ESCROW SERVICES AGREEMENT
Exhibit 8
This
Escrow Services Agreement (this “Agreement”) is made
and entered into as of January 17, 2017, by and between Issuer
Direct Corp., a Delaware corporation (“Issuer Direct”
or “Escrow Agent”), and iConsumer Corp, a Delaware
Corporation (“Issuer”).
RECITALS
WHEREAS,
Issuer proposes to offer for sale to investors as disclosed in its
offering statement on Form 1-A (the
“Offering
Statement”) filed with the U.S. Securities and Exchange
Commission (the “SEC”) shares of its
Common
Stock
(the “Securities”) pursuant to Tier 2 of Regulation A
under the Securities Act of 1933, as amended (the
“Offering”), in the minimum amount of $25 (the
“Minimum Offering Amount”) and the maximum amount of
$1,852,475 (the “Maximum Offering
Amount”).
WHEREAS,
Issuer desires to establish an Escrow Account in which funds
received from a prospective investor (each, a
“Subscriber” and collectively,
“Subscribers”) for the purchase of Securities pursuant
to the terms and conditions of a Subscription Agreement with the
Issuer (the “Subscription Agreement”) will be held
during the Offering, subject to the terms and conditions of this
Agreement. Issuer Direct agrees to serve as Escrow Agent with
respect to such Escrow Account in accordance with the terms and
conditions set forth herein to be held at a FDIC insured bank (the
“Bank”), in a segregated account as defined
below.
AGREEMENT
NOW
THEREFORE, in consideration of the foregoing, it is hereby agreed
as follows:
1.
Establishment of Escrow
Account. Prior to the date the
SEC issues a qualification for the sale of the Securities pursuant
to the Offering Statement (the “Qualification Date”),
the Escrow Agent shall establish an account at the Bank, entitled
“Issuer Direct as Agent for iConsumer Corp Escrow
Account” (the “Escrow Account”). The Escrow
Account shall be a segregated, deposit account at the
Bank.
2.
Escrow Period.
The Escrow Period shall begin on the
Qualification Date and shall terminate in whole or in part upon the
earlier to occur of the following:
a.
The
date upon which subscription amounts for the Minimum Amount of the
Offering required to be sold have been deposited and cleared in the
Escrow Account. The Escrow Account shall remain open pending
receipt of Securities to meet the Maximum Amount of the Offering;
or
b.
The
first to occur of (i) the maximum offering amount being raised or
(ii) 18-months from the qualification date or;
c.
The
date upon which a determination is made by Issuer to terminate the
Offering prior to closing.
During
the Escrow Period, the parties agree that (i) Escrow Account and
escrowed funds will be held for the benefit of the Subscribers, and
that (ii) the Issuer is not entitled to any funds received into
escrow, and that no amounts deposited into the Escrow Account shall
become the property of Issuer or any other entity, or be subject to
any debts, liens or encumbrances of any kind of Issuer or any other
entity, until the Issuer has triggered closing of such funds. Even
after the sale of Securities to investors, the Issuer may elect to
continue to leave funds in the Escrow Account in order to protect
investors as needed.
In
addition, Issuer and Escrow Agent acknowledge that the total funds
raised cannot exceed the Maximum Amount of the Offering permitted
by the Offering Statement. Issuer represents that no funds have yet
been raised for the Issuer. The parties acknowledge and agree that
all funds received by the Escrow Agent from a Subscriber in the
Offering will be deposited in the Escrow Account established by the
Escrow Agent at the Bank.
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3.
Deposits into the Escrow
Account. All Subscribers will
be instructed by the Issuer and the Escrow Agent to transfer funds
by wire or ACH directly into the Escrow Account pursuant to the
following instructions:
Fifth
Third Bank
C/O
Issuer Direct Corp
000
Xxxxxxxxx Xxxx Xx, Xxxxx X Xxxxxxxxxxx XX 00000
ABA Number: TBD
For
Credit to: Issuer Direct Corp Escrow Account
Account Number: _________________________ SWIFT
CODE: XXXXXX0X
Escrow
Agent shall cause the Bank to process all Escrow Amounts for
collection through the banking system and shall maintain an
accounting of each deposit posted to its ledger, which also sets
forth, among other things, each Subscriber’s name and
address, the quantity of Securities purchased, and the amount paid.
All monies so deposited in the Escrow Account and which have
cleared the banking system are hereinafter referred to as the
"Escrow Amount." Escrow Agent shall promptly, concurrent with any
new or modified subscription, provide Issuer with a copy of the
Subscriber’s signed Subscription Agreement and other
information as may be reasonably requested by the Issuer in
connection with the performance of its duties under this Agreement.
As required by government regulations pertaining to the US
Treasury, Homeland Security, the Internal Revenue Service and the
SEC, federal law requires financial institutions to obtain,
reasonably verify and record information that identifies each
person (natural person or legal entity, including its authorized
persons) who funds and executes securities transactions.
Information requested of the Issuer and Subscribers will be typical
information requested in the gathering and verification guidelines
and best practices promulgated by anti-money laundering
(“AML”) rules and regulations and those regulatory
agencies that enforce them. Escrow Agent is under no duty or
responsibility to enforce collection of any wire or ACH delivered
to it hereunder.
If
any Subscription Agreement for the purchase of Securities is
rejected by the Issuer in its sole discretion, then the
Subscription Agreement and the Escrow Amount for such Subscriber
shall be returned to the rejected Subscriber by the Escrow Agent
within ten days from the date of rejection by the
Issuer.
Escrow
Agent reserves the right to deny, suspend or terminate
participation in the Escrow Account of any Subscriber to the extent
Escrow Agent deems it advisable or necessary to comply with
applicable laws or to eliminate practices that are not consistent
with securities industry laws, rules, regulations or best
practices. Escrow Agent may at any time reject or return funds to
any Subscriber (i) that do not clear background checks (anti-money
laundering, USA PATRIOT Act, social security number issues, etc.)
to the satisfaction of Escrow Agent, in its sole and absolute
discretion, or, (ii) for which Escrow Agent determines, in its sole
discretion, that it would be improper or unlawful for Escrow Agent
to accept or hold the applicable Subscriber’s funds, as
Escrow Agent, due to, among other possible issues, issues with the
Subscriber or the source of the Subscriber’s funds. Escrow
Agent shall promptly inform Issuer of any such return or
rejection.
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4.
Investor Procedures for
Subscribing. If an investor
decides to subscribe for shares of common stock in this offering,
they will be instructed as follows:
Go to xxx.xXxxxxxxx.xxx/xxxxxx,
click on the “Click Invest” button and follow the
procedures as described.
a.
Electronically
receive, review, execute and deliver to us a subscription
agreement; and
b.
Deliver
funds directly by wire or electronic funds transfer via ACH to the
specified bank account maintained by Issuer Direct.
Any potential investor will have ample time to
review the subscription agreement, along with their
counsel,prior to making any
final investment decision.
The Company has engaged Issuer Direct to provide
certain technology and administrative services
inconnection with the offering,
including the online platform by which subscribers may receive,
review,execute and deliver
subscription agreements electronically.
iConsumer
will provide the platform website through which potential investors
may participate in the offering. The platform website is a site
that hosts due diligence materials on our company to allow
investors and broker-dealers to review information on our company.
The platform website will also redirect interested investors, via
an “Invest Now” button, to a site maintained by Issuer
Direct Corporation, where investors can receive, review, execute
and deliver subscription agreements electronically.
5.
Disbursements from the Escrow
Account. In the event Escrow
Agent does not receive written instructions from the Issuer to
release funds from Escrow on or prior to the termination of the
Escrow Period, Escrow Agent shall terminate Escrow and make a full
and prompt return of funds so that refunds are made to each
Subscriber in the exact amount received from said Subscriber,
without deduction, penalty, or expense to
Subscriber.
In
the event Escrow Agent receives cleared funds for the Minimum
Amount of the Offering prior to the termination of the Escrow
Period and Escrow Agent receives a written instruction from Issuer,
Escrow Agent shall, pursuant to those instructions, distribute
funds from such Escrow Amount pursuant to the instructions of
Issuer. The Escrow Agent shall effect such transfer by the close of
business on the date the Escrow Agent receives the written
instruction from the Issuer; provided, however if the Escrow Agent
receives the written instruction from the Issuer after 2pm Mountain
Time, then the Escrow Agent shall effect such transfer by the close
of business the on the next succeeding business day. Issuer’s
written instructions to Escrow Agent shall certify that all
conditions set forth in the Offering Statement for release of funds
have been met for a closing of the Offering and include a schedule
of deductions from the Escrow Account for any funds for management
and offering and selling expenses, including without limitation,
any process fees incurred by the Escrow Agent, from the gross
proceeds of the Escrow Account prior to remitting such funds, if
and when due, to Issuer. Escrow Agent is hereby directed to remit
such funds as directed by Issuer directly to the appropriate
parties, if any, to which they are due. Net proceeds (meaning gross
proceeds less amounts remitted pursuant to Issuer’s
instructions certain parties), will then be remitted to Issuer as
described above.
6.
Collection Procedure.
Any Subscriber funds which fail to
clear or are subsequently reversed, including but not limited to
ACH charge-backs and wire recalls, shall be debited to the Escrow
Account, with such debits reflected on the escrow ledger. Any and
all fees paid by Issuer for funds receipt and processing are
non-refundable, regardless of whether ultimately cleared, failed,
rescinded, returned or recalled. In the event of any Subscriber
refunds, returns or recalls after funds have already been remitted
to Issuer, then Issuer hereby irrevocably agrees to immediately and
without delay or dispute send equivalent funds to
Escrow
Agent to cover the refund, return or recall. If Issuer has any
dispute or disagreement with its Subscriber then that is separate
and apart from this Agreement and Issuer will address such
situation directly with said Subscriber, including taking whatever
actions necessary to return such funds to Subscriber, but Issuer
shall not involve Escrow Agent in any such disputes.
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7.
Investment of Escrow
Amount. The Escrow Amount shall
be deposited in the Escrow Account in accordance with Section 3 and
held uninvested in the Escrow account, which shall be non-interest
bearing
8.
Escrow Administration Fees,
Compensation of Escrow Agent.
Escrow Agent shall be entitled to compensation for its services as
stated in the fee schedule attached hereto as Exhibit
A, which compensation shall be
paid by the Issuer.
9.
Term and Termination.
This Agreement will remain in full
force during the Escrow Period. Even after this Agreement is
terminated, certain provisions will remain in effect for two-years,
including, but not limited to, items 3, 5, 6, 10, 11, 12 and 13 of
this Agreement.
10.
Binding Arbitration, Applicable
Law and Venue, Attorneys Fees:
This Agreement is governed by, and will be interpreted and enforced
in accordance with the regulations of the SEC, and laws of the
State of Delaware, without regard to principles of conflict of
laws. Any claim or dispute arising under this Agreement may only be
brought in arbitration, with venue in Delaware. Each of the parties
hereby consents to this method of dispute resolution, as well as
jurisdiction, and waives any right it may have to object to either
the method, venue or jurisdiction for such claim or dispute. Any
award an arbitrator makes will be final and binding on all parties
and judgment on it may be entered in any court having jurisdiction.
Furthermore, the prevailing party shall be entitled to recover
damages plus reasonable attorney’s fees.
11.
Liability. The Escrow Agent shall not be liable for any
action taken or omitted hereunder, or for the misconduct of any
employee, agent or attorney appointed by it, except in the case of
willful misconduct or gross negligence. The Escrow Agent shall have
no responsibility at any time to ascertain whether or not any
security interest exists in the Escrow Amount or any part thereof
or to file any financing statement under the Uniform Commercial
Code with respect to the Escrow Amount or any part
thereof.
12.
Indemnity. Issuer agrees to defend, indemnify and hold the
Escrow Agent harmless from any loss, liability, claim, or demand,
including reasonable attorney’s fees, made by any third party
due to or arising out of this Agreement and/or arising from a
breach of any provision in this Agreement, except to the extent
that any losses, claims, damages, expenses or liabilities (or
actions in respect thereof) result from the willful misconduct or
gross negligence of the Escrow Agent. This defense and
indemnification obligation will survive termination of this
Agreement. Escrow Agent reserves the right to assume, at its sole
expense, the exclusive defense and control of any such claim or
action and all negotiations for settlement or compromise, and
Issuer agree to reasonably cooperate with Escrow Agent in the
defense of any such claim, action, settlement or compromise
negotiations, as requested by the Escrow Agent.
13.
Entire Agreement, Severability
and Force Majeure. This
Agreement contains the entire agreement between Issuer and the
Escrow Agent regarding the Escrow Account. If any provision of this
Agreement is held invalid, the remainder of this Agreement shall
continue in full force and effect. Furthermore, no party shall be
responsible for any failure to perform due to acts beyond its
reasonable control, including acts of God, terrorism, shortage of
supply, labor difficulties (including strikes), war, civil unrest,
fire, floods, electrical outages, equipment or transmission
failures, internet interruptions, vendor failures (including
information technology providers), or other similar
causes.
14.
Changes. Escrow Agent may, at its sole discretion, comply
with any new, changed, or reinterpreted regulatory or legal rules,
laws or regulations, and any interpretations thereof, and without
necessity of notice, to modify either this Agreement and/or the
Escrow Account to comply or conform to such changes or
interpretations. Furthermore, all parties agree that this Agreement
shall continue in full force and be valid, unchanged and binding
upon any successors of Escrow Agent and Issuer. Changes to this
Agreement will be sent to you via email.
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15.
Notices.
a.
Any
communication in connection with this agreement must be in writing
and, unless otherwise stated, may be given:
ii)
in
person, by post or fax; or
iii)
by
e-mail or other electronic communication.
b.
Such
communications shall be addressed as follows:
To
Escrow Agent:
Issuer
Direct Corp.
000
Xxxxxxxxx Xxxx Xxxxx, Xxxxx X
Xxxxxxxxxxx,
XX 00000
Attention:
Xxxxx Xxxxxxxxx
Email:
xxxxx.xxxxxxxxx@xxxxxxxxxxxx.xxx
Telephone:
000-000-0000 Fax: (000) 000-0000
To
Issuer:
iConsumer
Corp
00000
XX 0XX XXX
XXXXX
000
XXXXX
XXXXXXX XX 00000 8003726095
Attention:
Xxxxxx Xxxxxxxxxxxx
Email:
xxx@xxxxxxxxx.xxx
P:
000-000-0000
c.
Any
party may change their notice or email address and/or facsimile
number by giving written notice thereof in accordance with this
Paragraph. All notices hereunder shall be deemed given: (1) if
served in person, when served; (2) if sent by facsimile or email,
on the date of transmission if before 6:00 p.m. Eastern time,
provided that a hard copy of such notice is also sent by either a
nationally recognized overnight courier or by U.S. Mail, first
class; (3) if by overnight courier, by a nationally recognized
courier which has a system of providing evidence of delivery, on
the first business day after delivery to the courier; or (4) if by
U.S. Mail, on the third day after deposit in the mail, postage
prepaid, certified mail, return receipt
requested.
16.
Counterparts. This Agreement
may be executed in several counterparts or by separate instruments
and by email transmission and all of such counterparts and
instruments shall constitute one agreement, binding on all of the
parties hereto.
[Remainder of this page intentionally left blank.]
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Agreed
by the undersigned as of the date set forth above by and
between:
By:
______________________
Name:
____________________
Title:
_____________________
By:
_____________________
Name:
___________________
Title:
____________________
ISSUER DIRECT CORP.
By____________________
Name:
Xxxxx Xxxxxxxxx Title: CEO
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EXHIBIT
A
|
Escrow Services
|
FEES
|
|
Escrow
Setup
|
$995.00 One-time
|
|
Escrow/Invest
Now Button
|
$3.00 Per investor over $500, $2.00 per investor under
$250, $1.00 per investor under $250
|
|
AML
- Domestic
|
$2.00 Per investor
|
|
AML
- International
|
$65.00 Per investor
|
|
Credit
Card Processing
|
2.95% Per instance
|
|
ACH
|
$1.50 Per Instance
|
|
Wire
|
$25.00 Per Instance
|
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