Standard Escrow Agreement

1. Scope

1.1 This Standard Escrow Agreement (the "Agreement") governs a specific escrow transaction (an "Escrow") created on the Escrow Bunny platform (the "Platform" or "Service") between the participating Parties.

1.2 This Agreement is entered into per Escrow. A separate acceptance is recorded for each Escrow, each User, and each party role, at the Agreement version in effect at the time of acceptance.

1.3 This Agreement incorporates by reference the Terms of Service, Privacy Policy, Electronic Records and Signatures Consent, Buyer/Seller Escrow Instructions, Dispute Resolution Policy, Funds Release and Refund Authorization Policy, KYC/KYB and Sanctions Screening Policy, Prohibited Transactions Policy, Data Retention and Deletion Policy, and Support, Complaints, and Legal Notices Policy (the "Policies").

1.4 Order of precedence (per Escrow). In the event of conflict: [PLACEHOLDER — counsel to confirm; commonly (a) the specific Escrow parameters/instructions agreed by the Parties for that Escrow, then (b) this Agreement, then (c) the Terms of Service, then (d) the other Policies].

2. Definitions

• "Escrow" — the specific transaction workflow governed by this Agreement.
• "Escrow Parameters" — the transaction-specific terms configured for the Escrow (parties, amounts, Milestones, conditions, timelines, instructions).
• "Buyer" — the Party that deposits or is obligated to deposit funds or value.
• "Seller" — the Party that is to receive funds or value upon satisfaction of conditions.
• "Organization" — a registered entity under which a Party may act, and its authorized representatives.
• "Party" / "Parties" — the Buyer, Seller, and any Organization or authorized representative participating in the Escrow.
• "Milestone" — a defined stage gating approvals and releases within the Escrow.
• "Release" — disbursement or allocation of escrowed funds/value to a Party upon satisfaction of conditions.
• "Refund" — return of escrowed funds/value to the funding Party.
• "Dispute" — a disagreement raised through the Platform under the Dispute Resolution Policy.
• "Ledger" — the Platform's immutable double-entry record of postings.
• "Audit Log" — the Platform's immutable, hash-chained event record.
• "Escrow Bunny" — [LEGAL ENTITY NAME — confirm exact legal name, entity type, jurisdiction].
• Other capitalized terms have the meaning given in the Terms of Service.

3. Role of Escrow Bunny

3.1 [CRITICAL THRESHOLD PLACEHOLDER — counsel must determine and state precisely whether, for the Escrow, Escrow Bunny acts as: (a) a neutral escrow agent/holder of escrowed funds; (b) a technology platform only, with funds held by a third-party processor or bank that acts as holder; or (c) another arrangement. The entire mechanics of funding, holding, release, and refund in this Agreement depend on this determination. Do not use this Agreement until resolved. This same determination is referenced in the Terms of Service Section 3.1.]

3.2 Subject to Section 3.1, Escrow Bunny's function is limited to operating the Escrow workflow in accordance with the Escrow Parameters, this Agreement, and the Policies. Escrow Bunny is not a party to the underlying commercial transaction between Buyer and Seller, is not a guarantor of any Party's performance, and does not advise any Party.

3.3 Escrow Bunny is not a bank, law firm, broker, financial advisor, or fiduciary except to the extent expressly imposed by applicable law and confirmed by counsel. [Counsel to confirm whether and to what extent a fiduciary or escrow-agent duty arises and tailor this clause accordingly.]

3.4 The Platform does not use cryptocurrency, blockchain, smart contracts, yield accounts, interest-bearing products, or investment functionality. No interest accrues to any Party on escrowed amounts, and escrowed amounts are not invested. [Subject to Section 3.1 and any applicable trust-account or handling rules — counsel to confirm.]

3.5 Funding mechanism. [PLACEHOLDER — Stripe/payment processing is not active at launch unless explicitly designated as future functionality. Counsel/business to confirm how funds are transmitted and held at launch, if at all, and to reconcile this Agreement with the actual launch funding posture. If no live funding mechanism exists at launch, this Agreement may apply only to non-funding workflow stages until activated.]

4. Formation, Acceptance, and Effective Date

4.1 The Escrow is formed when the required Parties accept this Agreement and the Escrow Parameters through the Platform.

4.2 Acceptance capture. Acceptance is recorded per Escrow, per User, by party role, Agreement version, IP address, user agent, and timestamp. The Agreement version accepted governs that Escrow even if later versions are published.

4.3 The Effective Date of the Escrow is the timestamp of the last required acceptance, unless the Parties specify a different start condition in the Escrow Parameters.

4.4 Each signatory represents they are authorized to bind themselves and any Organization on whose behalf they act.

5. Eligibility, Verification, and Funding Gate

5.1 Each Party must meet the eligibility requirements in the Terms of Service and complete required identity (KYC) and, where applicable, organization (KYB) and beneficial-owner verification through Verified by Toni, and pass sanctions/watchlist screening, as described in the KYC/KYB and Sanctions Screening Policy.

5.2 Funding gate. Funding of the Escrow is blocked until all required Buyer, Seller, and Organization verification gates pass and this Agreement has been accepted by all required Parties for the Escrow.

5.3 The Escrow must not involve any Prohibited Transaction, prohibited goods/services, prohibited jurisdiction, or prohibited person (see Prohibited Transactions Policy). The Parties represent the transaction is lawful and that funds and assets are from lawful sources.

6. Escrow Parameters and Milestones

6.1 The Parties agree the Escrow Parameters, including parties and roles, amount(s), Milestones, conditions for approval and Release, timelines, and any Party-specific instructions.

6.2 An Escrow may proceed through one or more Milestones. Each Milestone defines the conditions that must be satisfied and approved before the associated Release (or partial Release) occurs.

6.3 The Parties are solely responsible for the accuracy, lawfulness, and completeness of the Escrow Parameters and any transaction documents they submit. Escrow Bunny does not verify the underlying goods, services, title, quality, or performance.

6.4 Changes to Escrow Parameters after formation require [the agreement of all required Parties, captured and versioned — confirm change-control mechanics and whether re-acceptance is required].

7. Funding

7.1 Subject to Sections 3.1, 3.5, and the funding gate in Section 5.2, the Buyer funds the Escrow in the amount and manner specified in the Escrow Parameters.

7.2 Escrowed funds are recorded in the immutable double-entry Ledger. [Describe holding arrangement once Section 3.1 is resolved — e.g., held by Escrow Bunny as escrow agent / held by a third-party holder. Do not assert until confirmed.]

7.3 The Buyer represents that funding is from a lawful source and an account the Buyer is authorized to use. [Confirm source-of-funds representations and any AML thresholds with counsel and the KYC/KYB Policy.]

8. Approvals and Release

8.1 Release occurs only when the conditions for the relevant Milestone are satisfied and the required approval(s) are recorded, in accordance with the Escrow Parameters and the Funds Release and Refund Authorization Policy.

8.2 Approval mechanics. [PLACEHOLDER — confirm who must approve each Milestone (e.g., Buyer approval, dual approval, time-based auto-approval, or condition-based), and the default behavior if a Party does not act within a defined period. Validate against the actual product specification.]

8.3 Dispute freeze. If a Dispute is open on the Escrow, release approval and fund Release for the affected scope are frozen until the Dispute is resolved under the Dispute Resolution Policy. No Release will occur on disputed amounts during the freeze.

8.4 Releases, partial Releases, refunds, and cancellations are recorded as immutable Ledger postings and Audit Log events.

9. Refunds, Cancellations, and Termination of an Escrow

9.1 Refunds and cancellations occur in the circumstances and by the mechanics described in the Escrow Parameters and the Funds Release and Refund Authorization Policy (for example, mutual cancellation, failed conditions, expiry, or dispute outcome).

9.2 An Escrow may be cancelled or unwound where: required verification fails or lapses; a Prohibited Transaction or sanctions concern arises; legal process or fraud is identified; the Parties mutually agree; or as otherwise permitted by this Agreement, the Policies, or applicable law.

9.3 Termination of an Escrow does not affect: obligations accrued before termination; immutable Ledger and Audit Log records; or retention obligations under the Data Retention and Deletion Policy and applicable law.

10. Freeze, Suspension, Information Requests, and Decline

10.1 Escrow Bunny may freeze the Escrow, suspend or restrict a Party's Account, request additional information or documentation, or decline or unwind service where: required verification is incomplete, fails, or lapses; a sanctions, prohibited-transaction, fraud, or security concern arises; a Dispute is open; legal process is received; or as required by law or the Policies.

10.2 The Parties agree to provide truthful information and authorized, lawful transaction documents promptly upon request. Failure to do so may result in continued freeze, cancellation, or decline of service.

10.3 [Counsel to confirm notice obligations and any constraints, including any prohibition on disclosing the reason for a freeze, hold, or report (anti-tipping-off), and the handling of funds during a freeze pending resolution.]

11. Party Representations, Warranties, and Obligations

11.1 Each Party represents and warrants that:

• it is eligible and has completed required verification truthfully;
• it is authorized to enter this Agreement and bind any Organization it represents;
• the transaction and the Escrow Parameters are lawful and not a Prohibited Transaction;
• information and documents it provides are true, accurate, and authorized;
• funds/assets are from lawful sources; and
• it is not a sanctioned or prohibited person and is not acting for an undisclosed sanctioned/prohibited person.

11.2 Each Party will comply with the Terms of Service, the Policies, and applicable law, including anti-money-laundering, sanctions, tax, and consumer-protection laws.

11.3 The Parties are solely responsible for the underlying commercial transaction, including performance, delivery, quality, title, and tax treatment. Escrow Bunny makes no representation regarding the underlying transaction.

12. Disputes

12.1 Disputes about the Escrow (e.g., whether Milestone conditions are met) are handled through the Platform under the Dispute Resolution Policy. While a Dispute is open, the freeze in Section 8.3 applies.

12.2 The Dispute Resolution Policy governs operational disputes about the Escrow. Legal disputes about this Agreement itself are governed by Section 16. [Counsel to confirm the boundary and interaction between operational and legal dispute processes.]

13. Fees

13.1 Fees applicable to the Escrow, if any, and which Party bears them, are as stated at [FEE SCHEDULE / ESCROW PARAMETERS — PLACEHOLDER]. [Confirm fee model, refundability on cancellation/refund, and tax treatment with business/counsel.]

14. Warranty Disclaimer

14.1 To the maximum extent permitted by law, the Service is provided "as is" and "as available" without warranties of any kind, express or implied. Escrow Bunny does not warrant the underlying transaction, the conduct of any Party, or uninterrupted or error-free operation. [Confirm permissible disclaimer scope per governing law and any consumer-protection limits.]

15. Limitation of Liability; Indemnity; Force Majeure

15.1 Limitation of liability. To the maximum extent permitted by law, Escrow Bunny and its affiliates are not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits, data, or goodwill. Aggregate liability arising out of or relating to this Agreement will not exceed [LIABILITY CAP — PLACEHOLDER; counsel decision; consider whether the cap should reference the Escrow amount, fees, or a fixed sum, and consumer-law carve-outs].

15.2 Indemnity. Each Party will indemnify and hold harmless Escrow Bunny and its affiliates from claims, losses, and expenses (including reasonable legal fees) arising from that Party's breach, its transaction, its Content/documents, or its violation of law or third-party rights. [Confirm scope and carve-outs with counsel.]

15.3 Force majeure. Escrow Bunny is not liable for failure or delay due to events beyond its reasonable control, including natural disasters, war, civil unrest, labor disruption, internet/utility failures, third-party provider outages, governmental action, or changes in law.

15.4 Nothing limits liability that cannot be limited by applicable law. [Counsel to tailor per jurisdiction and user type.]

16. Governing Law and Dispute Resolution (Legal)

16.1 Governing law. This Agreement is governed by the laws of [GOVERNING LAW JURISDICTION — PLACEHOLDER; align with Terms of Service Section 17 unless counsel determines a per-Escrow governing law is appropriate].

16.2 Venue / arbitration / class-action waiver / small-claims carve-out. [PLACEHOLDER — align with Terms of Service Section 17; counsel to confirm whether the same arbitration/class-waiver/small-claims framework applies to this per-Escrow Agreement and whether business vs. consumer Parties require different treatment.]

17. Records, Ledger, and Audit Integrity

17.1 Ledger entries relating to the Escrow are immutable once posted; corrections are made by adjusting entries, not alteration.

17.2 Audit Logs relating to the Escrow are immutable and hash-chained.

17.3 Escrow records, Ledger records, acceptance/consent records, documents, messages, and dispute evidence are retained per the Data Retention and Deletion Policy and applicable law.

18. Changes to This Agreement

18.1 Escrow Bunny may publish new versions of this Agreement. The version accepted for an Escrow governs that Escrow. Changes do not apply retroactively to an existing Escrow unless the required Parties accept a new version, which is captured and versioned per Section 4.2. [Counsel to confirm change-control and whether any change can ever be applied to in-flight Escrows.]

19. Miscellaneous

19.1 Assignment. A Party may not assign its rights or obligations in the Escrow without [required consents — PLACEHOLDER]. Escrow Bunny may assign in connection with a corporate transaction. 19.2 Severability; no waiver; entire agreement (as to the Escrow) — consistent with the Terms of Service. 19.3 Notices. Handled per the Electronic Records and Signatures Consent and the Support, Complaints, and Legal Notices Policy. 19.4 Survival. Sections 11, 14, 15, 16, 17, and any accrued payment/indemnity obligations survive termination of the Escrow.

20. User Acknowledgements

By accepting this Agreement for an Escrow, each Party acknowledges and agrees that:

• It has read and accepts this Agreement, the Escrow Parameters, and the incorporated Policies.
• It understands Escrow Bunny's limited role and that Escrow Bunny is not a party to the underlying transaction and not a guarantor of performance.
• It understands funding is blocked until required verification gates pass and this Agreement is accepted by all required Parties.
• It understands that an open Dispute freezes release approval and fund Release for the affected scope.
• It understands Ledger entries and Audit Logs are immutable.
• It has provided truthful information and authorized, lawful documents, and the transaction is not a Prohibited Transaction.
• It understands Escrow Bunny may freeze the Escrow, suspend an Account, request information, or decline/unwind service as described.

Acceptance capture: Acceptance of this Agreement is recorded per Escrow, per User, by party role, Agreement version, IP address, user agent, and timestamp.

21. Contact / Legal Notice

• Operating entity: [LEGAL ENTITY NAME — PLACEHOLDER]
• Registered address: [ADDRESS — PLACEHOLDER]
• Escrow support: [SUPPORT EMAIL — PLACEHOLDER]
• Disputes: [DISPUTES CHANNEL — PLACEHOLDER; see Dispute Resolution Policy]
• Legal notices: [LEGAL NOTICE EMAIL / POSTAL ADDRESS — PLACEHOLDER; see Support, Complaints, and Legal Notices Policy]

22. Change History