Terms of Service

1. Scope

1.1 These Terms of Service ("Terms") govern your access to and use of the Escrow Bunny platform, including any associated websites, applications, APIs, and services (collectively, the "Platform" or "Service").

1.2 These Terms form a binding agreement between you and [LEGAL ENTITY NAME — the entity that contracts with users, e.g., "Escrow Bunny, Inc." / "[Operating Entity]"; confirm exact legal name, entity type, and jurisdiction of incorporation] ("Escrow Bunny," "we," "us," or "our").

1.3 Additional documents are incorporated by reference, including the Privacy Policy, Electronic Records and Signatures Consent, Standard Escrow Agreement, 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 (collectively, the "Policies"). In the event of a conflict, [specify precedence order — counsel decision; commonly the Standard Escrow Agreement controls for a specific escrow, then these Terms, then other Policies].

1.4 By creating an account, accessing, or using the Service, you accept these Terms and the Policies. If you do not agree, you must not use the Service.

2. Definitions

• "Account" — a registered user profile on the Platform.
• "Buyer" — a Party that deposits or is obligated to deposit funds or value into an Escrow.
• "Seller" — a Party that is to receive funds or value upon satisfaction of Escrow conditions.
• "Escrow" — a transaction workflow created on the Platform under which the performance of obligations is tracked through Milestones, approvals, and releases.
• "Milestone" — a defined stage within an Escrow that gates approvals and releases.
• "Organization" — a business or group entity registered on the Platform under which Users may act.
• "Party" — any Buyer, Seller, Organization, or authorized representative participating in an Escrow.
• "Ledger" — the Platform's internal double-entry record of postings related to Escrows.
• "Audit Log" — the Platform's immutable, hash-chained record of system and user events.
• "Verified by Toni" — the third-party identity and business verification provider used by Escrow Bunny for KYC/KYB, subject to provider documentation and counsel-approved disclosures.
• "KYC" — Know Your Customer identity verification of individuals.
• "KYB" — Know Your Business verification of organizations and their beneficial owners.
• "Content" — documents, messages, files, and other materials uploaded or transmitted through the Platform.
• "User," "you" — any individual or entity that accesses or uses the Service.

3. Escrow Bunny's Legal Role and Limits

3.1 Escrow Bunny provides escrow operations software and workflow tooling. Escrow Bunny [CRITICAL PLACEHOLDER — counsel must determine and state precisely whether Escrow Bunny acts as: (a) a neutral escrow agent/holder of funds; (b) a technology platform only with funds held by a third-party processor or bank; or (c) another arrangement. This single determination drives licensing, money transmission, trust-account, and bonding analysis across all documents. Do not assert a conclusion until counsel confirms.].

3.2 Escrow Bunny is not a bank, law firm, broker, fiduciary (except to the extent expressly imposed by applicable law and confirmed by counsel), financial advisor, or guarantor of any Party's performance.

3.3 The Platform does not use cryptocurrency, blockchain, smart contracts, yield accounts, interest-bearing products, or investment functionality. Escrow Bunny does not pay interest on, or invest, any funds [subject to the Section 3.1 determination and applicable trust-account rules].

3.4 Stripe and other payment processing [is NOT active at launch unless explicitly designated as future functionality — confirm launch payment posture with business/counsel; describe any non-Stripe funding mechanism if one exists at launch].

3.5 Escrow Bunny does not adjudicate the underlying merits of disputes except through the contractual processes described in the Dispute Resolution Policy, and any Platform decision is operational, not a legal judgment.

3.6 Licensing. No representation is made here regarding money transmitter, escrow, trust company, or other licensing status. [PLACEHOLDER — counsel to determine licensing and registration requirements per jurisdiction; do not invent licensing conclusions.]

4. Eligibility

4.1 To use the Service you must:

• be at least [18 / age of majority in your jurisdiction — confirm] years old;
• have capacity to enter a binding contract;
• not be barred from using the Service under applicable law or these Terms;
• not be located in, ordinarily resident in, or organized under the laws of a [prohibited or sanctioned jurisdiction — see Prohibited Transactions Policy and KYC/KYB and Sanctions Screening Policy]; and
• not appear on any applicable sanctions, denied-party, or restricted-party list.

4.2 Organizations must be lawfully formed and act through duly authorized representatives.

4.3 Escrow Bunny may impose additional eligibility requirements and may decline service to any User at its discretion, subject to applicable law.

5. Accounts and Verification

5.1 You must provide accurate, current, and complete registration information and keep it updated.

5.2 Identity and organization verification. Access to certain functions, and the ability to fund an Escrow, is conditioned on completing identity verification (KYC), and where applicable organization verification (KYB) and beneficial-owner verification, through Verified by Toni. See the KYC/KYB and Sanctions Screening Policy.

5.3 Sanctions screening and ongoing monitoring. Users and Organizations are screened at onboarding and [on an ongoing/periodic basis — confirm cadence and triggers with counsel] against applicable sanctions and watch lists.

5.4 You are responsible for safeguarding your credentials and for all activity under your Account. Notify us immediately of unauthorized use at [security/contact email — PLACEHOLDER].

5.5 You authorize Escrow Bunny and Verified by Toni to collect, verify, and process your information for these purposes, as further described in the Privacy Policy and the Verified by Toni disclosures.

6. User Obligations

6.1 You agree to:

• provide truthful, accurate information and authorized, lawful transaction documents;
• use the Service only for lawful purposes and permitted transactions;
• not engage in any Prohibited Transaction (see Prohibited Transactions Policy);
• not circumvent verification, screening, or security controls;
• not upload unlawful, infringing, or malicious Content;
• ensure you are authorized to bind any Organization on whose behalf you act; and
• comply with all applicable laws, including anti-money-laundering, sanctions, tax, and consumer-protection laws.

6.2 You represent that funds and assets you transact are from lawful sources and that you are not acting on behalf of an undisclosed sanctioned or prohibited person.

7. Escrow Workflow

7.1 Escrows are created, funded, progressed through Milestones, approved, disputed, refunded, cancelled, and released in accordance with these Terms, the Standard Escrow Agreement, the Buyer/Seller Escrow Instructions, and the Funds Release and Refund Authorization Policy.

7.2 Funding gate. Funding of an Escrow is blocked until all required Buyer, Seller, and Organization verification gates pass and the applicable Standard Escrow Agreement is accepted by the required Parties.

7.3 Acceptance capture. Escrow agreement acceptance is recorded per Escrow, per User, by party role, agreement version, IP address, user agent, and timestamp.

7.4 Dispute freeze. While a dispute is open on an Escrow, release approval and fund release for the affected scope are frozen until the dispute is resolved under the Dispute Resolution Policy.

7.5 Ledger and audit integrity. Ledger entries are immutable once posted. Audit Logs are immutable and hash-chained. Corrections are made by adjusting entries, not by altering posted records.

7.6 Escrow Bunny may freeze an Escrow, suspend or restrict an Account, request additional information, or decline or unwind service where: required verification is incomplete or fails; a sanctions or prohibited-transaction concern arises; legal process, fraud, or security risk is identified; a dispute is open; or as otherwise required by law or these Terms. [Counsel to confirm notice obligations, timing, and any regulatory reporting constraints, including any prohibition on tipping-off.]

8. Fees

8.1 Fees, if any, are described at [FEE SCHEDULE LOCATION — PLACEHOLDER]. [Confirm fee model, who pays, refundability, and tax treatment with business/counsel.]

9. Electronic Records and Signatures

9.1 You consent to transact electronically and to receive records, notices, and disclosures electronically as set out in the Electronic Records and Signatures Consent, which is incorporated by reference.

10. Intellectual Property

10.1 The Platform, excluding User Content, is owned by Escrow Bunny or its licensors. You receive a limited, revocable, non-exclusive, non-transferable license to use the Service per these Terms.

10.2 You retain rights in your Content and grant Escrow Bunny a license to host, process, and transmit it solely to operate and provide the Service and comply with law. [Confirm license scope with counsel.]

11. Third-Party Providers

11.1 The Service relies on third-party providers, including DigitalOcean Managed PostgreSQL, DigitalOcean managed Valkey/Redis, DigitalOcean Spaces, Brevo (email), Sentry (error monitoring), Verified by Toni (identity/business verification), and [future payment processors, e.g., Stripe — if/when activated]. Your use may be subject to those providers' terms, and Escrow Bunny is not responsible for their acts or omissions except as required by law. See the Privacy Policy for data-sharing details.

12. Suspension and Termination

12.1 You may stop using the Service at any time, subject to obligations under any active Escrow.

12.2 Escrow Bunny may suspend or terminate access for breach, risk, legal requirement, or as described in Section 7.6. Termination does not relieve obligations accrued before termination or affect immutable Ledger and Audit Log records, which are retained per the Data Retention and Deletion Policy.

13. Warranty Disclaimer

13.1 To the maximum extent permitted by law, the Service is provided "as is" and "as available" without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement. Escrow Bunny does not warrant uninterrupted, error-free, or secure operation. [Confirm permissible disclaimer scope per governing law and consumer-protection limits.]

14. Limitation of Liability

14.1 To the maximum extent permitted by law, Escrow Bunny and its affiliates will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits, data, or goodwill.

14.2 Escrow Bunny's aggregate liability arising out of or relating to the Service or these Terms will not exceed [LIABILITY CAP — PLACEHOLDER, e.g., the greater of fees paid in the preceding [X] months or US$[amount]; counsel decision and jurisdiction-dependent].

14.3 Nothing limits liability that cannot be limited by law (e.g., certain consumer rights, fraud, willful misconduct). [Counsel to tailor per jurisdiction.]

15. Indemnification

15.1 You will indemnify and hold harmless Escrow Bunny and its affiliates from claims, losses, and expenses (including reasonable legal fees) arising from your breach of these Terms, your Content, your transactions, or your violation of law or third-party rights. [Confirm scope, carve-outs, and reciprocity with counsel.]

16. Force Majeure

16.1 Escrow Bunny is not liable for failure or delay caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disruptions, internet or utility failures, third-party provider outages, governmental action, or changes in law.

17. Governing Law; Dispute Resolution; Class Action Waiver

17.1 Governing law. These Terms are governed by the laws of [GOVERNING LAW JURISDICTION — PLACEHOLDER; counsel decision], without regard to conflict-of-laws rules.

17.2 Venue / forum. [PLACEHOLDER — exclusive courts of [jurisdiction] OR arbitration; counsel decision.]

17.3 Arbitration. [PLACEHOLDER — state whether binding individual arbitration applies, the rules and administrator, seat, language, and any pre-dispute informal-resolution requirement. Counsel decision; enforceability varies by jurisdiction and user type (consumer vs. business).]

17.4 Class action waiver. [PLACEHOLDER — state class/collective-action waiver stance. Counsel decision; enforceability and permissibility vary by jurisdiction and may not apply to consumers in some jurisdictions.]

17.5 Small-claims carve-out. [PLACEHOLDER — typically either party may bring an individual claim in small-claims court if it qualifies; confirm with counsel.]

17.6 The Dispute Resolution Policy governs operational disputes about Escrow transactions; this Section 17 governs legal disputes about these Terms. [Counsel to confirm the boundary and interaction between the two.]

18. Changes to These Terms

18.1 Escrow Bunny may modify these Terms. Material changes will be notified by [notice method — PLACEHOLDER] with a stated effective date. Continued use after the effective date constitutes acceptance, except where applicable law requires affirmative consent. Versioned acceptance is recorded by document type and exact version.

19. Miscellaneous

19.1 Assignment. You may not assign these Terms without consent; Escrow Bunny may assign in connection with a merger, acquisition, or asset sale. 19.2 Severability. If a provision is unenforceable, the remainder stays in effect. 19.3 No waiver. Failure to enforce is not a waiver. 19.4 Entire agreement. These Terms and the Policies are the entire agreement on the subject. 19.5 Notices. Legal notices are handled per the Support, Complaints, and Legal Notices Policy.

20. User Acknowledgements

By using the Service, you acknowledge and agree that:

• You have read and accept these Terms and the incorporated Policies.
• You understand Escrow Bunny's legal role and limits as described in Section 3, including that it is not a bank, law firm, or fiduciary except as expressly required by law.
• You will complete required identity and, where applicable, organization verification, and that funding is blocked until verification gates pass and the Standard Escrow Agreement is accepted.
• You understand Escrow Bunny may freeze an Escrow, suspend an Account, request information, or decline service as described.
• You consent to electronic records and signatures.
• You understand Ledger entries and Audit Logs are immutable.
• You meet all eligibility requirements and will not engage in Prohibited Transactions.

Acceptance capture: Acceptance of these Terms is recorded by document type and exact version, with associated User, timestamp, IP address, and user agent.

21. Contact / Legal Notice

• Operating entity: [LEGAL ENTITY NAME — PLACEHOLDER]
• Registered address: [ADDRESS — PLACEHOLDER]
• General support: [SUPPORT EMAIL — PLACEHOLDER]
• Legal notices: [LEGAL NOTICE EMAIL / POSTAL ADDRESS — PLACEHOLDER]
• Data protection contact: [DPO / PRIVACY CONTACT — PLACEHOLDER; see Privacy Policy]

22. Change History