MyEscrow365 Terms

These MyEscrow365 Terms may be modified as provided in Clause 11 below. Any reference to ‘you’ or ‘your’ in these MyEscrow365 Terms may indicate a reference to the legal entity that you are authorised to bind as a party to these MyEscrow365 Terms.

Clause 1. MyEscrow365 and access

1.1. To use MyEscrow365, you first need to complete a registration process. By completing registration, an agreement is concluded between Escrow365 and the (legal) person you represent (hereinafter referred to as the “Agreement”). After completing registration, you can directly log into your account (hereinafter referred to as an “Account”) in order to access MyEscrow365.

1.2. Not all functionalities of MyEscrow365 are available to you upon completing the registration process. Access to MyEscrow365 through your Account, allows you to:

1.2.1 enable additional functionalities and services, such as ‘EscrowReady’ (hereinafter referred to as the “Platform Services”), by accepting the additional supplementary terms applicable to such Platform Services – which supplementary terms shall form an integral part of the Agreement, and, in the event of contradictions, shall take precedence over these MyEscrow365 Terms; and

1.2.2. conclude separate, additional agreements for the paid provision by Escrow365 of escrow services and ancillary services (hereinafter referred to as the “Escrow Agreement(s)”).

You agree that all rights that you grant to Escrow365 pursuant to these MyEscrow365 Terms and any supplementary terms and conditions applicable to any Platform Services and are relevant for provision of services in relation to Escrow Agreements, shall be deemed to be provided to the affiliate of Escrow365 that is the contractual party to such Escrow Agreement as well. This means that, insofar this is necessary for provision of services in relation to Escrow Agreements, such affiliated entity of Escrow365 may benefit from the provisions of the Agreement.

1.3 During registration, you are asked to provide login information (a unique username and a password) for your Account. Escrow365 may require you to activate multi-factor authentication in order to use your Account. You must use your Account in a careful manner and keep the login information secure and strictly confidential. Escrow365 has the right to assume that all acts performed after logging in with your login details have been performed under your supervision and approval. This means you are liable for these actions, unless and until you have notified Escrow365 that someone else knows your password. You are obliged to notify Escrow365 immediately if you suspect abuse of and/or unauthorized access to your Account.

1.4 During the term of the Agreement, you shall have the non-exclusive, non-transferable, and non-sublicensable license right to access MyEscrow365 under the conditions as set out in these MyEscrow365 Terms and, if applicable, supplementary terms for Platform Services.

1.5 MyEscrow365, and any Platform Services, may only be used by you if you are a person or legal entity acting in the course of your business or profession. Furthermore, you represent and warrant that the details you provide during registration are complete and accurate and you shall not use the MyEscrow365 and the Platform Services outside the country you indicated at registration.

Clause 2. Rules of use

It is not permitted to use MyEscrow365 or any Platform Services for any purpose that violates applicable law or regulations, these MyEscrow365 Terms, or any other applicable terms and conditions in relation to the Platform Services. In particular, it is expressly prohibited (whether lawful or not) to upload, store, compile, process, or distribute through MyEscrow365 any information or data (hereinafter referred to as the “Material”) that:

a) contains malicious content (such as malware or other harmful software);
b) infringes third party rights (such as copyrights), or are unmistakably libellous, defamatory, offensive, discriminatory or hateful;
c) contains information about or assist in the infringement of third-party rights, such as hacking tools or computer crime explanations intended to (induce) the reader to engage in criminal conduct and not to be able to defend themselves against it;
d) violates the privacy of third parties, including at least but not exclusively the dissemination of personal data of third parties without consent or necessity;
e) contains terrorist content, as referred to in Article 2(7) of Regulation (EU) 2021/784;
f) contain hyperlinks, torrents or references to (sources of) materials infringing copyright or other intellectual property rights.

2.2. If Escrow365 reasonably believes, suspects or is notified by a third party that Material is being stored or distributed via MyEscrow365 or systems that are part of the Platform Services provided, by or on behalf of you, which infringes on the rights of a third party, violates the Agreement or is otherwise unlawful, Escrow365 will inform you of this. You must then as soon as possible, but no later than forty-eight (48) hours after notification, provide a motivated written response to Escrow365, rebutting the belief, suspicion, or notification, after which Escrow365 will independently decide which measures will be taken. Measures may include permanently removing or limiting access to the relevant Material. In cases that Escrow365 considers urgent, Escrow365 can intervene directly without having to inform you in advance. Escrow365 may recover the reasonable costs associated with the measures referred to in this paragraph from you.

2.3. If, in the opinion of Escrow365, the continued functioning of the computer systems or network of Escrow365 or third parties is actually or under threat of being damaged or jeopardized, for example through excessive transmission of data or virus activity, Escrow365 may take all steps it deems reasonably necessary to end or avert such damage or jeopardy.

2.4. Escrow365 is entitled to deny you access to MyEscrow365 or Platform Services in part or in whole if Escrow365 has found that you have acted in violation of these rules of use and you, after notification by Escrow365 about this, have failed to take measures to end the violation.

2.5. Escrow365 is entitled to disclose the name, address and other identifying information of you or your users to a third party that complains that you and/or the relevant user infringes on their rights, provided the relevant requirements set out in the applicable law or resulting from case law have been met. Furthermore, Escrow365 is entitled to disclose the name, address, and other identifying information of you and/or your users to the competent authorities if Escrow365 is obliged to do so under applicable law or regulations, such as in the case of a competent order.

2.6. Escrow365 strives to act as reasonably, carefully and adequately as possible after complaints about you and/or your users and is not liable for any damage resulting from the measures taken according to this article.

2.7. Escrow365 is at all times entitled to file a criminal complaint for any offenses committed through or using MyEscrow365 or Platform Services.

2.8. You indemnify and will hold Escrow365 harmless from and against any and all claims against Escrow365 (including third party claims) arising from or related to the Material as uploaded, used, and/or distributed by or through MyEscrow365 and/or the Platform Services.

Clause 3. Personal data

3.1. It is expressly prohibited (whether lawful or not) to process or distribute through MyEscrow365 any information or data that contains personal data, as defined in Article 4(1) of Regulation (EU) 2016/679, unless this relates to registration or conclusion of further agreements, or this is allowed by Platform Services-specific terms and conditions or otherwise indicated in writing by Escrow365

Clause 4. Availability and maintenance

4.1. Escrow 365 provides (and you accept) MyEscrow365 “as-is” (i.e. with all visible and invisible faults and defects).

4.2. Escrow365 actively maintains MyEscrow365. In events where maintenance is reasonably expected to negatively impact availability, Escrow365 shall, where reasonably possible, carry out such maintenance at times when use of MyEscrow365 is relatively low. Maintenance is announced in advance whenever possible. Emergency maintenance can take place at any time and without prior announcement.

4.3. Escrow365 may from time to time make changes to MyEscrow365. Your feedback and suggestions are welcome but ultimately Escrow365 decides which adaptations to carry out.

Clause 5. Support

5.1. Escrow 365 provides (and you accept) MyEscrow365 “as-is” (i.e. with all visible and invisible faults and defects).

5.2. Escrow365 actively maintains MyEscrow365. In events where maintenance is reasonably expected to negatively impact availability, Escrow365 shall, where reasonably possible, carry out such maintenance at times when use of MyEscrow365 is relatively low. Maintenance is announced in advance whenever possible. Emergency maintenance can take place at any time and without prior announcement.

Clause 6. Intellectual Property Rights

6.1. All rights of intellectual property, including but not limited to copyrights, trademarks and service marks, patents, sui generis database rights, domain names, rights to knowhow and all related rights (hereinafter referred to as “Intellectual Property Rights”) related to MyEscrow365, the Platform Services as well as all information and images on the website of Escrow365 are held by Escrow365 or its licensors. None of these items may be copied or used without prior written permission of Escrow365, except and to the extent permitted by mandatory law.

6.2. You are not entitled to make changes to MyEscrow365 or Platform Services, and you are not entitled to a copy of the relevant source code, except where this is permitted by mandatory law. You may not remove or modify any designation of Intellectual Property Rights and you are not permitted to retrieve the source code by means of reverse engineering, decompilation or otherwise, unless this is allowed pursuant to mandatory law.

6.3. Escrow365 may take technical measures to protect MyEscrow365 and the Platform Services. If Escrow365 has taken such security measures, you are not permitted to evade or remove such security measures.

6.4. All Intellectual Property Rights related to Material you store or process using MyEscrow365 or Platform Services shall remain with you or your licensor(s). You grant Escrow365 a free, non-exclusive right to use such Material strictly for the provision of MyEscrow365, the Platform Services and/or any services to be provided by Escrow365 pursuant to any concluded Escrow Agreements.

6.5. If you send Escrow365 a bug report or suggestion for improvement, you grant Escrow365 a perpetual and unlimited license to use this information for (improving) MyEscrow365 and/or the Platform Services. This does not apply to the back-up software source code or other Material you expressly mark as confidential.

6.6. Escrow365 has the irrevocable and unrestricted right to use any analyses, reports and results generated by using information of your use of MyEscrow365 or Platform Services in anonymized or aggregated form for its own purposes, such as improvement of MyEscrow365 or Platform Services – provided all relevant applicable legislation, such as the European General Data Protection Regulation, is adhered to.

6.7. Escrow365 shall refrain from accessing Material you store or transfer using MyEscrow365 or the Platform Services, unless this is necessary for the provision of MyEscrow365 or the Platform Services, or Escrow365 is required to do so by law or order of competent authority. In these cases, Escrow365 shall use commercially reasonable efforts to limit access to the Material as much as possible.

Clause 7. Compensation

7.1. Access to MyEscrow365 is offered completely at no charge.

7.2. Any costs – if applicable – for additional Platform Services, as well as payment terms, are indicated on MyEscrow365 or in the applicable terms and conditions before the enabling of the relevant Service(s) and acceptance and inclusion of the supplementary terms and conditions relevant thereto in the Agreement.

7.3. Costs and payment terms relating to Escrow Agreements to be concluded through MyEscrow365 shall be arranged through the terms and conditions of such Escrow Agreements.

Clause 8. Limitation of liability

8.1. Except in case of intentional misconduct or gross negligence, Escrow365 shall not be liable for any claims or damages in connection with the Agreement.

Clause 9. Force majeaure

9.1. Escrow365 is not obliged to perform any obligation under the Agreement if the performance is prevented due to force majeure. Escrow365 is not liable for any loss and/or damage due to force majeure.

9.2. Force majeure is considered to exist in any event in case of power outages, Internet failures, telecommunication infrastructure failures, network attacks (including D(DOS) attacks), attacks by malware or other harmful software, civil commotion, natural disaster, pandemic, terrorist activity, mobilization, war, import and export barriers, strikes, stagnation in supplies, fire, floods and any circumstance in which Escrow365 is not enabled to perform as a result of its suppliers, irrespective of the reason.

Clause 10. Conclusion, term and termination

10.1. The Agreement becomes effective upon your completion of the Account registration. The Agreement is entered into for an indefinite period of time.

10.2. Escrow365 may suspend or give notice to terminate the Agreement in writing with immediate effect, without notice of default being required, in the event you are declared bankrupt, you apply for or are granted suspension of payments, your activities are ceased, or your business is wound up.

10.3. You may terminate the Agreement at any time with a notice period of ten (10) business days, provided you have no active Escrow Agreements. It is not possible to terminate the Agreement if additional Escrow Agreements are active, as the Escrow agreement may require you to be able to access MyEscrow365 and Platform Services.

10.4. Escrow365 is entitled to terminate the Agreement if you have not used MyEscrow365 at all in the last eighteen (18) months and no additional Escrow Agreements are active. In such an event Escrow365 shall first send a reminder mail to the e-mail address connected to your Account stating the inactivity of the Account.

10.5. Upon termination of the Agreement, Escrow365 will have the right to remove or destroy all the Material you store or process via MyEscrow365 and/or Platform Services. You acknowledge that you remain solely responsible for making back-ups of any Material.

10.6. Parties agree that sections 6:227b (1) and 6:227c of the Dutch Civil Code are excluded insofar as legally possible. This means that Escrow365, inter alia, is not required to provide (separate) information about the way the Agreement is concluded.

10.7. If, at the time of rescission of the Agreement, you and/or Escrow365 has already performed or received performances in execution of the Agreement, these performances and related payment obligations shall, in deviation from Article 6:271 et seq. of the Dutch Civil Code, not be subject to obligations to undo performances already delivered under the Agreement.

Clause 11. Changes to Myescrow365 Terms

11.1. Escrow365 may change or add to these MyEscrow365 Terms at any time.

11.2. Escrow365 shall, where reasonably possible, announce through MyEscrow365 changes or additions at least thirty (30) days before these changes or additions taking effect.

11.3. If you do not want to accept a change or addition, you can object to the changes or additions in writing within fourteen (14) days after the notification as stated in the paragraph above. In such a case, Escrow365 shall contact you to discuss the objection and parties shall use all efforts to resolve the issue. Changes of minor importance, changes pursuant to law and changes for your benefit, may be made at any time with immediate effect without notice and without you having the right to object. Use of MyEscrow365 after the date of effect shall constitute your acceptance of the changed or added terms and conditions.

Clause 12. Miscellaneous provisions

12.1. These MyEscrow365 Terms shall be governed and construed in accordance with the laws of the Netherlands.

12.2. Except to the extent determined otherwise by mandatory applicable law, all disputes arising in connection with the Agreement shall be brought before the competent court for the principal place of business of Escrow365.

12.3. For any clause in these MyEscrow365 Terms that demand that a statement must be done “in writing” or “written” to be legally valid, a statement by e-mail or communication through MyEscrow365 shall be sufficient, provided that with sufficient certainty, the authenticity of the sender can be established and the integrity of the statement has not been compromised.

12.4. The version of any communication of information as recorded by Escrow365 shall be deemed to be authentic unless you supply proof to the contrary.

12.5. In case any part of these MyEscrow365 Terms are declared legally invalid, this shall not affect the validity of the whole of the Agreement. The parties shall in such an event agree on one or more replacement provisions that approximate the original intent of the invalid provision(s) within the limits of the law.

12.6. Escrow365 is entitled to transfer its rights and obligations under this Agreement to a third party that acquires the business operations to which this Agreement is subject.

 

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MyEscrow365 Terms   | Version 1.0. | Date: 28 August 2025