Escrow agreement

1. Parties and definitions

This Escrow Agreement is entered into between FairBank Escrow ("Escrow Agent") and the two individuals or entities matched into a single deal through the submission process (each a "Party," together the "Parties").

"Deal" means the linked transaction created once both Parties' submissions are matched.

"Reference number" means the unique identifier assigned to a Deal.

"Escrow fee" means the fee calculated under the published fee schedule at the time a Deal is matched.

"Release" means the transfer of held funds to the receiving Party following reviewer approval.

2. Appointment of escrow agent

Each Party appoints FairBank Escrow to hold funds and act as an intermediary for the Deal described in their matched submissions, subject to the terms of this Agreement.

3. Deal terms

The terms of the Deal, including the deal type, amount, and description of what is being exchanged, are as recorded in the Parties' matched submissions at the time the Deal is created. If the Parties' submissions conflict on any material term, FairBank Escrow may treat the first submitter's terms as canonical pending manual reconciliation between the Parties, or may decline to proceed with the Deal.

4. Funding

The paying Party is responsible for delivering the agreed funds to FairBank Escrow. For crypto for crypto deals, both Parties are responsible for delivering their respective legs before the Deal is considered funded. FairBank Escrow is not responsible for delays or losses caused by a Party's failure to fund as agreed.

5. Confirmation and review

Before any release, both Parties must confirm that the agreed terms have been met, and a FairBank Escrow reviewer must independently approve the release. FairBank Escrow may decline to release funds, or may hold a Deal for further review, at its discretion, if it has reason to believe the terms have not genuinely been met or that the transaction may involve fraud or other misconduct.

6. Fees

The escrow fee disclosed at the time the Deal is matched applies to that Deal and will be deducted from or added to the transaction as specified at that time.

7. Disputes

If either Party opens a dispute, both Parties agree that a FairBank Escrow reviewer's decision to release or refund the held funds, made after reviewing the evidence submitted by both sides, is final and binding as between the Parties with respect to the disposition of the held funds, without prejudice to either Party's other legal rights and remedies against the other Party or against FairBank Escrow.

8. No interest

Funds held in escrow do not accrue interest payable to either Party.

9. Limitation of liability

FairBank Escrow's role is limited to holding and disbursing funds in accordance with this Agreement. FairBank Escrow is not a party to the underlying transaction between the Parties and makes no representation as to the quality, legality, or fitness of any goods, crypto asset, or consideration being exchanged. To the maximum extent permitted by law, FairBank Escrow's liability to either Party in connection with a Deal is limited, and FairBank Escrow is not responsible for delays or failures caused by events beyond its reasonable control.

10. Representations

Each Party represents that the information submitted is accurate, that they have authority to enter into the Deal, and that the transaction does not violate any applicable law.

11. Governing law

This Agreement is governed by the laws of the State of New York, without regard to its conflict of laws principles. Any dispute between a Party and FairBank Escrow under this Agreement will be brought exclusively in the state or federal courts located in New York City, and each Party consents to the jurisdiction of those courts.

12. Entire agreement

This Agreement, together with the Terms of Service, constitutes the entire agreement between each Party and FairBank Escrow with respect to the Deal.