's notification to Seller to ship the items. If the buyer decides to return the things, the seller must inform Lotus Escrow that the returned items have been received. The seller's five (5) day inspection period will start as soon as they get this notification from the seller. Lotus Escrow will release the escrowed funds to the buyer (less Lotus Escrow fees) if the seller accepts the returned items within the inspection period or does nothing during the inspection period. Lotus Escrow will hold the escrow money until the dispute is resolved or take other appropriate measures if the seller notifies it will not accept any returned products during the seller's inspection period. Despite anything to the contrary stated above, no party to this Agreement will be obligated under this Agreement with respect to shipping if all Users to a Transaction agree on the Transaction Detail Screens that there is no shipment necessary.
Obligations of Buyers
Buyer must choose a method of payment and an account on the Transaction Detail Screens from which the purchase price and any associated fees (unless Seller is responsible for those fees) will be deducted in order to deposit funds into escrow. Buyer may send the required monies through a variety of methods, including corporate credit card, charge card, debit card or purchasing card, check (cheque), cashier's check, money order, or wire transfer, depending on the amount of the Transaction and the currency chosen for the Transaction. On or before the date specified in the Transaction Detail Screens, Buyer will initiate a wire transfer to an account selected by Lotus Escrow. No matter the chosen method of payment, Buyer hereby authorises Lotus Escrow and Lotus Escrow authorised agents to initiate credit or debit transactions, as appropriate, to obtain the purchase price and other fees due for a Transaction, and to initiate any debit or credit entries or reversals, as the case may be, as may be necessary to correct any error in a payment or transfer and to discharge Buyer's obligations under Section 22 of this Agreement. The money received from the buyer will be deposited by Lotus Escrow into an escrow trust account that is kept by the company (the "Escrow Account"). Escrow deposits do not yield interest for either the buyer or the seller, unless specifically stated otherwise as in the text that follows. If you expect the Transaction to take longer than expected to close, you can ask Lotus Escrow to put the buyer's cash into an interest-bearing account for the benefit of either the buyer or the seller.Both the Buyer and the Seller must seek and approve the creation of the interest-bearing account for interest to accumulate in the Seller's benefit. If this request is made, Lotus Escrow will add a $100 nonrefundable service charge that must be paid upfront to the account of the party to whom the interest accrues.
When the goods are received or the buyer inspection period begins, the buyer must inform Lotus Escrow whether they have received the things or not. By the end of the buyer's inspection period, the buyer must inform Lotus Escrow whether they have accepted or rejected the items. Lotus Escrow will transfer the payment amount (minus any sum due to Lotus Escrow for Lotus Escrow fees) to the seller's account after receiving notification from the buyer that the products have been received and accepted.Normally, a transfer to a seller will begin within the following business day after the buyer gives notice of acceptance of the items. Buyer authorises Lotus Escrow to transfer the escrowed funds (less Lotus Escrow fees) to the Seller if Buyer does not notify Lotus Escrow during the Buyer's Inspection Period that the items have not been received or are being rejected. If the things are rejected, the buyer must follow the instructions on the website.
Obligations of Brokers
Each Broker to a Transaction must specify an Account to which the Broker Fee payment will be sent on the Transaction Detail Screens. Each Broker grants IES and its designated agents permission to start credit entries to that Broker's Account for the payment of the Broker's commission and to initiate debit entries from that Broker's Account for the payment of that Broker's obligations. Each Broker in a Transaction is required to give the Buyer and Seller email addresses, as well as Transaction information including the purchase price, a description of the goods, an inspection window, and which party is in charge of the Broker and Escrow fees.
Our Responsibilities
Only those tasks that are clearly outlined in this Agreement and the General Escrow Instructions must be completed by Lotus Escrow. With the exception of extreme negligence or willful misconduct, Lotus Escrow is not responsible for any errors of judgement, actions taken or not taken, or errors of fact or law (subject to the limitations in Section 17 below). Lotus Escrow is under no obligation to perform any inquiries or investigations and may rely on any notification, demand, request, letter, certificate, agreement, or other document that purports to have been submitted or signed by or on behalf of a User identified as the sender or signatory thereof.If Lotus Escrow is uncertain about its obligations or rights under this Agreement, receives any instructions, demands, or notices from Users or financial institutions that, in Lotus Escrow's opinion, are in violation of any provisions of this Agreement, or if a dispute arises regarding this Agreement or the Escrowed Funds, Lotus Escrow may: I consult with counsel of our choosing, including our own attorneys and an arbitrator; file a claim with the appropriate court; (ii) refrain from acting in any way other than keeping the escrow funds in place for delivery in accordance with the Users' written agreement, the arbitrator's final ruling or award following a proceeding that was started and conducted in accordance with the General Escrow Instructions, or the final, non-appealable decision of a court of competent jurisdiction, or (iii) fulfil our obligations under this Agreement by depositing all monies through an interpleader action with a court.
Lotus Escrow has the right to announce its intention to quit as an escrow agent at any time. Lotus Escrow may discharge its obligations under this Agreement by depositing all escrowed funds with a court of competent jurisdiction if it has not received notice from all Users in a Transaction that they have designated a substitute escrow agent within ten (10) days of such notice (which notice shall identify the substitute escrow agent). If a backup Escrow Agent is specified, Delivering all escrowed money to that person or entity will release Lotus Escrow from its obligations under this Agreement, the General Escrow Instructions, and the Transaction Escrow Instructions. Lotus Escrow shall be completely relieved from any and all responsibilities and duties with respect to the escrow funds and the Transaction upon payment of the escrow funds in accordance with this Agreement.
Canceling a Transaction
If a Transaction cannot be completed for any reason, including cancellation by Lotus Escrow for any reason, Lotus Escrow will notify each User in such Transaction by e-mail, to the e-mail address each has provided to Lotus Escrow. In Lotus Escrow's sole discretion, Lotus Escrow may cancel any Transaction if each User to a Transaction fails to agree on the terms as required in the Transaction Details Screens by clicking the “Agree” button as requested on the Site. You may cancel a Transaction as provided in this Agreement,either on the Transaction Escrow Instructions or the Generic Escrow Instructions. Questions about the Services - You can contact customer support by filling out the online form or calling the toll-free number shown on the site to ask about payments made using the Service. You undertake to telephone or write an email as soon as you can, but no later than forty-eight hours after you became aware of an issue, if you feel an error has been made or there has been any unauthorised use of your Account or the Services. Please be ready to offer your name, Lotus Escrow reference number, and the email address you registered on the Lotus Escrow website when you contact Lotus Escrow.
Statements, Verification
You consent that, unless the parties otherwise agree as specified in the General Escrow Instructions, all disclosures and communications relating to this Agreement and the Service shall be made through email or on the Site.
Digital Identification
You acknowledge that each User will have a digital identification (a "Digital ID") created, issued, and verified by Lotus Escrow. Each accepted electronic document and email notice have this Digital ID connected to them. You acknowledge that your "Electronic Signature" is a legal "Digital ID." For Lotus Escrow's use of the Digital ID, please check the General Escrow Instructions.
Fees
Buyer undertakes to pay the fees for the Services published on the Site at the time the completed Transaction Escrow Instructions are accepted by all such Users, as well as any additional fees, including, without limitation, third party service fees, unless each User in the Transaction agrees otherwise (e.g., shipping, appraisal, inspection, etc.). Lotus Escrow costs are not refundable once paid. The costs for Lotus Escrow may occasionally fluctuate, at Lotus Escrow's sole and absolute discretion. Any sales, use, personal property, or other governmental taxes or levies imposed on any goods acquired or sold using the Services or resulting from the Transaction in any other way are not the responsibility of Lotus Escrow.
Security
To make sure that the information you give Lotus Escrow is not transmitted over the Internet unencrypted and cannot be viewed by unauthorised people, Lotus Escrow uses secure sockets layer ("SSL"), a security protocol that offers data encryption, server authentication, and message integrity for connections to the Internet. Additionally, Lotus Escrow has put in place a security system that prevents anyone from accessing your Site transactions without a user ID and password. You consent to keeping your password confidential and not disclosing it to or allowing anyone else to use it.
Disclaimers
You clearly acknowledge that the Services are used at your own risk. The Services are exclusively offered "as is" and "as available." Lotus Escrow DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE SERVICES OR THE SITE WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE, OR THAT THE UNDERLYING TRANSACTION, ANY ITEMS OBTAINED BY YOU THROUGH THE USE OF THE SITE OR THE SERVICES, WILL BE COMPLETE OR TIMELY.
Lotus Escrow expressly disclaims any and all express and implied warranties, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Lotus Escrow shall not be liable or responsible for those guarantees, warranties and representations, if any, offered by any Seller of items. No advice or information, whether oral or written, obtained by you from Lotus Escrow or through the Services shall create any warranty not expressly made herein.
You understand and agree that Lotus Escrow does not support any third party's website, accept responsibility or liability for the truth of any information found there, or arise from any infringement of a third party's intellectual property rights, or facilitate any fraud or other crime. Lotus Escrow will never be held responsible for the actions or inactions of any third parties, including but not limited to your financial institution, any payment system, any third-party service provider, any supplier of telecommunications services, Internet access, computer hardware, or software, any mail or delivery service, any payment or clearinghouse system, or for any uncontrollable circumstances (including but not limited to, fire, flood or other natural disaster, war, riot, strike, terrorism, act of civil or military authority, equipment failure, computer virus, infiltration or hacking by a third party, or failure or interruption of electrical, telecommunications or other utility services).
Limitation of Liability
NEITHER Lotus Escrow NOR ITS AFFILIATES SHALL BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL, RELATING TO YOUR USE OF THE SITE OR THE SERVICES OR YOUR INABILITY TO USE THE SITE OR THE SERVICES, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
Termination of Services - In its sole discretion, Lotus Escrow may suspend or terminate your usage of the Services at any time and without prior notice for any reason. Lotus Escrow will try to give you advance notice of the suspension or termination of the Services by sending you an email, but Lotus Escrow is not required to do so unless there is a danger to the security, privacy, or integrity of the Services that justifies it. Prior to such termination, you were responsible for all Transactions you started using the Services and the fulfilment of your commitments. Prior to termination or stopping your use of the Services, you must comply with several conditions, not the least of which is the delivery of the purchased items and payment of all outstanding debts. You acknowledge that Lotus Escrow may incur costs and expenses (including reasonable attorneys' fees) to (a) collect any amounts due under this Agreement, the General Escrow Instructions, or the Transaction Escrow Instructions, (b) initiate an arbitration or judicial proceeding to resolve a dispute between Buyer and Seller, as described in the General Escrow Instructions, or (c) enforce this Agreement or the General Escrow Instructions.
Non-Transferability of the Services
This Agreement and the Escrow Instructions cannot be transferred to another person or organisation. Without Lotus Escrow's prior written approval, you may not sell or otherwise transfer your right to use the Services to any other person or entity. Lotus Escrow may do so after giving you notice. Any transfer or assignment that violates this clause is unlawful and unenforceable.
Modifications
Lotus Escrow reserves the right to modify this Agreement, in whole or in part, at any time and without prior notice; however, no such modification shall be effective with respect to any Transaction once the Users to such Transaction have accepted the Transaction Escrow Instructions. You are aware that the Site will always include the most recent version of this Agreement. Alerts - Lotus Escrow will notify you of any changes via email or a general publication on the website. By using the customer support form or another email address that Lotus Escrow displays as its address for notice on the Site in the most recent version of the Conditions of Use, you can get in touch with Lotus Escrow.
With regard to your use of the Services or any violation of this Agreement, the guidelines on the Site, or the Transaction Escrow Instructions, you agree to defend, indemnify, and hold harmless Lotus Escrow, Lotus Escrow affiliates, and each of their respective officers, directors, shareholders, employees, and assigns from any claim, demand, expense, or damage, including reasonable attorneys' fees and court costs.
Miscellaneous
You undertake to settle any disagreements in accordance with the General Escrow Instructions in the event that they arise out of or are related to this Agreement, the Underlying Transaction, or a breach of any of them. The laws of the State of California shall govern this Agreement. Any disagreement must be addressed in accordance with the General Escrow Instructions' provisions on dispute resolution and governing law and venue. Lotus Escrow and you have agreed to everything in this Agreement, together with the General Escrow Instructions and rules on the Site, and it replaces all earlier or contemporaneous understandings, agreements, and agreements. advertisements and/or messages pertaining to this topic. If there is a discrepancy between the terms and conditions of this Agreement, the guidelines on the Site, and/or the General Escrow Instructions, the General Escrow Instructions' conflicting terms shall have precedence, followed by these Conditions of Use and the guidelines on the Site. By reference, the General Escrow Instructions are included here. Any right or provision of this Agreement that Lotus Escrow fails to exercise or enforce shall not be deemed to have been waived until recognised and agreed to in writing by Lotus Escrow. All other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not materially affected in a way that is materially adverse to any party hereto. This is true even if any term or other provision of this Agreement is invalid, illegal, or unable to be enforced by any law or public policy.
Any existing or future associated company as well as any successor in interest may receive this Agreement through an assignment by Lotus Escrow. Additionally, Lotus Escrow has the right to assign some of its obligations under the Agreement to independent contractors or other third parties.
If you are a registered user of the site, each time you request services, you signify your acceptance of these terms of use, as they may be updated from time to time at Lotus Escrow's sole discretion. This is also proof that you have read, comprehended, and agreed to the terms of use that are in effect at the time.