Escrow Terms

Effective Date: August 10, 2026

Provider: OMAR BAY LLC, doing business as BAY (“ BAY,” “ Company,” “ we,” “ us,” or “ our ”)

These Escrow Terms govern BAY’s optional escrow services for certain transactions involving luxury watches and related items between users of the BAY platform, BAY-operated communities, or related services. These Escrow Terms are standalone terms and apply only when BAY expressly agrees to provide escrow for a specific transaction.

1. Overview

BAY primarily operates as a marketplace and community platform connecting buyers and sellers. BAY is not the seller or buyer in user-to-user transactions. Escrow is an optional, limited service that BAY may offer for selected transactions only after the parties and BAY affirmatively accept escrow for that specific transaction through a click-wrap acceptance, transaction-specific confirmation, or other express consent process designated by BAY.

Topic Core Rule
When escrow applies Only when BAY expressly confirms escrow for a specific transaction
BAY’s role Limited intermediary performing only the escrow functions expressly stated
What BAY is not Not the seller, buyer, broker, agent, appraiser, authenticator, insurer, shipper, customs broker, bank, lender, payment network, or guarantor
What BAY does May receive specified funds and/or items, hold them under agreed instructions, and release them under agreed release conditions
Default rule outside escrow Buyer and seller transact directly at their own risk
Conflict with other policies These Escrow Terms control for escrow-specific issues; otherwise the Terms of Service and Privacy Policy still apply

2. Acceptance and Transaction-Specific Application

2.1 Escrow Is Optional and Transaction-Specific

These Escrow Terms do not automatically apply to all marketplace or community activity. They apply only if:

2.2 BAY May Decline

BAY may refuse, suspend, or cancel escrow for any proposed or pending transaction, with or without explanation, to the extent permitted by law, including where BAY identifies:

2.3 No Escrow by Implication

Escrow will not arise by implication, course of dealing, community custom, private message, listing language, or user assumption. If BAY has not expressly accepted escrow for a transaction, and the parties have not affirmatively accepted the applicable Escrow Terms and Transaction Instructions through click-wrap or another transaction-specific consent process designated by BAY, then BAY is not acting as escrow agent or intermediary for that transaction.

3. Definitions

For these Escrow Terms:

4. BAY’s Limited Role

4.1 Limited, Ministerial Escrow Functions

For an approved escrow transaction, BAY’s duties are strictly limited to the functions expressly stated in:

Unless non-waivable law requires otherwise, BAY’s role is ministerial and contractual only. BAY undertakes no duties except those expressly stated.

4.2 No Expanded Relationship

By providing escrow, BAY does not become and does not agree to act as:

4.3 No Control Over Underlying Deal

The underlying purchase agreement remains solely between buyer and seller. BAY does not draft, negotiate, approve, or guarantee that agreement, and is not responsible for:

5. Eligibility and Identity Verification

5.1 Verification Rights

BAY may require either party, both parties, or any beneficial owner, authorized representative, or payment sender/recipient to provide information or documents for identity verification, fraud review, address confirmation, source-of-funds review, account review, or legal compliance.

5.2 Failure to Verify

If a party does not provide requested information in a timely and satisfactory manner, BAY may:

5.3 Third-Party Senders and Recipients

BAY may reject transactions where funds, instructions, or deliveries involve persons not clearly identified as the buyer, seller, or an approved authorized representative. BAY may utilize third-party financial institutions, payment processors, custodial providers, or escrow facilitators where appropriate.

5.4 No Guarantee From Verification

Any verification performed by BAY is limited and for BAY’s own risk-management purposes. Verification does not mean BAY has confirmed:

6. Escrow Setup and Instructions

6.1 Required Information

Before accepting escrow, BAY may require some or all of the following:

6.2 Written Instructions Control

BAY may rely on any written instruction, communication, invoice, confirmation, acceptance click, platform notice, or message that BAY reasonably believes came from an authorized party and reflects that party’s affirmative consent to the applicable escrow transaction. BAY has no duty to investigate beyond what BAY deems appropriate.

6.3 Incomplete or Conflicting Instructions

If instructions are incomplete, ambiguous, contradictory, or disputed, BAY may suspend action until BAY receives instructions satisfactory to it, a mutual written direction from the parties, or a final order, award, or settlement acceptable to BAY.

7. Funds

7.1 Accepted Payment Methods

BAY may specify acceptable funding methods for escrow. BAY may reject partial payments, split payments, third-party payments, cryptocurrency, cash, or any payment method it does not wish to accept.

7.2 Cleared Funds Requirement

BAY may treat funds as received only when actually credited and considered cleared, settled, and reasonably available in BAY’s discretion. BAY may delay shipment, release, or any other action until that occurs.

7.3 No Interest

Unless required by law or expressly agreed in writing, escrowed funds will not bear interest for the benefit of buyer or seller, and neither party is entitled to any investment return.

7.4 Reversals and Failed Payments

If any payment is reversed, recalled, disputed, charged back, returned, or later determined to be unauthorized or invalid, BAY may:

Release of funds by BAY does not mean BAY assumes the risk of later chargebacks or reversals.

8. Items and Physical Custody

8.1 Scope of Acceptance

BAY may agree to receive:

as specified in the Transaction Instructions.

8.2 Receipt of Packages

BAY’s receipt of a package means only that a shipment was delivered to the designated receiving location. It does not mean that BAY confirms:

8.3 No Duty to Inspect or Authenticate

Unless BAY expressly agrees otherwise in writing for a specific transaction, BAY has no duty to open, inspect, test, photograph, authenticate, appraise, certify, verify, or evaluate any item.

If BAY does inspect packaging, confirm visible contents, or communicate preliminary observations, that activity is informal and limited, and does not create any representation, certification, warranty, or professional opinion.

8.4 Storage and Handling

If BAY agrees to hold an item, BAY may store it using measures BAY considers appropriate under the circumstances. BAY is not an insurer and does not assume strict liability for loss or damage.

9. Authenticity, Title, and Item Disclaimers

9.1 No Authentication or Certification

BAY does not guarantee that any item is:

9.2 No Legal or Title Verification

BAY does not verify lawful ownership, title chain, provenance, export legality, import eligibility, sanctions status of the item, or whether an item is stolen, encumbered, restricted, or subject to seizure.

9.3 Buyer and Seller Responsibility

The buyer and seller are solely responsible for all due diligence, including:

10. Shipping, Delivery, Risk of Loss, and Insurance

10.1 User Responsibility for Shipping

Unless BAY expressly agrees otherwise in writing, the buyer and seller remain responsible for all shipping arrangements associated with their transaction, including:

10.2 Risk of Loss

As between BAY and the users, risk of loss, theft, delay, seizure, misdelivery, damage, or non-delivery in transit remains with the user parties, not with BAY, except to the extent directly caused by BAY’s gross negligence or willful misconduct and only where liability cannot be excluded by law.

10.3 Insurance

Each party is responsible for obtaining whatever shipping, cargo, property, or transaction insurance it wants or requires. BAY has no obligation to insure the item or funds for either party unless BAY expressly agrees in writing and the applicable fee is paid.

10.4 Lost or Damaged Packages

If a package is lost, damaged, tampered with, delayed, or misdelivered, BAY may suspend the transaction while the parties and carrier investigate. BAY may wait for carrier findings, claim outcomes, replacement instructions, or a joint written direction from buyer and seller before taking action.

10.5 Customs, Duties, Taxes, and Border Matters

BAY is not responsible for customs clearance, import/export legality, duties, tariffs, VAT, GST/HST, brokerage charges, declarations, seizures, or delays by border agencies. Those matters remain solely the responsibility of buyer and seller under their transaction agreement and applicable law.

11. Fees

11.1 Escrow Fees

BAY may charge escrow fees, wire fees, handling fees, verification fees, storage fees, return fees, dispute administration fees, or other transaction-related fees. Applicable fees may be stated in a fee schedule, invoice, payment page, or Transaction Instructions.

11.2 Non-Refundable Fees

Unless BAY expressly states otherwise in writing, fees are non-refundable once BAY has commenced work, review, intake, processing, shipment coordination, fraud screening, dispute handling, or record administration for the transaction.

11.3 Unpaid Amounts

BAY may refuse to release funds or items until all amounts owed to BAY in connection with the transaction are paid.

12. Release Conditions

12.1 Release Only Under Stated Conditions

BAY will release escrow property only when the applicable Release Conditions have been satisfied, waived, or otherwise resolved to BAY’s satisfaction.

12.2 Common Release Triggers

Depending on the transaction, Release Conditions may include one or more of the following:

12.3 BAY May Rely on Objective Evidence

BAY may rely on information such as:

BAY is not required to conduct an evidentiary hearing or independent investigation before deciding whether to release, continue holding, or return escrow property.

13. Inspection Period

13.1 Optional Only

An inspection period applies only if expressly stated in the Transaction Instructions. If none is stated, BAY may treat the transaction as having no inspection period.

13.2 Start of Inspection Period

Unless otherwise specified, any inspection period begins when the carrier records delivery of the item to the buyer’s designated delivery address.

13.3 Limited Purpose

An inspection period, if offered, exists solely to allow the buyer to determine whether the delivered item materially conforms to the item the buyer and seller agreed upon. It does not create any duty by BAY to inspect, authenticate, or adjudicate quality.

13.4 Buyer Notice of Rejection

If the buyer wishes to dispute or reject during the inspection period, the buyer must provide notice to BAY before the inspection period expires, together with any information BAY requests. BAY may disregard untimely notices.

13.5 No Automatic Buyer Remedy

A buyer dispute does not automatically entitle the buyer to a refund, and seller objection does not automatically entitle the seller to release. BAY may hold escrow property pending further instructions or resolution under these Escrow Terms.

14. Cancellations, Returns, and Failed Transactions

14.1 Before Completion

Before release, BAY may cancel or unwind a transaction if:

14.2 Return of Item or Funds

If escrow is canceled or a transaction fails, BAY may return funds, items, or both to the originating or otherwise appropriate party, less fees, costs, deductions, offsets, or amounts BAY is required or permitted to withhold.

14.3 Return Conditions for Items

BAY may condition any return of an item on:

15. Disputes Between Buyer and Seller

15.1 BAY Is Not a Judge

BAY is not a court, arbitrator, appraiser, or expert tribunal. BAY may, but is not required to, request information from the parties in order to decide whether to continue holding escrow property, release it, return it, or require a formal resolution.

15.2 Hold Pending Resolution

If BAY receives conflicting claims or becomes aware of a dispute, BAY may hold the escrow property until one of the following occurs:

15.3 Interpleader or Similar Relief

Where permitted by law, BAY may seek interpleader, declaratory relief, deposit property with a court, or take similar action if competing claims exist. The parties will be responsible for BAY’s reasonable costs, expenses, and legal fees associated with such action to the extent permitted by law.

16. Fraud Review, Suspicious Activity, and Compliance

16.1 Review Rights

BAY may monitor, review, pause, or refuse any transaction involving suspected:

16.2 Cooperation

Each party must cooperate with reasonable fraud-prevention, compliance, and security requests, including requests for clarification, documents, or confirmations.

16.3 Sanctions and Legal Restrictions

Users represent that they are not prohibited from using BAY’s services under applicable sanctions, trade restrictions, anti-money-laundering controls, or other applicable laws. BAY may block, reject, freeze, return, or report transactions where BAY believes legal restrictions may apply.

16.4 Reporting and Disclosure

BAY may preserve, use, and disclose transaction information, identity information, communications, and supporting records where BAY reasonably believes such action is necessary to investigate fraud, enforce its agreements, protect users, comply with law, respond to legal process, or protect BAY’s rights.

17. User Representations and Responsibilities

Each party represents, warrants, and agrees that:

18. Communications and Electronic Instructions

18.1 Electronic Communications

The parties consent to transact electronically with BAY. BAY may communicate by email, platform notice, direct message, SMS, messaging app, or other contact method associated with the account or transaction.

18.2 Reliance

BAY may rely on communications and instructions that appear to come from the buyer, seller, or their authorized representative, unless BAY has actual notice to the contrary.

18.3 User Duty to Protect Accounts

Users are responsible for securing their devices, passwords, email accounts, and communication channels. BAY is not responsible for losses caused by compromised accounts, phishing, spoofed communications, or unauthorized access not directly caused by BAY.

19. Record Retention and Privacy

19.1 Retention

BAY may retain escrow-related records, including identity verification records, transaction logs, communications, payment records, shipping information, dispute files, moderation records, and fraud-prevention notes for as long as reasonably necessary for:

19.2 Privacy

Personal information collected or used in connection with escrow is governed by BAY’s Privacy Policy, as updated from time to time, except where these Escrow Terms more specifically address escrow-related processing.

20. No Warranties

To the fullest extent permitted by law, BAY provides escrow services “as is” and “as available.” BAY disclaims all express or implied warranties, including any implied warranty of:

BAY does not warrant that any transaction will close, any party will perform, any payment will be final, or any item will be genuine, lawful, complete, or free from defects.

21. Limitation of Liability

21.1 Excluded Damages

To the fullest extent permitted by law, BAY and its owners, officers, directors, employees, contractors, affiliates, agents, and service providers will not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or enhanced damages, including lost profits, lost opportunity, reputational harm, loss of use, loss of data, diminution in value, or emotional distress, arising out of or relating to escrow services, even if advised of the possibility of such damages.

21.2 Liability Cap

To the fullest extent permitted by law, BAY’s total aggregate liability arising out of or relating to a specific escrow transaction will not exceed the lesser of:

If applicable law does not allow that cap, BAY’s liability will be limited to the maximum extent permitted by law.

21.3 Essential Basis

The parties acknowledge that BAY’s fees reflect these risk allocations and liability limits, and that BAY would not offer escrow on the same terms without them.

22. Indemnification

Each user agrees to defend, indemnify, and hold harmless BAY and its owners, officers, directors, employees, contractors, affiliates, agents, and service providers from and against any claims, demands, actions, proceedings, losses, liabilities, damages, judgments, settlements, penalties, fines, taxes, costs, and expenses, including reasonable legal fees, arising out of or relating to:

This indemnity does not apply to the extent a claim is finally determined to have been caused solely by BAY’s gross negligence or willful misconduct where such limitation is prohibited by law.

23. Suspension, Refusal, and Setoff

BAY may suspend, hold, offset, deduct, or refuse release of escrow property where BAY reasonably believes it is necessary to:

24. Relationship to Terms of Service and Privacy Policy

These Escrow Terms are incorporated into and supplement BAY’s Terms of Service / Marketplace Agreement and Privacy Policy. By requesting or affirmatively accepting escrow for a specific transaction, each party agrees to all applicable BAY policies.

If there is a conflict:

1. the Transaction Instructions control for the specific escrow transaction to the extent expressly accepted by BAY;

2. then these Escrow Terms control for escrow-specific matters;

3. then the Terms of Service / Marketplace Agreement applies; and

4. the Privacy Policy governs privacy matters.

25. Amendments

BAY may amend these Escrow Terms from time to time by posting updated terms or otherwise providing notice. The version in effect when BAY accepts a specific escrow transaction will generally apply to that transaction unless:

26. Governing Law and Dispute Resolution

26.1 Governing Law

Except to the extent prohibited by mandatory law, these Escrow Terms are governed by the laws of the State of Wyoming, United States, without regard to conflict-of-law principles.

26.2 Arbitration

Except where prohibited by mandatory law, any dispute, claim, or controversy arising out of or relating to these Escrow Terms or BAY’s escrow services will be resolved by binding arbitration administered under the applicable rules of the American Arbitration Association (AAA), in English.

26.3 Venue

Unless mandatory law requires otherwise, the seat and venue of arbitration will be Wyoming, United States, and judgment on the award may be entered in any court of competent jurisdiction.

26.4 Canadian Consumer-Rights Savings

If a user resides in Canada, nothing in these Escrow Terms is intended to waive, limit, or exclude any non-waivable consumer, privacy, or other statutory rights available under applicable Canadian federal or provincial law. To the extent arbitration, forum, waiver, or liability-limitation language is prohibited or unenforceable under mandatory Canadian law, that language will be enforced only to the maximum extent permitted, and the remainder of these Escrow Terms will continue in effect.

For Quebec residents, nothing in these Escrow Terms limits any mandatory rights under the Civil Code of Quebec, the Consumer Protection Act, or applicable privacy legislation.

26.5 Injunctive or Protective Relief

Nothing prevents BAY from seeking temporary, preliminary, or equitable relief, including to protect property, records, confidential information, intellectual property, or user safety, in any court of competent jurisdiction.

27. Miscellaneous

27.1 Severability

If any provision of these Escrow Terms is found unenforceable, that provision will be enforced to the maximum extent permitted and the remainder will remain in effect.

27.2 No Waiver

BAY’s failure to enforce any provision is not a waiver of that provision or any other provision.

27.3 Assignment

Users may not assign or transfer their rights or obligations under these Escrow Terms without BAY’s prior written consent. BAY may assign its rights and obligations in connection with a merger, sale, restructuring, financing, or transfer of assets or operations.

27.4 Entire Agreement for Escrow

For each approved escrow transaction, these Escrow Terms together with the applicable Transaction Instructions and incorporated BAY policies form the entire agreement between BAY and the parties regarding that escrow service.

27.5 English Language

The English version of these Escrow Terms controls to the extent permitted by law, unless BAY expressly provides an alternate controlling version.

28. Contact

For escrow-related questions, notices, or transaction communications, contact BAY through the contact method designated on the platform or in the applicable transaction instructions.

By affirmatively requesting or accepting BAY’s escrow service for a specific transaction, including through click-wrap acceptance or another transaction-specific consent process designated by BAY, and before sending funds or items into escrow or otherwise using BAY’s escrow service for that transaction, the buyer and seller each acknowledge that they have read, understood, and agreed to these Escrow Terms.