Common use of Deposits into the Escrow Account Clause in Contracts

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking system, shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 13 contracts

Samples: Escrow Services Agreement (Flower Turbines, Inc.), Escrow Services Agreement (Sugarfina Holdings LLC), Escrow Services Agreement (Fisher Wallace Laboratories, Inc.)

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Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts amounts, via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in [●]”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amountssuch funds, and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the "Escrow Amount”. ." No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) Agreement and/or Offering materialsoffering documents, provide Escrow Agent with a copy of such revised documents the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold — clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following after receipt of funds; *ACH funds * Checks — 10 days following receipt of funds; *Credit after deposit * ACH — As transaction must clear in a manner similar to checks, and Debit Cards – 24 hours (one business day) following receipt of as Federal regulations provide investors with 60 days to recall funds. For subscription amounts received through ACH transfersrisk reduction and protection, Federal regulations in making an effort to provide Subscribers with flexibility to Issuer, the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available at its discretion post funds as cleared starting 10 calendar days following receipt by Escrow Agent after receipt. Of course, regardless of the subscription amounts this operating policy, Issuer remains liable to immediately and 24 hours following receipt of without protestation or delay return to Prime Trust any funds recalled for credit and debit card transactionswhatever reason pursuant to Federal regulations. Notwithstanding the foregoing, all cleared subscription amounts funds remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 13 contracts

Samples: Escrow Services Agreement (DF Growth REIT, LLC), Escrow Services Agreement (Glucose Biosensor Systems (Greater China) Holdings, Inc.), Escrow Services Agreement (GolfSuites 5, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in _______________________ ”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; * Checks — 10 days following deposit of funds to the Escrow Account; *ACH — 10 days following receipt of funds; *Virtual currencies – upon receipt of coins/tokens or USD upon conversion, as agreed; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 5 contracts

Samples: Escrow Services Agreement (Future Labs Vi, Inc.), Escrow Services Agreement (Future Labs V, Inc.), Escrow Services Agreement (Future Labs V, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in [●]”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; * Checks — 10 days following deposit of funds to the Escrow Account; *ACH — 10 days following receipt of funds; *Virtual currencies – upon receipt of coins/tokens or USD upon conversion, as agreed; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 4 contracts

Samples: Escrow Services Agreement (Boxabl Inc.), Escrow Services Agreement (Starco Brands, Inc.), Escrow Services Agreement (EdenLedger, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed instructed by the Issuer and or its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds by wire or ACH directly to the Escrow Agent for deposit into the Escrow Account. Escrow Agent shall cause the Bank to process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the "Escrow Amount”. No interest shall be paid to ." Issuer or Subscribers on balances in the Escrow Account. Issuer its agents shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent with a copy of such revised documents the Subscriber’s signed subscription agreement and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its duties under this Agreement. As required by government regulations pertaining to the US Treasury, Homeland Security, the Internal Revenue Service and the SEC, federal law requires financial institutions to obtain, reasonably verify and record information that identifies each person (natural person or legal entity, including its authorized persons) who funds and executes securities transactions. Information requested of the Issuer and Subscribers will be typical information requested in the gathering and verification guidelines and best practices promulgated by anti-money laundering (“AML”) rules and regulations and those regulatory agencies that enforce them. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether wire, or ACH delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with securities industry laws, rules, regulations or best practices. Prime Trust reserves Escrow Agent may at any time reject or return funds to any Subscriber (i) that do not clear background checks (anti-money laundering, USA PATRIOT Act, social security number issues, etc.) to the right to limitsatisfaction of Escrow Agent, suspendin its sole and absolute discretion, restrict or, (including increasing clearing periodsii) or terminate the use of ACHfor which Escrow Agent determines, credit card and/or debit card transactions at in its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the would be improper or unlawful for Escrow Agent for any feesto accept or hold the applicable Subscriber’s funds, costs as Escrow Agent, due to, among other possible issues, issues with the Subscriber or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputesthe source of the Subscriber’s funds. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection promptly inform Issuer of any funds from Subscriberssuch return or rejection.

Appears in 3 contracts

Samples: Escrow Services Agreement (Golden Pacific Homes, LLC), Escrow Services Agreement (Teraphysics Corp), Escrow Services Agreement (Teraphysics Corp)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in Xx.Xxxxxxxx, Inc.”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; * Checks — 10 days following deposit of funds to the Escrow Account; *ACH — 10 days following receipt of funds; *Virtual currencies — upon receipt of coins/tokens or USD upon conversion, as agreed; *Credit and Debit Cards 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 3 contracts

Samples: Escrow Services Agreement (E.i Ventures Inc.), Escrow Services Agreement (E.i Ventures Inc.), Escrow Services Agreement (E.i Ventures Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking system, shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; ** ACH — 10 days following receipt of funds; ** Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 3 contracts

Samples: Escrow Services Agreement (Rentberry Inc.), Escrow Services Agreement (Fisher Wallace Laboratories, Inc.), Escrow Services Agreement (Wireless Electrical Grid LAN, WiGL, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held FundAmerica Securities shall promptly deposit all monies received from subscribers for the benefit payment of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent for deposit Securities into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemescrow account, shall hold Escrow Amounts, and shall maintain with an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s investors name and address, the quantity of Securities securities purchased, and the amount paid. All subscription amounts which have cleared monies so deposited in the banking system, escrow account are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. "escrow amount." Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent Trustee with a copy of such revised documents the investors signed subscription agreement and other information as may be reasonably requested by Escrow Agent which is necessary for Trustee in the performance of its duties under this Agreementduties. As required by government regulations pertaining to US Treasury, Homeland Security, Internal Revenue Service and the Securities and Exchange Commission, federal law requires financial institutions to obtain, reasonably verify and record information that identifies each person (natural person or legal entity, including its authorized persons) who funds and executes securities transactions. Information requested of the issuer and investors will be typical information requested in the gathering and verification guidelines and best practices promulgated by anti-money laundering rules and regulations and those regulatory agencies that enforce them. Escrow Agent shall have no duty to make any disbursement of Investor Funds until and unless it has good, cleared and collected funds pursuant to federally permitted recall or rescission periods. Where escrow closes prior to the full extent of the recall period of any funds, Escrow Agent is hereby permitted to retain such funds until the completion of such period plus two (2) business days, after which the affected funds shall be remitted as provided herein. In the event that any checks, wires or ACH funds deposited in the Escrow Account are recalled or prove uncollectible after the funds represented thereby have been forwarded by the Escrow Agent, then the Issuer shall promptly reimburse the Escrow Agent for the amounts thereof and for any and all costs incurred for such so the Escrow Agent may deliver the recalled funds to the subscriber or reimburse its own account, as may be the case. The Escrow Agent shall be under no duty or responsibility to enforce collection of any subscription amounts whether wire, check, or ACH delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. The Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account escrow account of any Subscriber subscriber to the extent the Escrow Agent, in its sole and absolute discretion, Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations securities industry rules or best practices. Prime Trust reserves Escrow Agent may at any time reject or return funds to any subscriber (i) that does not clear background checks (anti-money laundering, USA PATRIOT Act, social security number fraud, etc.) to the right to limitsatisfaction of Trustee, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at in its sole and absolute discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees or, (ii) for which Escrow Agent determines in its sole discretion that it will immediately indemnify, hold harmless and reimburse the would be improper or unlawful for Escrow Agent for any feesto accept or hold the applicable Investor Funds as Escrow Agent (due to the identity of the Investor, costs the source of the funds or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputesotherwise). Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection promptly inform the issuer of any funds from Subscriberssuch return or rejection.

Appears in 3 contracts

Samples: Escrow Services Agreement (Madyson Equity Group, LP), Escrow Services Agreement (Madyson Equity Group, LP), Escrow Services Agreement (Madyson Equity Group, LP)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts amounts, via Escrow Agent’s 's technology systems ("Issuer Dashboard"), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to "Prime Trust, LLC as Escrow Agent for Investors in [?]") for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amountssuch funds, and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s 's name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the "Escrow Amount”. ." No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) Agreement and/or Offering materialsoffering documents, provide Escrow Agent with a copy of such revised documents the Subscriber's subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold - clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered "cleared" as follows: * Wires - 24 hours (one business day) following after receipt of funds; *ACH — funds * Checks - 10 days following receipt of funds; *Credit after deposit * ACH - As transaction must clear in a manner similar to checks, and Debit Cards – 24 hours (one business day) following receipt of as Federal regulations provide investors with 60 days to recall funds. For subscription amounts received through ACH transfersrisk reduction and protection, Federal regulations in making an effort to provide Subscribers with flexibility to Issuer, the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available at its discretion post funds as cleared starting 10 calendar days following receipt by Escrow Agent after receipt. Of course, regardless of the subscription amounts this operating policy, Issuer remains liable to immediately and 24 hours following receipt of without protestation or delay return to Prime Trust any funds recalled for credit and debit card transactionswhatever reason pursuant to Federal regulations. Notwithstanding the foregoing, all cleared subscription amounts funds remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 3 contracts

Samples: Escrow Services Agreement (RAD Diversified REIT, Inc.), Escrow Services Agreement (RAD Diversified REIT, Inc.), Escrow Services Agreement (RAD Diversified REIT, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed instructed by the Issuer and or its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds by wire or ACH directly to the Escrow Agent for deposit into the Escrow Account. Escrow Agent shall cause the Bank to process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the "Escrow Amount”. No interest shall be paid to ." Issuer or Subscribers on balances in the Escrow Account. Issuer its agents shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent with a copy of such revised documents the Subscriber’s signed subscription agreement and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its duties under this Agreement. As required by government regulations pertaining to the US Treasury, Homeland Security, the Internal Revenue Service and the SEC, federal law requires financial institutions to obtain, reasonably verify and record information that identifies each person (natural person or legal entity, including its authorized persons) who funds and executes securities transactions. Information requested of the Issuer and Subscribers will be typical information requested in the gathering and verification guidelines and best practices promulgated by anti-money laundering (“AML”) rules and regulations and those regulatory agencies that enforce them. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether wire, check, or ACH delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with securities industry laws, rules, regulations or best practices. Prime Trust reserves Escrow Agent may at any time reject or return funds to any Subscriber (i) that do not clear background checks (anti-money laundering, USA PATRIOT Act, social security number issues, etc.) to the right to limitsatisfaction of Escrow Agent, suspendin its sole and absolute discretion, restrict or, (including increasing clearing periodsii) or terminate the use of ACHfor which Escrow Agent determines, credit card and/or debit card transactions at in its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the would be improper or unlawful for Escrow Agent for any feesto accept or hold the applicable Subscriber’s funds, costs as Escrow Agent, due to, among other possible issues, issues with the Subscriber or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputesthe source of the Subscriber’s funds. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection promptly inform Issuer of any funds from Subscriberssuch return or rejection.

Appears in 3 contracts

Samples: Escrow Services Agreement (Allegiancy, LLC), Escrow Services Agreement (Allegiancy, LLC), Escrow Services Agreement (BeautyKind Holdings, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts funds, via Escrow Agent’s technology systems (“Issuer Dashboard”)systems, directly to the Escrow Account Agent as the “qualified third party” that has agreed to be held hold the funds for the benefit of Subscribers in accordance with the terms of this Agreement investors and applicable regulationsIssuer. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in [●]”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the "Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. ." Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent with a copy of such revised documents the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold — clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following after receipt of funds; *ACH funds * Checks — 10 days following receipt of funds; *Credit after deposit * ACH — As transaction must clear in a manner similar to checks, and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, as Federal regulations provide Subscribers investors with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following to recall funds, for risk reduction and protection the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available will agree to release, starting 10 calendar days following after receipt by Escrow Agent and so long as the offering is closed, the greater of the subscription amounts and 24 hours following receipt 94% of funds for credit or gross funds less ACH deposits still at risk of recall. Of course, regardless of this operating policy, Issuer remains liable to immediately and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject without protestation or delay return to internal compliance review in accordance with internal procedures and applicable rules and Prime Trust any funds recalled pursuant to Federal regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, Agent in its sole and absolute discretion, discretion deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 2 contracts

Samples: Escrow Services Agreement (Thinking Green), Escrow Services Agreement (Gab Al Inc)

Deposits into the Escrow Account. All Subscribers will be directed instructed by the Issuer and its Broker as well as their respective agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent for deposit into by ACH or wireinto the Escrow Account. Escrow Agent shall cause the Bank to process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to .” Issuer or Subscribers on balances in the Escrow Account. Issuer its agents shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent with a copy of such revised documents the Subscriber’s signed subscription agreement and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its duties under this Agreement. As required by government regulations pertaining to the US Treasury, Homeland Security, the Internal Revenue Service and the SEC, federal law requires financial institutions to obtain, reasonably verify and record information that identifies each person (natural person or legal entity, including its authorized persons) who funds and executes securities transactions. Information requested of the Issuer and Subscribers will be typical information requested in the gathering and verification guidelines and best practices promulgated by anti-money laundering (“AML”) rules and regulations and those regulatory agencies that enforce them. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether wire or ACH delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold — clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following after receipt of funds * ACH — As transaction must clear 10 days after receipt of funds; *ACH — 10 days following receipt of funds; *Credit , and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, as Federal regulations provide Subscribers investors with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following to recall funds, for risk reduction and protection the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available will agree to release, starting 10 calendar days following after receipt by Escrow Agent and so long as the offering is closed, the greater of the subscription amounts and 24 hours following receipt 94% of funds for credit or gross funds less ACH deposits still at risk of recall. Of course, regardless of this operating policy, Issuer remains liable to immediately and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject without protestation or delay return to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribersrecalled pursuant to Federal regulations.

Appears in 2 contracts

Samples: Escrow Services Agreement (LocatorX, Inc.), Escrow Services Agreement (LocatorX, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in [●]”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; * Checks — 10 days following deposit of funds to the Escrow Account; *ACH — 10 days following receipt of funds; *Virtual currencies – upon receipt of coins/tokens or USD upon conversion, as agreed; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactionstransaction to recall, cancel or otherwise dispute the transaction. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 2 contracts

Samples: Escrow Services Agreement (IdentifySensors Biologics Corp.), Escrow Services Agreement (Lux Flooring Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in Evolution Development Group, Inc. Regulation A Offering”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; * Checks — 10 days following deposit of funds to the Escrow Account; *ACH — 10 days following receipt of funds; *Virtual currencies – upon receipt of coins/tokens or USD upon conversion, as agreed; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 2 contracts

Samples: Escrow Services Agreement (Evolution Development Group, Inc.), Escrow Services Agreement (Kerluxe, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts amounts, via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in Opening Night Enterprises LLC”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amountssuch funds, and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the “Escrow ldquo;Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) Agreement and/or Offering materialsoffering documents, provide Escrow Agent with a copy of such revised documents the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 2 contracts

Samples: Escrow Services Agreement (Opening Night Enterprises, LLC), Escrow Services Agreement (Opening Night Enterprises, LLC)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s 's technology systems ("Issuer Dashboard"), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking system, shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s 's name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, are hereinafter referred to as the "Escrow Amount". No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a "Subscription Agreement") and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered "cleared" as follows: * Wires - 24 hours (one business day) following receipt of funds; *ACH - 10 days following receipt of funds; *Credit and Debit Cards - 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 2 contracts

Samples: Escrow Services Agreement (Parallel Flight Technologies, Inc.), Escrow Services Agreement (Parallel Flight Technologies, Inc.)

Deposits into the Escrow Account. All Subscribers Until the first to occur of (a) the Initial Closing Date (as defined in Section 4(a) below) or (b) the Outside Date, persons subscribing to purchase Shares will be directed instructed by the Issuer Company and its agents the Soliciting Dealers to transmit make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for CNL Properties Trust, Inc.” Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Section 4(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their data customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds of the subscribers’ Payments and issue a Payment made payable to the order of the Escrow Agent for the aggregate amount of the subscription amounts via proceeds, which proceeds shall be deposited the same as other Payments pursuant to this Section. All Payments made by check and received in good order shall be remitted to the Processing Agent at CNL Properties Trust, Inc., c/o UMB Bank, N.A./Boston Financial Processing Agent, X.X. Xxx 0000, Xxxxxx XX 00000-0000 and shall be promptly deposited in the Escrow Agent’s technology systems (“Issuer Dashboard”), Account. All Payments made by wire transfer shall be transmitted directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly pursuant to the Escrow Agent for deposit wire instructions provided herein. Until the occurrence of the Initial Closing Date (as defined below) the Company is not entitled to any funds received into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking system, shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription no amounts which have cleared the banking system, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation deposited in the Escrow Account any Subscriber to shall become the extent property of the Company or the Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary be subject to comply with applicable laws the debts or to eliminate practices that are not consistent with laws, rules, regulations offsets of the Company or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from SubscribersAgent.

Appears in 2 contracts

Samples: Escrow Agreement (CNL Properties Trust, Inc.), Form of Escrow Agreement (CNL Properties Trust, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in [●]”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; * Checks — 10 days following deposit of funds to the Escrow Account; *ACH — 10 days following receipt of funds; *Virtual currencies – upon receipt of coins/tokens or USD upon conversion, as agreed; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. transactionS. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 2 contracts

Samples: Escrow Services Agreement (StartEngine Collectibles Fund I LLC), Escrow Services Agreement (Denim LA, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts amounts, via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in SlideBelts, Inc.”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amountssuch funds, and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the "Escrow Amount”. ." No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) Agreement and/or Offering materialsoffering documents, provide Escrow Agent with a copy of such revised documents the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold — clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following after receipt of funds; *ACH funds * Checks — 10 days following receipt of funds; *Credit after deposit * ACH — As transaction must clear in a manner similar to checks, and Debit Cards – 24 hours (one business day) following receipt of as Federal regulations provide investors with 60 days to recall funds. For subscription amounts received through ACH transfersrisk reduction and protection, Federal regulations in making an effort to provide Subscribers with flexibility to Issuer, the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available at its discretion post funds as cleared starting 10 calendar days following receipt by Escrow Agent after receipt. Of course, regardless of the subscription amounts this operating policy, Issuer remains liable to immediately and 24 hours following receipt of without protestation or delay return to Prime Trust any funds recalled for credit and debit card transactionswhatever reason pursuant to Federal regulations. Notwithstanding the foregoing, all cleared subscription amounts funds remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 2 contracts

Samples: Escrow Services Agreement (SlideBelts Inc.), Escrow Services Agreement (SlideBelts Inc.)

Deposits into the Escrow Account. All Subscribers will be directed instructed by the Issuer and its agents the Escrow Agent to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), transfer funds by wire or ACH directly to into the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly pursuant to the following instructions: Fifth Third Bank C/O Issuer Direct Corp 000 Xxxxxxxxx Xxxx Xx, Xxxxx X Xxxxxxxxxxx XX 00000 ABA Number: ____TBD__ For Credit to: Issuer Direct Corp Escrow Agent for deposit into the Escrow Account. Account Account Number: _________________________ SWIFT CODE: XXXXXX0X Escrow Agent shall cause the Bank to process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the "Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the ." Escrow Account. Issuer Agent shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent Issuer with a copy of such revised documents the Subscriber’s signed Subscription Agreement and other information as may be reasonably requested by Escrow Agent which is necessary for the Issuer in connection with the performance of its duties under this Agreement. As required by government regulations pertaining to the US Treasury, Homeland Security, the Internal Revenue Service and the SEC, federal law requires financial institutions to obtain, reasonably verify and record information that identifies each person (natural person or legal entity, including its authorized persons) who funds and executes securities transactions. Information requested of the Issuer and Subscribers will be typical information requested in the gathering and verification guidelines and best practices promulgated by anti-money laundering (“AML”) rules and regulations and those regulatory agencies that enforce them. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether wire or ACH delivered to it or not hereunder. If any Subscription Agreement for the purchase of Securities is rejected by the Issuer in its sole discretion, then the Subscription Agreement and the Escrow Amount for such Subscriber shall cooperate with be returned to the rejected Subscriber by the Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt within ten days from the date of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with rejection by the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulationsIssuer. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with securities industry laws, rules, regulations or best practices. Prime Trust reserves Escrow Agent may at any time reject or return funds to any Subscriber (i) that do not clear background checks (anti-money laundering, USA PATRIOT Act, social security number issues, etc.) to the right to limitsatisfaction of Escrow Agent, suspendin its sole and absolute discretion, restrict or, (including increasing clearing periodsii) or terminate the use of ACHfor which Escrow Agent determines, credit card and/or debit card transactions at in its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the would be improper or unlawful for Escrow Agent for any feesto accept or hold the applicable Subscriber’s funds, costs as Escrow Agent, due to, among other possible issues, issues with the Subscriber or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputesthe source of the Subscriber’s funds. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection promptly inform Issuer of any funds from Subscriberssuch return or rejection.

Appears in 2 contracts

Samples: Escrow Services Agreement (Teraphysics Corp), Escrow Services Agreement (American Diversified Energy LLC)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts funds, via Escrow Agent’s technology systems (“Issuer Dashboard”)systems, directly to the Escrow Account Agent as the “qualified third party” that has agreed to be held hold the funds for the benefit of Subscribers in accordance with the terms of this Agreement investors and applicable regulationsIssuer. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in Planet Alpha Corp”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the "Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. ." Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent with a copy of such revised documents the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold — clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following after receipt of funds; *ACH funds * Checks — 10 days following receipt of funds; *Credit after deposit * ACH — As transaction must clear in a manner similar to checks, and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, as Federal regulations provide Subscribers investors with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following to recall funds, for risk reduction and protection the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available will agree to release, starting 10 calendar days following after receipt by Escrow Agent and so long as the offering is closed, the greater of the subscription amounts and 24 hours following receipt 94% of funds for credit or gross funds less ACH deposits still at risk of recall. Of course, regardless of this operating policy, Issuer remains liable to immediately and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject without protestation or delay return to internal compliance review in accordance with internal procedures and applicable rules and Prime Trust any funds recalled pursuant to Federal regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, Agent in its sole and absolute discretion, discretion deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 2 contracts

Samples: Escrow Services Agreement (Planet Alpha Corp.), Escrow Services Agreement (Planet Alpha Corp.)

Deposits into the Escrow Account. All Subscribers will be directed instructed by the Issuer and its agents the Escrow Agent to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), transfer funds by wire or ACH directly to into the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly pursuant to the following instructions: Key Bank c/o Colonial Stock Transfer 0000 Xxxxxxxx Xxxxx, Xxxx Xxxx Xxxx, XX 00000 ABA Number: TBD For Credit To: Colonial Stock Transfer Escrow Agent for deposit into the Escrow Account. Account Account Number: _____________ SWIFT CODE: XXXXXX00 Escrow Agent shall cause the Bank to process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the "Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the ." Escrow Account. Issuer Agent shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent Issuer with a copy of such revised documents the Subscriber’s signed subscription agreement and other information as may be reasonably requested by Escrow Agent which is necessary for Issuer in connection with the performance of its duties under this Agreement. As required by government regulations pertaining to the US Treasury, Homeland Security, the Internal Revenue Service (“IRS”) and the SEC, federal law requires financial institutions to obtain, reasonably verify and record information that identifies each person (natural person or legal entity, including its authorized persons) who funds and executes securities transactions. Information requested of the Issuer and Subscribers will be typical information requested in the gathering and verification guidelines and best practices promulgated by anti-money laundering (“AML”) rules and regulations and those regulatory agencies that enforce them. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether wire, check or ACH delivered to it or not hereunder. Issuer If any Subscription Agreement for the purchase of Securities is rejected by the Company in its sole discretion, then the Subscription Agreement and the Escrow Amount for such Subscriber shall cooperate with be returned to the rejected Subscriber by the Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt within ten days from the date of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with rejection by the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulationsCompany. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with securities industry laws, rules, regulations or best practices. Prime Trust reserves Escrow Agent may at any time reject or return funds to any Subscriber (i) that do not clear background checks (anti-money laundering, USA PATRIOT Act, social security number issues, etc.) to the right to limitsatisfaction of Escrow Agent, suspendin its sole and absolute discretion, restrict or, (including increasing clearing periodsii) or terminate the use of ACHfor which Escrow Agent determines, credit card and/or debit card transactions at in its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the would be improper or unlawful for Escrow Agent for any feesto accept or hold the applicable Subscriber’s funds, costs as Escrow Agent, due to, among other possible issues, issues with the Subscriber or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputesthe source of the Subscriber’s funds. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection promptly inform Issuer of any funds from Subscriberssuch return or rejection.

Appears in 2 contracts

Samples: Escrow Agreement (Social Investment Holdings, Inc.), Escrow Agreement (Co-Optrade)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in [●]”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; ** Checks — 10 days following deposit of funds to the Escrow Account; * ACH — 10 days following receipt of funds; ** Virtual currencies – upon receipt of coins/tokens or USD upon conversion, as agreed; * Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactionstransaction to recall, cancel or otherwise dispute the transaction. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 2 contracts

Samples: Escrow Services Agreement (Careerlink Holdings, Inc), Escrow Services Agreement (Rebrain.ai Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts funds, via Escrow Agent’s technology systems (“Issuer Dashboard”)systems, directly to the Escrow Account to be held Agent for the benefit of Subscribers in accordance with the terms of this Agreement investors and applicable regulationsIssuer. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in To The Stars Academy”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the "Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. ." Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent with a copy of such revised documents the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold — clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following after receipt of funds; *ACH funds * Checks — 10 days following receipt of funds; *Credit after deposit * ACH — As transaction must clear in a manner similar to checks, and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, as Federal regulations provide Subscribers investors with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following to recall funds, for risk reduction and protection the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available will agree to release, starting 10 calendar days following after receipt by Escrow Agent and so long as the Offering is closed, the greater of the subscription amounts and 24 hours following receipt 94% of funds for credit or gross funds less ACH deposits still at risk of recall. Of course, regardless of this operating policy, Issuer remains liable to immediately and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject without protestation or delay return to internal compliance review in accordance with internal procedures and applicable rules and Prime Trust any funds recalled pursuant to Federal regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, Agent in its sole and absolute discretion, discretion deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 2 contracts

Samples: Escrow Services Agreement (To the Stars Academy of Arts & Science Inc.), Escrow Services Agreement (To the Stars Academy of Arts & Science Inc.)

Deposits into the Escrow Account. All Subscribers will be directed instructed by the Issuer and or its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), transfer funds by wire or ACH directly to into the Escrow Account or deliver checks made payable to be held "Jumpstart Securities as Agent for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Hygen Industries, Inc. Escrow Agent Account" for deposit into the Escrow Account. The Escrow Agent shall transmit all such checks to the Bank for deposit no later than the following business day after receipt. Any check payable other than to the Escrow Account as required hereby shall be returned promptly to the prospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Issuer, and such check shall be deemed not to have been delivered to the Escrow Account pursuant to the terms of this Agreement. Escrow Agent shall cause the Bank to process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s 's name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the "Escrow Amount”. No interest shall be paid to ." Issuer or Subscribers on balances in the Escrow Account. Issuer its agents shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent with a copy of such revised documents the Subscriber's signed subscription agreement and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its duties under this Agreement. As required by government regulations pertaining to the US Treasury, Homeland Security, the Internal Revenue Service and the SEC, federal law requires financial institutions to obtain, reasonably verify and record information that identifies each person (natural person or legal entity, including its authorized persons) who funds and executes securities transactions. Information requested of the Issuer and Subscribers will be typical information requested in the gathering and verification guidelines and best practices promulgated by anti-money laundering ("AML") rules and regulations and those regulatory agencies that enforce them. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether wire, check, or ACH delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with securities industry laws, rules, regulations or best practices. Prime Trust reserves Escrow Agent may at any time reject or return funds to any Subscriber (i) that do not clear background checks (anti-money laundering, USA PATRIOT Act, social security number issues, etc.) to the right to limitsatisfaction of Escrow Agent, suspendin its sole and absolute discretion, restrict or, (including increasing clearing periodsii) or terminate the use of ACHfor which Escrow Agent determines, credit card and/or debit card transactions at in its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the would be improper or unlawful for Escrow Agent for any feesto accept or hold the applicable Subscriber's funds, costs as Escrow Agent, due to, among other possible issues, issues with the Subscriber or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputesthe source of the Subscriber's funds. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection promptly inform Issuer of any funds from Subscriberssuch return or rejection.

Appears in 2 contracts

Samples: Escrow Services Agreement (Hygen Industries, Inc.), Escrow Services Agreement (Hygen Industries, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed instructed by the Issuer and Broker its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”)transfer funds by wire, check, credit card or ACH directly to into the Escrow Account Account, to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent for deposit into the Escrow Account. Escrow Agent shall cause the Bank to process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the “Escrow Amount”. .” No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer or its agents shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent with a copy of such revised documents the Subscriber’s signed subscription agreement and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its duties under this Agreement. As required by government regulations pertaining to the US Treasury, Homeland Security, the Internal Revenue Service and the SEC, federal law requires financial institutions to obtain, reasonably verify and record information that identifies each person (natural person or legal entity, including its authorized persons) who funds and executes securities transactions. Information requested of the Issuer and Subscribers will be typical information requested in the gathering and verification guidelines and best practices promulgated by anti-money laundering (“AML”) rules and regulations and those regulatory agencies that enforce them. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with securities industry laws, rules, regulations or best practices. Prime Trust The Escrow Agent reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 2 contracts

Samples: Escrow Agreement (Radar USA Inc.), Escrow Agreement (Puraverde Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents JumpStart to transmit their data and subscription amounts funds, via Escrow Agent’s technology systems (“Issuer Dashboard”)systems, directly to the Escrow Account Agent that has agreed to be held hold the funds for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulationsIssuer. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Subscribers in Duke Robotics, Inc.”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to .” Issuer or Subscribers on balances in the Escrow Account. Issuer and JumpStart shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent with a copy of such revised documents the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML Anti-Money Laundering and funds processing ACH exceptions. Funds Hold; ClearingHold — clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties Parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following after receipt of funds; *ACH funds Checks — 10 days following receipt of funds; *Credit after deposit ACH — As transactions must clear in a manner similar to checks, and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, as Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following to recall funds, for risk reduction and protection the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available will agree to release, starting 10 calendar days following after receipt by Escrow Agent and so long as the offering is closed, the greater of the subscription amounts and 24 hours following receipt 94% of funds for credit or gross funds less ACH deposits still at risk of recall. Of course, regardless of this operating policy, Issuer remains liable to immediately and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject without protestation or delay return to internal compliance review in accordance with internal procedures and applicable rules and Prime Trust any funds recalled by Subscribers pursuant to Federal regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, Agent in its sole and absolute discretion, discretion deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 2 contracts

Samples: Escrow Services Agreement (Duke Robotics, Inc.), Escrow Services Agreement (Duke Robotics, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in _S_ol_ut_io_ns_V_e_n_di_ng_I_nt_e_rn_at_io_na_l,_In_c ”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; * Checks — 10 days following deposit of funds to the Escrow Account; *ACH — 10 days following receipt of funds; *Virtual currencies – upon receipt of coins/tokens or USD upon conversion, as agreed; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.Doc ID: c55c0cf135836134c5f295f6e4051cde2d7b323d

Appears in 2 contracts

Samples: Escrow Services Agreement (Solutions Vending International, Inc.), Escrow Services Agreement (Solutions Vending International, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts funds, via Escrow Agent’s technology systems (“Issuer Dashboard”)systems, directly to the Escrow Account Agent as the “qualified third party” that has agreed to be held hold the funds for the benefit of Subscribers in accordance with the terms of this Agreement investors and applicable regulationsIssuer. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in PSI International Inc.”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. .” Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent with a copy of such revised documents the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold — clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following after receipt of funds; *ACH funds Checks — 10 days following receipt of funds; *Credit after deposit ACH — As transaction must clear in a manner similar to checks, and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, as Federal regulations provide Subscribers investors with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following to recall funds, for risk reduction and protection the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available will agree to release, starting 10 calendar days following after receipt by Escrow Agent and so long as the offering is closed, the greater of the subscription amounts and 24 hours following receipt 94% of funds for credit or gross funds less ACH deposits still at risk of recall. Of course, regardless of this operating policy, Issuer remains liable to immediately and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject without protestation or delay return to internal compliance review in accordance with internal procedures and applicable rules and Prime Trust any funds recalled pursuant to Federal regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, Agent in its sole and absolute discretion, discretion deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (PSI International, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts amounts, via Escrow Agent’s Agentrsquo;s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in Emerald Health Pharmaceuticals - Regulation A+ Common Stock Offering”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amountssuch funds, and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the “Escrow ldquo;Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) Agreement and/or Offering materialsoffering documents, provide Escrow Agent with a copy of such revised documents the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Emerald Health Pharmaceuticals Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in BrewDog USA Equity For Punks #3”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; * Checks — 10 days following deposit of funds to the Escrow Account; *ACH — 10 days following receipt of funds; *Virtual currencies – upon receipt of coins/tokens or USD upon conversion, as agreed; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Brewdog Usa Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in Caary Reg A+” offering) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; ** Checks — 10 days following deposit of funds to the Escrow Account; * ACH — 10 days following receipt of funds; ** Virtual currencies – upon receipt of coins/tokens or USD upon conversion, as agreed; * Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Caary Capital Ltd.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in Lode Payments International Reg A+”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; * Checks — 10 days following deposit of funds to the Escrow Account; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (LODE Payments International LLC)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in Crush Capital Inc.”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; * Checks — 10 days following deposit of funds to the Escrow Account; *ACH — 10 days following receipt of funds; *Virtual currencies – upon receipt of coins/tokens or USD upon conversion, as agreed; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Crush Capital Inc.)

Deposits into the Escrow Account. All Subscribers will be directed instructed by the Issuer and or its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), transfer funds by wire or ACH directly to into the Escrow Account or deliver checks made payable to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow "FundAmerica Securities as Agent for Med-X, Inc. Escrow Account" for prompt deposit into the Escrow Account. Any check payable other than to the Escrow Account as required hereby shall be returned promptly to the prospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Issuer, and such check shall be deemed not to have been delivered to the Escrow Account pursuant to the terms of this Agreement. Escrow Agent shall cause the Bank to process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s 's name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the "Escrow Amount”. No interest shall be paid to ." Issuer or Subscribers on balances in the Escrow Account. Issuer its agents shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent with a copy of such revised documents the Subscriber's signed subscription agreement and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its duties under this Agreement. As required by government regulations pertaining to the US Treasury, Homeland Security, the Internal Revenue Service and the SEC, federal law requires financial institutions to obtain, reasonably verify and record information that identifies each person (natural person or legal entity, including its authorized persons) who funds and executes securities transactions. Information requested of the Issuer and Subscribers will be typical information requested in the gathering and verification guidelines and best practices promulgated by anti-money laundering ("AML") rules and regulations and those regulatory agencies that enforce them. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether wire, check, or ACH delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with securities industry laws, rules, regulations or best practices. Prime Trust reserves Escrow Agent may at any time reject or return funds to any Subscriber (i) that do not clear background checks (anti-money laundering, USA PATRIOT Act, social security number issues, etc.) to the right to limitsatisfaction of Escrow Agent, suspendin its sole and absolute discretion, restrict or, (including increasing clearing periodsii) or terminate the use of ACHfor which Escrow Agent determines, credit card and/or debit card transactions at in its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the would be improper or unlawful for Escrow Agent for any feesto accept or hold the applicable Subscriber's funds, costs as Escrow Agent, due to, among other possible issues, issues with the Subscriber or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputesthe source of the Subscriber's funds. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection promptly inform Issuer of any funds from Subscriberssuch return or rejection.

Appears in 1 contract

Samples: Escrow Services Agreement (Med-X, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in __________________ ”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; ** Checks — 10 days following deposit of funds to the Escrow Account; * ACH — 10 days following receipt of funds; ** Virtual currencies – upon receipt of coins/tokens or USD upon conversion, as agreed; * Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactionstransaction to recall, cancel or otherwise dispute the transaction. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Startengine Crowdfunding, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in Stagewood Consortium, Inc.”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; ** Checks — 10 days following deposit of funds to the Escrow Account; * ACH — 10 days following receipt of funds; ** Virtual currencies – upon receipt of coins/tokens or USD upon conversion, as agreed; * Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Stagewood Consortium, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in Crush Capital Reg A”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; * Checks — 10 days following deposit of funds to the Escrow Account; *ACH — 10 days following receipt of funds; *Virtual currencies – upon receipt of coins/tokens or USD upon conversion, as agreed; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Crush Capital Inc.)

Deposits into the Escrow Account. All Subscribers will be directed instructed by the Issuer and or its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds by wire or ACH directly to the Escrow Agent for deposit into the Escrow Account. Escrow Agent shall cause the Bank to process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the "Escrow Amount”. No interest shall be paid to ." Issuer or Subscribers on balances in the Escrow Account. Issuer its agents shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent with a copy of such revised documents the Subscriber’s signed subscription agreement and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its duties under this Agreement. As required by government regulations pertaining to the US Treasury, Homeland Security, the Internal Revenue Service and the SEC, federal law requires financial institutions to obtain, reasonably verify and record information that identifies each person (natural person or legal entity, including its authorized persons) who funds and executes Securities transactions. Information requested of the Issuer and Subscribers will be typical information requested in the gathering and verification guidelines and best practices promulgated by anti-money laundering (“AML”) rules and regulations and those regulatory agencies that enforce them. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether wire or ACH delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with securities industry laws, rules, regulations or best practices. Prime Trust reserves Escrow Agent may at any time reject or return funds to any Subscriber (i) that do not clear background checks (anti-money laundering, USA PATRIOT Act, social security number issues, etc.) to the right to limitsatisfaction of Escrow Agent, suspendin its sole and absolute discretion, restrict or, (including increasing clearing periodsii) or terminate the use of ACHfor which Escrow Agent determines, credit card and/or debit card transactions at in its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the would be improper or unlawful for Escrow Agent for any feesto accept or hold the applicable Subscriber’s funds, costs as Escrow Agent, due to, among other possible issues, issues with the Subscriber or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputesthe source of the Subscriber’s funds. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection promptly inform Issuer of any funds from Subscriberssuch return or rejection.

Appears in 1 contract

Samples: Escrow Services Agreement (Elio Motors, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts amounts, via Escrow Agent’s Agentrsquo;s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in ERC 1 Reg A+”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amountssuch funds, and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the “Escrow ldquo;Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) Agreement and/or Offering materialsoffering documents, provide Escrow Agent with a copy of such revised documents the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold — clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.:

Appears in 1 contract

Samples: Escrow Services Agreement (ERC Homebuilders 1, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts funds, via Escrow Agent’s technology systems (“Issuer Dashboard”)systems, directly to the Escrow Account Agent as the “qualified third party” that has agreed to be held hold the funds for the benefit of Subscribers in accordance with the terms of this Agreement investors and applicable regulationsIssuer. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Provident Trust Group, LLC as Escrow Agent for Investors in Rayton Solar, Inc.”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the "Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. ." Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent with a copy of such revised documents the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold — clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following after receipt of funds; *ACH funds Checks — 10 days following receipt of funds; *Credit after deposit ACH — As transaction must clear in a manner similar to checks, and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, as Federal regulations provide Subscribers investors with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following to recall funds, for risk reduction and protection the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available will agree to release, starting 10 calendar days following after receipt by Escrow Agent and so long as the offering is closed, the greater of the subscription amounts and 24 hours following receipt 94% of funds for credit or gross funds less ACH deposits still at risk of recall. Of course, regardless of this operating policy, Issuer remains liable to immediately and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject without protestation or delay return to internal compliance review in accordance with internal procedures and applicable rules and us any funds recalled pursuant to Federal regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves Escrow Agent may at any time reject or return funds to any Subscriber (i) that do not clear background checks (anti-money laundering, USA PATRIOT Act, social security number issues, etc.) to the right to limitsatisfaction of Escrow Agent, suspendin its sole and absolute discretion, restrict or, (including increasing clearing periodsii) or terminate the use of ACHfor which Escrow Agent determines, credit card and/or debit card transactions at in its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the would be improper or unlawful for Escrow Agent for any feesto accept or hold the applicable Subscriber’s funds, costs as Escrow Agent, due to, among other possible issues, issues with the Subscriber or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputesthe source of the Subscriber’s funds. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection inform Issuer of any funds from Subscriberssuch return or rejection via notifications on the Issuer online control panel or via Webhooks in the API.

Appears in 1 contract

Samples: Escrow Services Agreement (Rayton Solar Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts amounts, via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in [·]”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amountssuch funds, and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the “Escrow Amount”. .” No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) Agreement and/or Offering materialsoffering documents, provide Escrow Agent with a copy of such revised documents the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold — clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following after receipt of funds; *ACH funds * Checks — 10 days following receipt of funds; *Credit after deposit * ACH — As transaction must clear in a manner similar to checks, and Debit Cards – 24 hours (one business day) following receipt of as Federal regulations provide investors with 60 days to recall funds. For subscription amounts received through ACH transfersrisk reduction and protection, Federal regulations in making an effort to provide Subscribers with flexibility to Issuer, the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available at its discretion post funds as cleared starting 10 calendar days following receipt by Escrow Agent after receipt. Of course, regardless of the subscription amounts this operating policy, Issuer remains liable to immediately and 24 hours following receipt of without protestation or delay return to Prime Trust any funds recalled for credit and debit card transactionswhatever reason pursuant to Federal regulations. Notwithstanding the foregoing, all cleared subscription amounts funds remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Rentalist, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in Olive Tree People Inc.”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; * Checks — 10 days following deposit of funds to the Escrow Account; *ACH — 10 days following receipt of funds; *Virtual currencies – upon receipt of coins/tokens or USD upon conversion, as agreed; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Olive Tree People Inc)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts amounts, via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in Lucent, Inc”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amountssuch funds, and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the "Escrow Amount”. ." No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) Agreement and/or Offering materialsoffering documents, provide Escrow Agent with a copy of such revised documents the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold - clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires - 24 hours (one business day) following after receipt of funds; *ACH — funds * Checks - 10 days following receipt of funds; *Credit after deposit * ACH - As transaction must clear in a manner similar to checks, and Debit Cards – 24 hours (one business day) following receipt of as Federal regulations provide investors with 60 days to recall funds. For subscription amounts received through ACH transfersrisk reduction and protection, Federal regulations in making an effort to provide Subscribers with flexibility to Issuer, the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available at its discretion post funds as cleared starting 10 calendar days following receipt by Escrow Agent after receipt. Of course, regardless of the subscription amounts this operating policy, Issuer remains liable to immediately and 24 hours following receipt of without protestation or delay return to Prime Trust any funds recalled for credit and debit card transactionswhatever reason pursuant to Federal regulations. Notwithstanding the foregoing, all cleared subscription amounts funds remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Lucent, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the “Escrow Amount.” As required by government regulations pertaining to the US Treasury, Homeland Security, the Internal Revenue Service and the SEC, federal law requires financial institutions to obtain, reasonably verify and record information that identifies each person (natural person or legal entity, including its authorized persons) who funds and executes securities transactions. No interest Direct Transfer shall be paid responsible for conducting background checks (anti-money laundering, USA PATRIOT Act, social security number issues, etc.) on Subscribers and providing such results to the Escrow Agent in connection with the Escrow Agent processing the funds from such Subscribers. Information requested by Direct Transfer of the Issuer or and Subscribers on balances will be typical information requested in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement gathering and verification guidelines and best practices promulgated by anti-money laundering (each a Subscription AgreementAML”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents rules and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreementregulations and those regulatory agencies that enforce them. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether wire or ACH delivered to it or not hereunder. If any Subscription Agreement for the purchase of Securities is rejected by the Issuer in its sole discretion, then the Subscription Agreement and the Escrow Amount for such Subscriber shall cooperate with be returned to the rejected Subscriber by the Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours within fifteen (one 15) business day) following receipt days from the date of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with rejection by the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulationsIssuer. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with securities industry laws, rules, regulations or best practices. Prime Trust reserves Escrow Agent may at any time reject or return funds to any Subscriber (i) that do not clear background checks (anti-money laundering, USA PATRIOT Act, social security number issues, etc.) conducted by Direct Transfer to the right to limitsatisfaction of Direct Transfer, suspendin its sole and absolute discretion, restrict or, (including increasing clearing periodsii) or terminate the use of ACHfor which Escrow Agent determines, credit card and/or debit card transactions at in its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the would be improper or unlawful for Escrow Agent for any feesto accept or hold the applicable Subscriber’s funds, costs as Escrow Agent, due to, among other possible issues, issues with the Subscriber or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputesthe source of the Subscriber’s funds. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection promptly inform Issuer of any funds from Subscriberssuch return or rejection. ALL FUNDS SO DEPOSITED SHALL REMAIN THE PROPERTY OF THE SUBSCRIBERS ACCORDING TO THEIR RESPECTIVE INTERESTS IN THEIR CASH INVESTMENT AND SHALL NOT BE SUBJECT TO ANY LIEN OR CHARGE BY ESCROW AGENT OR BY JUDGMENT OR CREDITORS’ CLAIMS AGAINST ISSUER UNTIL RELEASED OR ELIGIBLE TO BE RELEASED TO ISSUER IN ACCORDANCE WITH SECTION 8(a) HEREOF.

Appears in 1 contract

Samples: Subscription Escrow Agreement (Muscle Maker, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts amounts, via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in <<Issuer Name>>”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amountssuch funds, and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) Agreement and/or Offering materialsoffering documents, provide Escrow Agent with a copy of such revised documents the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold – clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following after receipt of funds Checks – 10 days after deposit ACH – As transaction must clear in a manner similar to checks, and as Federal regulations provide investors with 60 days to recall funds. For subscription amounts received through ACH transfersrisk reduction and protection, Federal regulations in making an effort to provide Subscribers with flexibility to Issuer, the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available at its discretion post funds as cleared starting 10 calendar days following receipt by Escrow Agent after receipt. Of course, regardless of the subscription amounts this operating policy, Issuer remains liable to immediately and 24 hours following receipt of without protestation or delay return to Prime Trust any funds recalled for credit and debit card transactionswhatever reason pursuant to Federal regulations. Notwithstanding Not withstanding the foregoing, all cleared subscription amounts funds remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Kula Ventures 2 LTD)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents Portal to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”not manually), and send funds directly to Escrow Agent as the Escrow Account “qualified third party” that has agreed to be held hold the funds for the benefit of Subscribers in accordance with the terms of this Agreement investors and applicable regulationsIssuer. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust as Escrow Agent for GarageSkins”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the "Escrow Amount”. No interest shall be paid to ." Issuer or Subscribers on balances in the Escrow Account. Issuer and Portal shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent with a copy of such revised documents the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any Funds Hold — clearing, settlement and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following after receipt of funds; *ACH funds Checks — 10 days following receipt of funds; *Credit after deposit ACH — As transaction must clear in a manner similar to checks, and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, as Federal regulations provide Subscribers investors with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarlyto recall funds, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer risk reduction and Broker, subject to the terms of this Agreement, protection Escrow Agent shall make subscription amounts received through ACH fund transfers available will agree to release, starting 10 calendar days following after receipt by Escrow Agent and so long as the offering is closed, the greater of the subscription amounts and 24 hours following receipt 94% of funds for credit or gross funds less ACH deposits still at risk of recall. Of course, regardless of this operating policy, Issuer remains liable to immediately and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject without protestation or delay return to internal compliance review in accordance with internal procedures and applicable rules and Prime Trust any funds recalled pursuant to Federal regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection inform Portal and Issuer of any funds from Subscriberssuch return or rejection via notifications via email, on the online dashboards and via Webhooks in the API.

Appears in 1 contract

Samples: Escrow Services Agreement (Red Mountain Ventures Limited Partnership)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking system, shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each SubscriberSubscriber ’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Future Pearl Labs, Inc)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts funds, via Escrow Agent’s technology systems (“Issuer Dashboard”)systems, directly to the Escrow Account Agent as the “qualified third party” that has agreed to be held hold the funds for the benefit of Subscribers in accordance with the terms of this Agreement investors and applicable regulationsIssuer. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in Sondors, Inc Reg A”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. .” Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent with a copy of such revised documents the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold — clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following after receipt of funds; *ACH funds Checks — 10 days following receipt of funds; *Credit after deposit ACH — As transaction must clear in a manner similar to checks, and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, as Federal regulations provide Subscribers investors with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following to recall funds, for risk reduction and protection the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available will agree to release, starting 10 calendar days following after receipt by Escrow Agent and so long as the offering is closed, the greater of the subscription amounts and 24 hours following receipt 94% of funds for credit or gross funds less ACH deposits still at risk of recall. Of course, regardless of this operating policy, Issuer remains liable to immediately and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject without protestation or delay return to internal compliance review in accordance with internal procedures and applicable rules and Prime Trust any funds recalled pursuant to Federal regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, Agent in its sole and absolute discretion, discretion deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Sondors, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in Knightscope ”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * *Wires — 24 hours (one business day) following receipt of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Knightscope, Inc.)

Deposits into the Escrow Account. All Subscribers or their agents will be directed instructed by the Issuer and or its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent for deposit by wire directly, or indirectly through a clearing agent identified by WRH+Co, into the Escrow Account. Escrow Agent shall cause the Bank to process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the "Escrow Amount”. No interest shall be paid to ." Issuer or Subscribers on balances in the Escrow Account. Issuer its agents shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent with a copy of such revised documents the Subscriber’s signed subscription agreement and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its duties under this Agreement. As required by government regulations pertaining to the US Treasury, Homeland Security, the Internal Revenue Service and the SEC, federal law requires financial institutions to obtain, reasonably verify and record information that identifies each person (natural person or legal entity, including its authorized persons) who funds and executes securities transactions. Information requested of the Issuer and Subscribers will be typical information requested in the gathering and verification guidelines and best practices promulgated by anti-money laundering (“AML”) rules and regulations and those regulatory agencies that enforce them. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether wire delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with securities industry laws, rules, regulations or best practices. Prime Trust reserves Escrow Agent may at any time reject or return funds to any Subscriber (i) that do not clear background checks (anti-money laundering, USA PATRIOT Act, social security number issues, etc.) to the right to limitsatisfaction of Escrow Agent, suspendin its sole and absolute discretion, restrict or, (including increasing clearing periodsii) or terminate the use of ACHfor which Escrow Agent determines, credit card and/or debit card transactions at in its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the would be improper or unlawful for Escrow Agent for any feesto accept or hold the applicable Subscriber’s funds, costs as Escrow Agent, due to, among other possible issues, issues with the Subscriber or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputesthe source of the Subscriber’s funds. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection promptly inform Issuer of any funds from Subscriberssuch return or rejection.

Appears in 1 contract

Samples: Escrow Services Agreement (ShiftPixy, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts amounts, via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in Capital Cities Fund, LLC”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amountssuch funds, and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) Agreement and/or Offering materialsoffering documents, provide Escrow Agent with a copy of such revised documents the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold — clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following after receipt of funds; *ACH funds Checks — 10 days following receipt of funds; *Credit after deposit ACH — As transaction must clear in a manner similar to checks, and Debit Cards – 24 hours (one business day) following receipt of as Federal regulations provide investors with 60 days to recall funds. For subscription amounts received through ACH transfersrisk reduction and protection, Federal regulations in making an effort to provide Subscribers with flexibility to Issuer, the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available at its discretion post funds as cleared starting 10 calendar days following receipt by Escrow Agent after receipt. Of course, regardless of the subscription amounts this operating policy, Issuer remains liable to immediately and 24 hours following receipt of without protestation or delay return to Prime Trust any funds recalled for credit and debit card transactionswhatever reason pursuant to Federal regulations. Notwithstanding Not withstanding the foregoing, all cleared subscription amounts funds remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Capital Cities Fund, LLC)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in Triangle Canna Corp. Regulation A”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Triangle Canna Corp.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts amounts, via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in ___________”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amountssuch funds, and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) Agreement and/or Offering materialsoffering documents, provide Escrow Agent with a copy of such revised documents the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold — clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following after receipt of funds; *ACH funds Checks — 10 days following receipt of funds; *Credit after deposit ACH — As transaction must clear in a manner similar to checks, and Debit Cards – 24 hours (one business day) following receipt of as Federal regulations provide investors with 60 days to recall funds. For subscription amounts received through ACH transfersrisk reduction and protection, Federal regulations in making an effort to provide Subscribers with flexibility to Issuer, the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available at its discretion post funds as cleared starting 10 calendar days following receipt by Escrow Agent after receipt. Of course, regardless of the subscription amounts this operating policy, Issuer remains liable to immediately and 24 hours following receipt of without protestation or delay return to Prime Trust any funds recalled for credit and debit card transactionswhatever reason pursuant to Federal regulations. Notwithstanding Not withstanding the foregoing, all cleared subscription amounts funds remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (M&m Media, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts amounts, via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in Jetblack Corp”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amountssuch funds, and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the "Escrow Amount”. ." No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) Agreement and/or Offering materialsoffering documents, provide Escrow Agent with a copy of such revised documents the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold - clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires - 24 hours (one business day) following after receipt of funds; *ACH — funds * Checks - 10 days following receipt of funds; *Credit after deposit * ACH - As transaction must clear in a manner similar to checks, and Debit Cards – 24 hours (one business day) following receipt of as Federal regulations provide investors with 60 days to recall funds. For subscription amounts received through ACH transfersrisk reduction and protection, Federal regulations in making an effort to provide Subscribers with flexibility to Issuer, the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available at its discretion post funds as cleared starting 10 calendar days following receipt by Escrow Agent after receipt. Of course, regardless of the subscription amounts this operating policy, Issuer remains liable to immediately and 24 hours following receipt of without protestation or delay return to Prime Trust any funds recalled for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject whatever reason pursuant to internal compliance review in accordance with internal procedures and applicable rules and Federal regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Jetblack Corp)

Deposits into the Escrow Account. All Subscribers will be directed instructed by the Issuer and its agents the Escrow Agent to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), transfer funds by wire or ACH directly to into the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly pursuant to the following instructions: Fifth Third Bank c/o Issuer Direct Corp 000 Xxxxxxxxx Xxxx Xx., Xxxxx X Xxxxxxxxxxx, XX 00000 ABA Number: TBD For Credit To: Issuer Direct Corp Escrow Agent for deposit into the Escrow Account. Account Account Number: _____________ SWIFT CODE: ######## Escrow Agent shall cause the Bank to process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the "Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the ." Escrow Account. Issuer Agent shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent Issuer with a copy of such revised documents the Subscriber’s signed subscription agreement and other information as may be reasonably requested by Escrow Agent which is necessary for Issuer in connection with the performance of its duties under this Agreement. As required by government regulations pertaining to the US Treasury, Homeland Security, the Internal Revenue Service and the SEC, federal law requires financial institutions to obtain, reasonably verify and record information that identifies each person (natural person or legal entity, including its authorized persons) who funds and executes securities transactions. Information requested of the Issuer and Subscribers will be typical information requested in the gathering and verification guidelines and best practices promulgated by anti-money laundering (“AML”) rules and regulations and those regulatory agencies that enforce them. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether wire or ACH delivered to it or not hereunder. Issuer hereunder If any Subscription Agreement for the purchase of Securities is rejected by the Company in its sole discretion, then the Subscription Agreement and the Escrow Amount for such Subscriber shall cooperate with be returned to the rejected Subscriber by the Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt within ten days from the date of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with rejection by the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Company Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with securities industry laws, rules, regulations or best practices. Prime Trust reserves Escrow Agent may at any time reject or return funds to any Subscriber (i) that do not clear background checks (anti-money laundering, USA PATRIOT Act, social security number issues, etc.) to the right to limitsatisfaction of Escrow Agent, suspendin its sole and absolute discretion, restrict or, (including increasing clearing periodsii) or terminate the use of ACHfor which Escrow Agent determines, credit card and/or debit card transactions at in its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the would be improper or unlawful for Escrow Agent for any feesto accept or hold the applicable Subscriber’s funds, costs as Escrow Agent, due to, among other possible issues, issues with the Subscriber or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputesthe source of the Subscriber’s funds. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection promptly inform Issuer of any funds from Subscriberssuch return or rejection.

Appears in 1 contract

Samples: Escrow Services Agreement (VidAngel, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in Amazon Gold, LLC”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; * Checks — 10 days following deposit of funds to the Escrow Account; *ACH — 10 days following receipt of funds; *Virtual currencies – upon receipt of coins/tokens or USD upon conversion, as agreed; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactionstransaction to recall, cancel or otherwise dispute the transaction. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Amazon Gold, LLC)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts amounts, via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in Winc Reg A”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amountssuch funds, and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) Agreement and/or Offering materialsoffering documents, provide Escrow Agent with a copy of such revised documents the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold — clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following after receipt of funds; *ACH funds Checks — 10 days following receipt of funds; *Credit after deposit ACH — As transaction must clear in a manner similar to checks, and Debit Cards – 24 hours (one business day) following receipt of as Federal regulations provide investors with 60 days to recall funds. For subscription amounts received through ACH transfersrisk reduction and protection, Federal regulations in making an effort to provide Subscribers with flexibility to Issuer, the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available at its discretion post funds as cleared starting 10 calendar days following receipt by Escrow Agent after receipt. Of course, regardless of the subscription amounts this operating policy, Issuer remains liable to immediately and 24 hours following receipt of without protestation or delay return to Prime Trust any funds recalled for credit and debit card transactionswhatever reason pursuant to Federal regulations. Notwithstanding Not withstanding the foregoing, all cleared subscription amounts funds remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Winc, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in Jet Token Inc”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; * Checks — 10 days following deposit of funds to the Escrow Account; *ACH — 10 days following receipt of funds; *Virtual currencies — upon receipt of coins/tokens or USD upon conversion, as agreed; *Credit and Debit Cards 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Jet Token Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in StorEn Technologies Inc.”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * *Wires — 24 hours (one business day) following receipt of funds; *Checks — 10 days following deposit of funds to the Escrow Account; *ACH — 10 days following receipt of funds; *Virtual currencies – upon receipt of coins/tokens or USD upon conversion, as agreed; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (StorEn Technologies Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in Boxabl Reg A”(name of offering)) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * *Wires — 24 hours (one business day) following receipt of funds; *Checks — 10 days following deposit of funds to the Escrow Account; *ACH — 10 days following receipt of funds; *Virtual currencies – upon receipt of coins/tokens or USD upon conversion, as agreed; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and BrokerBrokers, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Boxabl Inc.)

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Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s 's technology systems ("Issuer Dashboard"), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to "Prime Trust, LLC as Escrow Agent for Investors in XCRAFT ENTERPRIES, INC. ") for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s 's name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the "Escrow Amount". No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a "Subscription Agreement") and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered "cleared" as follows: * Wires - 24 hours (one business day) following receipt of funds; ** Checks - 10 days following deposit of funds to the Escrow Account; * ACH - 10 days following receipt of funds; ** Virtual currencies - upon receipt of coins/tokens or USD upon conversion, as agreed; * Credit and Debit Cards - 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared Doc ID: bddd15a5ef934311157f2d3215950e5963c11998 subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Xcraft Enterprises, LLC)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in Hxxxxxx Reg A+ Offering”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking system, system shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, system are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Hammitt, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed instructed by the Issuer and its agents the Escrow Agent to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), transfer funds by wire or ACH directly to into the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly pursuant to the Escrow Agent for deposit into the Escrow following instructions: Regions Bank C/O Issuer Direct Corp 000 Xxxxxxxxx Xxxx Xx, Xxxxx X Xxxxxxxxxxx XX 00000 ABA Number: ____000000000__ For Credit to: DIRECT TRANSFER (Main Account. ) Account Number: ___0183141022___ SWIFT CODE: XXXXXX00XXX Escrow Agent shall cause the Bank to process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the "Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the ." Escrow Account. Issuer Agent shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent Issuer with a copy of such revised documents the Subscriber’s signed Subscription Agreement and other information as may be reasonably requested by Escrow Agent which is necessary for the Issuer in connection with the performance of its duties under this Agreement. As required by government regulations pertaining to the US Treasury, Homeland Security, the Internal Revenue Service and the SEC, federal law requires financial institutions to obtain, reasonably verify and record information that identifies each person (natural person or legal entity, including its authorized persons) who funds and executes securities transactions. Information requested of the Issuer and Subscribers will be typical information requested in the gathering and verification guidelines and best practices promulgated by anti-money laundering (“AML”) rules and regulations and those regulatory agencies that enforce them. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether wire or ACH delivered to it or not hereunder. If any Subscription Agreement for the purchase of Securities is rejected by the Issuer in its sole discretion, then the Subscription Agreement and the Escrow Amount for such Subscriber shall cooperate with be returned to the rejected Subscriber by the Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt within ten days from the date of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with rejection by the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulationsIssuer. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with securities industry laws, rules, regulations or best practices. Prime Trust reserves Escrow Agent may at any time reject or return funds to any Subscriber (i) that do not clear background checks (anti-money laundering, USA PATRIOT Act, social security number issues, etc.) to the right to limitsatisfaction of Escrow Agent, suspendin its sole and absolute discretion, restrict or, (including increasing clearing periodsii) or terminate the use of ACHfor which Escrow Agent determines, credit card and/or debit card transactions at in its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the would be improper or unlawful for Escrow Agent for any feesto accept or hold the applicable Subscriber’s funds, costs as Escrow Agent, due to, among other possible issues, issues with the Subscriber or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputesthe source of the Subscriber’s funds. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection promptly inform Issuer of any funds from Subscriberssuch return or rejection.

Appears in 1 contract

Samples: Escrow Services Agreement (American Diversified Energy LLC)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts funds, via Escrow Agent’s technology systems (“Issuer Dashboard”)systems, directly to the Escrow Account Agent as the “qualified third party” that has agreed to be held hold the funds for the benefit of Subscribers in accordance with the terms of this Agreement investors and applicable regulationsIssuer. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in ShantiNiketan International Corporation”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. .” Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent with a copy of such revised documents the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold — clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following after receipt of funds; *ACH funds * Checks — 10 days following receipt of funds; *Credit after deposit * ACH — As transaction must clear in a manner similar to checks, and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, as Federal regulations provide Subscribers investors with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following to recall funds, for risk reduction and protection the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available will agree to release, starting 10 calendar days following after receipt by Escrow Agent and so long as the Offering is closed, the greater of the subscription amounts and 24 hours following receipt 94% of funds for credit or gross funds less ACH deposits still at risk of recall. Of course, regardless of this operating policy, Issuer remains liable to immediately and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject without protestation or delay return to internal compliance review in accordance with internal procedures and applicable rules and Prime Trust any funds recalled pursuant to Federal regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, Agent in its sole and absolute discretion, discretion deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.FORM AGREEMENT SUBJECT TO REVIEW

Appears in 1 contract

Samples: Escrow Services Agreement (ShantiNiketan International Corp)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts amounts, via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in StartEngine STO”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amountssuch funds, and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the “Escrow ldquo;Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) Agreement and/or Offering materialsoffering documents, provide Escrow Agent with a copy of such revised documents the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Gab AI Inc)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in StartEngine Real Estate REIT I, LLC ”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; ** Checks — 10 days following deposit of funds to the Escrow Account; * ACH — 10 days following receipt of funds; ** Virtual currencies – upon receipt of coins/tokens or USD upon conversion, as agreed; * Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactionstransaction to recall, cancel or otherwise dispute the transaction. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (StartEngine Real Estate REIT 1 LLC)

Deposits into the Escrow Account. All During the Escrow Period, all Subscribers will be directed instructed by the Issuer and its Broker as well as their respective agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly by ACH, wire or check to the Escrow Agent for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the "Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances ." All amounts in the Escrow AccountAccount shall be held un-invested. Upon request, Issuer or its agents shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents the Subscriber’s signed subscription agreement and other information regarding the identity of the Subscriber(s) as may be reasonably requested by Escrow Agent which is necessary for in the performance of its duties under this Agreement. As required by government regulations pertaining to the US Treasury, Homeland Security, the Internal Revenue Service and the SEC, federal law requires financial institutions to obtain, reasonably verify and record information that identifies each person (natural person or legal entity, including its authorized persons) who funds and executes securities transactions. Information requested of the Issuer and Subscribers will be typical information requested in the gathering and verification guidelines and best practices promulgated by anti-money laundering (“AML”) rules and regulations and those regulatory agencies that enforce them. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether wire, check, or ACH delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold — clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following after receipt of funds; *ACH funds * Checks — 10 days following receipt of funds; *Credit after deposit, and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through 5 days after deposit for checks from custodian * ACH transfers— As transaction must clear in a manner similar to checks, and as Federal regulations provide Subscribers investors with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following to recall funds, for risk reduction and protection the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available will agree to release, starting 10 calendar days following after receipt by Escrow Agent and so long as the offering is closed, the greater of the subscription amounts and 24 hours following receipt 94% of funds for credit or gross funds less ACH deposits still at risk of recall. Of course, regardless of this operating policy, Issuer remains liable to immediately and debit card transactions. Notwithstanding the foregoingwithout protestation or delay return to UMB any funds recalled pursuant to Federal regulations Escrow Agent, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures Issuer and applicable rules and regulations. Escrow Agent Dealer reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, Issuer or Dealer deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with securities industry laws, rules, regulations or best practices. Prime Trust reserves Dealer may direct the right Escrow Agent at any time to limitreject or return funds to any Subscriber (i) that do not clear background checks (anti-money laundering, suspendUSA PATRIOT Act, restrict social security number issues, etc.) to the satisfaction of Dealer, in its sole and absolute discretion, or, (including increasing clearing periodsii) or terminate the use of ACHfor which Dealer determines, credit card and/or debit card transactions at in its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnifywould be improper or unlawful for Escrow Agent to accept or hold the applicable Subscriber’s funds, hold harmless as Escrow Agent, due to, among other possible issues, issues with the Subscriber or the source of the Subscriber’s funds. Dealer shall promptly inform Escrow Agent Issuer of any such return or rejection and reimburse the Issuer shall direct the Escrow Agent to return funds received from any rejected Subscriber. Dealer shall be responsible for any feesall such background checks, costs or liability whatsoever resulting or arising from funds processing failuresAML, including without limitation chargebacks, recalls or OFAC and other disputesregulatory checks. Issuer acknowledges and agrees that the The Escrow Agent shall not be responsible for or obligated have no obligation to pursue collection of any run background checks nor determine a subscriber’s funds from Subscriberscompliance with the foregoing.

Appears in 1 contract

Samples: Escrow Services Agreement (Red Oak Capital Fund III, LLC)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking system, shall hold Escrow Amountssuch funds, and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the "Escrow Amount”. ." No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) Agreement and/or Offering materialsoffering documents, provide Escrow Agent with a copy of such revised documents the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any Funds Hold — clearing, settlement and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following after receipt of funds; *ACH funds * Checks — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. after deposit Notwithstanding the foregoing, all cleared subscription amounts funds remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (World Tree Usa, LLC)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts funds, via Escrow Agent’s 's technology systems (“Issuer Dashboard”)systems, directly to the Escrow Account Agent as the "qualified third party" that has agreed to be held hold the funds for the benefit of Subscribers in accordance with the terms of this Agreement investors and applicable regulationsIssuer. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to "Provident Trust as Agent for Hygen Industries, Inc.") for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s 's name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the "Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. ." Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent with a copy of such revised documents the Subscriber's subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold - clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered "cleared" as follows: * Wires — 24 - 48 hours (one business day) following after receipt of funds; *ACH — funds Checks - 10 days following receipt of funds; *Credit after deposit ACH - As transaction must clear in a manner similar to checks, and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, as Federal regulations provide Subscribers investors with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following to recall funds, for risk reduction and protection the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available will agree to release, starting 10 calendar days following after receipt by Escrow Agent and so long as the offering is closed, the greater of the subscription amounts and 24 hours following receipt 94% of funds for credit or gross funds less ACH deposits still at risk of recall. Of course, regardless of this operating policy, Issuer remains liable to immediately and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject without protestation or delay return to internal compliance review in accordance with internal procedures and applicable rules and us any funds recalled pursuant to Federal regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves Escrow Agent may at any time reject or return funds to any Subscriber (i) that do not clear background checks (anti-money laundering, USA PATRIOT Act, social security number issues, etc.) to the right to limitsatisfaction of Escrow Agent, suspendin its sole and absolute discretion, restrict or, (including increasing clearing periodsii) or terminate the use of ACHfor which Escrow Agent determines, credit card and/or debit card transactions at in its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnifywould be improper or unlawful for Escrow Agent to accept or hold the applicable Subscriber's funds, hold harmless and reimburse as Escrow Agent, due to, among other possible issues, issues with the Subscriber or the source of the Subscriber's funds. Escrow Agent shall inform Issuer of any such return or rejection via notifications on the Issuer online control panel or via Webhooks in the API. Disbursements from the Escrow Account. In the event Escrow Agent does not receive the Minimum prior to the termination of the Escrow Period, Escrow Agent shall terminate Escrow and make a full and prompt return of funds so that refunds are made to each Subscriber in the exact amount received from said Subscriber, without deduction, penalty, or expense to the Subscriber. In the event Escrow Agent receives cleared funds for at least the Minimum prior to the termination of the Escrow Period and Escrow Agent receives a written instruction from Issuer (generally via notification in the API), Escrow Agent shall, pursuant to those instructions, pay such Escrow Amount for all accepted subscriptions pursuant to the instructions of Issuer, but subject to Escrow Agent's rights concerning Return Period funds (defined as the time period the Subscriber has to seek a return of funds, or to seek to avoid liability for the funds by claiming the transaction was unauthorized) ("First Closing"). After the First Closing, with respect to any feesadditional collected funds received from Subscribers and held by Escrow Agent prior to the termination date, costs or liability whatsoever resulting or arising Escrow Agent shall, upon receipt of written instructions from funds processing failuresIssuer, including without limitation chargebacksidentifying additional participating Subscribers and the corresponding Escrow Amount, recalls or other disputespay such Escrow Amount specified in the written instructions, but subject to Escrow Agent's rights concerning Return Period funds (discussed above). Issuer acknowledges that there is a 24 hour (one business day) processing time once a request has been received to break Escrow or otherwise move funds. This is to accommodate the time needed to compare the request to the offering documents, to ensure AML has been completed, and agrees that to prepare funds for disbursement. Issuer hereby irrevocably authorizes Escrow Agent to deduct broker fees and other funds for management and offering and selling expenses from the gross proceeds of the Escrow Account prior to remitting such funds, if and when due, to Issuer. Escrow Agent is hereby directed to remit such funds directly to the broker(s) and other parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted to brokers and other parties, and interest earned or accumulated in the Escrow Account) will then be remitted to Issuer as described above. Furthermore, Issuer directs Escrow Agent to accept instructions regarding fees from any registered securities broker in the syndicate, if any. Collection Procedure. Escrow Agent is hereby authorized, upon receipt of Subscriber funds, to promptly deposit them in the Escrow Account. Any Subscriber funds which fail to clear or are subsequently reversed, including but not limited to ACH chargebacks and wire recalls, shall not be responsible debited to the Escrow Account, with such debits reflected on the Escrow ledger accessible via Escrow Agents API or dashboard technology. Any and all fees paid by Issuer for funds receipt and processing are non-refundable, regardless of whether ultimately cleared, failed, rescinded, returned or obligated to pursue collection recalled. In the event of any Subscriber refunds, returns or recalls after funds have already been remitted to Issuer, then Issuer hereby irrevocably agrees to immediately and without delay or dispute send equivalent funds to Escrow Agent to cover the refund, return or recall. If Issuer has any dispute or disagreement with its Subscriber then that is separate and apart from Subscribersthis Agreement and Issuer will address such situation directly with said Subscriber, including taking whatever actions Issuer determines appropriate, but Issuer shall regardless remit funds to Escrow Agent and not involve Escrow Agent in any such disputes.

Appears in 1 contract

Samples: Escrow Services Agreement (Hygen Industries, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed instructed by the Issuer and its agents the Escrow Agent to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), transfer funds by wire or ACH directly to into the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly pursuant to the Escrow Agent for deposit into the Escrow following instructions: Regions Bank C/O Issuer Direct Corp 000 Xxxxxxxxx Xxxx Xx., Xxxxx X Xxxxxxxxxxx, XX 00000 ABA Number: xxxxxxxxxx For Credit to: DIRECT TRANSFER (Main Account. ) Account Number: xxxxxxxxxx SWIFT CODE: XXXXXXXXXX Escrow Agent shall cause the Bank to process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the "Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the ." Escrow Account. Issuer Agent shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent Issuer with a copy of such revised documents the Subscriber’s signed Subscription Agreement and other information as may be reasonably requested by Escrow Agent which is necessary for the Issuer in connection with the performance of its duties under this Agreement. As required by government regulations pertaining to the US Treasury, Homeland Security, the Internal Revenue Service and the SEC, federal law requires financial institutions to obtain, reasonably verify and record information that identifies each person (natural person or legal entity, including its authorized persons) who funds and executes securities transactions. Information requested of the Issuer and Subscribers will be typical information requested in the gathering and verification guidelines and best practices promulgated by anti-money laundering (“AML”) rules and regulations and those regulatory agencies that enforce them. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether wire or ACH delivered to it or not hereunder. If any Subscription Agreement for the purchase of Securities is rejected by the Issuer in its sole discretion, then the Subscription Agreement and the Escrow Amount for such Subscriber shall cooperate with be returned to the rejected Subscriber by the Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt within ten days from the date of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with rejection by the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulationsIssuer. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with securities industry laws, rules, regulations or best practices. Prime Trust reserves Escrow Agent may at any time reject or return funds to any Subscriber (i) that do not clear background checks (anti-money laundering, USA PATRIOT Act, social security number issues, etc.) to the right to limitsatisfaction of Escrow Agent, suspendin its sole and absolute discretion, restrict or, (including increasing clearing periodsii) or terminate the use of ACHfor which Escrow Agent determines, credit card and/or debit card transactions at in its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the would be improper or unlawful for Escrow Agent for any feesto accept or hold the applicable Subscriber’s funds, costs as Escrow Agent, due to, among other possible issues, issues with the Subscriber or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputesthe source of the Subscriber’s funds. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection promptly inform Issuer of any funds from Subscriberssuch return or rejection.

Appears in 1 contract

Samples: Escrow Services Agreement (American Diversified Energy LLC)

Deposits into the Escrow Account. All Subscribers will be directed instructed by the Issuer and its agents the Escrow Agent to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), transfer funds by wire or ACH directly to into the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly pursuant to the following instructions: Fifth Third Bank C/O Issuer Direct Corp 500 Xxxxxxxxx Xxxx Xx, Xxxxx X Xxxxxxxxxxx XX 00000 ABA Number: TBD For Credit to: Issuer Direct Corp Escrow Agent for deposit into the Escrow Account. Account Account Number: SWIFT CODE: ######## Escrow Agent shall cause the Bank to process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the "Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the ." Escrow Account. Issuer Agent shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent Issuer with a copy of such revised documents the Subscriber’s signed Subscription Agreement and other information as may be reasonably requested by Escrow Agent which is necessary for the Issuer in connection with the performance of its duties under this Agreement. As required by government regulations pertaining to the US Treasury, Homeland Security, the Internal Revenue Service and the SEC, federal law requires financial institutions to obtain, reasonably verify and record information that identifies each person (natural person or legal entity, including its authorized persons) who funds and executes securities transactions. Information requested of the Issuer and Subscribers will be typical information requested in the gathering and verification guidelines and best practices promulgated by anti-money laundering (“AML”) rules and regulations and those regulatory agencies that enforce them. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether wire or ACH delivered to it or not hereunder. If any Subscription Agreement for the purchase of Securities is rejected by the Issuer in its sole discretion, then the Subscription Agreement and the Escrow Amount for such Subscriber shall cooperate with be returned to the rejected Subscriber by the Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt within ten days from the date of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with rejection by the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulationsIssuer. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with securities industry laws, rules, regulations or best practices. Prime Trust reserves Escrow Agent may at any time reject or return funds to any Subscriber (i) that do not clear background checks (anti-money laundering, USA PATRIOT Act, social security number issues, etc.) to the right to limitsatisfaction of Escrow Agent, suspendin its sole and absolute discretion, restrict or, (including increasing clearing periodsii) or terminate the use of ACHfor which Escrow Agent determines, credit card and/or debit card transactions at in its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the would be improper or unlawful for Escrow Agent for any feesto accept or hold the applicable Subscriber’s funds, costs as Escrow Agent, due to, among other possible issues, issues with the Subscriber or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputesthe source of the Subscriber’s funds. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection promptly inform Issuer of any funds from Subscriberssuch return or rejection.

Appears in 1 contract

Samples: Escrow Services Agreement (CapRocq Core REIT, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in HYLETE Inc.”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; * Checks — 10 days following deposit of funds to the Escrow Account; *ACH — 10 days following receipt of funds; *Virtual currencies – upon receipt of coins/tokens or USD upon conversion, as agreed; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Hylete, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents Broker to transmit their data and subscription amounts funds, via Escrow Agent’s technology systems (“Issuer Dashboard”)systems, directly to the Escrow Account Agent as the “qualified third party” that has agreed to be held hold the funds for the benefit of Subscribers in accordance with the terms of this Agreement investors and applicable regulationsIssuer. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC Escrow Account for Med-X Inc.”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the "Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. ." Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent with a copy of such revised documents the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold — clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following after receipt of funds; *ACH * Checks — 10 days following receipt of funds; *Credit after deposit* ACH — As transaction must clear in a manner similar to checks, and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, as Federal regulations provide Subscribers investors with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following to recall funds, for risk reduction and protection the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available will agree to release, starting 10 calendar days following after receipt by Escrow Agent and so long as the offering is closed, the greater of the subscription amounts and 24 hours following receipt 94% of funds for credit or gross funds less ACH deposits still at risk of recall. Of course, regardless of this operating policy, Issuer remains liable to immediately and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject without protestation or delay return to internal compliance review in accordance with internal procedures and applicable rules and Prime Trust any funds recalled pursuant to Federal regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, Agent in its sole and absolute discretion, discretion deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Med-X, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in NexGenT Reg A”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; ** Checks — 10 days following deposit of funds to the Escrow Account; * ACH — 10 days following receipt of funds; ** Virtual currencies – upon receipt of coins/tokens or USD upon conversion, as agreed; * Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (NEXGENT Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts amounts, via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in Winc Reg A”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amountssuch funds, and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) Agreement and/or Offering materialsoffering documents, provide Escrow Agent with a copy of such revised documents the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold — clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following after receipt of funds; *ACH funds Checks — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.after deposit

Appears in 1 contract

Samples: Escrow Services Agreement (Winc, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts amounts, via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in________ ”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amountssuch funds, and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) Agreement and/or Offering materialsoffering documents, provide Escrow Agent with a copy of such revised documents the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold — clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following after receipt of funds; *ACH funds Checks — 10 days following receipt of funds; *Credit after deposit ACH — As transaction must clear in a manner similar to checks, and Debit Cards – 24 hours (one business day) following receipt of as Federal regulations provide investors with 60 days to recall funds. For subscription amounts received through ACH transfersrisk reduction and protection, Federal regulations in making an effort to provide Subscribers with flexibility to Issuer, the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available at its discretion post funds as cleared starting 10 calendar days following receipt by Escrow Agent after receipt. Of course, regardless of the subscription amounts this operating policy, Issuer remains liable to immediately and 24 hours following receipt of without protestation or delay return to Prime Trust any funds recalled for credit and debit card transactionswhatever reason pursuant to Federal regulations. Notwithstanding Not withstanding the foregoing, all cleared subscription amounts funds remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Aptera Motors Corp)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts funds, via Escrow Agent’s technology systems (“Issuer Dashboard”)systems, directly to the Escrow Account to be held Agent for the benefit of Subscribers in accordance with the terms of this Agreement investors and applicable regulationsIssuer. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in StartEngine”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the "Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. ." Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent with a copy of such revised documents the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold — clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following after receipt of funds; *ACH funds * Checks — 10 days following receipt of funds; *Credit after deposit * ACH — As transaction must clear in a manner similar to checks, and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, as Federal regulations provide Subscribers investors with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following to recall funds, for risk reduction and protection the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available will agree to release, starting 10 calendar days following after receipt by Escrow Agent and so long as the Offering is closed, the greater of the subscription amounts and 24 hours following receipt 94% of funds for credit or gross funds less ACH deposits still at risk of recall. Of course, regardless of this operating policy, Issuer remains liable to immediately and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject without protestation or delay return to internal compliance review in accordance with internal procedures and applicable rules and Prime Trust any funds recalled pursuant to Federal regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, Agent in its sole and absolute discretion, discretion deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Startengine Crowdfunding, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts funds, via Escrow Agent’s technology systems (“Issuer Dashboard”)systems, directly to the Escrow Account Agent as the “qualified third party” that has agreed to be held hold the funds for the benefit of Subscribers in accordance with the terms of this Agreement investors and applicable regulationsIssuer. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in “issuer’s name”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. .” Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent with a copy of such revised documents the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. .Funds Hold; ClearingHold — clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * :Wires — 24 hours (one business day) following after receipt of funds; *ACH fundsChecks — 10 days following receipt of funds; *Credit after depositACH — As transaction must clear in a manner similar to checks, and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, as Federal regulations provide Subscribers investors with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following to recall funds, for risk reduction and protection the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available will agree to release, starting 10 calendar days following after receipt by Escrow Agent and so long as the offering is closed, the greater of the subscription amounts and 24 hours following receipt 94% of funds for credit or gross funds less ACH deposits still at risk of recall. Of course, regardless of this operating policy, Issuer remains liable to immediately and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject without protestation or delay return to internal compliance review in accordance with internal procedures and applicable rules and Prime Trust any funds recalled pursuant to Federal regulations. .Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, Agent in its sole and absolute discretion, discretion deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in Reg A Life Spectacular 2021”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; ** Checks — 10 days following deposit of funds to the Escrow Account; * ACH — 10 days following receipt of funds; ** Virtual currencies – upon receipt of coins/tokens or USD upon conversion, as agreed; * Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Life Spectacular, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in BIOLOGX, Inc.”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; * Checks — 10 days following deposit of funds to the Escrow Account; *ACH — 10 days following receipt of funds; *Virtual currencies – upon receipt of coins/tokens or USD upon conversion, as agreed; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactionstransaction to recall, cancel or otherwise dispute the transaction. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (BiologX, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in Jet Token Inc”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; * Checks — 10 days following deposit of funds to the Escrow Account; *ACH — 10 days following receipt of funds; *Virtual currencies – upon receipt of coins/tokens or USD upon conversion, as agreed; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Jet Token Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in Quara Devices Inc.”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * *Wires — 24 hours (one business day) following receipt of funds; *Checks — 10 days following deposit of funds to the Escrow Account; *ACH — 10 days following receipt of funds; *Virtual currencies – upon receipt of coins/tokens or USD upon conversion, as agreed; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Quara Devices Inc.)

Deposits into the Escrow Account. All Subscribers will be directed instructed by the Issuer and or its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds by wire or ACH directly to the Escrow Agent for deposit into the Escrow Account. Escrow Agent Trustee shall cause the Bank to process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to .” Issuer or Subscribers on balances in the Escrow Account. Issuer its agents shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent Trustee with a copy of such revised documents the Subscriber’s signed subscription agreement and other information as may be reasonably requested by Escrow Agent which is necessary for Trustee in the performance of its duties under this Agreement. Escrow Agent is under no duty As required by government regulations pertaining to the US Treasury, Homeland Security, the Internal Revenue Service and the SEC, federal law requires financial institutions to obtain, reasonably verify and record information that identifies each person (natural person or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any legal entity, including its authorized persons) who funds and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the executes Securities transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period Information requested of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to Subscribers will be typical information requested in the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt gathering and verification guidelines and best practices promulgated by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable anti-money laundering (“AML”) rules and regulationsregulations and those regulatory agencies that enforce them. Escrow Agent Trustee reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, Trustee deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with securities industry laws, rules, regulations or best practices. Prime Trust reserves Trustee may at any time reject or return funds to any Subscriber (i) that do not clear background checks (anti- money laundering, USA PATRIOT Act, social security number issues, etc.) to the right to limitsatisfaction of Trustee, suspendin its sole and absolute discretion, restrict or, (including increasing clearing periodsii) or terminate the use of ACHfor which Trustee determines, credit card and/or debit card transactions at in its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnifywould be improper or unlawful for Trustee to accept or hold the applicable Subscriber’s funds, hold harmless and reimburse as Trustee, due to, among other possible issues, issues with the Escrow Agent for any fees, costs Subscriber or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputesthe source of the Subscriber’s funds. Trustee shall promptly inform Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscriberssuch return or rejection.

Appears in 1 contract

Samples: Escrow Services Agreement (Sun Dental Holdings, LLC)

Deposits into the Escrow Account. All Subscribers will be directed by monies received from subscribers of the Issuer and its agents Units prior to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to disbursement of the Escrow Account to as provided herein will be held for the benefit of Subscribers in accordance deposited with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent for deposit into by twelve o'clock noon of the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemnext business day after receipt of said monies from subscribers, shall hold Escrow Amounts, and shall maintain an accounting together with or followed promptly by a written account of each such subscription amount posted to its ledgersale (each a "Sale Account"), which also sets Sale Accounts shall set forth, among other things, each Subscriber’s the subscriber's name and address, Social Security or taxpayer identification number, the quantity number of Securities Units purchased, the amount paid therefor, the form of subscription payment such as whether the subscription payment was in the form of a check, draft, or money order, the date of said check, draft, or money order, and the amount paiddate received and delivered to the Escrow Agent. All subscription amounts which have cleared monies so deposited in the banking system, Escrow Account are hereinafter referred to as the "ESCROW AMOUNT." The Company and any Participating Dealers will instruct subscribers to the Units to make subscription payments in the form of checks, drafts or money orders payable to __________________________, AS ESCROW AGENT FOR CRAGAR INDUSTRIES, INC." Any such payments received that are made payable to a party other than the Escrow Amount”. No interest Agent shall be paid promptly returned by the Escrow Agent to Issuer the Company or Subscribers on balances in the Participating Dealer who submitted the payment. With the approval of the Company and the Escrow Agent, subscription payments may also be tendered by wire transfer to the Escrow Account pursuant to instructions given by the Escrow Agent to the Company or the Participating Dealer. The Escrow Agent will promptly deposit all subscription payments received by it and cleared for payment as good funds into the Escrow Account. Issuer shall promptly, concurrent Subscription funds received by the Company and any Participating Dealer during the pendency of the Offering will continue to be deposited with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide the Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures this Agreement notwithstanding the sale of the Minimum Offering and applicable rules the disbursement of funds constituting the Minimum Offering. The State Administrators shall have the authority to inspect the Escrow Account without obtaining any further permission from the Company and/or the Escrow Agent. Unless and regulationsuntil all of the State Administrators order the release of funds constituting the Minimum Offering to the Company and such funds are disbursed to the Company hereunder, such funds shall not be, nor shall such funds be considered to be, assets of the Company. Escrow Agent reserves Following the right to denydisbursement of funds constituting the Minimum Offering, suspend or terminate participation until funds held in the Escrow Account any Subscriber are disbursed to the extent Escrow AgentCompany in accordance with the terms hereof, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from such funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be, nor shall such funds be responsible for or obligated considered to pursue collection be, assets of any funds from Subscribersthe Company.

Appears in 1 contract

Samples: Escrow Agreement (Crager Industries Inc)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in [●]”(name of offering)) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; * Checks — 10 days following deposit of funds to the Escrow Account; *ACH — 10 days following receipt of funds; *Virtual currencies – upon receipt of coins/tokens or USD upon conversion, as agreed; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Cub Crafters, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts funds, via Escrow Agent’s technology systems (“Issuer Dashboard”)systems, directly to the Escrow Account Agent as the “qualified third party” that has agreed to be held hold the funds for the benefit of Subscribers in accordance with the terms of this Agreement investors and applicable regulationsIssuer. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in Dxxxx Motors Electric Car Company”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. .” Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent with a copy of such revised documents the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold — clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following after receipt of funds; *ACH funds Checks — 10 days following receipt of funds; *Credit after deposit ACH — As transaction must clear in a manner similar to checks, and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, as Federal regulations provide Subscribers investors with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following to recall funds, for risk reduction and protection the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available will agree to release, starting 10 calendar days following after receipt by Escrow Agent and so long as the offering is closed, the greater of the subscription amounts and 24 hours following receipt 94% of funds for credit or gross funds less ACH deposits still at risk of recall. Of course, regardless of this operating policy, Issuer remains liable to immediately and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject without protestation or delay return to internal compliance review in accordance with internal procedures and applicable rules and Prime Trust any funds recalled pursuant to Federal regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, Agent in its sole and absolute discretion, discretion deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Dubuc Motors Inc.)

Deposits into the Escrow Account. All Subscribers will be directed instructed by the Issuer and its Broker as well as their respective agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent for deposit by ACH, wire or check into the Escrow Account. Escrow Agent shall cause the Bank to process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the "Escrow Amount”. No interest shall be paid to ." Issuer or Subscribers on balances in the Escrow Account. Issuer its agents shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent with a copy of such revised documents the Subscriber’s signed subscription agreement and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its duties under this Agreement. As required by government regulations pertaining to the US Treasury, Homeland Security, the Internal Revenue Service and the SEC, federal law requires financial institutions to obtain, reasonably verify and record information that identifies each person (natural person or legal entity, including its authorized persons) who funds and executes securities transactions. Information requested of the Issuer and Subscribers will be typical information requested in the gathering and verification guidelines and best practices promulgated by anti-money laundering (“AML”) rules and regulations and those regulatory agencies that enforce them. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether wire, check, or ACH delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold — clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following after receipt of funds; *ACH funds * Checks — 10 days following receipt of funds; *Credit after deposit * ACH — As transaction must clear in a manner similar to checks, and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, as Federal regulations provide Subscribers investors with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following to recall funds, for risk reduction and protection the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available will agree to release, starting 10 calendar days following after receipt by Escrow Agent and so long as the offering is closed, the greater of the subscription amounts and 24 hours following receipt 94% of funds for credit or gross funds less ACH deposits still at risk of recall. Of course, regardless of this operating policy, Issuer remains liable to immediately and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject without protestation or delay return to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.recalled pursuant to Federal regulations

Appears in 1 contract

Samples: Escrow Services Agreement (Red Oak Capital Fund II, LLC)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts amounts, via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in CalTier Reg A+”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amountssuch funds, and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) Agreement and/or Offering materialsoffering documents, provide Escrow Agent with a copy of such revised documents the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold — clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following after receipt of funds; *ACH funds Checks — 10 days following receipt of funds; *Credit after deposit ACH — As transaction must clear in a manner similar to checks, and Debit Cards – 24 hours (one business day) following receipt of as Federal regulations provide investors with 60 days to recall funds. For subscription amounts received through ACH transfersrisk reduction and protection, Federal regulations in making an effort to provide Subscribers with flexibility to Issuer, the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available at its discretion post funds as cleared starting 10 calendar days following receipt by Escrow Agent after receipt. Of course, regardless of the subscription amounts this operating policy, Issuer remains liable to immediately and 24 hours following receipt of without protestation or delay return to Prime Trust any funds recalled for credit and debit card transactionswhatever reason pursuant to Federal regulations. Notwithstanding Not withstanding the foregoing, all cleared subscription amounts funds remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Caltier Fund I LP)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts funds, via Escrow Agent’s technology systems (“Issuer Dashboard”)systems, directly to the Escrow Account Agent as the “qualified third party” that has agreed to be held hold the funds for the benefit of Subscribers in accordance with the terms of this Agreement investors and applicable regulationsIssuer. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in XTI Aircraft”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. .” Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent with a copy of such revised documents the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold — clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following after receipt of funds; *ACH funds Checks — 10 days following receipt of funds; *Credit after deposit ACH — As transaction must clear in a manner similar to checks, and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, as Federal regulations provide Subscribers investors with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following to recall funds, for risk reduction and protection the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available will agree to release, starting 10 calendar days following after receipt by Escrow Agent and so long as the offering is closed, the greater of the subscription amounts and 24 hours following receipt 94% of funds for credit or gross funds less ACH deposits still at risk of recall. Of course, regardless of this operating policy, Issuer remains liable to immediately and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject without protestation or delay return to internal compliance review in accordance with internal procedures and applicable rules and Prime Trust any funds recalled pursuant to Federal regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, Agent in its sole and absolute discretion, discretion deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (XTI Aircraft Co)

Deposits into the Escrow Account. All During the Escrow Period, all Subscribers will be directed instructed by the Issuer and its Broker as well as their respective agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly by ACH, wire or check to the Escrow Agent for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the "Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances ." All amounts in the Escrow AccountAccount shall be held un-invested. Upon request, Issuer or its agents shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents the Subscriber’s signed subscription agreement and other information regarding the identity of the Subscriber(s) as may be reasonably requested by Escrow Agent which is necessary for in the performance of its duties under this Agreement. As required by government regulations pertaining to the US Treasury, Homeland Security, the Internal Revenue Service and the SEC, federal law requires financial institutions to obtain, reasonably verify and record information that identifies each person (natural person or legal entity, including its authorized persons) who funds and executes securities transactions. Information requested of the Issuer and Subscribers will be typical information requested in the gathering and verification guidelines and best practices promulgated by anti-money laundering (“AML”) rules and regulations and those regulatory agencies that enforce them. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether wire, check, or ACH delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold — clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following after receipt of funds; *ACH funds * Checks — 10 days following receipt of funds; *Credit after deposit, and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through 5 days after deposit for checks from custodian * ACH transfers— As transaction must clear in a manner similar to checks, and as Federal regulations provide Subscribers investors with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following to recall funds, for risk reduction and protection the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available will agree to release, starting 10 calendar days following after receipt by Escrow Agent and so long as the offering is closed, the greater of the subscription amounts and 24 hours following receipt 94% of funds for credit or gross funds less ACH deposits still at risk of recall. Of course, regardless of this operating policy, Issuer remains liable to immediately and debit card transactions. Notwithstanding the foregoingwithout protestation or delay return to UMB any funds recalled pursuant to Federal regulations Escrow Agent, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures Issuer and applicable rules and regulations. Escrow Agent Dealer reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, Issuer or Dealer deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with securities industry laws, rules, regulations or best practices. Prime Trust reserves Dealer may direct the Escrow Agent at any time to reject or return funds to any Subscriber (i) that do not clear background checks (anti-money laundering, USA PATRIOT Act, social security number issues, etc.) to the satisfaction of Dealer, in its sole and absolute discretion, or, (ii) for which Dealer determines, in its sole discretion, that it would be improper or unlawful for Escrow Agent to accept or hold the applicable Subscriber’s funds, as Escrow Agent, due to, among other possible issues, issues with the Subscriber or the source of the Subscriber’s funds. Dealer shall promptly inform Escrow Agent Issuer of any such return or rejection and the Issuer shall direct the Escrow Agent to return funds received from any rejected Subscriber. Dealer shall be responsible for all such background checks, AML, OFAC and other regulatory checks. The Escrow Agent shall have no obligation to run background checks nor determine a subscriber’s funds compliance with the foregoing. Notwithstanding anything in this Agreement to the contrary, the Issuer shall have the right to limitreject any subscription for Securities, suspendin whole or in part, restrict (including increasing clearing periods) or terminate the use of ACHat any time and for any reason, credit card and/or debit card transactions at in its sole and absolute discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse direct the Escrow Agent for to return any fees, costs or liability whatsoever resulting or arising from such funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that deposited in the Escrow Agent shall Account promptly to the Subscriber. For the avoidance of doubt, any subscription funds so rejected will not be responsible for considered “deposited and cleared” or obligated to pursue collection of any funds from Subscribers“cleared funds” as that term is used in Section 2(a) and Section 4 hereof, respectively.

Appears in 1 contract

Samples: Escrow Services Agreement (Red Oak Capital Fund III, LLC)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts funds, via Escrow Agent’s technology systems (“Issuer Dashboard”)systems, directly to the Escrow Account Agent as the “qualified third party” that has agreed to be held hold the funds for the benefit of Subscribers in accordance with the terms of this Agreement investors and applicable regulationsIssuer. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in Sagoon Reg A”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. .” Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent with a copy of such revised documents the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold — clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following after receipt of funds; *ACH funds Checks — 10 days following receipt of funds; *Credit after deposit ACH — As transaction must clear in a manner similar to checks, and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, as Federal regulations provide Subscribers investors with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following to recall funds, for risk reduction and protection the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available will agree to release, starting 10 calendar days following after receipt by Escrow Agent and so long as the offering is closed, the greater of the subscription amounts and 24 hours following receipt 94% of funds for credit or gross funds less ACH deposits still at risk of recall. Of course, regardless of this operating policy, Issuer remains liable to immediately and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject without protestation or delay return to internal compliance review in accordance with internal procedures and applicable rules and Prime Trust any funds recalled pursuant to Federal regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, Agent in its sole and absolute discretion, discretion deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Sagoon Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for GeoSolar Technologies, Inc.) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; ** Checks — 10 days following deposit of funds to the Escrow Account; * ACH — 10 days following receipt of funds; ** Virtual currencies – upon receipt of coins/tokens or USD upon conversion, as agreed; * Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactionstransaction to recall, cancel or otherwise dispute the transaction. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (GeoSolar Technologies, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in Wizard Entertainment, Inc.”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; * Checks — 10 days following deposit of funds to the Escrow Account; *ACH — 10 days following receipt of funds; *Virtual currencies – upon receipt of coins/tokens or USD upon conversion, as agreed; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactionstransaction to recall, cancel or otherwise dispute the transaction. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Wizard Entertainment, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts funds, via Escrow Agent’s 's technology systems (“Issuer Dashboard”)systems, directly to the Escrow Account Agent as the "qualified third party" that has agreed to be held hold the funds for the benefit of Subscribers in accordance with the terms of this Agreement investors and applicable regulationsIssuer. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to "Provident Trust as Agent for <issuer name>") for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s 's name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the "Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. ." Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent with a copy of such revised documents the Subscriber's subscription and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether funds delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold – clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered "cleared" as follows: * Wires — 24 – 48 hours (one business day) following after receipt of funds; *ACH — funds Checks – 10 days following receipt of funds; *Credit after deposit ACH – As transaction must clear in a manner similar to checks, and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, as Federal regulations provide Subscribers investors with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following to recall funds, for risk reduction and protection the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available will agree to release, starting 10 calendar days following after receipt by Escrow Agent and so long as the offering is closed, the greater of the subscription amounts and 24 hours following receipt 94% of funds for credit or gross funds less ACH deposits still at risk of recall. Of course, regardless of this operating policy, Issuer remains liable to immediately and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject without protestation or delay return to internal compliance review in accordance with internal procedures and applicable rules and us any funds recalled pursuant to Federal regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves Escrow Agent may at any time reject or return funds to any Subscriber (i) that do not clear background checks (anti-money laundering, USA PATRIOT Act, social security number issues, etc.) to the right to limitsatisfaction of Escrow Agent, suspendin its sole and absolute discretion, restrict or, (including increasing clearing periodsii) or terminate the use of ACHfor which Escrow Agent determines, credit card and/or debit card transactions at in its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the would be improper or unlawful for Escrow Agent for any feesto accept or hold the applicable Subscriber's funds, costs as Escrow Agent, due to, among other possible issues, issues with the Subscriber or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputesthe source of the Subscriber's funds. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection inform Issuer of any funds from Subscriberssuch return or rejection via notifications on the Issuer online control panel or via Webhooks in the API.

Appears in 1 contract

Samples: Escrow Services Agreement (Secured Real Estate Income Fund II, LLC)

Deposits into the Escrow Account. All Subscribers will be directed instructed by the Issuer and its Broker as well as their respective agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the by ACH or wire. The Escrow Agent for deposit into the Escrow Accountwill not accept paper checks from Subscribers. Escrow Agent shall cause the Bank to process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the "Escrow Amount”. No interest shall be paid to ." Issuer or Subscribers on balances in the Escrow Account. Issuer its agents shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent with a copy of such revised documents the Subscriber’s signed subscription agreement and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its duties under this Agreement. As required by government regulations pertaining to the US Treasury, Homeland Security, the Internal Revenue Service and the SEC, federal law requires financial institutions to obtain, reasonably verify and record information that identifies each person (natural person or legal entity, including its authorized persons) who funds and executes securities transactions. Information requested of the Issuer and Subscribers will be typical information requested in the gathering and verification guidelines and best practices promulgated by anti-money laundering (“AML”) rules and regulations and those regulatory agencies that enforce them. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether wire, check, or ACH delivered to it or not hereunder. Issuer shall cooperate with assist Escrow Agent with clearing any and all AML and funds processing ACH exceptions. Funds Hold; ClearingHold — clearing, Settlement settlement and Risk Management Policyrisk management policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following after receipt of funds; *funds * ACH — 10 days following receipt of funds; *Credit As transaction must clear in a manner similar to checks, and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, as Federal regulations provide Subscribers investors with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following to recall funds, for risk reduction and protection the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available will agree to release, starting 10 calendar days following after receipt by Escrow Agent and so long as the offering is closed, the greater of the subscription amounts and 24 hours following receipt 94% of funds for credit or gross funds less ACH deposits still at risk of recall. Of course, regardless of this operating policy, Issuer remains liable to immediately and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject without protestation or delay return to internal compliance review in accordance with internal procedures and applicable rules and regulations. Prime Trust any funds recalled pursuant to Federal regulations Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with securities industry laws, rules, regulations or best practices. Prime Trust reserves Escrow Agent may at any time reject or return funds to any Subscriber (i) that do not clear background checks (anti-money laundering, USA PATRIOT Act, social security number issues, etc.) to the right to limitsatisfaction of Escrow Agent, suspendin its sole and absolute discretion, restrict or, (including increasing clearing periodsii) or terminate the use of ACHfor which Escrow Agent determines, credit card and/or debit card transactions at in its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the would be improper or unlawful for Escrow Agent for any feesto accept or hold the applicable Subscriber’s funds, costs as Escrow Agent, due to, among other possible issues, issues with the Subscriber or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputesthe source of the Subscriber’s funds. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection promptly inform Issuer of any funds from Subscriberssuch return or rejection.

Appears in 1 contract

Samples: Escrow Services Agreement (PogoTec, Inc.)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in StartEngine Loans I, LLC ”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; ** Checks — 10 days following deposit of funds to the Escrow Account; * ACH — 10 days following receipt of funds; ** Virtual currencies – upon receipt of coins/tokens or USD upon conversion, as agreed; * Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactionstransaction to recall, cancel or otherwise dispute the transaction. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (StartEngine Loans Fund I LLC)

Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in StartEngine Crowdfunding Inc.”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking systemsystem (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; * Checks — 10 days following deposit of funds to the Escrow Account; *ACH — 10 days following receipt of funds; *Virtual currencies – upon receipt of coins/tokens or USD upon conversion, as agreed; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactionstransaction to recall, cancel or otherwise dispute the transaction. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

Appears in 1 contract

Samples: Escrow Services Agreement (Startengine Crowdfunding, Inc.)

Deposits into the Escrow Account. All Subscribers will During the Escrow Period, completed subscription agreements and Payments for the purchase price for the Shares shall be directed remitted by the Issuer and its agents broker dealers or registered investment advisors, as applicable, on behalf of persons subscribing to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds purchase shares directly to the Escrow Agent as provided in Section 12 by noon of the next Business Day following receipt of any such subscription agreements and Payments or, if final internal supervisory review is conducted at a different location, by noon of the next Business Day following receipt of any such subscription agreements and Payments by the office conducting the final internal supervisory review. The Escrow Agent hereby agrees to maintain the funds contributed by the Pennsylvania Subscribers and the Tennessee Subscribers in a manner in which they may be separately accounted for deposit into by the records of the Processing Agent so that the requirements of Sections 3 and 4 of this Agreement can be met. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Section 2. Prior to disbursement of the funds deposited in the Escrow Account. , upon receipt of the subscription agreements and Payments, Escrow Agent shall process fax or scan a listing of the subscriber name and purchase price to the Company and the Processing Agent, together with all other subscription amounts documents sent with the Payments. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the Payments are returned to the Escrow Agent for collection through nonpayment prior to receipt of the banking systemBreak Escrow Affidavit (as described below), the Escrow Agent shall hold Escrow Amountspromptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable in the amount of such returned Payment and the Processing Agent shall maintain an accounting delete the appropriate account from the records maintained by the Processing Agent. Within seven (7) days from the date of receipt of each such subscription, the Company will determine whether or not the subscription amount posted is to its ledgerbe accepted or rejected in whole or in part. Within ten (10) Business Days of receipt by the Escrow Agent of written notice from the Company, or as soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds, without interest and without deduction, if any, earned thereon, of any subscribers whose subscription has been rejected since the commencement of the Offering. The Processing Agent will maintain a written account of each sale, which also sets account shall set forth, among other things, each Subscriberthe following information: (i) the subscriber’s name and address, ; (ii) the quantity subscriber’s social security number; (iii) the number of Securities purchased, Shares purchased by such subscriber; and (iv) the amount paidpaid by such subscriber for such Shares. All subscription amounts which have cleared During the banking system, are hereinafter referred Escrow Period neither the Company nor the Dealer Manager will be entitled to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in any principal funds received into the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of used in this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoingterm “Business Day” means any day except Saturday, all cleared subscription amounts remain subject to internal compliance review Sunday or a day on which commercial banks in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to denyNew York, suspend New York or terminate participation in the Escrow Account any Subscriber to the extent Escrow AgentKansas City, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that Missouri are not consistent with laws, rules, regulations closed in respect of a federal or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribersstate holiday.

Appears in 1 contract

Samples: Escrow Agreement (CM REIT, Inc.)

Deposits into the Escrow Account. All Subscribers or their agents will be directed instructed by the Issuer and or its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent for deposit by wire or ACH directly, or indirectly through a clearing agent identified by Hxxxxxxxx, into the Escrow Account. Escrow Agent shall cause the Bank to process all subscription amounts Escrow Amounts for collection through the banking system, shall hold Escrow Amounts, system and shall maintain an accounting of each such subscription amount deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts monies so deposited in the Escrow Account and which have cleared the banking system, system are hereinafter referred to as the "Escrow Amount”. No interest shall be paid to ." Issuer or Subscribers on balances in the Escrow Account. Issuer its agents shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materialssubscription, provide Escrow Agent with a copy of such revised documents the Subscriber’s signed subscription agreement and other information as may be reasonably requested by Escrow Agent which is necessary for in the performance of its duties under this Agreement. As required by government regulations pertaining to the US Treasury, Homeland Security, the Internal Revenue Service and the SEC, federal law requires financial institutions to obtain, reasonably verify and record information that identifies each person (natural person or legal entity, including its authorized persons) who funds and executes securities transactions. Information requested of the Issuer and Subscribers will be typical information requested in the gathering and verification guidelines and best practices promulgated by anti-money laundering (“AML”) rules and regulations and those regulatory agencies that enforce them. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether wire, check, or ACH delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with securities industry laws, rules, regulations or best practices. Prime Trust reserves Escrow Agent may at any time reject or return funds to any Subscriber (i) that do not clear background checks (anti-money laundering, USA PATRIOT Act, social security number issues, etc.) to the right to limitsatisfaction of Escrow Agent, suspendin its sole and absolute discretion, restrict or, (including increasing clearing periodsii) or terminate the use of ACHfor which Escrow Agent determines, credit card and/or debit card transactions at in its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the would be improper or unlawful for Escrow Agent for any feesto accept or hold the applicable Subscriber’s funds, costs as Escrow Agent, due to, among other possible issues, issues with the Subscriber or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputesthe source of the Subscriber’s funds. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection promptly inform Issuer of any funds from Subscriberssuch return or rejection.

Appears in 1 contract

Samples: Escrow Services Agreement (NewsBeat Social, Inc.)

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