Kee Escrow Services, LLC

Earnest Money Deposit Portal – Terms and Conditions

These Terms apply to earnest money deposits submitted through this online portal. By submitting a deposit, you acknowledge and agree to these Terms.

1. Definitions

For deposits submitted through this portal:

  • Purchase Agreement means the fully executed purchase agreement for the property, together with any written, mutually signed amendments or closing instructions.
  • Affiliates means Berkshire Hathaway HomeServices Kee Realty and Premier Title Agency, LLC, which are under common ownership or control with Kee Escrow Services, LLC.
  • Escrow Holder means the person or entity identified in the Purchase Agreement to hold the earnest money deposit. The Escrow Holder may be Kee Escrow Services, LLC, an Affiliate, or another escrow holder named in the Purchase Agreement.
  • Processing Agent means Kee Escrow Services, LLC and its Affiliates that operate this portal or receive funds for the purpose of delivering them to the Escrow Holder.

These Terms apply to funds submitted through this portal while the funds are in the custody of the Processing Agent or any of them is acting as Escrow Holder.

2. Hierarchy of Documents and Terms

These Terms supplement, and do not replace, the Purchase Agreement or any written closing instructions.

If there is any conflict concerning the earnest money deposit, the following will control, in this order:

  1. Applicable law, including statutes, regulations, and any lawful court order.
  2. Written instructions signed by all parties to the Purchase Agreement.
  3. The Purchase Agreement and any addendums or amendments thereto.
  4. The Terms and Conditions herein.

3. Holder of Funds and Transfers

The earnest money deposit will be held and disbursed by the Escrow Holder identified in the Purchase Agreement.

By submitting a deposit through this portal, you authorize the Processing Agent to:

  1. Receive your earnest money deposit, including by ACH, wire, cashier’s check, personal check, or other approved method.
  2. Apply your deposit directly to an account of the Escrow Holder, or, if operationally necessary, temporarily deposit funds into an account of the Processing Agent and then transfer the funds to the Escrow Holder.
  3. Transfer your funds to any Escrow Holder identified in the Purchase Agreement, including an unaffiliated brokerage, title company, law firm, or other escrow agent, without further notice, additional approvals, or further correspondence from you.

While funds are in the custody of the Processing Agent or any Affiliate acting as Escrow Holder, these Terms apply along with the Purchase Agreement. After funds are delivered to an unaffiliated Escrow Holder, that escrow holder’s own terms and any applicable law will control the handling, application, and refund of the deposit.

4. Scope and Authority When Kee, Premier, or the Brokerage Holds

When Kee Escrow Services, LLC, Premier Title Agency, LLC, or Berkshire Hathaway HomeServices Kee Realty is acting as the Escrow Holder:

  • Funds will be held in accordance with the Purchase Agreement and any written, mutually signed amendments or closing instructions.
  • The Escrow Holder will disburse funds only upon the closing of the transaction or when the Purchase Agreement clearly establishes a condition for disbursement.
  • The Escrow Holder has the discretion to determine whether any condition for disbursement has been satisfied and may require a court order before releasing funds.

5. Disputes

If any party disputes who is entitled to the funds:

  1. The Escrow Holder will freeze the funds and will not disburse them until the dispute is resolved.
  2. If the parties cannot resolve the dispute, either party may file a civil action against the other.
  3. The Escrow Holder will not disburse the funds until receiving either:
    • A written agreement signed by all parties directing disbursement, or
    • A court order.

Disputes over escrowed funds are solely between the buyer and the seller. The Escrow Holder has no obligation to initiate or participate in litigation, including interpleader, unless required by law or ordered by a court.

The parties agree to indemnify, defend, and hold harmless Kee Escrow Services, LLC and its employees and agents from any claims arising from such disputes, except to the extent caused by the gross negligence or willful misconduct of Kee Escrow Services, LLC.

The Escrow Holder may comply with any lawful court order and will be protected in doing so.

6. Administrative Fees

The following administrative fees may be charged when Berkshire Hathaway HomeServices Kee Realty (with respect to its broker trust account), Premier Title Agency, LLC, or Kee Escrow Services, LLC is acting as Escrow Holder, to the extent permitted by law:

  • No charge to deposit a cashier’s check or personal check.
  • Up to fifteen dollars ($15) per transaction to process an online deposit.
  • Deposits that remain undisbursed for twelve months are subject to a forty dollar ($40) monthly administrative fee beginning on the first day after the twelve month period and continuing until disbursed or escheated.
  • If funds must be escheated to the state, a one hundred fifty dollar ($150) administrative fee will apply. This fee may be deducted from the escrowed funds where permitted by law or otherwise billed to the party or parties responsible.

7. Interest on Deposits

When funds are held by Kee Escrow Services, LLC or Premier Title Agency, LLC, they may be placed in interest-bearing accounts. Unless prohibited by law or otherwise agreed in writing:

  • Any interest earned will be retained by the entity holding the funds as compensation for escrow, accounting, and administrative services.
  • No interest will be credited or paid to the buyer or seller.

When funds are held in a Berkshire Hathaway HomeServices Kee Realty broker trust account, they will be maintained in a non-interest-bearing broker trust account as required by law, and no interest will be earned or paid on those funds.

8. Escheatment

Funds that remain unclaimed or undistributed will be handled in accordance with applicable unclaimed property and escheatment laws.

If escheatment is required, the Escrow Holder will remit the funds to the appropriate state agency and may deduct the one hundred fifty dollar ($150) escheatment administrative fee from the escrowed funds to the extent permitted by law or otherwise bill the fee to the party or parties responsible.

9. Instructions and Reliance

The Escrow Holder and the Processing Agent may rely in good faith on written instructions, notices, and documents that reasonably appear to be authentic and signed by the appropriate parties, including email or electronic signatures where permitted by law.

The Escrow Holder and Processing Agent are not responsible for investigating disputes of fact between the parties or for verifying the accuracy of information provided by the parties or their agents.

10. Governing Law and Venue

These Terms are governed by the laws of the State of Michigan.

Jurisdiction and venue for any action relating to the escrow or these Terms will lie exclusively in Macomb County, Michigan, including courts sitting in Clinton Township or elsewhere within Macomb County, as applicable.

11. Liability; Indemnification and Hold Harmless

The Escrow Holder and Processing Agent will not be liable for acts or omissions taken in good faith and with ordinary care.

The parties agree to indemnify, defend, and hold harmless Kee Escrow Services, LLC and its employees and agents from and against any claims, losses, damages, liabilities, and expenses, including reasonable attorneys’ fees, arising out of or related to the escrow or these Terms, except to the extent caused by the gross negligence or willful misconduct of Kee Escrow Services, LLC.

12. Compliance Costs and Subpoenas

If the Escrow Holder or Processing Agent is required to respond to subpoenas, discovery requests, depositions, testimony, audits, or other legal or regulatory process related to the escrow:

  • The Escrow Holder and Processing Agent are entitled to recover their reasonable attorneys’ fees and costs, plus reasonable administrative time and expenses, from the requesting party or from the escrowed funds, as a court may determine.

13. Refunds to Purchasers

To protect purchasers from fraud, any refund or return of funds to a purchaser made by Kee Escrow Services, LLC will be sent only:

  1. To the same account,
  2. In the same payee name, and
  3. By the same payment method

from which the funds were originally received.

The Escrow Holder will not redirect funds to a different account, payee, or method, including any third-party account, without a court order. The Escrow Holder may refuse or delay any instruction that raises fraud concerns and will not be responsible for delays caused by verification.

Once funds have been transferred from the Processing Agent to the Escrow Holder specified in the Purchase Agreement, that Escrow Holder’s terms and any applicable law will govern any refund or release of funds.

14. Miscellaneous

If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect.

These Terms supplement the Purchase Agreement and any addendums or amendments thereto. In the event of a conflict, the order of priority stated in Section 2 will control.

Kee Escrow Services, LLC and its Affiliates do not provide legal or tax advice. Parties to the Purchase Agreement are encouraged to consult their own legal and tax advisors regarding their rights and obligations.