ROOFBID.COM ESCROW INSTRUCTIONS
These Escrow Instructions hereby incorporate by reference all terms, conditions rules, policies and guidelines on the Site, including the RoofBid.com Terms of Service (“Terms of Service”). Capitalized terms not defined in these Escrow Instructions are defined in the Terms of Service. These Escrow Instructions are effective as of June 1, 2012. Your continued use of the Site after such time will signify your acceptance of these Escrow Instructions. We reserve the right to modify the provisions in these Escrow Instructions without prior notice to you, so please check back often for updates.
These Escrow Instructions govern an Escrow Agreement established by Consumer and Contractor pursuant to the Contract they have jointly agreed to on the Site. The “Escrow Instructions” are comprised of these Escrow Instructions, the RoofBid.com Terms of Service, and the Consumer – Contractor Contract. Consumer and Contractor are deemed to have executed the Escrow Agreement pursuant to the federal Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. Sec. 7001, et seq.), by clicking to Accept the Contract or clicking to fund Escrow on the Site, and doing so constitutes an acknowledgement that you are able to electronically receive, download, and print the Escrow Instructions. All references to the Escrow in these Escrow Instructions will include the initial Funding Approval and any additional Funding Approval for the Job.
RoofBid.com Interactive Industries, LLC,a Washington state limited liability corporation, is the direct provider of the escrow services pursuant to these Escrow Instructions (collectively “RoofBid.com,” “we,” or “us”). Consumer and Contractor hereby employ, authorize, and otherwise instruct Escrow Company to act as Escrow Holder and Escrow Agent in connection with the applicable Job to provide for the retention, administration, and controlled release of the escrowed funds in accordance with the Consumer-Contractor Contract and subject to and conditioned on the Escrow Instructions. You authorize RoofBid.com to disburse to RoofBid.com amounts released from Escrow pursuant to the Escrow Instructions in payment of Service Fees payable to RoofBid.com pursuant to the RoofBid.com Terms of Service or other deductions provided in these Escrow Instructions.
FUNDING ESCROW
When Consumer submits a funding approval through the Site, Consumer irrevocably authorizes RoofBid.com to charge Consumer's Account and, as appropriate, Consumer's credit card, bank, or PayPal in the amount of the applicable funding approval, and deposit any amounts collected thereby into Consumer’s Escrow Account for the Job. Once RoofBid.com has charged the payment method, such charge is non-refundable except pursuant to these Escrow Instructions and the Dispute Resolution Process. Consumer agrees not to ask its credit card company or payment method or bank to charge back any amount to RoofBid.com for any reason. If RoofBid.com cannot collect such amount for any reason, RoofBid.com has no obligation with respect to the creation or funding of the Escrow. Unless and until Consumer submits the initial funding approval with RoofBid.com, RoofBid.com has no obligation with respect to the Escrow. OTHER THAN CHARGING CONSUMER'S ACCOUNT AND, AS APPROPRIATE, CONSUMER'S CREDIT CARD, BANK, OR PAYPAL ACCOUNT, RoofBid.com HAS NO OBLIGATION WITH RESPECT TO THE CREATION OR FUNDING OF THE ESCROW OR ANY ADDITION TO SUCH ESCROW.
Consumer's submission of a funding approval for an Escrow constitutes Consumer's agreement to pay the amounts that Consumer authorizes RoofBid.com to charge against Consumer's Account and, as appropriate, Consumer's credit card, bank, or PayPal Account. Such payments, once authorized, are final, and RoofBid.com will release amounts in the Escrow only pursuant to the Escrow Instructions.
USE OF FUNDS IN ESCROW ACCOUNT
RoofBid.com uses funds deposited in the Escrow Account only in accordance with the Escrow Instructions. RoofBid.com will not voluntarily make funds deposited in the Escrow account available to its creditors in the event of a bankruptcy or for any other purpose. As provided in United States Bankruptcy Code, Section 541(d), RoofBid.com shall hold only legal title to, and not have any equitable interest in, the Escrow Account and any funds in it. These Escrow Instructions are supplementary to the Consumer – Contractor Contract, the RoofBid.com Terms of Service, and to any other agreement between Consumer and Contractor concerning the Job, as provided in 11 United States Bankruptcy Code, Section 365(n).
ESCROW ACCOUNT DEPOSIT
RoofBid.com deposits and maintains all funds in the Escrow Account in a bank insured by the Federal Deposit Insurance Corporation and approved to receive escrow funds under applicable laws and regulations. You agree that you will not receive interest or other earnings on the funds in the Escrow Account. RoofBid.com may earn and retain interest on those funds, may charge or deduct fees, may receive a reduction in fees or expenses charged, or may receive other compensation for banking, payment or other financial services related to the Escrow Accounts.
ESCROW STATUS
Consumer and Contractor may access current information regarding the status of the Escrow on the Site.
RELEASE AND DELIVERY OF AMOUNTS IN ESCROW
RoofBid.com is authorized to and will release applicable portions of the Escrow Account (each portion a "Release") to Contractor or Consumer only pursuant to one or more Release Conditions provided below. Contractor and Consumer authorize RoofBid.com to use a payment service to deliver the amount of any Release, and to withhold from Contractor those amounts RoofBid.com is entitled to withhold.
Release Conditions
As used in these General Escrow Instructions, "Release Conditions" means any of the following:
1. Consumer or Contractor has approved the other party’s Release request on the Site
2. Consumer or Contractor has failed to timely submit Contrary Instructions to the other party’s Release request pursuant to the Dispute Resolution Process
3. Contractor has approved a refund or cancellation request from a Consumer via the Site
4. Contractor has failed to timely respond to a refund or cancellation request from a Consumer
5. Contractor requests a refund be issued to Consumer
6. Consumer and Contractor have delivered joint written instructions to RoofBid.com authorizing a Release
7. Consumer or Contractor has failed timely to submit to binding arbitration requested by the other
pursuant to the Dispute Resolution Process
8. Consumer and Contractor have failed to initiate arbitration for an unresolved dispute by the Limitations
Date in accordance with the Dispute Resolution Process
9. An Escrow Account becomes Dormant as described in these General Escrow Instructions
10. The final binding award of a duly appointed arbitrator from which appeal is not taken
11. The final binding order of a court of competent jurisdiction from which appeal is not taken
12. Consumer or Contractor has failed to timely respond to a RoofBid.com Dispute Assistance notification, Arbitration initiation notification, or otherwise failed to comply with the Dispute Resolution Process.
Service Fees; Payment Processing Fees
When Consumer pays or releases escrow funds to a Contractor through the Site, RoofBid.com deducts certain Service Fees.
ESCROW DISPUTES
For any dispute arising between Consumer and Contractor regarding an Escrow (excluding disputes involving claims for injunctive or other equitable relief), the Consumer and Contractor will pursue resolution of the dispute in accordance with the Dispute Resolution Process. During the Dispute Resolution Process, RoofBid.com will continue to hold the Escrow pending a Release Condition.
RELEASE OF ESCROW ACCOUNT
Releases are Final
Your approval of a Release of any amount in the Escrow Account constitutes your agreement to release such amounts from the Escrow. Any such release is final (except when subject to a good faith dispute in accordance with the procedures described in the Dispute Resolution Process).
ESCROW AGENT DUTIES
RoofBid.com undertakes to perform only such duties as are expressly set forth in the Escrow Instructions and no other or further duties will be implied. RoofBid.com has the right to rely upon, and will not be liable for acting or refraining from acting upon any written notice, instruction, or request furnished to it in accordance with these Escrow Instructions, if RoofBid.com reasonably believes that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. RoofBid.com may execute any of its powers and perform any of its duties under the Escrow Instructions directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. RoofBid.com will not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. If RoofBid.com is uncertain as to its duties or rights hereunder or receives instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of the Escrow Instructions, RoofBid.com will be entitled to refrain from taking any action and its sole obligation will be to keep safely all property held in Escrow until it is directed otherwise in writing by Consumer and Contractor or by a final order or judgment of an arbitrator or court of competent jurisdiction.
ESCROW AGENT RIGHTS
RoofBid.com has the right in its sole discretion but not the obligation to institute Arbitration in accordance with the foregoing, or to institute any other legal proceedings including depositing funds held in Escrow with a court of competent jurisdiction, to resolve any dispute between Consumer and Contractor related to an Escrow. Any provision of these General Escrow Instructions to the contrary notwithstanding, and regardless whether RoofBid.com is identified as a party in interest in any dispute, arbitration or other legal proceeding, nothing herein will be construed to limit RoofBid.com’s legal and equitable rights, including but not limited to depositing funds held in Escrow with a court of competent jurisdiction. In case of fraud, RoofBid.com has the right to Release funds held in Escrow to the defrauded party.
Any corporation or association into which RoofBid.com may be merged or converted or with which it may be consolidated, or any corporation or association to which all or substantially all the escrow business of RoofBid.com may be transferred, will succeed to all the rights and obligations of RoofBid.com as escrow agent under these General Escrow Instructions without further act.
TERM AND TERMINATION OF ESCROW
The Escrow will terminate automatically upon Release of all funds in the Escrow Account. RoofBid.com reserves the right to terminate the Escrow, for any reason, by providing Consumer and Contractor 20 days written notice.
Upon termination of the Escrow, the remaining provisions of the RoofBid.com Terms of Service will survive, including, without limitation, obligations to pay RoofBid.com any amounts, provisions concerning dispute resolution, limitation of liability, and indemnification obligations.
MISCELLANEOUS ESCROW TERMS AND CONDITIONS
Notice of Requested Order
If Contractor or Consumer intends to obtain an order from any arbitrator or any court, which order might direct RoofBid.com to take, or refrain from taking any action with respect to the Escrow, that party will: (1) give RoofBid.com at least five business days prior notice of the hearing; (2) include in any such order a provision that, as a precondition to RoofBid.com's obligation, RoofBid.com be paid in full for any amounts to which RoofBid.com would otherwise be entitled; and (3) be paid for the reasonable value of the services to be rendered pursuant to such order.
No Third-Party Rights
The Escrow Instructions are intended solely for the benefit of Consumer, Contractor, RoofBid.com, and their respective permitted successors and assigns, and no other person or entity has or acquires any right by virtue of the Escrow Instructions unless otherwise expressly agreed to in writing by Consumer, Contractor, and RoofBid.com.
Dormant Escrow Accounts
For purposes of determining Dormant status, “activity” means term or milestone updates or requests, Escrow Funding, Escrow Release, Escrow Refunds, funding approval, Release Requests, Job Cancellation Requests, Status Report submittals, or actions under the Dispute Resolution Process. If an Escrow Account has a balance but has had no activity for ninety (90) consecutive days, then such Escrow Account will be placed on “Dormant” status.
Balances in Dormant Escrow Accounts shall be subject to the following rules:
RoofBid.com will notify Consumer by their registered email address when Escrow Accounts become Dormant (“Dormant Date”). If no activity, other than Release requests, has occurred within seven (7) days after the Dormant Date, RoofBid.com will notify the Contractor by their registered email address that the Escrow Account is Dormant.
If no activity, other than Release requests, has occurred within a further seven (7) days (fourteen (14) days from the Dormant Date), (i) milestones with Release requests that are thirty (30) days or older shall be immediately released to Contractor; (ii) milestones with Release requests younger than thirty (30) days shall be released to the Contractor in thirty (30) days from the date of the applicable Release request; (iii) milestones with no prior Release requests will be immediately released to the Consumer.
All payments under this Section, Dormant Escrow Accounts, shall be subject to the applicable RoofBid.com Service Fee.
Successors and Assigns
These General Escrow Instructions are binding upon and inure to the benefit of the successors and assigns of Consumer, Contractor, and RoofBid.com. However, RoofBid.com has no obligation in performing the Escrow Instructions to recognize any successor or assign of Consumer or Contractor unless RoofBid.com receives clear, authoritative, and conclusive written evidence of the change of such parties.
CONTACTING US
If you wish to report a violation of the Terms of Service, have any questions or need assistance, please
contact RoofBid.com Customer Support as follows:
Web Support: www.RoofBid.com
Email: info@RoofBid.com
