Escrow Agreement

Effective date: September 19, 2026. This Escrow Agreement ("Agreement") forms part of the Terms of Service and governs transactions on the Vemzio marketplace where funds are held through third-party escrow infrastructure ("Escrow Provider", e.g., Stripe Connect) and released against delivery milestones. Vemzio coordinates the transaction and provides the workflow; the Escrow Provider holds and moves the funds under its own regulated terms.

1. Roles

• Seller: lists and transfers the asset.
• Buyer: funds the escrow and inspects the delivery.
• Vemzio: provides the transaction workspace, milestone workflow, messaging, and coordination. Vemzio is not the holder of funds and is not a bank, escrow agent, or money transmitter.
• Escrow Provider: the regulated third party (e.g., Stripe) that authorizes, captures, holds, refunds, or releases payments.

2. Transaction Flow

1. Agreement: buyer commits to a listing at the displayed price. The listing's stated terms (deliverables, handover scope) become the deal's baseline.
2. Funding: buyer pays the full price into escrow. Funds are authorized/captured by the Escrow Provider — not received by the seller or by Vemzio at this stage.
3. Delivery: seller transfers the asset as described: repository invite/transfer, domain auth code and DNS handover, files, credentials, licenses, or other deliverables stated in the listing.
4. Inspection: buyer verifies delivery against the listing during the inspection window (see §4).
5. Release: on buyer approval, or automatically at the end of the window absent a dispute, the Escrow Provider releases funds to the seller, minus fees (§6).

3. Delivery Obligations by Asset Type

3.1 Domains

• Seller unlocks the domain and provides the transfer auth code (EPP), or initiates a registrar push where applicable, and keeps WHOIS/transfer locks off for the duration of the transfer.
• Seller warrants the domain does not carry registry penalties, expired-status issues, or UDRP proceedings known to them.
• Buyer confirms receipt at the gaining registrar; DNS/nameserver changes may follow post-transfer and are not part of the escrow release criteria unless the listing says otherwise.

3.2 SaaS / codebases

• Seller transfers the repository (GitHub/GitLab transfer or collaborator invite) and any infrastructure references stated in the listing. Secrets are rotated by the buyer after handover; the seller must not retain access after the transfer completes.
• Where the listing includes revenue, the seller must keep the revenue-verification connection active and honest during the sale window.

3.3 Digital products (templates, guides, courses)

• Delivery is the download or access grant provided through the Service. These transactions may instead be processed instantly through the merchant of record (e.g., Lemon Squeezy) and are then governed by that provider's terms and the refund policy stated on the listing — escrow does not apply unless explicitly shown.

4. Inspection Window

• Default: 48 hours from the seller marking the asset delivered (domain transfers in transit may extend this to 96 hours; the dashboard shows the applicable deadline for each contract).
• During inspection the buyer must verify delivery in good faith. Silence at the end of the window is treated as approval and funds release automatically.
• The seller may contact the buyer through the escrow chat; non-responsive buyers cannot indefinitely freeze sellers' funds — absent a filed dispute, release occurs on schedule.

5. Cancellations & Refunds

• Before funding: either party may cancel without penalty.
• After funding, before delivery: buyer may cancel and receive a full refund of the escrowed amount minus any non-reversible processor charges; the seller may cancel by declining the deal (full refund).
• After delivery, during inspection: funds release on approval or window expiry; a refund requires a dispute (§7).
• After release: the transaction is final. Post-sale issues (e.g., discovered defects) are matters between buyer and seller, and may be pursued under the sale agreement or law — not through escrow.

6. Fees & Payouts

• The platform fee is displayed at transaction time (currently 1% of the sale at close) and is deducted at release together with any payment-processor fees. Sellers see the full net-payout breakdown before committing.
• Processing fees charged by the Escrow Provider or payment networks are non-refundable even when a transaction is cancelled mid-flight, to the extent they have already been incurred.
• Payouts are made to the seller's connected payout account. Sellers are responsible for their own taxes; Vemzio provides transaction records for accounting.

7. Disputes

1. Either party may file a dispute during inspection (or up to release) from the escrow panel, stating the reason. Filing freezes the countdown; funds remain held.
2. Parties negotiate in the escrow chat for up to 14 days, with Vemzio available as mediator. Most disputes are resolved by partial delivery, fixes, or price adjustment.
3. If unresolved, Vemzio issues a determination based on the listing terms, delivery evidence, chat record, and verification data. The parties may accept it or resolve the deal among themselves (e.g., agreed partial refund via the Escrow Provider's tooling where supported).
4. Determinations may direct the Escrow Provider to release, refund, or split funds. Vemzio's decision is limited to the escrowed amount; neither party may double-recover through chargebacks. Filing a chargeback while a dispute is open voids the filer's protection under this Agreement and may forfeit the claim.
5. Fraud (either direction — fake assets or fake buyers) results in account termination, and where appropriate, reports to authorities and processors.

8. Seller Warranties

The seller warrants for each transaction that they: own the asset and can transfer it clean of undisclosed liens/encumbrances; the listing is accurate and not misleading; the asset does not infringe third-party rights; disclosed metrics are genuine (verified via connected accounts where shown); and they will complete the handover as described. These warranties survive release for claims of fraud or material misrepresentation first raised within 12 months, pursued between the parties.

9. Buyer Warranties

The buyer warrants that they: have the funds and authority for the purchase; are not purchasing to resell under false pretenses; will complete inspection in good faith within the window; and will not use escrow to obtain assets or source code without payment.

10. Chargebacks & Payment Risk

Chargebacks initiated against escrowed transactions are handled per the Escrow Provider's rules. Vemzio may hold or reverse pending releases, share evidence with processors, and suspend accounts with abusive chargeback patterns. Buyers attempting "double recovery" (chargeback + keeping assets) commit fraud and face removal and civil recovery.

11. Liability

• Vemzio's coordination role carries the liability cap stated in the Terms of Service (§14). The Escrow Provider is solely responsible for the funds' custody, payment rails, and regulatory compliance of money movement.
• Vemzio is not liable for market movements, buyer's remorse, post-release business performance, or losses caused by user misrepresentation — though determinations under §7 may refund escrowed funds where misrepresentation is proven.

12. Precedence

For escrowed transactions: this Agreement, then the listing's own stated terms, then the Terms of Service, then the Escrow Provider's payment terms (which govern the money itself). Nothing in this Agreement waives rights that cannot be waived under applicable consumer law.