Terms and Conditions for Middles Man
Effective Date: 02/01/2025
1. Introduction
Welcome to Middles Man (“Middles Man,” “we,” “us,” or “our”). Middles Man offers escrow services globally through various subsidiaries based on your location. These Terms and Conditions (“Terms”) govern your use of our services provided via our website middlesman.com (“Site”) and any associated platforms or applications. By accessing or using our services, you agree to be bound by these Terms. If you do not agree to these Terms, please refrain from using our services.
2. Definitions and Interpretation
2.1 Definitions
- Account: A Middles Man account of a Buyer, Seller, or Broker to which payments will be credited and from which payments will be debited.
- Affiliate: An entity that is, directly or indirectly, controlling, controlled by, or under common control with Middles Man.
- Applicable Law: All laws, regulations, payment network rules, and automated clearinghouse rules applicable to the services provided under these Terms, including all orders, judgments, or written directives of any court or governmental entity with authority over the Parties, services, or transactions subject to these Terms.
- Arbitration Commencement Period: The fourteen (14) calendar day period commencing at the conclusion of the Negotiation Period.
- Broker: A person or entity offering to broker personal property or services for sale through the Site.
- Business Day: Monday through Friday between the hours of 8:00 a.m. and 4:00 p.m., excluding legal holidays observed by Middles Man.
- Buyer: A person or entity desiring to purchase personal property or other services from a Seller using the Site.
- Buyer Inspection Period: The Inspection Period applicable to Buyer as specified herein.
- Close of Middles Man: Consummation of the Middles Man Transaction.
- Dispute Date: The date of Seller’s rejection or return of the Merchandise, Middles Man’s rejection of the Merchandise on behalf of Seller if Seller is unable to access the Site, or the notification by a Party to another Party of any dispute, claim, disagreement, or breach related to these Terms or an Escrow Transaction.
- Middles Man Fees: The fees due to Middles Man for the Services.
- Middles Man Funds: Funds held in escrow with Middles Man.
- Middles Man Instructions: The entire set of instructions, terms, conditions, and details governing an Escrow Transaction, comprised of: (i) the General Escrow Instructions applicable to all Escrow Transactions; (ii) the Transaction Escrow Instructions agreed to by the Underlying Parties when arranging an Underlying Transaction; and (iii) any Supplemental Escrow Instructions subsequently agreed to by the Parties.
- Middles Man Property: Escrowed Funds or other items held in escrow by Middles Man.
- Middles Man Services: The transaction management and escrow services provided by Middles Man, including the holding of Escrowed Funds or Escrowed Property.
- Middles Man Transaction: The portion of a transaction involving Escrow Services provided by Middles Man, which may include the holding and release of Escrowed Funds or Escrowed Property in accordance with the Escrow Instructions and these Terms.
- General Escrow Instructions: The instructions and terms published on the Site applicable to all Escrow Transactions.
- Inspection Period: The period by which Buyer or Seller must inspect the subject property, as applicable.
- Merchandise: Any item of tangible goods or property transacted on Middles Man’s Site, including certain intangible goods or property such as domain names, IPV4 addresses, pre-written computer software, source codes, intellectual property, and any other property approved by Middles Man.
- Milestone Transaction: Transactions relating to services provided by a Seller.
- Negotiation Period: Fourteen (14) calendar days beginning with the Dispute Date.
- Parties: Middles Man and the Underlying Parties.
- Personal Property: Any movable thing or intangible item of value that can be owned by a natural individual or a legal entity, excluding real property.
- Prohibited Transaction: Any transaction or attempted transaction described in Section 5 below.
- Seller: A person or entity offering property or services for sale as permitted under these Terms and desiring to use the Site to close the sale.
- Seller Inspection Period: The Inspection Period applicable to Seller as specified herein.
- Seller Services: Services offered for sale by a Seller, including physical labor or activity, artistic labor or activity, consultation or advice services, systems for providing services such as transportation, communications, utilities, and providing something of value other than a physical tangible product.
- Site: Middles Man’s website at www.middlesman.com.
- Supplemental Escrow Instructions: Any instruction, condition, or term agreed to by the Underlying Parties after Buyer and Seller (and Broker when applicable) complete the initial Transaction Middles Man Instructions to govern an Underlying Transaction. This includes new supplemental instructions or conditions, modifications or amendments to the initial Transaction Middles Man Instructions, and changes to the Transaction Detail Screens. Supplemental Middles Man Instructions must be agreed to in writing and signed by all parties (Buyer, Seller, Middles Man, and Broker when applicable).
- Transaction Detail Screens: The screens on the Site containing the details of the Underlying Transaction provided by the Underlying Parties.
- Transaction Escrow Instructions: 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.
- Underlying Parties: Buyer, Seller, and Broker (if applicable).
- Underlying Transaction: The transaction between Buyer, Seller, and Broker (if applicable) for the sale of Merchandise or Seller Services, for which the Underlying Parties engage Middles Man for Escrow Services.
- User: One of the Underlying Parties using the Site in connection with an actual or proposed Underlying Transaction.
2.2 Rules of Interpretation
- Discretion: Middles Man’s sole and absolute discretion.
- Consent: A Party’s prior written consent, which Middles Man may give or withhold at its discretion.
- Including: “Including but not limited to.”
- Singular/Plural: References to the singular include the plural and vice versa as context requires.
- Time of Day: United States Pacific Time.
- Buyer and Seller: Include the Broker if a Broker is expressly authorized by a Seller or Buyer to act on their behalf.
- Currency: U.S. dollars or any other currency expressly accepted by all relevant Parties.
- Days: Business Day unless otherwise indicated.
- Good Faith: Honesty in fact in the conduct concerned, measured subjectively.
- Communication Language: All communications relating to an Underlying Transaction or Escrow Transaction shall be in English.
3. Agreement to Conduct Escrow Transaction by Electronic Means
By registering for and participating in the Services, the Underlying Parties agree with Middles Man to conduct the Middles Man Transaction by electronic means under applicable laws.
4. Description of the Middles Man Service
Middles Man provides internet-based transaction management services as an escrow agent on behalf of Buyer and Seller in connection with the sale of property or services. These services facilitate the completion of the Underlying Transaction in accordance with these Terms. The Underlying Parties represent and agree that the Escrow Transaction and Escrow Services are being coordinated and taking place within the jurisdiction where Middles Man operates.
5. Limits on the Middles Man Services
Middles Man Services are available only for lawful Merchandise, Seller Services, and Underlying Transactions. Middles Man may, at its sole discretion, decline or prohibit any Underlying Transaction. Only registered Users may use the Escrow Services, and registration requires providing all necessary information. Applicable Laws may further limit the Escrow Services.
6. Prohibited Transactions
Users shall not use or attempt to use the Site or the Middles Man Services in connection with any Underlying Transaction that:
- Is illegal or involves illegal items or purposes.
- Involves obscene material.
- Involves munitions or firearms.
- Involves pirated software, DVDs, videos, or items infringing copyrighted works.
- Involves illegal drugs, controlled substances, alcohol, or tobacco products.
- Involves the sale or transfer of liquor licenses, fund or joint control escrows, refinancing of reservations or promissory notes, mortgages, or deeds of trust.
- Is primarily for exchanging currencies, including digital currencies.
- Involves transactions with persons or entities prohibited by sanctions and export controls administered by relevant authorities.
Middles Man reserves the right to refuse or terminate any Underlying Transaction that it believes may be unauthorized, violate Applicable Law, or breach these Terms. Users agree to indemnify Middles Man for any losses resulting from unauthorized or prohibited use of the Escrow Services.
7. Rejection of Payment
Middles Man is not liable if an Middles Man Transaction is not completed due to limitations imposed by financial institutions or Applicable Law. Middles Man may post and change operating rules or payment terms on the Site.
8. General Conditions of Use
If you access the Site through linked entities or third parties (e.g., auctions, exchanges), you authorize such third parties to transfer relevant data to Middles Man to facilitate the Escrow Transaction. You represent that all information provided is true, accurate, and complete, and you must update Middles Man of any material changes. To initiate an Escrow Transaction, you must register for an Account and complete the Escrow Services application as instructed on the Site. Middles Man may accept or reject your application at its discretion.
9. Obligations of Sellers
Sellers must designate an Account for receiving payments and authorize Middles Man to credit and debit this Account as necessary. Sellers must deliver the agreed Merchandise directly to the Buyer using a delivery service that provides confirmation of delivery. Sellers must provide Middles Man with tracking or reference numbers for shipments and notify Middles Man upon shipment. Failure to notify Middles Man within ten (10) calendar days may result in the return of Escrowed Funds to the Buyer.
If Merchandise is returned by the Buyer, Sellers must notify Middles Man and enter an inspection period. Acceptance or rejection by the Seller within the inspection period determines the disbursement of Escrowed Funds. If the Seller rejects the returned Merchandise, Middles Man will retain the Escrow Funds pending dispute resolution or take other authorized actions.
10. Obligations of Buyers
Buyers must designate a payment mechanism and ensure that funds are available for deposit into escrow. Buyers may use various payment methods, including credit/debit cards, checks, money orders, or wire transfers. Buyers authorize Middles Man to initiate credit or debit transactions to obtain purchase prices and fees. Middles Man will deposit funds into an escrow trust account and may hold funds in interest-bearing accounts upon mutual agreement and with applicable fees.
Buyers must inspect received Merchandise within the Inspection Period and notify Middles Man of acceptance or rejection. Upon acceptance, Middles Man will transfer funds to the Seller’s Account. If the Buyer fails to respond, Middles Man may deem the Merchandise accepted and release funds accordingly.
11. Obligations of Brokers
Brokers must register on the Site and designate a payment mechanism for their commissions. Brokers authorize Middles Man to credit their Accounts for commissions and debit their payment mechanisms as necessary. Brokers must provide Buyer and Seller contact information and transaction details. Brokers represent that they are authorized to act on behalf of the Parties and may not rely on Middles Man for verification of authorization.
12. Middles Man’s Responsibilities
Middles Man is obligated to perform only the duties described in these Terms. Middles Man is not liable for errors in judgment, acts taken or not taken, or mistakes of fact or law, except in cases of gross negligence or willful misconduct. Middles Man may rely on communications from Users without further verification and is not responsible for verifying representations by Buyers, Sellers, or Brokers regarding ownership or rights to Escrowed Property or Merchandise.
13. Resignation
Middles Man may notify Parties of its intent to resign as escrow agent. If a substitute escrow agent is not designated within ten (10) days, Middles Man may deposit Escrowed Funds with a court of competent jurisdiction. If a substitute agent is designated, Middles Man will transfer Escrowed Funds to the substitute and be released from duties and liabilities.
14. Canceling a Transaction
If an Underlying Transaction cannot be completed, Middles Man will notify Parties via email. Middles Man may cancel any Underlying Transaction if Parties fail to agree on terms as required. Users may cancel transactions as provided in these Terms.
15. Statements and Verification
All disclosures and communications regarding these Terms and Escrow Services shall be made via email or on the Site unless otherwise arranged. Middles Man may request additional information for verification, authentication, or business purposes.
16. Digital Identification
Middles Man will create, issue, and verify Digital IDs for each User, which serve as valid electronic signatures. Digital IDs are attached to all accepted electronic documents and notification emails. Digital IDs are considered equivalent to manual signatures and comply with applicable electronic transaction laws.
17. Fees
Middles Man charges fees for Escrow Services as disclosed on the Site at the time of agreement. Fees are non-refundable once paid and may change at Middles Man’s discretion. Middles Man is not responsible for any governmental taxes or levies imposed on transactions.
17.1. Interest on Overdue Fees
Unpaid fees will accrue interest at 2% per month or the maximum rate permitted by law, whichever is lower, from the due date until paid in full.
18. Taxes
Some fees may be subject to applicable taxes. Unless noted otherwise, fees are exclusive of taxes. Middles Man may report transactions to tax authorities as required by law.
19. Invoices
Middles Man may issue invoices for its fees but is not responsible for providing invoices for underlying transactions. Sellers must obtain invoices for their transactions directly.
20. Data Security
Middles Man employs secure sockets layer (“SSL”) for data encryption, server authentication, and message integrity. Access to accounts is protected by user IDs and passwords, which Users must keep confidential.
21. Acknowledgement of Risk
Use of Middles Man’s Escrow Services is at your sole risk. Services are provided “as is” and “as available.”
22. Disclaimers
Middles Man makes no warranties regarding the underlying transaction or services. Middles Man disclaims all express and implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. Middles Man is not liable for any guarantees, warranties, or representations offered by Sellers.
23. Limitation of Liability
To the fullest extent permitted by law, Middles Man and its affiliates exclude and disclaim liability for any losses and expenses of any kind, including indirect, incidental, special, consequential, or punitive damages, related to your use of the Site or Services. Middles Man’s total liability shall not exceed the fees paid by you for the Escrow Services.
24. Termination of Services
Middles Man may suspend or terminate your use of the Site or Escrow Services at any time, without notice, for any reason. You remain liable for all Escrow Transactions initiated before termination and must fulfill your obligations, including payment and delivery of Merchandise or Services.
25. Non-Transferability of Services by Users
You may not assign these Terms or any Escrow Transaction to another person or entity without Middles Man’s prior written consent. Any unauthorized assignment is null and void.
26. Modifications
Middles Man reserves the right to change any portion of these Terms at any time without prior notice, provided that such changes do not apply to Escrow Transactions already agreed upon. The most recent version of the Terms will be available on the Site.
27. Notices
Notices from Middles Man to you will be given by email or by general posting on the Site. You may contact Middles Man by filling out the customer support form or using the designated email address on the Site.
28. Miscellaneous
In the event of any dispute, claim, breach, or disagreement arising from these Terms or an Escrow Transaction, you agree to resolve it as set forth in these Terms. These Terms are governed by the laws of the relevant jurisdiction where Middles Man operates. These Terms constitute the entire agreement between Middles Man and you regarding your use of the services.
29. Assignment
Middles Man may assign these Terms to any affiliated company or successor in interest and delegate certain rights and responsibilities to third parties.
30. Middles Man Instructions
Once Buyer and Seller (and Broker when applicable) agree to identical Transaction Detail Screens, these instructions constitute a binding agreement. No blank spaces shall exist on the Transaction Detail Screens when the Parties agree. Supplemental Escrow Instructions must be executed in writing and agreed upon by all Parties. Middles Man reserves the right to reject any Supplemental Escrow Instructions and terminate the Escrow Transaction as provided herein.
31. General Description of Services
Underlying Parties may enter transactions for the sale and purchase of various types of personal property or services, excluding those prohibited. Parties must log onto the Site daily to confirm transaction statuses. Acceptance or rejection of Merchandise must be done through the Site to ensure proper record-keeping.
32. Shipping and Tracking of Purchased Items
Upon receipt of Buyer’s cleared funds, Sellers will be instructed to ship Merchandise to Buyer. Sellers must use shipping methods that provide tracking information and must notify Middles Man upon shipment. The Buyer Inspection Period begins upon Buyer’s acknowledgment of receipt or verification of delivery. Failure to ship within the required period may result in a refund of Escrowed Funds to the Buyer, minus fees. International transactions may involve additional responsibilities for duties and customs fees.
33. Buyer’s Acceptance; Disbursement of Funds
During the Buyer Inspection Period, Buyers must accept or reject Merchandise through the Site. Acceptance triggers Middles Man to transfer funds to the Seller’s Account. If Buyers fail to respond, Middles Man may deem Merchandise accepted and release funds accordingly. Specific procedures apply for specialized items like IPv4 Numbers, where acceptance conditions may vary.
34. Buyer Rejection Process
Buyers may reject Merchandise within the Inspection Period by following procedures on the Site. Rejected Merchandise must be returned to the Seller within ten (10) calendar days. Failure to return Merchandise timely authorizes Middles Man to release funds to the Seller, minus fees. Specialized procedures apply for items like domain names and IPv4 Numbers.
35. Authentication Services
For transactions referred from external online marketplaces with authentication services, Middles Man incorporates those marketplace’s authentication rules. Middles Man is not liable for losses resulting from engagement with external marketplaces or authentication services. Decisions by authentication services influence Escrow Transactions but do not affect Inspection Period rights.
36. Shipping and Tracking of Returned Item
Upon Merchandise rejection, Buyers must ship returned items to Sellers following Site guidelines. Sellers must confirm receipt within a specified period. Failure to comply authorizes Middles Man to release funds to Sellers. Specialized conditions apply for items like IPv4 Numbers.
37. Seller’s Acceptance or Rejection of Return; Disbursement of Funds
Sellers must accept or reject returned Merchandise within the Inspection Period. Acceptance or failure to respond results in funds being disbursed to Buyers. Rejection initiates negotiation or arbitration processes. Specific procedures apply for items like IPv4 Numbers.
38. Cancellation
Either Party may request cancellation of an Escrow Transaction under certain conditions. Middles Man retains the right to cancel transactions for various reasons, including failure to agree on terms. Specialized cancellation procedures apply for items like IPv4 Numbers.
39. Middles Man Transactions Involving a Broker
Brokers must register and provide necessary transaction details. Upon confirmation of funds, Middles Man instructs Sellers to transfer Merchandise. Disbursements include commissions to Brokers. Brokers are not entitled to commissions in case of cancellations unless stipulated in Transaction Escrow Terms.
40. Dispute Resolution
Disputes between Underlying Parties must be notified to Middles Man and attempted to be resolved amicably. Unresolved disputes proceed to binding arbitration as per these Terms. Arbitration rules detail the process, including the selection of arbitrators, venue, and allocation of costs. Middles Man is not a party to arbitration unless voluntarily involved.
41. Integrated Affiliate
Entities integrated with the Site for data transmission are considered integrated affiliates and are bound by the Middles Man Instructions and Supplemental Escrow Instructions upon agreement by all Parties.
42. Time Limits
Middles Man may extend Inspection Periods if necessary and notify Parties accordingly. If the Site is unavailable, Parties must contact Middles Man within specified time limits to notify of acceptance or rejection. Proper notification ensures effective handling of transactions.
43. Payments
Middles Man Funds are disbursed following acceptance or resolution of disputes. Overpayments are reimbursed, and underpayments must be returned with associated fees. Payment methods include credit/debit cards, checks, money orders, and wire transfers. Specific rules apply for ACH payments, ensuring compliance with applicable laws and preventing unauthorized transfers. Chargebacks or stopped payments may result in penalties and indemnification obligations.
44. Escrowed Funds
Middles Man Funds are held in non-interest-bearing accounts with insured institutions. Funds do not earn interest unless mutually agreed upon, subject to applicable fees. Middles Man ensures compliance with relevant financial codes and regulations.
45. Unclaimed Funds
Unclaimed Middles Man Funds are handled in accordance with Applicable Law, including escheatment procedures.
46. Changes to Contact Information
Users must promptly notify Middles Man of any changes to their contact information to ensure accurate records and effective communication.
47. Indemnification
Underlying Parties indemnify Middles Man and its affiliates against any claims, damages, liabilities, and expenses arising from the use of Middles Man Services, violation of Terms, or breach of agreements. This includes non-payment, chargebacks, and misrepresentations.
48. Communications Among Parties
All communications shall be via email or the Site unless otherwise agreed. Agreements outside of Transaction Escrow Terms must be in writing and signed by affected Parties. Electronic records are deemed sent when they enter the recipient’s information processing system. Alternative communication methods may be arranged if necessary.
49. Identification
Middles Man creates, issues, and verifies Digital IDs for all Users, serving as electronic signatures. Users must provide accurate identity information and may be required to verify their identity through additional documentation. Entities must provide legal existence documents. Identity verification is essential for accessing Escrow Services.
50. Middles Man’s Rights; Disputes
Middles Man may terminate Escrow Transactions that violate Terms or Applicable Law and may seek legal relief as necessary. In unresolved disputes, Middles Man may demand arbitration or initiate judicial proceedings.
51. Authority
Individuals agreeing to these Terms certify that they are of majority age, have authority to bind the represented entity, and have read and agree to these Terms.
52. No Representations or Warranties
Middles Man makes no representations or warranties regarding the legality of transactions, condition of Merchandise, or ownership rights. Responsibilities outside of these Terms are not assumed by Middles Man.
53. Entire Agreement/Conflict Resolution
These Terms constitute the entire agreement between Middles Man and Users regarding the use of services, superseding all prior agreements. In case of conflicts between different sections, specific instructions outlined herein take precedence.
54. No Third-Party Beneficiaries
Except for Middles Man’s affiliates and respective officers, there are no intended third-party beneficiaries of these Terms.
55. Survival
Provisions related to performance following termination, dispute resolution, and rights accrued before termination survive the end of Middles Man Transactions.
56. Governing Law; Jurisdiction; Forum Selection
These Terms are governed by the laws of the jurisdiction where Middles Man operates. Disputes are subject to the exclusive jurisdiction of the courts in that jurisdiction. Venue selection is mandatory and not permissive.
57. Reasonable Attorneys’ Fees and Expenses
In legal actions or arbitration to enforce these Terms, the prevailing Party is entitled to recover reasonable attorneys’ fees and expenses from the losing Party. This includes fees for Middles Man’s in-house counsel.
58. Severability
If any provision of these Terms is held invalid or unenforceable, the remaining provisions continue in full force and effect.
59. Headings
Headings are for reference purposes only and do not define or limit the scope of sections.
60. Force Majeure
Parties are excused from performance due to conditions beyond their reasonable control, such as natural disasters, war, strikes, government actions, or other similar events. Performance resumes promptly after the cessation of the force majeure condition.
61. Non-Waiver
Middles Man’s failure to enforce any provision of these Terms does not waive future enforcement of that or any other provision unless agreed upon in writing.
62. Questions about the Services
For inquiries about payments or concerns regarding your Account or Middles Man Services, contact Middles Man via the customer support form on the Site or through the designated email address.
63. Continuing Agreement
Registered Users agree to these Terms each time they request Middles Man Services, indicating acceptance of the most current Terms as posted on the Site.
64. Incorporation by Reference
Middles Man’s Site Terms of Use, Privacy Policy, General Escrow Instructions, and any Transaction Middles Man Instructions are incorporated by reference and form part of these Terms.
65. Signature Confirmation by Parties to these Terms and Conditions
Acknowledgment of these Terms on the Site constitutes each Party’s signature and agreement to the Terms.
66. Domain Names Addendum
Domain Name Transactions
This Addendum applies exclusively to transactions involving domain names. Middles Man releases Middles Man Funds only upon confirmation of domain name transfer or Buyer’s acceptance within the Inspection Period. Sellers must provide necessary domain transfer credentials and comply with transfer procedures. Specialized processes, such as the Concierge Process, may be available for domain-only transfers, bypassing Inspection Periods.
67. IPv4 Numbers Addendum
IPv4 Number Transactions
This Addendum applies exclusively to transactions involving IPv4 Numbers, which are deemed personal property. Parties must identify the relevant Regional Internet Registries (RIRs) involved in the transfer. The Buyer Inspection Period commences upon verification of transfer. Funds are disbursed upon completion of transfer or expiration of the Inspection Period.
68. Motor Vehicle Transactions Addendum
Motor Vehicle Transactions
This Addendum applies exclusively to transactions involving motor vehicles. Middles Man facilitates the purchase and sale but does not determine legal ownership or verify titles. Buyers and Sellers must independently verify lien balances and comply with DMV requirements for title transfer. Middles Man does not take possession of motor vehicles and is not responsible for their transfer or title processing.
69. State or Other Law Addendum
Other State Laws
This Addendum applies to Transactions governed by laws of states other than the primary jurisdiction where Middles Man operates. Specific provisions ensure compliance with local financial codes and regulations.
70. Electronic Signatures
Electronic signatures include typing your name or clicking an “I agree” button. These signatures are as legally binding as manual signatures and comply with applicable electronic transaction laws.
71. Consent to Electronic Communications
You agree to receive all communications and documents electronically. This includes legal notices, account statements, and responses to inquiries. You must have the necessary technology to access electronic communications. You may withdraw consent at any time, which will terminate your ability to use Middles Man Services.
Contact Us
If you have any questions or concerns about these Terms or our Middles Man Services, please contact us:
- By Email: support@middlesman.com
For individuals in the European Union, our Privacy Officer also serves as our Data Protection Officer (DPO). If you are located in the EU and wish to lodge a complaint regarding our handling of your personal data, you may contact your local Data Protection Authority (DPA). A list of DPAs is available at EU Data Protection Authorities.
