Terms of Service

Payoak.net ("Payoak.net" or “Payoak.net” or “we” or “us”) offers escrow services in Nigeria, with licensing in Nigeria, Africa and beyond. In Nigeria, services are provided by Stonebridge Technologies Ltd, a Nigerian company (RC 7889833). In other African jurisdictions, services are provided by Stonebridge Technologies Limited, doing business as Payoak.net, a Nigerian entity.

It is essential that you carefully read and understand these General Payoak.net Terms and Conditions ("Terms"). These Terms (General Terms and Conditions) apply to your use of any Payoak.net services.

The Terms are current as of the Effective Date, and subject to change. In the event of a change, we will upload a new version to the website. You should check the Payoak.net website for the latest version of this document before using any Payoak.net services.

These Terms apply to the Seller, Buyer, and Broker (each a “Party” or “Underlying Party,” and collectively “Parties” or “Underlying Parties”) involved in any Escrow Transaction in connection with the Escrow Services. References to “You” and “Your” in the terms apply to you or the organisation you represent in connection with an Underlying Transaction (as defined below) as the Seller, the Buyer, and/or the Broker as the context requires. In addition to these Terms, you are also subject to other certain terms, conditions, and agreements (collectively, the “Payoak.net Terms of Service”), including:

• Payoak.net Site Terms of Use, available at https://www.Payoak.net/escrow-101/

• Privacy Policy, available at https://www.Payoak.net/escrow-

• General Escrow Instructions, available at https://www.Payoak.net/escrow-

• The Transaction Escrow Instructions and any Supplemental Escrow Instructions

• The API Terms of Use, available at https://www.Payoak.net/escrow-/api-terms-and-conditions.

The Underlying Parties engage Payoak.net to act as escrow agent pursuant to these Terms and further agree to the entirety of the Payoak.net Terms of Service.

AGREEMENT TO CONDUCT ESCROW TRANSACTION BY ELECTRONIC MEANS

BY REGISTERING FOR AND PARTICIPATING IN THE SERVICES (AS DEFINED BELOW), THE UNDERLYING PARTIES AGREE WITH PAYOAK.NET TO CONDUCT THE ESCROW TRANSACTION (AS DEFINED BELOW) BY ELECTRONIC MEANS UNDER Section 2 of the CBN CONSUMER PROTECTION REGULATION 2019 (THE “REGULATIONS”).

1. Definitions and Interpretation.

Any capitalised term not otherwise defined elsewhere in the Payoak.net Terms of Service shall have the definition and interpretation set forth below:

1. “Account” means a Payoak.net account of a Buyer, Seller, or Broker to which payments will be credited and from which payments will be debited.

2. “Affiliate” means an entity that is, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with Payoak.net.

3. “Applicable Law” refers to all laws, regulations, payment network rules, and automated clearing house rules applicable to the services provided under the Payoak.net Terms of Service, as well as all orders, judgments, or written directives of any court or governmental entity with authority over the Parties, services, or transactions subject to the Payoak.net Terms of Service.

4. “Arbitration Commencement Period” means the fourteen (14) calendar day period commencing at the conclusion of the Negotiation Period.

5. “Broker” means a person or entity offering to broker personal property or services for sale through the Site.

6. “Business Day” means Monday through Friday between the hours of 8:00 a.m. and 5:00 p.m., other than legal holidays in Nigeria observed by Payoak.net.

7. “Buyer” means a person or entity desiring to purchase personal property or purchase other services from a Seller by use of the Site.

8. “Buyer Inspection Period” means the Inspection Period applicable to Buyer as specified herein.

9. “Close of Escrow” means consummation of the Escrow Transaction.

10. “Dispute Date” means the date of: (A) Seller’s rejection or return of the Merchandise as indicated on the Site; (B) Payoak.net’s rejection of the Merchandise on behalf of Seller if Seller is unable to access the Site; or (C) the notification by a Party to another Party of any dispute, claim, disagreement, or breach related to these Terms or an Escrow Transaction.

11. “Escrow Fees” means the fees due to Payoak.net for the Services.

12. “Escrowed Funds” means funds held in escrow with Payoak.net.

13. “Escrow Instructions” means the entire set of instructions, terms, conditions, and details governing an Escrow Transaction, comprised of:

    1. the  General  Escrow  Instructions,  applicable  to  all  Escrow Transactions.

    2. the Transaction Escrow Instructions, agreed to by the Underlying Parties when arranging an Underlying Transaction; and

    3. any Supplemental Escrow Instructions subsequently agreed to by the Parties.

14. “Escrowed Property” means Escrowed Funds or other items held in escrow by Payoak.net.

15. “Escrow Services” means the transaction management and escrow services provided by Payoak.net, including the holding of Escrowed Funds or Escrowed Property.

16. “Escrow Transaction” means the portion of a transaction involving Escrow Services provided by Payoak.net, which may include the holding and release of Escrowed Funds or Escrowed Property in accordance with the Escrow Instructions and these Terms.

17. “General Escrow Instructions” means the instructions and terms published on the Site applicable to all Escrow Transactions.

18. “Inspection Period” means the period by which Buyer or Seller must inspect the subject property, as applicable.

19. “Merchandise” means any item of tangible (capable of being physically touched or precisely identified) goods or property transacted on Payoak.net. This term also includes certain intangible goods or property such as domain names, IPV4 addresses, pre-written computer software, source codes, intellectual property, and any other property as approved by Payoak.net in its sole discretion.

20. “Milestone Transaction” means the transactions relating to services provided by a Seller.

21. “Negotiation Period” means fourteen (14) calendar days beginning with the Dispute Date.

22. “Parties” means Payoak.net and the Underlying Parties.

23. “Personal Property” means any movable thing or intangible item of value that is capable of being owned by a natural individual or a legal entity and not recognized as real property.

24. “Prohibited Transaction” means any transaction or attempted transaction described in Section 5 of these Terms below.

25. “Seller” means a person or entity offering products l or services for sale as permitted under the Payoak.net Terms of Service and desiring to use the Site to close the sale.

26. “Seller Inspection Period” means the Inspection Period applicable to Seller as specified herein.

27. “Seller Services” means those services offered for sale by a Seller including physical labor or activity, artistic labor or activity, consultation or advice services,  a  system  for  providing  services  such  as  transportation, communications, utilities and doing work and providing something of value other than a physical tangible product.

28. “Site” means Payoak.net’s website at www.Payoak.net.

29. “Supplemental Escrow Instructions” or “Supplemental Escrow Terms” means any instruction, condition, or term agreed to by the Underlying Parties after Buyer and Seller (and Broker when applicable) all complete the initial Transaction Escrow Instructions to govern an Underlying Transaction.  This  term  includes  new  supplemental  instructions  or conditions, modifications or amendments to the initial Escrow Transaction Instructions, and changes to the Transaction Detail Screens. Supplemental Escrow Instructions or Terms must be agreed to in writing and signed by all parties (Buyer, Seller, Payoak.net and Broker when applicable).

30. “Transaction Detail Screens” means the screens on the Site containing the details of the Underlying Transaction provided by the Underlying Parties.

31. “Transaction Escrow Instructions” means the terms, conditions, and other provisions relating to a specific Underlying Transaction or Escrow Transaction, as agreed to by the Underlying Parties on the Transaction Detail Screens.

32. “Underlying Parties” means Buyer, Seller and Broker (if applicable).

33. “Underlying Transaction” means the underlying transaction between or among Buyer, Seller and Broker (if applicable) for the sale of Merchandise or Seller Services, for which the Underlying Parties engage Payoak.net for the provision of Escrow Services.

34. “User” means one of the Underlying Parties using the Site in connection with an actual or proposed Underlying Transaction.

2. The following rules of interpretation apply:

1. References to “discretion” mean Payoak.net’s sole and absolute discretion.

2. References to “consent” mean a Party’s prior written consent, which in the case of Payoak.net may be given or withheld in its discretion.

3. References to “including” mean “including but not limited to”.

4. References to the singular include the plural and vice versa as the context may require.

5. References to the time of day means Nigerian Time or the GMT.

6. References to Buyer and Seller include the Broker if a Broker is expressly authorized by a Seller or Buyer to act on behalf of and bind the applicable Buyer or Seller.

7. References to currency is to Nigerian Naira (NGN) or any other currency expressly accepted by all relevant Parties from time to time.

8. References to “days” means Business Day unless otherwise indicated.

9. Reference to “good faith” means honesty in fact in the conduct concerned, measured subjectively.

10. All communications relating to an Underlying Transaction or Escrow Transaction shall be in English.

3. Description of the Payoak.net Escrow Service.

The Payoak.net Escrow Services are Internet-based transaction management services performed by Payoak.net as an escrow agent on behalf of a Buyer and Seller in connection with a transaction for the sale of products or services. Payoak.net Escrow Services are intended to facilitate the completion of the Underlying Transaction in accordance with the Payoak.net Terms of Service. Although one or more of the Underlying Parties may be a citizen of and/or physically located in a location, venue or jurisdiction other than Nigeria, the Underlying Parties all represent and agree that the Payoak.net Escrow Transaction and Escrow Services are being coordinated and taking place in Nigeria.

4. Limits on the Escrow Services.

The Payoak.net Escrow Services are only available for lawful Merchandise, Seller Services, and Underlying Transactions. Payoak.net, in its sole discretion, may decline or prohibit an escrow transaction. Additionally, limitations on the Escrow Services may apply and can be found on the website or elsewhere in the Payoak.net Terms of Service. Only registered Users may use the Escrow Services. To register, you must supply all information required on the Payoak.net website.

5. Prohibited Transactions.

Users shall not use or attempt to use the Payoak.net website or the Escrow Services in connection with any Underlying Transaction that:

1. is illegal or involves any illegal items or is for any illegal purpose.

2. involves any obscene material.

3. involves any munitions or firearms.

4. involves pirated software, DVD or videos or item(s) otherwise infringing copyrighted works.

5. involves illegal drugs and controlled substances, tobacco products.

6. involves the sale or transfer of liquor licenses, fund or joint control escrows, the refinancing of either reservation deposits of any kind, or promissory notes, mortgages or deeds of trust.

7. is primarily for the purpose of exchanging currencies, including digital currencies.

8. involves transactions directly or indirectly involving persons (individuals or entities) with whom Nigeria or other persons are prohibited from engaging in illegal transactions pursuant to The Criminal Code, The Penal Code, The NDLEA Act, The NAFDAC Act, Federal Competition and Consumer Protection Act (FCCPA), Money Laundering (Prevention and Prohibition) Act, 2022, Customs and Excise Management Act, Terrorism (Prevention) Act, The Firearms Act, and other Applicable Laws.

9. involves transactions directly or indirectly involving persons (individuals or entities) with whom Nigeria. or other persons are prohibited from engaging pursuant to Applicable Laws.

In addition, Payoak.net, in its sole discretion, may refuse to complete any Underlying Transaction that Payoak.net has reason to believe may be unauthorised or made by someone other than You, or may violate any Applicable Law or the Payoak.net Terms of Service. Each User agrees to indemnify and hold harmless Payoak.net and its employees, officers, directors and agents for losses, including attorney fees and costs, resulting from any use or attempted use of the Escrow Services in violation of the Payoak.net Terms of Service, including but not limited to any use or attempted use of the Payoak.net Escrow Services for a Prohibited Transaction.

6. Rejection of Payment.

Since the use of a bank account, credit card or debit card account, or the making of an electronic funds transfer may be limited by Your agreement with Your financial institution and/or by applicable law, Payoak.net is not liable to any User if Payoak.net does not complete an Escrow Transaction or any act relating thereto, as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an Account. Payoak.net may post operating rules or terms and conditions related to payment on the website and change such rules from time to time.

7. General Conditions of Use.

If You arrive at the website through entities linked and/or integrated with Payoak.net or otherwise by or through a third party (e.g., an auction, exchange, or Internet-based intermediary that hosts electronic marketplaces and mediates transactions among businesses), then You authorize such third party to transfer relevant data to Payoak.net to facilitate the Escrow Transaction. You represent and warrant that all information You provide to Payoak.net or to such third party will be true, accurate and complete. You further understand and agree that You are obligated to provide timely updates to Payoak.net if there are any material changes to such information prior to the completion of an Escrow Transaction. The party entering into these Terms on behalf of any User represents and warrants that he/she is authorized to do so and to bind the User and is a natural person of at least eighteen (18) years of age and, if the User is represented to be a business entity, trust or other legal entity or organization, the User represents and warrants that such User is legally existing and in good standing, and is recognized as such by the governing authority at the address registered by the User on our website. To initiate and commence an Escrow Transaction or use our Escrow Services, a User must register for an Account on our website. You must complete the Escrow Services application form and submit it by following the instructions on the website. You can find out more information about Payoak.net Escrow Services by visiting the website https://www.payoak.net/

Upon completion and receipt of the service application and related forms, including the acceptance of the Payoak.net Terms of Service, we will accept or reject Your application at our discretion.

8. Obligations of Sellers.

On the Transaction Detail Screens, each Seller to an Underlying Transaction must designate an Account to which payment for the Transaction will be made. Each Seller authorises Payoak.net and its authorised representatives and service providers to initiate credit entries to such Seller's Account for payment of the purchase price, or applicable balance due, and to debit Seller's Account to discharge Seller's obligations. Each Seller in an Underlying Transaction shall deliver the items set forth in Transaction Detail Screens directly to the Buyer (or Buyers), at the address specified by such Buyer as shown on the website and set forth in the Transaction Escrow Instructions and Supplemental Escrow Instructions. Seller shall use a delivery service that provides a confirmation of delivery and Seller shall provide Payoak.net with a tracking or reference number for the shipment of the goods. Seller gives Payoak.net permission to act as its agent in communicating with the shipping company regarding the notice of the delivery of the goods. Seller must provide or cause notice to be sent to Payoak.net when Seller ships the Merchandise. In the event Payoak.net does not receive notice of shipment from Seller within ten (10) calendar days after Seller is required to ship the Merchandise, Seller authorizes Payoak.net to return the Escrowed Funds (excluding Payoak.net fees) to Buyer. In the event of a return of the Merchandise by Buyer, Seller shall notify Payoak.net of the receipt of the returned items. Upon Payoak.net’s receipt of the notice of returned Merchandise from Seller, the Seller's five (5) day inspection period shall commence. In the event Seller accepts the returned Merchandise within the inspection period or fails to act within the inspection period, Payoak.net shall remit the Escrowed Funds (excluding Payoak.net fees) to Buyer. If Seller notifies Payoak.net of its non-acceptance of any returned Merchandise within the Seller's inspection period, then Payoak.net will retain the Escrow Funds pending resolution of the dispute or take other action as authorized or as required by Applicable Law. Notwithstanding anything to the contrary above, if all Underlying Parties to an Underlying Transaction agree on the Transaction Detail Screens that there is no shipping required, then no party hereto will have any obligation under these Terms with respect to shipping.

9. Obligations of Buyers.

On the Transaction Detail Screens, Buyer must designate a payment mechanism and an Account from which the purchase price and related fees (unless such fees are to be paid by Seller) will be obtained for the deposit into escrow. Depending on the amount of the Underlying Transaction, Buyer may remit the necessary funds via various methods, which may include credit card, debit card, check (cheque), or Wire Transfer. In the case of wire transfers, Buyer will initiate the wire to an account designated by Payoak.net on or before the date set forth in the Transaction Detail Screens. Regardless of the payment method, Buyer authorizes Payoak.net and its authorized representatives and service providers to initiate credit or debit transactions, as applicable, to obtain the purchase price and fees due for an Underlying Transaction and to initiate any debit or credit entries or reversals, as the case may be, as may be necessary to correct any error in a payment or transfer and to discharge Buyer's obligations under the Payoak.net Terms of Service. Payoak.net will deposit funds received from Buyer into an escrow trust account maintained by Payoak.net (the "Escrow Account"). Unless otherwise requested as specified in the following sentence, escrowed deposits do not earn interest for Buyer or Seller. Buyer shall notify Payoak.net of the receipt or non-receipt of the items on the date the merchandise is received, or the Buyer Inspection Period is started. Buyer shall notify Payoak.net of the Buyer's acceptance or rejection of the items before the Buyer's Inspection Period expires. Upon receipt of notice from Buyer that the items have been received and accepted, Payoak.net shall transfer the payment amount (less any amount payable to Payoak.net for Payoak.net fees) to Seller's Account. Transfer to a Seller generally will be initiated within the next business day from the day on which notice of acceptance of the Merchandise or Seller Services is received from the Buyer. If Buyer has not notified Payoak.net of the non-receipt or rejection of the items during the Buyer's Inspection Period, then Buyer authorizes Payoak.net to remit the Escrowed Funds (excluding Payoak.net fees) to the Seller. Buyer shall follow the procedures set forth on the website in the event the items are rejected.

10. Our Responsibilities.

Payoak.net is obligated to perform only those duties expressly described in the Payoak.net Terms of Service. Payoak.net shall not be liable for any error in judgment, for any act taken or not taken, or for any mistake of fact or law, except for gross negligence or wilful misconduct (subject to the limitations below). Payoak.net may rely upon any notice, demand, request, letter, certificate, agreement, or any other document which purports to have been transmitted or signed by or on behalf of a User indicated as the sender or signatory thereof and shall have no duty to make any inquiry or investigation. Payoak.net is not expected to verify or guarantee representations by Buyer, Seller, Broker or their respective affiliates or representatives and will not and does not verify authenticity, ownership, right of possession, title or other legal right to Escrowed Product or Merchandise. In the event that Payoak.net is uncertain as to Payoak.net duties or rights under the Payoak.net Terms of Service, receives any instruction, demand or notice from any User or financial institution which, in Payoak.net's opinion, is in conflict with any of the provisions of the Payoak.net Terms of Service, or any dispute arises with respect to the Payoak.net Terms of Service or the Escrowed Funds, Payoak.net may (i) consult with counsel of our choice (including, but not limited to our own attorneys) and any actions taken or not taken based upon advice of counsel shall be deemed consented to by You, or (ii) refrain from taking any action other than to retain the funds in escrow for delivery in accordance with the written agreement of the Users, the final decision or award of an arbitrator pursuant to an arbitration commenced and conducted in accordance with these Terms or a final, non-appealable judgment of a court of competent jurisdiction, (iii) “In the event of any dispute between the parties concerning the ownership or rightful entitlement to the funds or property held in escrow, we may discharge our duties under these Terms by depositing the funds into a court of competent jurisdiction, and the court shall hold such funds or pending judicial determination in accordance with the applicable laws of Nigeria, or (iv) take other actions in accordance with Applicable Law.

11. Resignation.

Payoak.net may, at any time, give notice of Payoak.net's intent to resign as Escrow agent. If, within ten (10) days of such notice, Payoak.net has not received notice from all Parties in an Underlying Transaction that they have designated a substitute escrow agent (which notice shall identify the substitute escrow agent), Payoak.net may discharge Payoak.net duties under these Terms by depositing all escrowed funds with a court of competent jurisdiction. If an alternate Escrow agent is so designated, Payoak.net shall be discharged from Payoak.net duties under the Payoak.net Terms of Service by delivering all Escrowed Funds to such person or entity. Upon payment of the Escrowed Funds pursuant to these Terms, Payoak.net shall be fully released from all liability and obligations with respect to the Escrow Funds and the Escrow Transaction.

12. Canceling a Transaction.

If an Underlying Transaction cannot be completed for any reason, including cancellation by Payoak.net for any reason, Payoak.net will notify each Party in such Underlying Transaction by e-mail, to the e-mail address each has provided to Payoak.net. In Payoak.net's sole discretion, Payoak.net may cancel any Underlying Transaction if each Party to an Underlying Transaction fails to agree on the terms as required in the Transaction Details Screens by clicking the "Agree" button as requested on the Site. You may cancel an Underlying Transaction as provided in the Payoak.net Terms of Service.

13. Statements Verification.

You agree that all disclosures and communications regarding these Terms and the Escrow Service shall be made by e-mail or on the Site, unless the Parties make other arrangements as set forth elsewhere in the Payoak.net Terms of Service. You understand and agree that Payoak.net may request additional information from you at any time, for verification, authentication, or other business purpose.

14. Digital Identification.

You understand and agree that Payoak.net will create, issue, and verify a digital identification (a "Digital ID") for each User. This Digital ID is attached to each accepted electronic document and notification e-mails. You agree that Your Digital ID is a valid "Electronic Signature." Please review the General Escrow Instructions for more information about Payoak.net's use of the Digital ID.

15. Fees.

Unless otherwise agreed upon by each User in the Transaction, Buyer agrees to pay the fees for the Services that are disclosed on the Site at the time the completed Transaction Escrow Instructions are agreed to by all such Users, as well as any other fees, including, without limitation, third party service fees (e.g., shipping, appraisal, inspection, registration - domain or otherwise, etc.). Once paid, Payoak.net fees are non- refundable. Payoak.net fees may change from time to time in Payoak.net's absolute and sole discretion. Additionally, Payoak.net may introduce new fees by providing 30 days' written notice. Payoak.net is not responsible for payment of any sales, use, personal property or other governmental tax or levy imposed on any items purchased or sold through the Services or otherwise arising from the Transaction.

16. Taxes.

Some of our fees may be subject to applicable taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “taxes”) and, unless expressly noted, our fees are exclusive of applicable taxes. You acknowledge that we may make certain reports to tax authorities regarding transactions that we process.

17. Security.

Payoak.net uses secure sockets layer ("SSL"), a security protocol that provides data encryption, server authentication, and message integrity for connections to the Internet designed to protect the data You provide Payoak.net. Payoak.net has also implemented a security system requiring a user ID and a password to access Your transactions on the Site. You agree not to give Your password to any other person or entity and to protect it from being used or discovered by anyone else.

18. Acknowledgement of Risk.

You expressly agree that your use of the Services is at your sole risk. The Escrow Services are provided on a strictly "as is" and "as available" basis.

19. Disclaimers.

1. PAYOAK.NET IS ONLY RESPONSIBLE FOR THE SAFETY OF YOUR FUNDS IN  ESCROW.  WE  MAKE  NO  WARRANTY  WITH  REGARD  TO  THE UNDERLYING TRANSACTION, ANY ITEMS OBTAINED BY YOU THROUGH THE USE OF THE SITE OR THE SERVICES, THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES OR THE SITE WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE. PAYOAK.NET MAKE NO WARRANTY THAT ITS SECURITY CANNOT BE BREACHED.

2. PAYOAK.NET  EXPRESSLY  DISCLAIMS  ALL  EXPRESS  AND  IMPLIED WARRANTIES,  INCLUDING,  BUT  NOT  LIMITED  TO,  THE  IMPLIED WARRANTIES  OF  MERCHANTABILITY,  FITNESS  FOR  A  PARTICULAR PURPOSE AND NON-INFRINGEMENT. PAYOAK.NET SHALL NOT BE LIABLE OR  RESPONSIBLE  FOR  THOSE  GUARANTEES,  WARRANTIES,  AND REPRESENTATIONS, IF ANY, OFFERED BY ANY SELLER OF ITEMS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PAYOAK.NET OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

20. No Third-Party Endorsement or Liability from Acts of Third-Party.

You acknowledge and agree that Payoak.net does not endorse the website of any third party (including any partner marketplace) or assume responsibility or liability for the accuracy of any material contained therein, or any infringement of third-party intellectual property rights arising therefrom, or any fraud or other crime facilitated thereby and that You have not entered into any Underlying Transaction or agreed to the Payoak.net Terms of Service based on Payoak.net’s association with any third-party. In no event will Payoak.net be liable for any act or omission of any third-party, including, but not limited to, your financial institution, any  payment  system,  any  third-party  service  provider,  any  provider  of telecommunications services, internet access or computer equipment or software, any mail or delivery service or any payment or clearing house system or for any circumstances beyond Payoak.net's control (including but not limited to, fire, flood or other natural disaster, war, riot, strike, terrorism, act of civil or military authority, equipment failure, computer virus, infiltration or hacking by a third-party, or failure or interruption of electrical, telecommunications or other utility services).

21. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, PAYOAK.NET ON BEHALF OF ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS AND SERVICE PROVIDERS, EXCLUDE AND DISCLAIM LIABILITY FOR ANY LOSSES AND EXPENSES OF ANY KIND AND SHALL NOT BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL, RELATING TO YOUR USE OF THE SITE OR THE SERVICES OR YOUR INABILITY TO USE THE SITE OR THE SERVICES AND DISCLAIM LIABILITY FOR ANY LOSSES AND EXPENSES OF DIRECT,  INDIRECT,  GENERAL,  SPECIAL,  PUNITIVE,  INCIDENTAL  OR CONSEQUENTIAL DAMAGES, LOSS OF USE, LOSS OF DATA, LOSS CAUSED BY A VIRUS, LOSS OF INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, CLAIMS OF ALL THIRD PARTIES, OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES ARISING OUT OR IN CONNECTION WITH THE USE OF THE SITE(S) OR ANY WEBSITE WITH WHICH THEY ARE LINKED AND YOU SO AGREE TO SUCH EXCLUSION. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT  LIABILITY  OR  ANY  OTHER  LEGAL,  CONTRACTUAL,  STATUTORY, REGULATORY OR EQUITABLE BASIS TO THE GREATEST EXTENT AUTHORIZED BY LAW. FOR THE AVOIDANCE OF DOUBT, Payoak.net WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE, COSTS, OR EXPENSES INCURRED, OR SUFFERED BY A PARTY AS A RESULT OF THE SELLER, BUYER, BROKER OR AN AUTHORISED USER’S ACCESS OR USE OF OUR SERVICES OR INABILITY TO ACCESS OR USE OUR SERVICE, EXCEPT TO THE EXTENT CAUSED BY OUR GROSS NEGLIGENCE OR WILFUL MISCONDUCT. Payoak.net IS NOT LIABLE IN ANY WAY FOR ACTING IN ACCORDANCE WITH OR RELYING ON ANY INSTRUCTION, NOTICE OR DEMAND OR DOCUMENT FROM A PARTY OR PARTY’S AGENT ON THE PARTY’S BEHALF. PAYOAK.NET IS NOT LIABLE FOR ANY MATTER RELATING TO A DISPUTE BETWEEN THE SELLER AND BUYER IN RESPECT TO AN AGREEMENT BETWEEN THE SELLER AND THE BUYER. EACH OF BUYER, SELLER AND BROKER CONSENT TO THESE LIMITATIONS OF LIABILITY.

22. Termination of Services.

Payoak.net may suspend or terminate Your use of the Site or Escrow Services at any time, without notice, for any reason, in Payoak.net's sole discretion. Payoak.net will attempt to provide You with prior notice of the suspension or termination of your Account or the Escrow Services by sending You an e-mail, but Payoak.net is not obligated to do so, and may not do so where there is a risk to the security, privacy or integrity of the Escrow Services. You shall remain liable for all Escrow Transactions You initiate through the Site or Escrow Services prior to such termination, and the performance of Your obligations, including but not limited to, the delivery of the Merchandise or Seller Services and the payment of all amounts You owe prior to termination or discontinuation of Your use of the Escrow Services. You agree to pay all costs and expenses (including all reasonable attorneys' fees) that Payoak.net may incur in order to (a) collect any amounts You owe under the Payoak.net Terms of Service or (b) to initiate an arbitration or judicial proceeding to resolve a dispute between Buyer and Seller, as set forth in these Terms.

23. Non-Transferability of the Services by You.

You may not assign the Payoak.net Terms of Service (including, specifically, the Transaction Escrow Instructions and Supplemental Escrow Instructions) to any other person or entity except to the extent required by Applicable Law. Your right to use the Escrow Services shall not be sold or transferred to any other person or entity without the prior written consent of Payoak.net. Any purported assignment or transfer by You without our prior written consent in violation of this provision shall be null and void.

24. Modifications.

Payoak.net reserves the right to change any portion of these Terms, at any time, without prior notice, provided that no such change will apply to an Underlying Transaction once the Underlying Parties to such Underlying Transaction have agreed to the Transaction Escrow Instructions. You understand that the most recent version of these Terms will be located on the Site.

25. Notices.

Notices from Payoak.net to You will be given by e-mail, or by general posting on the Site. You may contact Payoak.net by filling out the customer support form or such other email address Payoak.net posts as its address for notice on the Site in the most recent version of the Terms.

26. Miscellaneous.

In the event of any dispute, claim, breach, or disagreement arising from or relating to the Payoak.net Terms of Service or to an Underlying Transaction, You agree to resolve such dispute in the manner set forth in these Terms. The Payoak.net Terms of Service shall be governed by the laws of the State of California. Any dispute shall be resolved pursuant to the Dispute Resolution and Governing Law/Venue provisions of these Terms. The Payoak.net Terms of Service constitute the entire agreement between Payoak.net and You relating to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, communications and/or advertising with respect to such subject matter.

27. Assignment.

Payoak.net may assign these Terms to any current or future affiliated company and to any successor in interest. Payoak.net also may delegate certain Payoak.net rights and responsibilities under these Terms to third-parties.

28. Escrow Instructions.

Once the Buyer and Seller (and Broker when applicable) have agreed to identical Transaction Detail Screens for a specific underlying Transaction, both Buyer and Seller (and Broker when applicable) have agreed to the Transaction Escrow Instructions and these Terms by selecting the "Agree" button at the bottom of the Transaction Detail Screens, these instructions shall constitute a binding agreement between all parties. No blank spaces shall exist on the Transaction Detail Screens as of the time the Buyer and Seller (and Broker when applicable) select the "Agree" button. After Buyer and Seller (and Broker when applicable) both select the "Agree" button, the terms, conditions, and other details of the Transaction Detail Screens constitute the Transaction Escrow Instructions to govern the Underlying Transaction between the Buyer and Seller (and Broker when applicable). Should it become necessary to add a supplemental instruction(s), or to make any addition to, deletion from, or alteration to the Transaction Detail Screens, all parties (Buyer, Seller, Payoak.net, and Broker when applicable) must execute any supplemental instruction, addition, deletion or alteration thereto (collectively the "Supplemental Escrow Instructions”). Payoak.net reserves the right to reject any Supplemental Escrow Instructions and to terminate the Escrow Transaction as provided herein. In accordance with California Civil Code 1633.8, Payoak.net may accept instructions that are created, generated, sent, communicated, received, or stored by the Underlying Parties using electronic means and by attaching the Underlying Parties’ respective Digital IDs. The Parties to the Underlying Transaction hereby agree to conduct the Escrow Transaction electronically. The Underlying Parties acknowledge that by entering the Transaction Escrow Instructions, they are able to electronically receive the Transaction Escrow Instructions, download the Transaction Escrow Instructions and print the Transaction Escrow Instructions. The Parties agree that all instructions must be written and that the Underlying Parties and Payoak.net are not obligated to follow or rely on any verbal or oral statements or instructions.

29. General Description of Services.

1. The Underlying Parties may enter an Underlying Transaction for the sale and purchase of many different types of personal property, goods, or items (“Merchandise”), excluding those prohibited in these Terms or by Payoak.net. The Underlying Parties may also enter an Underlying Transaction for the provision of services (“Seller Services”), excluding those prohibited in these Terms or by Payoak.net.

2. The Underlying Parties shall each log onto the Site daily to confirm the status of the Escrow Transaction. The status of any Escrow Transaction can only be confirmed by the Underlying Parties by logging into the Site. The accuracy of automated messages sent by Payoak.net must be confirmed by the Underlying Party by logging into the Site to check the status of the Escrow Transaction. Except as otherwise required by Applicable Law, the Underlying Parties may not rely on verbal or written advice from Payoak.net staff concerning the status of any Escrow Transaction.

3. A Buyer and Seller may complete an Escrow Transaction with or without a Broker. When a Broker is involved, additional instructions specified below shall apply. A Broker shall become an Underlying Party only if the Broker is identified for the Escrow Transaction. Other brokers have no rights hereunder, and Buyer and Seller have the sole responsibility for financial arrangements with such brokers.

30. Shipping and Tracking of Purchased Items.

1. Upon receiving Buyer’s cleared funds, and where the Merchandise is a physical item, Payoak.net will email Seller to ship the Merchandise, where appropriate, which will require Seller to log on to the Site to confirm secured funds, unless all Parties agree to a different method of notification. Upon Seller’s verification, Seller shall ship the Merchandise to Buyer based upon information provided in the Buyer’s profile or as otherwise provided in the Transaction Escrow Instructions. The Underlying Parties shall choose a shipping method that provides online tracking information. Seller will be responsible for all shipping damage if insurance is not available to cover the damage. Seller shall complete and submit the shipping information to the Site on the same day on which the Merchandise is placed in the carrier’s possession, confirmation of which shall be emailed to all Parties, unless they agree to a different method of notification.

2. The Buyer Inspection Period (as agreed to on the Transaction Detail Screens) shall be calculated in calendar days and shall commence upon the first to occur of either:

   1. Buyer’s acknowledgment of receipt of Merchandise; or

   2. the Site’s receipt of verification of delivery to Buyer via the shipper’s or registrar’s tracking services.

3. Unless otherwise expressly agreed to in writing by the Underlying Parties, if Seller has not shipped the Merchandise within 10 calendar days after Payoak.net sends notification (through email or posting on the Site) of Buyer’s deposit of immediately available funds, Buyer may request a return of the Escrowed Funds, minus the Escrow Fees, and Payoak.net will remit the funds back to Buyer after notifying the Underlying Parties.

4. Unless the Underlying Parties agree otherwise, Buyer is responsible for any duties, customs fees or other charges resulting from an international Escrow Transaction, which shall be included in the purchase price. The shipping Party shall properly declare the Merchandise and its value for customs procedures.

5. The Seller agrees to cooperate with and follow all additional instructions provided by Payoak.net to ship the Merchandise, not ship the Merchandise, or request return of the Merchandise, as directed by Payoak.net.

   
   

31. Buyer's Acceptance; Disbursement of Funds.

1. During the Buyer Inspection Period, Buyer must either click the “Accept” or “Reject” button and follow all further instructions on the Site to accept or reject the Merchandise by following the instructions on the Site or on a partner marketplace site. For the avoidance of any doubt, the Buyer also has the option to reject the Merchandise. For clarity, acceptance or rejection are executed by way of clicking on the relevant buttons on the Site, clearly identifiable, confirming Buyer’s acceptance or rejection of the Merchandise. In the event that the Buyer fails to either click the accept or reject button on the Payoak.net platform, or through a partner marketplace or to follow all further instructions, then Buyer shall be deemed to be satisfied with the Merchandise and deemed to have accepted it.

2. Payoak.net will disburse the Escrowed Funds as follows:

   1. If Transaction Escrow Terms reflect that Buyer has agreed to pay for shipping and/or any portion of the Escrow Fees, then those costs shall be collected as Buyer’s funds and remitted with the purchase price. At Close of Escrow, Payoak.net will pay Seller, from the Escrowed Funds, the purchase price and shipping fee itemized in the Escrow Transaction, less any payment for shipping fees (unless Seller has agreed to pay for shipping) and will disburse the Escrow Fees to Payoak.net.

   2. If the Transaction Escrow Terms reflect that Seller has agreed to pay for shipping and/or any portion of the Escrow Fees, then at Close of Escrow, Payoak.net will pay to Seller from the Escrowed Funds the purchase amount, less any fees due to Payoak.net, and less any other fees the Seller is obligated to pay (such as broker’s fees). Shipping fees will be deemed paid outside of the Escrow Transaction.

3. If a Buyer Inspection Period ends without Buyer’s involvement, Payoak.net at its sole discretion may provide Buyer notice regarding the ending of the Inspection Period within 24 hours. Payoak.net is under no obligation to provide such 24-hour notice and shall not be liable if such notice is not provided. It is always the Buyer’s ultimate responsibility to login to the Buyer’s Account in the Payoak.net system and check the status of their transaction.

4. Where a Buyer uses the Escrow Services through a partner marketplace, then the Buyer must click the accept or reject button for the Escrow Transaction on that partner marketplace and follow all instructions from Payoak.net in relation to the Escrow Transaction.

32. Buyer Rejection Process.

1. Buyer is responsible for all Escrow Fees if the Escrow Transaction is cancelled, or the Merchandise returned. Buyer shall promptly return the rejected Merchandise to Seller within 3 calendar days after receiving notice of the rejection, and shall insure, at Buyer’s expense, the returned Merchandise’s value during shipment to the place designated in Seller’s profile. Buyer shall be responsible for shipping the rejected Merchandise at Buyer’s expense (unless otherwise agreed by the Parties). For the avoidance of doubt, it is the Seller’s responsibility to notify Payoak.net of any change of address as soon as possible. If Seller does not advise Payoak.net of Seller’s change of address in writing at least 48 hours prior to a rejection of Merchandise under this Section, Seller agrees that Seller’s last known address as contained in the records of Payoak.net will be Seller’s current address for the purposes of this Section. Seller must reasonably cooperate to allow the opportunity for Buyer to return the rejected Merchandise if Buyer timely rejects the Merchandise. Seller agrees it will not take steps to avoid the return of rejected Merchandise. Buyer will be responsible for all shipping damage if insurance is not available for any reason to cover such damage. Buyer is aware that the Merchandise must be rejected in the manner described in these Terms to obtain a refund.

2. If Buyer rejects Merchandise in violation of these Terms or any other terms of acceptance and rejection applicable to the Underlying Transaction, Seller shall not be prohibited by these Terms from pursuing any available right or remedy against Buyer available under Applicable Law.

3. Buyer acknowledges and agrees that regardless of the reason for rejection, Buyer must return the rejected Merchandise to Seller for Escrowed Funds to be returned to Buyer. If Buyer fails to return the rejected Merchandise in accordance with these Terms within the specified time-period, Payoak.net is hereby authorized to pay Seller the Escrowed Funds, minus the Escrow Fees.

33. Authentication Services

1. The following additional terms apply to Escrow Transactions that are referred to Payoak.net from an external online marketplace, where that marketplace applies an authentication service to Merchandise that is subject of an Escrow Transaction.

2. Where Merchandise subject to an Payoak.net Transaction is purchased through an external marketplace, and where Payoak.net is used as a method of payment, the Underlying Parties will be bound by the Merchandise authentication rules and procedures of that external marketplace, when completing the Payoak.net Escrow Transaction.

3. The relationship between the Underlying Parties and the referring external marketplace and Merchandise authentication service is independent of the relationship between the Underlying Parties and Payoak.net where it concerns the Payoak.net Escrow Transaction. In no circumstances will Payoak.net be liable for any loss suffered by the Underlying Parties resulting from the Underlying Parties’ engagement with an external marketplace or merchandise authentication service.

4. When an external marketplace has a merchandise authentication service and the Underlying Parties engage with that authentication service, the progress of the Payoak.net Escrow Transaction may be determined in part by the outcome of that authentication service. When the Underlying Parties engage with an external Merchandise authentication service, the following will generally apply:

   1. When the authentication service and external marketplace determine that the Merchandise that is the subject of the Escrow Transaction is unauthentic or when authentication is unsuccessful, it is the responsibility of the Underlying Parties to engage with the authentication service and external marketplace to ensure the Merchandise is returned to the Seller.

   2. When the authentication service and external marketplace determine that the Merchandise subject of the Payoak.net Escrow Transaction is authentic or when authentication is successful, it is the responsibility of the Underlying Parties to engage with the authentication service and external marketplace to ensure the Merchandise is received by the Buyer. A determination made that the Merchandise is authentic or that authentication is successful will not affect the Buyer Inspection Period, and Buyer may reject the Merchandise for any reason by clicking the “Reject” button and following all other instructions on the Site for rejecting the Merchandise.

5. When Buyer rejects the Merchandise and the external marketplace and authentication service require re-authentication of the Merchandise before it can be returned to the Seller, the Buyer must follow all instructions from the external marketplace and authentication service as to where to return the Merchandise for re-authentication. The Buyer must not return the Merchandise directly to the Seller when the external marketplace and authentication service require the Merchandise to be re-authenticated prior to the rejected Merchandise being returned to the Seller. When Payoak.net receives confirmation from the external marketplace that the rejected Merchandise has been successfully re-authenticated and returned to the Seller, Payoak.net will return funds to the Buyer in accordance with Applicable Law.

6. In any event, the maximum number of times the authentication process can occur will be determined by the external marketplace and Merchandise authentication service, which operate independently of Payoak.net.

7. The Underlying Parties authorize Payoak.net to rely on information it receives from the external marketplace and authentication service regarding the authenticity and location of the Merchandise, in deciding when to release funds to the Seller or return funds to the Buyer, to the extent permitted by Applicable Law.

8. The Underlying Parties agree that when Merchandise is transacted through an external marketplace using Payoak.net as the payment method, Payoak.net will rely on information it receives directly from that external marketplace when deciding the status of an Payoak.net Escrow Transaction and whether to disburse Escrowed Funds.

9. When the Underlying Parties use Payoak.net in connection with a transaction on an external marketplace and use its authentication service, Payoak.net shall in no circumstance be liable for goods that are not returned or in any way damaged or altered in connection with the authentication service or involvement of external marketplace in the Escrow Transaction.

10. When merchandise that is subject of an Escrow Transaction is transacted using an external marketplace, and an authentication service is used in connection with that external marketplace, this authentication service is managed and operated exclusively by that external marketplace and not by Payoak.net. To the extent permitted by Applicable Law, it is the sole and independent obligation and duty of the Underlying Parties to satisfy any and all obligations to the external internet marketplace and authentication service in connection with the Payoak.net Escrow Transaction.

34. Shipping and Tracking of Returned Item.

1. Following rejection of Merchandise in accordance with these Terms, Buyer shall ship rejected Merchandise to Seller at its address designated in Seller’s profile.

2. Immediately upon shipping the rejected Merchandise to Seller, Buyer shall complete and submit, through the Site, the requested shipping information. Upon receipt of the shipping information, Payoak.net will email Seller the name of the carrier and tracking number supplied by Buyer. If Buyer effects the return of rejected Merchandise without following the guidelines in these Terms, then in addition to any other remedies that Payoak.net or Seller may have, Payoak.net will not return to Buyer any of the Escrowed Funds unless and until: (i) Seller confirms that the rejected Merchandise has arrived in the same condition in which it was originally sent by Seller; or (ii) there is a final Dispute Resolution, as specified in the Dispute Resolution section below, that requires Payoak.net to return any Escrowed Funds. Should no shipping be necessary for the return, then Seller and Buyer shall be free of the shipping and tracking obligations.

3. The Seller Inspection Period shall commence upon the first to occur of either: (i) Seller’s acknowledgment of receipt of Merchandise; (ii) Payoak.net’s receipt of verification of delivery to Seller’s correct address via the shipper’s or registrar’s tracking services; (iii) Seller's failure to accept Buyer’s returned item in accordance with these Terms; or (iv) Seller’s failure to retrieve the returned Merchandise upon notification from the carrier and/or any governmental office of availability. Seller shall have five (5) calendar days following the date on which the Seller Inspection Period begins to inspect the returned Merchandise.

35. Seller’s Acceptance or Rejection of Return; Disbursement of Funds.

1. Seller shall have five (5) calendar days following the date on which the Seller Inspection Period begins to click the “Accept” or “Reject” button and follow all further instructions on the Site to accept or reject returned Merchandise.

2. During the Seller Inspection Period, should Seller:

   1. fail to click either the “Accept” or “Reject” buttons; or

   2. fail to follow all instructions to effectuate the acceptance or rejection of the returned Merchandise, then at the end of the Seller Inspection Period, Seller shall be deemed to be satisfied with the quality of the returned Merchandise and shall be deemed to have accepted it.

3. Seller may reject the timely return of returned Merchandise only if it is returned in a condition other than the condition when first sent to Buyer. Should Seller reject the Merchandise during the Seller Inspection Period, the Underlying Parties shall negotiate during the Negotiation Period. Should they fail to provide a joint instruction during the Negotiation Period to Payoak.net, either of the Underlying Parties may institute binding arbitration (“Arbitration”) (in accordance with the Dispute Resolution section below) at any time within fourteen (14) calendar days following the Negotiation Period. If, as of the 15th calendar day following the end of the Negotiation Period, neither of the Underlying Parties has instituted Arbitration with notice to the other Parties, then Seller shall be deemed to have waived its rights to a return of all or any portion of the purchase price, the Escrow Transaction shall terminate, and Payoak.net shall return the Escrowed Funds, less the Escrow Fees, as provided herein.

4. Upon the first to occur of either: (i) Seller’s acceptance of the returned Merchandise; (ii) the end of the Seller Inspection Period; or (iii) on the 15th calendar day following the Negotiation Period the failure of either Underlying Party to institute Arbitration and notify all Parties, Payoak.net will disburse the Escrowed Funds as follows:

   1. If the Transaction Escrow Terms reflect Buyer’s agreement to pay for shipping and/or any portion of the Escrow Fees, Payoak.net will pay Buyer the purchase price, less these costs, and Payoak.net will pay Seller for the shipping fee in the amount set forth in the Transaction Escrow Terms, disburse the Escrow Fees to Payoak.net and the balance to Buyer.

   2. If the Transaction Escrow Terms reflect Seller’s agreement to pay for shipping and/or any portion of the Escrow Fees, then Payoak.net shall pay Buyer the Escrowed Funds, minus the Escrow Fees.

   3. If the Underlying Parties agreed that the item will not be shipped to Buyer prior to the Close of Escrow, then Payoak.net will not deduct shipping fees.

5. Once all costs are paid and funds are disbursed, the Escrow Transaction shall be deemed cancelled, with no further obligation due by the Parties under the Transaction Escrow Terms. Payoak.net reserves the right and while under no obligation may provide Seller up to 48 hours’ notice if an Inspection Period has ended without Seller’s involvement.

6. Notwithstanding anything to the contrary herein, for an Escrow Transaction involving IPv4 Numbers, Buyer’s rejection of IPv4 Numbers still registered to Seller in the source RIR’s Whois records shall constitute automatic return of the IPv4 Numbers to Seller and the beginning of Seller’s Inspection Period. Seller may reject the return of the IPv4 Numbers only if Seller is able to provide Payoak.net (via login to the Site) independently verifiable information that in Payoak.net’s absolute discretion indicates that the transfer of IPv4 Numbers from Seller to Buyer has been approved, without express reservation or condition, by the applicable RIR(s) and that the applicable RIR(s) will not agree to rescind the approval or otherwise cancel the transfer. Unless the Underlying Parties otherwise agree to a different joint instruction to Payoak.net, upon Payoak.net’s confirmation that the recipient Regional Internet Registry (RIR) Whois records reflect Buyer as the registrant, Payoak.net shall close the Escrow Transaction and disburse the Escrowed Funds to Buyer, minus the Escrow Fees.

36. Cancellation.

Once Escrowed Funds have been deposited, if Seller fails to ship the Merchandise within the required 10-day period or within any longer period upon which the Underlying Parties have agreed, except to the extent an earlier refund is required by Applicable Law, Buyer may request a refund of the Escrowed Funds through the  support  form  (https://www.Payoak.net/contact-us).  Upon  such  request, Payoak.net shall be entitled to retain the Escrow Fees regardless of any other previous arrangement for allocation of the fees between the Underlying Parties. Seller may request the Escrow Transaction be cancelled and the Buyer refunded, less Escrow Fees and any additional charges for currency exchange, at any time until shipment. Seller may not cancel a domain name Escrow Transaction after the domain name has been secured in Payoak.net’s holding account. In the event of a cancellation after Escrowed Funds are received, or rejection of the Merchandise, Broker will not receive the commission unless otherwise stipulated in the Transaction Escrow Terms.

37. Dispute Resolution.

1. If a dispute, claim, question, disagreement, or breach (collectively, “Disputes”) occurs between the Underlying Parties concerning the Escrow Transaction, or any aspect of the Escrow Services, the Underlying Parties shall promptly notify Payoak.net in writing and use their best efforts during the Negotiation Period to resolve the Dispute. If they do so, they shall promptly notify Payoak.net by joint instruction of the resolution terms. If they are unable to do so, they shall submit the matter to PayOak Arbitration on or before the Arbitration Commencement Period ends and promptly email notice of commencement to Payoak.net. Before Buyer initiates Arbitration, Buyer must return the Merchandise to Seller.

2. If any Dispute occurs between an Underlying Party and Payoak.net or concerning the Escrow Services, the Parties agree to submit to binding Arbitration in accordance with this Section. An Underlying Party with such Dispute must promptly notify Payoak.net of the Dispute in writing. The Underlying Party and Payoak.net will use their best efforts during the Negotiation Period to resolve the Dispute. If the Parties are unable to resolve the Dispute during the Negotiation Period, they shall submit the matter to Arbitration on or before the Arbitration Commencement  Period  ends  in  accordance  with  this  Section. YOU AGREE AND ACKNOWLEDGE THAT YOU ARE GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights with respect to Payoak.net to the maximum extent permitted by Applicable Law. You agree to resolve any Dispute between you and Payoak.net EXCLUSIVELY THROUGH BINDING ARBITRATION as set forth in this Section. Your rights with respect to any Dispute with Payoak.net will be determined by a NEUTRAL ARBITRATOR APPOINTED BY PAYOAK and NOT A JUDGE OR JURY. You are entitled to a fair hearing, but the Arbitration procedures may be simpler and more limited than rules applicable in a court. You understand and agree that any final decision of the PayOak Arbitrator with respect to Arbitration between you and Payoak.net is as enforceable as             any             court             order. Any Disputes brought by You must be brought exclusively in Your own capacity and not as a plaintiff or class member in any purported class or representative proceeding. Additionally, the Arbitrator may not consolidate more than one person’s Disputes against Payoak.net and may not otherwise preside over any form of a representative or class proceeding or award class-wide relief against Payoak.net.

3. If Payoak.net has not received notice of Arbitration following the Arbitration Commencement Period, Payoak.net may terminate the Escrow Transaction and refund the Escrowed Funds to Buyer, minus the Escrow Fees. Payoak.net may (but has no obligation to) commence Arbitration, or to interplead the Escrowed Funds with a court of competent jurisdiction. If so, Payoak.net may use the Escrowed Funds to pay the fees to initiate Arbitration or to file an action and serve process except to the extent restricted or prohibited by Applicable Law. The Underlying Party Instituting Arbitration shall notify the other Parties by sending written notice of demand for arbitration. The Underlying Parties shall accept service of the notice of arbitration or a Complaint and summons in connection with a judicial action via email at the addresses previously provided to Payoak.net by the Underlying Parties.

4. An Arbitration award shall be final and binding upon the participating Parties to the Arbitration and judgment confirming the award may be entered in any court of competent jurisdiction. The Arbitrator shall serve a copy of the award through email on all Parties (including Payoak.net even if not involved in Arbitration).

5. Except as required by Applicable Law, Payoak.net will take no action to close the Escrow Transaction or otherwise dispose of the Escrowed Funds until receipt of:

   1. a joint instruction signed by all the affected Underlying Parties; or

   2. an order of the Arbitrator directing action by Payoak.net. Payoak.net shall have no responsibility to initiate and/or continue to update the Underlying Parties regarding status of the Escrow Transaction or Arbitration, if required by Applicable Law or if instructed by the Arbitrator, provided that all fees required of the Underlying Parties under these Terms are paid in advance, Payoak.net will place the Escrowed Funds into an escrow account. The disposition of the escrow account to the Underlying Parties shall be decided concurrently with the resolution of the dispute. THE OBLIGATION OF Payoak.net AND ITS AFFILIATES SHALL BE LIMITED TO THE HOLDING  AND  DISBURSEMENT  OF  THE  ESCROW  FUNDS  UPON INSTRUCTIONS SIGNED BY ALL UNDERLYING PARTIES OR AN AWARD FROM THE ARBITRATOR. Notwithstanding any of the foregoing, Payoak.net reserves the right at its sole discretion to inter-plead disputed funds related to any Escrow Transaction to a court.

6. Payoak.net may, in its discretion, institute Arbitration or a judicial proceeding (including inter-pleading the Escrowed Funds with a court of competent jurisdiction) to resolve any Dispute in an Escrow Transaction.

38. Integrated Affiliate.

If an entity’s site is integrated to the Site in whole or in part for the purpose of data transmission, that entity shall be considered an integrated affiliate (“Integrated Affiliate”) and shall be bound by the Transaction Escrow Instructions and Supplemental Escrow Instructions (if any) effective when the terms pass from Seller’s site to the Site. Seller shall be bound by the Transaction Escrow Terms and any Supplemental Escrow Terms effective when Buyer clicks the “Agree” button, thereby attaching Buyer’s Digital ID.

39. Time Limits.

1. Should the website or the Escrow Services be unavailable, or the Underlying Parties jointly desire to extend the Buyer or Seller Inspection Periods, then Payoak.net may in its discretion extend such times, and will provide prompt email notification to all Underlying Parties. Except for Payoak.net extensions, the Inspection Periods shall not be modified.

2. If the website is unavailable to inform Payoak.net of any acceptance, rejection or return of an item, then the affected Underlying Party shall notify Payoak.net within the applicable time limit either by calling Payoak.net on the contact number displayed  on  the  website  or  emailing  from  the  support  form (https://www.Payoak.net/contact-us). This notification will not be considered effective until Payoak.net notifies the Underlying Parties of receipt via email or by updating the Transaction Detail Screen.

40. Payments.

1. All Escrowed Funds payable to one of the Underlying Parties shall be paid as soon as possible to the applicable Account following Buyer’s acceptance, Seller’s acceptance, or the resolution of a dispute. If Buyer overpays, Payoak.net shall reimburse the overpayment upon the Close of Escrow. If an Underlying Party is overpaid, the recipient shall promptly return the overpaid amount to Payoak.net. The recipient shall also pay any postage costs and/or wire fees if an alternate payment is requested. The Underlying Parties shall also hold Payoak.net harmless from any loss arising from any currency conversion.

2. If Buyer chooses credit card as the method of payment, Payoak.net may charge Buyer’s credit card when Buyer selects the Form of Payment from the Transaction Detail Screen. Buyer shall provide documentation to validate identity. Payoak.net may refuse a credit card or other form of payment for any reason and need not disclose the reason. If refusal occurs, the Escrow Transaction shall be considered cancelled Twenty-Four (24) hours after Payoak.net ’s notification to Buyer of the refusal and Buyer’s failure to cure within that period. All Escrowed Funds disbursements shall be made by bank transfer, unless otherwise requested by the payee. Alternatively, the payee may receive a credit back to a credit card or other payment source if authorised to do so by the credit card company or other payment source.

3. Payments made by bank transfer shall be subject to a 7-day hold.

4. Due to processing delays, payments by credit card, debit card or any billing Account shall not be on deposit with Payoak.net until the Business Day on which the funds are deposited into Payoak.net ’s designated account.

5. Upon any payment or other disposition of the Escrowed Funds, the Escrow Transaction shall be deemed closed and final with no further obligation by the Parties. If after an Escrow Transaction is closed and Payoak.net has distributed proceeds, a Buyer who has made a payment by debit or credit card instructs the bank or card issuer to stop payment or make a charge back so that Payoak.net does not receive the payment or the previous credit from the bank or card issuer is reversed or “charged back”, Buyer shall be deemed to have materially breached these Terms. If such breach occurs after the Escrow Transaction closes, damages in the amount of the stopped payment, reversal or chargeback plus an additional amount equal to Payoak.net ’s actual costs, losses, or damages as a result of such stopped payment, reversal, or chargeback will be imposed, which amount is reasonable in light of (i) the anticipated or actual harm caused by the breach; (ii) the difficulties of proof of loss; and (iii) the inconvenience or non-feasibility of otherwise obtaining an adequate remedy.

41. Escrowed Funds.

1. In accordance with Banks and Other Financial Institutions Act (BOFIA) 2020, Payoak.net will hold Escrowed Funds in a non-interest-bearing deposit account with any institution acceptable to the Central Bank of Nigeria and insured by the Nigerian Deposit Insurance Corporation (NDIC). The maintenance of such accounts may result in Payoak.net ’s or its Affiliates’ receiving certain bank services, accommodations, or other benefits by the bank, none of which shall redound to the Underlying Parties’ benefit.

2. Unless otherwise requested as specified herein and permitted by law, the Escrowed Funds do not earn interest.

42. Unclaimed Funds.

Payoak.net will transfer unclaimed Escrowed Funds in accordance with Applicable Law. In compliance with the Unclaimed Funds Trust Fund (Establishment) Act, 2021 and Section 60 of the Banks and Other Financial Institutions Act (BOFIA) 2020 (and similar regulations of other applicable jurisdictions), Payoak.net will transfer unclaimed Escrowed Funds to the Unclaimed Funds Trust Fund managed by the Debt Management Office (DMO) of Nigeria after the applicable dormancy period has elapsed, or as required by any other relevant Nigerian authority. Payoak.net shall ensure full compliance with all reporting and transfer obligations under these regulations.

43. Changes to Contact Information.

You agree to notify us immediately of any changes to Your contact information, including Your email address, residential, business and/or mailing address, and telephone number(s), so that all Your records at Payoak.net can be updated accordingly. You authorize us to send information and inquiries to the email address we have on file for Your Account.

44. Indemnification.

1. The Underlying Parties shall indemnify, defend and hold harmless Payoak.net , its Affiliates and the respective officers, directors, shareholders, employees and assigns of Payoak.net and its Affiliates from, against and in respect of any and all third party tort claims, suits, actions, and proceedings (collectively, “Claims”) to the extent that such third-party Claims arise from the negligent acts, errors, or omissions of the Underlying Parties relating to the use of the Payoak.net Escrow Services or a breach of the Payoak.net Terms of service, including: non-payment or insufficient payment of Escrow Fees or any other charge; any chargeback from a card organisation; or reversal or nonpayment of any credit or debit entry. The foregoing also applies to all judgements, settlements, liabilities, damages, demands, taxes, charges, expenses and legal and other expenses (including without limitation reasonable legal fees and expenses of attorneys), arising out of such third-party Claims. The indemnification obligation shall be due from the Underlying Parties causing the harm to Payoak.net. If more than one Underlying Party owes an indemnification obligation, the obligation shall be joint and several. The foregoing indemnities shall survive the termination of these Terms.

2. You further agree to release, indemnify, and hold Payoak.net, including its Affiliates, and our respective officers, directors, shareholders, employees and assigns harmless from and against all liability, claims, damages, actions or losses caused by or arising from Your conduct in connection with:

   1. all losses or costs suffered or incurred byPayoak.net, including Disputes.

   2. any failure by You to pay fees.

   3. any failed or cancelled Escrow Transaction including for the avoidance of doubt any chargebacks from a card organization or reversal or nonpayment of any credit or debit entry.

   4. any misrepresentation, breach of contract or failure of consideration in relation to Your dealings with a Party including for the avoidance of doubt, any dispute(s).

   5. any failure by You to provide correct information to us.

   6. any failure by You to update Your personal or business contact information in accordance with these Terms.

   7. Any breach by You of Your obligations under or in connection with these Terms.

45. Communications Among Parties.

Unless otherwise agreed by all Parties or specified herein, all communications shall be via email and in alternative, phone number and with respect to Underlying Parties, to the last address provided in the user profile. All agreements separate from the Transaction Escrow Terms shall be in writing and signed by the affected Underlying Parties or Parties. The Underlying Parties shall use the website to verify the accuracy of all emails from Payoak.net. In accordance with the Nigerian Evidence Act 2011 and the Cybercrimes (Prohibition, Prevention, etc.) Act 2015, an electronic record shall be deemed sent when the information is properly addressed or directed to its intended recipient, and either: (a) enters an information processing system that is outside the control of the sender; or (b) enters a region of an information processing system under the recipient’s control. An Underlying Party unable to use the website after the Escrow Transaction has commenced may contact Payoak.net by telephone via the phone number displayed on Payoak.net website from 8:00 a.m. to 5:00 p.m. in Nigeria for alternative methods of signature and acknowledgment. The Parties shall only be required  to  employ  alternative  communication  methods  reasonable  under  the circumstances. In accordance with the Nigerian Communications Act 2003 and the Cybercrimes (Prohibition, Prevention, etc.) Act 2015, if Seller sells Merchandise by both electronic and non-electronic means, and a Buyer purchases Merchandise by an electronic transaction, the Buyer may refuse to conduct further transactions regarding the Merchandise by electronic means. In such a case, the Parties must acknowledge this arrangement; failing which, Payoak.net may terminate the Escrow Transaction.

46. Identification.

1. Payoak.net shall create, issue, and verify Digital IDs for all Underlying Parties. In accordance with these Terms and the Nigerian Evidence Act 2011 and the Cybercrimes (Prohibition, Prevention, etc.) Act 2015, Digital IDs shall be considered “electronic signatures” attributable to the person as if the Digital ID were the act of the person, and may be shown in any manner, including any security procedure employed for verification purposes.

2. Digital IDs are attached to all accepted electronic documents and notification emails. Buyer’s Digital ID is attached to all accepted documents when Buyer clicks the “Agree” button. Seller’s Digital ID is attached to all electronic documents when Seller clicks the “Agree” button and documents are transmitted from Seller to the website. A Broker’s Digital ID is attached to all accepted documents when the Broker initiates the Escrow Transaction by providing the initial email addresses of Buyer and Seller. Notwithstanding anything to the contrary, Payoak.net may require ink signatures on hard copy documents, including any or all the Transaction Escrow Terms.

3. Payoak.net is committed to adhering to all applicable Anti-Money Laundering and Terrorism Financing Laws. To comply with the regulatory obligations and global economic and other sanctions, we conduct screening and comply with the requirements of Applicable Law.

4. We will collect information about Your identity such as Your full name, date of birth, residential address, and identification number, where applicable and verify the information electronically or using documents we obtain from You.

5. For us to confirm Your identity electronically, we may disclose Your personal information to an identity verification service.

6. For a non-individual (such as a corporation, partnership, or trust), You must provide to us documents showing the legal existence of the entity.

7. While Your identity is being confirmed, or if we are unable to confirm Your identity, we may be unable to provide the requested Escrow Services.

47. Payoak.net ’s Rights; Disputes.

1. If Payoak.net believes that the Escrow Transaction violates the Payoak.net Terms of Service or may violate Applicable Law, then it may terminate the Escrow Transaction and, in Payoak.net ’s sole discretion, may seek relief in a judicial proceeding or take other actions it deems appropriate.

2. If any Dispute between the Underlying Parties is not resolved within a reasonable time, as determined by Payoak.net, or a conflicting demand is made upon it, Payoak.net may demand Arbitration or institute a judicial proceeding or take other actions it deems appropriate.

48. Authority

The natural person who clicks the “Agree” button on behalf of an Underlying Party certifies that he/she: (a) is of majority age in the jurisdiction in which he/she resides; (b) has read and agrees to be bound by the Payoak.net Terms of Service; and (c) has authority to act for the entity which he/she is representing.

49. No Representations or Warranties

Payoak.net makes no representation or warranty concerning, and assumes no responsibility for, the legality of the Underlying Transaction or the Escrow Transaction, the condition of the Merchandise purchased and sold, sufficiency of instruments conveying ownership, or agreements thereof. Payment of sales tax, utilities, performances of the Underlying Parties, transfer of insurance policies or warranties, legality of the Underlying Transaction and Escrow Transaction or legal effect thereof or any other matters not expressly covered in the Payoak.net Terms of Service are deemed outside of the Escrow Transaction, and neither Payoak.net nor any of its Affiliates shall have any responsibility thereof.

50. Entire Agreement/Conflict Resolution

1. The Payoak.net Terms of Service constitute the entire agreement among the Parties  concerning  the  subject  matter  thereof  and  supersede  any contemporaneous understandings, agreements, or communications concerning such subject matter.

2. If there is a conflict between the General Escrow Terms and Conditions and either the Transaction Escrow Instructions or any Supplemental Escrow Terms, the General Escrow Terms and Conditions shall control first, to the extent of such conflicting terms. In the event of a conflict between the General Escrow Instructions and these Terms, these Terms shall control first, to the extent of such conflicting terms.

3. Nothing in the Payoak.net Terms of Service is intended to affect the separate agreements between or among the Underlying Parties, and the separate agreements have no effect on Payoak.net.

51. No Third-Party Beneficiaries

Except as otherwise provided with respect to officers, directors, shareholders, employees and assigns of Payoak.net and its Affiliates, there are no intended third-party beneficiaries of the Payoak.net Terms of Service.

52. Survival

All provisions of the Transaction Escrow Terms that contemplate performance or abstention following termination of the Escrow Transaction, and all rights and remedies that accrue before termination, shall survive termination. This specifically includes, but is not limited to, the Dispute Resolution provisions of these Terms.

53. Governing Law; Jurisdiction; Forum Selection

1. These Terms and all other provisions of the Payoak.net Terms of Service shall be governed by and construed in accordance with the laws of Nigeria, specifically including the following statutes:

   • The Banks and Other Financial Institutions Act (BOFIA) 2020

   • The Nigerian Evidence Act 2011

   • The Cybercrimes (Prohibition, Prevention, etc.) Act 2015

   • The Central Bank of Nigeria (CBN) Guidelines

   • The Unclaimed Funds Trust Fund (Establishment) Act, 2021

without regard to the choice or conflicts of law provisions thereof. Should there be a conflict between buyer and seller, the seller's jurisdiction takes precedence for these Terms.

2. In any action to enforce or that otherwise concerns the Transaction Escrow Terms, including an action to confirm or vacate an Arbitration award, the Parties shall submit personal jurisdiction to the Nigerian courts and litigate exclusively in the courts where the merchandise is located.

54. Reasonable Attorneys’ Fees and Expenses

In any FORMAL LEGAL ACTION, lawsuit, or Arbitration to enforce or that otherwise concerns the Escrow Transaction or the Underlying Transaction, the prevailing Party shall recover its reasonable attorneys’ fees and expenses from the losing Party incurred in Arbitration, trial court, appellate, mediation, bankruptcy, any counterclaim to a lawsuit filed by the other party and proceedings to fix the reasonable amounts of attorneys’ fees and expenses. The Arbitrator shall award reasonable attorneys’ fees and expenses incurred in the Arbitration to the prevailing Party against the losing Party. Attorneys’ fees and expenses include fees and expenses of Payoak.net’s in-house counsel.

55. Severability

If any provision of the Transaction Escrow Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

56. Headings

Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

57. Force Majeure

If a Party’s performance of its obligations under the Payoak.net Terms of Service is impeded by any condition beyond that Party's reasonable control, including an act of God such as earthquake, hurricane, tornado, flooding, or other natural disaster, or in the case of war, action of foreign enemies, terrorist activities, labor dispute or strike, government sanction, blockage, embargo, or failure of electrical service or electronic or communication systems, or the similar conditions or epidemics, pandemics or outbreak of communicable disease; quarantines; international, national or regional emergencies; or any other cause, whether similar in kind to the foregoing or otherwise, beyond the party’s reasonable control (“Force Majeure Condition”), the affected Party will be excused from performance and shall resume performance promptly on cessation of the Force Majeure Condition, providing notice of the circumstances and updates to all other Parties.

58. Non-Waiver

Payoak.net’s failure to exercise or enforce any right or provision of the Transaction Escrow Terms shall not waive such right or provision unless agreed to by Payoak.net in writing.

59. Questions about the Services

You may inquire about payments made through the Escrow Service by Email or calling the Customer Care number that appears on the website or by filling out the customer service form (https://www.Payoak.net/contact-us). If You believe an error has been made or there has been any unauthorised use of Your Account or the Escrow Services, You agree to call or send an e-mail as soon as possible, but no later than forty-eight (48) hours after You become aware of an error. When You contact Payoak.net, please be prepared to provide Your name, Payoak.net reference number and the email address You have registered on the Payoak.net website.

60. Continuing Agreement

If you are a registered user of the website, each time you request the Escrow Services, it will constitute your agreement to these Terms, as amended from time to time at Payoak.net’s sole discretion, and will serve as evidence that you have read, understood, and accepted the then-applicable terms for using the Payoak.net platform.

61. Incorporation by Reference

The Payoak.net website Terms of Use, the Transaction Detail Screens, Limitations of Liability, and General Escrow Instructions are incorporated herein by this reference and the Parties rights and obligations are subject to those provisions.

62. Signature Confirmation by Parties to these Terms and Conditions

Each Parties’ respective acknowledgement to these Terms by acknowledgement of the same on the website constitutes each Party’s signature and agreement to these Terms.

63. State or Other Law Addendum

Although one or more the Underlying Parties and the Escrowed Property or Merchandise may be a citizen of and/or physically located in a location, venue or jurisdiction other than Nigeria, the Underlying Parties all represent and agree that the Escrow Transaction and Escrow Services are deemed to be coordinated and taking place in Nigeria.

64. Electronic Signatures

For purposes of the Payoak.net Terms of Service, “electronic signature” means any electronic sound, symbol, or process attached to or logically associated with a record that is executed and adopted with the intent to sign such record. Specifically, You agree that an electronic signature includes, without limitation, typing your name, or clicking a checkbox or button labeled “I agree” (or similar words). Additionally, You specifically agree that the electronic signatures included in these Terms are intended to authenticate the Payoak.net Terms of Service and have the same force and effect as manual signatures in accordance with, and to the fullest extent permitted by, the Nigerian Communications Act 2003 and the Cybercrimes (Prohibition, Prevention, etc.) Act 2015 and all similar laws.

65. Consent to Electronic Communications.

You understand and agree that Payoak.net may provide You all communications and documents, whether initiated by Payoak.net or requested by You, electronically as further explained below until You withdraw Your consent as provided in this section. Your consent applies to the Escrow Services and includes, but is not limited to the following types of communications and documents (collectively, “Communications”): all legal and regulatory disclosures, notices, and communications associated with our services; this agreement and any supplemental, additional, or modifying terms or agreements; privacy or data security notices and policies; responses to Your inquiries, complaints, claims, or any other communication; account statements and notices; any other written instrument, report, notice, or information required to be provided by the Payoak.net Terms of Service or Applicable Law. Notwithstanding Your consent to receive all Communications electronically, Payoak.net reserves the right to require You to provide Communications to Payoak.net on paper or in another format according to Payoak.net’s sole discretion.

Payoak.net reserves the right at its sole discretion to discontinue the provision of electronic Communications. Payoak.net will provide You with notice of any such discontinuation as required by Applicable Law. Additionally, Payoak.net reserves the right, but assumes no obligation, to provide paper instead of electronic copies of Communications that You have authorized Payoak.net to provide electronically. All Communications that Payoak.net provides electronically may be provided by email, on the website, through a mobile app, or by mobile phone text message if You have opted to receive such text messages.

In order to view and retain electronic Communications, You must have: (i) a computer, tablet, or mobile phone with access to the Internet and capable of running the latest supported version of Internet Explorer, Firefox, Safari, or Chrome; (ii) sufficient electronic storage capacity on Your computer or device or cloud storage account to receive Communications; (iii) an active email account; and (iv) access to a printer. By consenting to receiving Communications electronically, You also are confirming that You have the foregoing hardware and software and that you are able to receive and review electronic Communications.

You understand and agree that for purposes of the Payoak.net Terms of Service as well as any other legal purpose, electronic Communications from Payoak.net to You will be considered to have been delivered “in writing.” You should download and/or print a copy of any Communications for Your records.

You may withdraw Your consent to receive Communications electronically at any time. Your withdrawal of consent will become effective after Payoak.net has received written notice of Your withdrawal of consent and has had a reasonable opportunity to act upon it. To withdraw Your consent to receive Communications electronically You must contact us by email. If You withdraw consent, all prior Communications delivered electronically before You withdrew Your consent will remain valid, enforceable, and legally binding. However, You hereby acknowledge and agree that if You withdraw Your consent to receive Communications electronically, Your ability to access and use the Escrow Services will be terminated.

End of General Payoak.net Terms and Conditions.

Revised December 09, 2024 (the “Effective Date”).