Terms of Service

By accessing, browsing, or utilizing any services provided by TrustBridge Escrow Inc. ("TrustBridge," "we," "us," or "our"), including but not limited to our website, mobile applications, APIs, and escrow facilitation platform (collectively, the "Services"), you ("User," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms"). These Terms constitute a legally binding agreement between you and TrustBridge, effective as of the date you first access or use the Services. If you do not agree to these Terms in their entirety, you must immediately discontinue all use of the Services.

Your acceptance of these Terms may be demonstrated through any affirmative action that indicates assent, including but not limited to clicking an "I Agree" or "Accept" button, creating an account, initiating or participating in an escrow transaction, or continuing to access the Services after being presented with these Terms. Electronic acceptance of these Terms shall have the same legal force and effect as a handwritten signature pursuant to applicable electronic signature laws, including the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Uniform Electronic Transactions Act (UETA).

TrustBridge reserves the right to modify, amend, or update these Terms at any time in its sole discretion. Material changes will be communicated to registered Users via email notification and/or conspicuous notice on the platform at least thirty (30) days prior to the effective date of such changes. Your continued use of the Services following the effective date of any modifications constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically to remain informed of any updates. In the event of a conflict between these Terms and any other agreement you may have with TrustBridge, these Terms shall prevail unless the other agreement expressly states otherwise and is executed by an authorized representative of TrustBridge.

To access and use the Services, you must be at least eighteen (18) years of age or the age of legal majority in your jurisdiction, whichever is greater. By creating an account or using the Services, you represent and warrant that you meet this minimum age requirement and possess the legal capacity, authority, and right to enter into these Terms and to comply with all of the provisions set forth herein. TrustBridge reserves the right to request proof of age at any time and to suspend or terminate accounts where age requirements are not satisfactorily verified.

You further represent and warrant that you are not (a) located in, organized under the laws of, or a resident of any country or territory that is subject to comprehensive sanctions imposed by the United States Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the European Union, the United Nations Security Council, or any other applicable sanctioning authority; (b) designated on any list of prohibited or restricted parties, including but not limited to the OFAC Specially Designated Nationals and Blocked Persons List ("SDN List"), the Sectoral Sanctions Identifications List, or any equivalent list maintained by applicable governmental authorities; or (c) otherwise prohibited from accessing or using the Services under any applicable law, regulation, or executive order.

If you are accessing the Services on behalf of a corporation, limited liability company, partnership, trust, or other legal entity, you represent and warrant that you are duly authorized to bind such entity to these Terms and that all references to "you" or "your" herein shall include both the individual acting on behalf of the entity and the entity itself. The entity shall be jointly and severally liable with the individual for any breach of these Terms. TrustBridge may, at its discretion, require documentary evidence of such authorization, including but not limited to corporate resolutions, power of attorney, or certificates of authority.

In order to access certain features of the Services, including the initiation or participation in escrow transactions, you must create a registered account ("Account"). During the registration process, you agree to provide accurate, current, and complete information as prompted by the registration form, including but not limited to your full legal name, valid email address, telephone number, and any other information required for identity verification purposes. You acknowledge that the provision of false, inaccurate, or misleading information during registration constitutes a material breach of these Terms and may result in immediate account suspension or termination.

Upon submission of your registration information, you will be required to verify your email address through a confirmation link sent to the email address provided. Email verification is a mandatory prerequisite to full Account activation and access to transactional features of the platform. Additional verification steps, including but not limited to telephone number verification, identity document submission, and biometric verification, may be required as part of our Know Your Customer ("KYC") and Anti-Money Laundering ("AML") compliance program, as described in our KYC & AML Policy.

Each individual or entity is permitted to maintain only one (1) active Account on the platform. The creation or maintenance of multiple accounts by the same individual or entity, whether directly or through the use of proxies, aliases, or fictitious identities, is strictly prohibited and constitutes grounds for immediate termination of all associated accounts. You are solely responsible for maintaining the accuracy and completeness of your Account information and must promptly update such information to reflect any changes. TrustBridge shall not be liable for any losses, damages, or claims arising from your failure to maintain accurate Account information.

You are solely responsible for safeguarding the confidentiality and security of your Account credentials, including your username, password, and any associated authentication tokens or recovery codes. You agree to create a strong, unique password that is not used for any other online service and to change your password immediately if you suspect it has been compromised. TrustBridge strongly recommends and may require the use of a password manager to generate and store complex credentials securely.

As a condition of Account access, you are required to enable multi-factor authentication ("MFA") using one or more of the following methods: time-based one-time password (TOTP) via an authenticator application, WebAuthn/FIDO2-compliant hardware security keys, or such other authentication methods as TrustBridge may support from time to time. The use of SMS-based one-time passwords as a sole MFA method is discouraged due to known security vulnerabilities and may be deprecated at TrustBridge's discretion. You acknowledge that failure to enable MFA may result in restricted access to certain high-risk features of the platform.

You agree to notify TrustBridge immediately, and in no event later than twenty-four (24) hours, upon becoming aware of any unauthorized access to or use of your Account, any security breach affecting your credentials, or any other circumstance that may compromise the security of your Account. Notification must be submitted through the platform's security incident reporting mechanism or by contacting our security team at security@trustbridge.com. You acknowledge and agree that you shall be responsible for all activities that occur under your Account, whether or not authorized by you, until such time as TrustBridge has received and processed your notification of unauthorized access and has taken appropriate remedial action.

You agree that you shall not use the Services for any purpose that is unlawful, fraudulent, deceptive, or otherwise prohibited by these Terms or applicable law. Without limiting the generality of the foregoing, you expressly agree not to use the Services in connection with: (a) the purchase, sale, or exchange of illegal goods, controlled substances, counterfeit products, stolen property, or any items whose transaction is prohibited by applicable law; (b) money laundering, structuring, or any activity designed to disguise the origins, nature, or destination of illicitly obtained funds; (c) fraud, identity theft, phishing, social engineering, or any scheme to deceive or defraud other Users or third parties; (d) the financing of terrorism, proliferation of weapons of mass destruction, or any activity in support of designated terrorist organizations; or (e) the evasion of economic sanctions, export controls, or trade embargoes imposed by any applicable governmental authority.

Additionally, you shall not: (a) attempt to gain unauthorized access to TrustBridge's systems, networks, servers, or databases through hacking, credential stuffing, brute force attacks, or any other unauthorized means; (b) introduce malicious software, viruses, worms, Trojan horses, or any code of a destructive or disruptive nature into the platform; (c) engage in any activity that imposes an unreasonable or disproportionately large load on our infrastructure; (d) scrape, crawl, or otherwise extract data from the platform through automated means without our express written consent; (e) circumvent, disable, or otherwise interfere with security-related features of the Services; or (f) use the Services to compete directly with TrustBridge or to develop a competing product or service.

TrustBridge reserves the right, but does not assume the obligation, to monitor User activity and platform transactions for compliance with these Terms and applicable law. In the event that TrustBridge determines, in its sole and reasonable discretion, that a User has engaged in or is likely to engage in any prohibited activity, TrustBridge may take immediate action including but not limited to: suspending or terminating the User's Account, freezing or withholding funds pending investigation, reporting the activity to appropriate law enforcement or regulatory authorities, and pursuing any and all available legal remedies. You acknowledge that TrustBridge's failure to take action against any particular violation shall not constitute a waiver of its right to enforce these Terms in the future.

TrustBridge provides escrow facilitation services whereby funds deposited by a buyer are held in trust by TrustBridge as a neutral intermediary until the conditions of the underlying transaction between the buyer and seller have been satisfied. All funds received by TrustBridge in connection with escrow transactions are deposited into segregated, FDIC-insured trust accounts maintained at federally chartered banking institutions. Client funds are held separately from TrustBridge's operating capital at all times and are not commingled with the funds of TrustBridge or any other client, in accordance with applicable escrow regulations and fiduciary obligations.

You acknowledge and agree that TrustBridge acts solely as a neutral escrow agent and is not a party to the underlying transaction between the buyer and seller. TrustBridge does not guarantee, warrant, or endorse the quality, safety, legality, or fitness for purpose of any goods, services, or digital assets that are the subject of an escrow transaction. TrustBridge's role is limited to the secure holding and disbursement of funds in accordance with the terms of the escrow agreement established between the transacting parties and these Terms. TrustBridge shall not be construed as a broker, dealer, financial advisor, or fiduciary with respect to the underlying transaction.

The specific terms governing each escrow transaction, including but not limited to the inspection period, release conditions, and dispute resolution procedures, are set forth in our Escrow Policy and in the transaction-specific escrow agreement entered into by the parties at the time of transaction initiation. In the event of any conflict between these Terms and the Escrow Policy, the Escrow Policy shall govern with respect to matters specifically related to escrow transaction procedures. TrustBridge reserves the right to decline to provide escrow services for any transaction that, in its sole discretion, presents an unacceptable level of risk, involves prohibited activities, or is otherwise inconsistent with TrustBridge's compliance obligations.

TrustBridge charges fees for its escrow facilitation services as set forth in the fee schedule published on the platform and in our Escrow Policy. All applicable fees are calculated as a percentage of the total transaction value and are transparently disclosed to both parties prior to the confirmation of any escrow transaction. By confirming a transaction, you acknowledge and agree to the applicable fees. TrustBridge's current fee schedule is available for review at all times and is incorporated herein by reference. Fee calculations are performed automatically by the platform and are displayed clearly during the transaction initiation workflow.

TrustBridge reserves the right to modify its fee schedule at any time. Any changes to the fee schedule will be communicated to registered Users via email notification and/or conspicuous notice on the platform at least thirty (30) days prior to the effective date of such changes. Modified fees will apply only to transactions initiated on or after the effective date of the change; transactions already in progress at the time of a fee change will be governed by the fee schedule in effect at the time the transaction was initiated. In no event shall fee modifications apply retroactively to completed transactions.

Unless otherwise specified in the transaction-specific escrow agreement, escrow fees are typically deducted from the escrowed funds at the time of fund release or refund processing. Additional charges may apply for expedited processing, wire transfer disbursements, currency conversion, chargebacks, or other ancillary services as disclosed on the platform. You are solely responsible for any taxes, duties, or governmental assessments arising from your use of the Services, and TrustBridge shall have no liability for the payment of any such amounts on your behalf. TrustBridge does not provide refunds of fees for completed transactions except as expressly set forth in the Escrow Policy or as required by applicable law.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUSTBRIDGE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE "TRUSTBRIDGE PARTIES") SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF THE TRUSTBRIDGE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Without limiting the foregoing, TrustBridge expressly disclaims any and all liability arising from or related to: (a) the quality, safety, legality, or fitness for purpose of any goods, services, or digital assets that are the subject of an escrow transaction facilitated through the platform; (b) any disputes between buyers and sellers regarding the underlying transaction; (c) the accuracy, completeness, or reliability of information provided by other Users; (d) any unauthorized access to or alteration of your data or transmissions; (e) any interruption, suspension, or termination of the Services, whether planned or unplanned; or (f) any force majeure event, including but not limited to acts of God, war, terrorism, pandemic, natural disaster, power failure, governmental action, or other circumstances beyond TrustBridge's reasonable control.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE TRUSTBRIDGE PARTIES ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO TRUSTBRIDGE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS ($100.00), WHICHEVER IS GREATER. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THESE TERMS. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you to the extent prohibited by applicable law.

You agree to defend, indemnify, and hold harmless the TrustBridge Parties from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with: (a) your use of or access to the Services; (b) your violation of these Terms or any applicable law, regulation, or order; (c) your violation of any rights of any third party, including but not limited to intellectual property rights, privacy rights, or contractual rights; (d) any content, data, or information you submit, post, or transmit through the Services; or (e) any transaction or dispute between you and another User of the Services.

TrustBridge reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate fully with TrustBridge in asserting any available defenses. You shall not settle any claim subject to indemnification under this Section without the prior written consent of TrustBridge, which consent shall not be unreasonably withheld. TrustBridge will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it; however, TrustBridge's failure to provide such notice shall not relieve you of your indemnification obligations except to the extent that such failure materially prejudices your ability to defend the claim.

Your indemnification obligations under this Section shall survive the termination or expiration of these Terms and your cessation of use of the Services for a period of three (3) years following the date of the event giving rise to the indemnification obligation, or such longer period as may be required by applicable law. This indemnification obligation is in addition to, and not in lieu of, any other indemnification obligations that may be set forth in a separate written agreement between you and TrustBridge.

In the event of any dispute, controversy, or claim arising out of or relating to these Terms or the Services ("Dispute"), the parties agree to first attempt to resolve the Dispute through good-faith informal negotiation. The aggrieved party shall initiate the informal dispute resolution process by sending a written notice describing the nature and basis of the Dispute and the relief sought ("Dispute Notice") to the other party. The parties shall engage in good-faith negotiation for a period of thirty (30) days following receipt of the Dispute Notice. During this period, both parties agree to refrain from initiating any formal dispute resolution proceedings, except where injunctive or equitable relief is necessary to prevent irreparable harm.

If the Dispute is not resolved through informal negotiation within the thirty (30) day period, either party may submit the Dispute to final and binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and Mediation Procedures then in effect. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or in the absence of agreement, appointed by the AAA. The seat of arbitration shall be New York, New York, United States, and the language of the arbitration shall be English. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and expenses in connection with the arbitration, and the parties shall share equally the fees and expenses of the arbitrator and the AAA.

YOU AND TRUSTBRIDGE AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. The arbitrator shall not have the authority to consolidate claims of different parties or to preside over any form of representative or class proceeding. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights, confidential information, or other proprietary rights. Claims arising under this Section that qualify for small claims court jurisdiction may, at either party's election, be brought in small claims court in New York County, New York.

Either party may terminate these Terms and your Account at any time by providing thirty (30) days' prior written notice to the other party. You may initiate termination by submitting a written request through the platform's account settings or by contacting our support team at support@trustbridge.com. TrustBridge may terminate your Account by sending written notice to the email address associated with your Account. Notwithstanding the foregoing, TrustBridge may suspend or terminate your Account immediately, without prior notice, in the event of a material breach of these Terms, suspected fraudulent activity, or as required by applicable law or regulatory order.

Upon termination of your Account, all pending escrow transactions in which you are a participant shall be handled in accordance with the procedures set forth in our Escrow Policy. Funds held in escrow at the time of termination shall be disbursed in accordance with the applicable escrow agreement and transaction terms, which may require the completion of any ongoing inspection periods, the resolution of any pending disputes, or such other actions as may be necessary to protect the interests of all transaction participants. TrustBridge shall not release escrowed funds to a terminated User until all applicable conditions for release have been satisfied.

Following termination, TrustBridge shall retain your Account data and transaction records for a period of not less than five (5) years in accordance with applicable regulatory requirements, including but not limited to the Bank Secrecy Act and FinCEN recordkeeping rules. Sections of these Terms that by their nature should survive termination shall survive, including but not limited to Sections 1.8 (Limitation of Liability), 1.9 (Indemnification), 1.10 (Dispute Resolution), and 1.12 (Governing Law). Termination of your Account does not relieve you of any obligations incurred prior to the effective date of termination, including the payment of any outstanding fees or the fulfillment of any pending indemnification obligations.

These Terms and any Dispute arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to its conflict of law principles that would result in the application of the laws of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these Terms or any transaction conducted through the Services.

Subject to the arbitration provisions set forth in Section 1.10, any legal action or proceeding arising out of or relating to these Terms that is not subject to arbitration shall be brought exclusively in the federal or state courts located in the Borough of Manhattan, New York County, New York, and each party irrevocably consents to the personal jurisdiction and venue of such courts. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms, and these Terms shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The remaining provisions shall continue in full force and effect and shall be interpreted so as to give effect to the intent of the parties as closely as possible. The failure of TrustBridge to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. These Terms, together with the Escrow Policy, KYC & AML Policy, Privacy Policy, and any transaction-specific escrow agreements, constitute the entire agreement between you and TrustBridge with respect to the subject matter hereof and supersede all prior or contemporaneous communications, agreements, and understandings, whether oral or written.

If you have any questions, concerns, or inquiries regarding these Terms of Service, or if you wish to provide notice to TrustBridge as contemplated herein, please contact our legal department using the information provided below. TrustBridge endeavors to respond to all inquiries within five (5) business days of receipt, though response times may vary depending on the complexity of the inquiry and the volume of correspondence received.

TrustBridge Escrow Inc., Legal Department, 123 Financial District, New York, NY 10004, United States of America. Email: legal@trustbridge.com. For urgent matters related to account security or suspected fraudulent activity, please contact security@trustbridge.com or call our 24/7 security hotline.

For regulatory matters or to file a complaint with the appropriate regulatory authority, you may contact the New York State Department of Financial Services (NYDFS), the Consumer Financial Protection Bureau (CFPB), or the Financial Crimes Enforcement Network (FinCEN), as applicable. TrustBridge is committed to cooperating with regulatory authorities and resolving all complaints in a timely and professional manner. Nothing in these Terms limits your right to file a complaint with any applicable regulatory authority or to seek relief available under applicable consumer protection laws.