Terms of Service

When you successfully establish an account, a self-custodial wallet is generated for you, compatible with the Base Layer 2 network, and the wallet associated with your account on the Platform. All payments on the Platform involve supported stablecoins, and Zttld may determine at its sole discretion which stablecoins the Platform will support. When a Freelancer and a Client agree to a particular milestone, the Client must use stablecoins from its wallet to fund an escrow smart contract associated with the milestone. Invoice payments (Section 6.4) settle directly from the payer to the Freelancer and do not use an escrow account.

The escrow smart contracts on Zttld involve a per-contract 2-of-3 multi-signature escrow account: a dedicated smart contract account created for each Client– Freelancer contract with exactly three authorized signers — the Client, the Freelancer, and Zttld. The account is deployed on Base Layer 2, with settlement in a supported stablecoin. When a milestone is funded, the Client's funds move directly into that multi-signature escrow account; they do not pass through any account controlled by Zttld.

Every movement of escrowed funds — a milestone release, a refund, or the execution of a dispute resolution — requires the signatures of two of the three signers. Zttld holds exactly one of the three keys and therefore can neither move funds nor prevent the movement of funds on its own. The Client and Freelancer, acting together, can always move escrowed funds without Zttld's participation.

Zttld does not hold, control, or take custody of user funds at any time. Client funds associated with an accepted milestone are held in the per-contract multi-signature escrow account described in Section 3.1. Zttld cannot access, redirect, withhold, or freeze these funds; any movement Zttld signs must also be signed by the Client or the Freelancer, including movements arising from the dispute resolution process described in Section 8. Zttld never receives, controls, or directs user funds unilaterally at any point in the contract lifecycle, including the funding step.

Zttld never receives, controls, or has the ability to direct user funds associated with your wallet. Each user's wallet is controlled by a signing key generated for that user and secured through the user's own devices and passkeys. Zttld never receives, stores, or has the ability to reconstruct any user's signing key, in whole or in part, and cannot approve, sign, or authorize any transaction on a user's behalf. Account recovery is exclusively user-controlled and requires no specific device, but it does require you to be able to access your passkey on a backup device. As such, we recommend that you enroll your passkey on more than one device. Zttld is not involved in recovery and cannot reset, bypass, or perform it, cannot remove or reset a user's passkey requirement, and cannot otherwise regain access to a wallet on a user's behalf. Users are solely responsible for safeguarding their sign-in credentials and enrolled passkeys. To the extent you wish to access your wallet from outside of the Zttld Platform, please see zttld.com/support/wallet-access.

The embedded payment-account technology used on the Platform — the user-facing account through which each Client and Freelancer holds and uses their own signing key — is supplied by Privy, Inc. ("Privy"), an independent third-party technology provider that is not owned by, affiliated with, or controlled by Zttld. Zttld does not itself provide payment-account, key-management, or key-custody services.

Third Party Materials. The Platform relies on or interoperates with third-party products and services, including, without limitation, wallet infrastructure providers, transaction planning services, payment processors, on-ramp and off-ramp providers, blockchain network protocols, decentralized exchanges, data storage services, communications technologies, third-party app stores, and internet and mobile operators (collectively, "Third-Party Materials"). These Third-Party Materials are beyond our control, but their operation may impact, or be impacted by, the use and reliability of the Platform. You acknowledge that (a) the use and availability of the Platform is dependent on third-party product vendors and service providers and (b) these Third-Party Materials may not operate reliably 100% of the time, which may impact the way that our Platform operates.

Third-Party Service Providers. The Platform integrates with certain "Third-Party Service Providers" to facilitate certain activities within the Platform, and your ability to engage in such activities may require you to agree to be bound by the Third-Party Service Provider's contractual terms or other relevant policies (the "Third-Party Service Terms"). For example, the Platform integrates Third-Party Service Providers to enable the purchase and sale of supported stablecoins. Such Third-Party Service Providers are providing their own services to you directly. If you do not agree to or cannot comply with the relevant Third-Party Service Terms, you will not be able to engage in the relevant activities within the Platform. Zttld is not responsible for any delays, failures, or losses in connection with Third-Party Service Providers.

Third-Party Content. We may further provide information about or links to third-party products, services, activities, or events, or we may allow third parties to make their content and information available on or through our Platform (collectively, "Third-Party Content"). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party.

We have no obligation to monitor Third-Party Materials, Third-Party Service Providers, or Third-Party Content, and we may block or disable access to any Third-Party Materials, Third-Party Service Providers, or Third-Party Content (in whole or part) through our Platform at any time. Your access to and use of such Third-Party Content, Third-Party Service Providers, or Third-Party Materials may be subject to additional terms, conditions, and policies applicable to such Third-Party Content (including terms of service or privacy policies or compliance policies of the providers of such Third-Party Service Providers or Third-Party Materials). You are responsible for obtaining and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services, and other products and services necessary to access and use the Services.

A plain-language explanation of this structure is available at zttld.com/support/payment-account.

To comply with applicable U.S. and international anti-money laundering (AML) and counter-terrorism financing (CTF) regulations, Zttld conducts Know Your Customer (KYC) verification on users whose platform activity meets or exceeds the thresholds set by applicable law, and on users or transactions flagged by risk-based screening. KYC verification may include collection of government-issued photo identification, proof of address, date of birth, and screening against the OFAC SDN list, sectoral sanctions lists, and politically-exposed-persons (PEP) lists.

You agree to cooperate fully with Zttld's KYC requests and to submit additional documentation when requested. Zttld may, at its discretion, restrict account functionality, pause payouts, or suspend the account of any user who fails to complete KYC verification within a reasonable time.

Zttld may re-verify KYC information on a periodic basis, or in response to transaction patterns or jurisdictional risk factors. By using the Platform you consent to this ongoing due diligence and agree to provide us with information we may request.

Zttld charges Freelancers a platform fee of 5% of each milestone payment released. This fee is deducted automatically at the time of payment release. Freelancers retain 95% of each milestone amount approved by the Client.

Zttld charges Clients a platform fee of 4% of each milestone amount funded. This fee is collected at the time a Client funds a milestone in escrow.

On-chain transaction costs ("gas fees") on the Base L2 network are minimal and are borne by Zttld as part of platform operations. Zttld does not charge additional foreign exchange (FX) conversion fees. However, third-party wallet providers or fiat on-ramp services used to fund your wallet may charge their own fees, which are outside Zttld's control.

Zttld reserves the right to modify its fee structure upon 30 days' written notice. Continued use of the Platform after the effective date of any fee change constitutes acceptance of the new fees.

Platform fees are generally non-refundable once a milestone has been released. If a milestone is refunded in full to the Client through the dispute resolution process described in Section 8, Zttld will refund the corresponding Client Fee charged on that milestone, less any irrecoverable third-party processing costs. The Freelancer Fee is assessed only at the time of release and therefore is not collected on refunded or voided milestones. Partial refunds of fees corresponding to partial milestone refunds will be calculated on a pro-rata basis.

Platform fees are collected within the settlement transaction itself — never separately, and never in advance. For milestone payments, the settlement that moves funds out of the per-contract multi-signature escrow account pays the Freelancer and pays Zttld's designated fee wallet as parts of a single transaction, with the fee computed at settlement from the rates in this Section 5. The amounts and recipients of every part of that transaction are fixed in what the co-signing party reviews and signs (Section 3.2): Zttld cannot alter the fee amount, the fee destination, or the payout destination, and no different settlement can execute without a fresh signature from the Client or the Freelancer. Invoice payments achieve the same property by a different mechanism: the payer's own authorization fixes the amounts and recipients of both the Freelancer's payment and Zttld's fee (Section 6.4). In both cases the fee is paid directly to Zttld's fee wallet within the settlement itself — user funds are never routed through an account Zttld controls.

Invoice payments (Section 6.4) carry a different fee schedule from milestone payments: the payer pays a processing fee of 2% of the invoice amount, capped at $15 per invoice, and no fee is charged to the Freelancer — the Freelancer receives the full invoice amount. Milestone contract fees (Sections 5.1 and 5.2) are unchanged and do not apply to invoice payments. Because invoice settlement is final (Section 6.4), fees on invoice payments are non-refundable.

All projects on Zttld are structured around milestones. At contract creation, the Client and Freelancer agree on one or more milestones, each with a name, a deliverable description, and a fixed dollar amount, settled in a supported stablecoin as described in Section 3.1.

• The Client funds each milestone in escrow at the time the contract is created or as milestones are activated.
• The Freelancer completes the agreed deliverable and submits it for approval.
• The Client reviews the deliverable and approves it, requests changes, or objects within the review window described in Section 6.2.
• Upon approval — by the Client, or by expiry of the review window under Section 6.2 — the escrowed funds are released to the Freelancer's wallet through the multi-signature escrow account, with the confirmations described in Section 6.2. Payment is typically settled in under 60 seconds once confirmed.
• If the Client does not approve the deliverable, either party may initiate a dispute as described in Section 8.

Clients agree to review submitted deliverables and provide approval or a written objection within 72 hours of submission. Filing a dispute under Section 8 during this window is an objection and ends the review window. If the Client does not respond within the 72-hour window, the milestone is deemed approved. If the Client requests changes and the Freelancer resubmits, a new 72-hour review window begins with the resubmission.

A deemed approval authorizes payment but does not itself move funds. Escrowed funds are released only when the Freelancer confirms the payment with the signing key held in their own wallet and Zttld adds its countersignature, consistent with the multi-signature escrow described in Section 3.2. Zttld cannot release funds alone — the Freelancer's confirmation is required at the moment funds move, for deemed approvals just as for Client-approved releases. If the Freelancer does not confirm, the escrowed funds remain in the escrow account until the Freelancer confirms or the milestone is otherwise resolved under Section 8.

Clients who wish to preserve a longer review period must negotiate an extended approval window with the Freelancer at contract creation.

Posting a job on Zttld does not guarantee that any Freelancer will apply or that a contract will be formed. Zttld makes no representations about the availability, quality, or suitability of Freelancers listed on the Platform.

A Freelancer may issue an invoice through the Platform to bill a payer for services rendered. Invoice payments are separate from milestone contracts: invoice payments are not held in escrow. Funds move directly from the payer to the Freelancer at the moment of payment. There is no approval window, no deemed approval, and no release step.

Zttld is not a party to the engagement underlying an invoice and does not verify that the invoiced services were performed. A payer who pays an invoice is paying for work as billed — not funding protected work. The dispute resolution process in Section 8 does not apply to invoice payments. Because the funds are not escrowed and settle immediately, there is nothing for Zttld to hold, release, or return. Any disagreement about invoiced work is between the payer and the Freelancer.

An invoice payment settles as a single transaction authorized by the payer: the payer's own authorization pays the Freelancer directly, and Zttld's processing fee is paid within the same transaction. Zttld never receives, holds, or controls the funds at any point — it cannot redirect, intercept, or reverse an invoice payment, and no invoice payment can occur without the payer's own authorization. Settlement is final once completed.

The payer pays the invoice amount plus a processing fee of 2% of the invoice amount, capped at $15 per invoice. The Freelancer receives 100% of the invoice amount — no fee is deducted from the Freelancer on an invoice payment. On a $500 invoice, the payer pays $510.00, the Freelancer receives $500.00, and Zttld receives $10.00; on a $2,500 invoice the fee is capped, so the payer pays $2,515.00, the Freelancer receives $2,500.00, and Zttld receives $15.00. Fees on invoice payments are non-refundable once settlement completes.

Paying an invoice currently requires the payer to hold a Zttld account with an active payment account.

Zttld may display an "implied hours" estimate on job postings and contract summaries. This estimate is calculated by dividing the total milestone budget by a suggested hourly rate. It is provided solely as a transparency and planning tool to help both parties align expectations about the scope of work.

By proceeding with any contract that displays an implied hours estimate, both the Client and the Freelancer expressly acknowledge and agree to all of the following:

• Milestone acceptance and payment release are based solely on the quality and completion of the agreed deliverable, not on the number of hours worked.
• Neither party may use implied hours as a basis for disputing payment after a milestone has been approved.
• The Freelancer sets their own rate. Any hourly rate shown on a profile or contract is a rate selected by the Freelancer and presented for transparency only. Zttld does not set, suggest, or control Freelancer rates, and the rate does not create an hourly billing arrangement, a time-tracking obligation, or an employment relationship.
• The Freelancer is an independent contractor, not an employee of Zttld or the Client.

Freelancers may opt out of displaying implied hour estimates on their profiles and contract proposals at any time through account settings.

Zttld uses a tiered dispute resolution system. The applicable tier is determined by the disputed milestone amount, unless both parties mutually agree in writing to use a different tier at contract creation.

Either party may initiate a dispute through the Platform while a milestone has funds in escrow — that is, after the milestone is funded and before its payment settles. For a submitted deliverable, a Client objection must be raised within the review window described in Section 6.2, and filing a dispute within that window ends it. Once a milestone's payment has settled, the dispute process in this Section 8 is no longer available for that milestone, and any remaining claims are governed by Section 8.5.

For disputes involving milestone amounts under $1,000:

• Either party may initiate a dispute through the Platform as described in Section 8.1.
• Zttld will review the dispute claim and the submitted deliverables and issue a proposed resolution within 24 hours.
• Zttld will propose a resolution (full release to Freelancer, full refund to Client, or partial split).
• All fund movements require co-signing via the per-contract 2-of-3 multi-signature escrow account described in Section 3.1 (Client, Freelancer, Zttld). A resolution is executed by Zttld signing in accordance with the outcome together with the party the outcome favors co-signing with their own key. Zttld cannot unilaterally direct or withhold funds under any circumstance.
• If the Client refuses to co-sign Zttld's proposed resolution, the dispute escalates automatically to Tier 2.
• Zttld's Tier 1 decisions are not binding arbitration awards. They represent Zttld's good-faith assessment based on available information and have no preclusive effect on further dispute resolution under Tier 2 or Tier 3.
• All Tier 1 dispute records are retained for a minimum of 5 years.

For disputes involving milestone amounts between $1,000 and $10,000:

• Disputes are submitted to Kleros, a decentralized arbitration protocol (kleros.io).
• Kleros arbitration fees (typically $50–$200 per dispute) are shared equally between the parties unless Kleros rules otherwise.
• Kleros decisions are final and binding on both parties and are self-executing via the multi-signature contract.
• Expected resolution time: 3–7 days.

For disputes involving milestone amounts over $10,000:

• Disputes are submitted to the American Arbitration Association (AAA) under its International Centre for Dispute Resolution (ICDR) rules.
• Arbitration shall be conducted in English. The arbitrator shall be selected from AAA's ICDR panel.
• The arbitration award shall be final, binding, and enforceable in any court of competent jurisdiction.
• Nothing in this section prevents either party from seeking emergency injunctive relief in a court of competent jurisdiction to prevent irreparable harm.

These Terms and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. For matters not subject to arbitration, the parties consent to exclusive jurisdiction in the state and federal courts located in Delaware.

California residents: Certain consumer protection laws of the State of California may apply to California residents notwithstanding the Delaware choice-of-law provision above. Nothing herein is intended to waive any non-waivable rights you may have under applicable California law.

TO THE FULLEST EXTENT PERMITTED BY LAW, ALL DISPUTES MUST BE BROUGHT ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

By using the Platform, you represent and warrant at the time of registration and on a continuing basis that:

• You are not a Specially Designated National (SDN) or otherwise designated on any OFAC sanctions list.
• You are not located in, organized in, or resident in a country or territory subject to comprehensive U.S. sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine).
• You are not a current or former official, employee, or agent of the Government of Venezuela, PdVSA, or any entity owned or controlled by the Government of Venezuela, and are not acting on behalf of any such entity.
• No funds you contribute to the Platform are derived from any activity designated as unlawful under applicable U.S. or international law.

Zttld screens all wallet addresses submitted by users against OFAC's SDN list, sectoral sanctions lists, and non-SDN lists, using blockchain analytics tools (Know Your Transaction or "KYT" screening). This screening is conducted at onboarding and on an ongoing basis. By submitting a wallet address, you consent to this screening.

If Zttld has a reasonable, good-faith basis to believe that a user is a sanctions target, has provided false representations, or is otherwise engaged in prohibited activity, Zttld may:

• Suspend the user's account and pause further platform activity pending investigation;
• Decline to initiate further milestone releases to or from the affected user's wallet;
• Notify the affected party of the suspension to the extent permitted by applicable law and by OFAC reporting obligations;
• Report the matter to OFAC or other competent authorities as required by law.

Consistent with Zttld's non-custodial architecture, Zttld does not take custody of escrowed funds during a suspension and cannot unilaterally seize, freeze, or redirect on-chain funds. Zttld will handle the disposition of any affected escrowed funds in accordance with OFAC guidance, applicable licenses, and the multi-signature protocol described in Section 3.2. Where OFAC guidance requires funds to be blocked or rejected, Zttld will cooperate with counsel and with OFAC to implement the required treatment through available on-chain and off-chain mechanisms.

Venezuelan nationals are required to complete additional verification steps at onboarding, including:

• Self-certification confirming: "I am not a current or former official, employee, or agent of the Government of Venezuela, PdVSA, or any government-controlled entity, and I am not acting on behalf of any such entity."
• Submission of full legal name and date of birth for SDN and sectoral sanctions list screening.
• Confirmation of nationality and residency status.
• Ongoing quarterly re-screening of wallet addresses and name-based records.

Zttld recommends that Venezuelan users onboard after its standard compliance infrastructure is fully operational. Venezuelan users acknowledge that additional documentation may be requested if red flags arise after initial onboarding.

All Freelancers are required to complete a tax form as part of onboarding:

• U.S. persons (citizens and residents): IRS Form W-9 (Request for Taxpayer Identification Number).
• Non-U.S. persons: IRS Form W-8BEN (Certificate of Foreign Status of Beneficial Owner).

Venezuelan freelancers and others whose country does not issue a standard Tax Identification Number (TIN) may complete the W-8BEN with a written explanation in the foreign TIN field indicating that a TIN is not legally required in their jurisdiction. Zttld will not hard-block onboarding based solely on the absence of a foreign TIN, provided the explanation is complete and credible.

Zttld may be required to file IRS Form 1099-K as a Third-Party Settlement Organization (TPSO) for U.S.-based Freelancers who receive reportable payments through the Platform. Zttld will provide 1099-K forms to eligible Freelancers and file corresponding reports with the IRS in accordance with applicable thresholds and deadlines.

Freelancers are solely responsible for reporting all income earned through the Platform to their applicable tax authorities, paying all taxes owed, and complying with all tax laws in their jurisdiction. Zttld does not provide tax advice. You are encouraged to consult a qualified tax professional regarding your obligations.

The Zttld Platform processes payments on Base, a public blockchain network. You acknowledge and understand that:

• All on-chain transactions, including wallet addresses, transaction amounts, and timestamps, are permanently recorded on a public blockchain and are visible to anyone with access to the internet.
• Blockchain data cannot be deleted, altered, or made private after it is recorded.
• Zttld has no ability to remove, modify, or conceal on-chain transaction records.

By submitting a wallet address to the Platform, you consent to Zttld:

• Storing your wallet address in its internal database for platform operations, tax reporting, and compliance purposes.
• Sharing your wallet address with blockchain analytics providers (including TRM Labs) for OFAC screening and transaction monitoring.
• Using your wallet address to facilitate payment transactions on your behalf as authorized by these Terms.

Zttld's Privacy Policy governs the collection, use, and disclosure of personal data, including wallet addresses and blockchain transaction data. The Privacy Policy is available at zttld.com/privacy, and your use of the Zttld Platform is subject to the Privacy Policy.

All intellectual property rights in the Platform, including software, design, trademarks, and content created by Zttld, are owned by Zttld Labs LLC. These Terms do not grant you any ownership interest in Zttld's intellectual property.

Intellectual property rights in work product created by a Freelancer for a Client are governed by the contract between the Client and the Freelancer. Zttld makes no claim to ownership of any work product created through the Platform. Unless the contract between Client and Freelancer expressly provides otherwise, work product is owned by the Freelancer until the applicable milestone payment is released in full, at which point ownership transfers to the Client.

By posting job descriptions, profiles, deliverables, or other content on the Platform, you grant Zttld a non-exclusive, royalty-free, worldwide license to use, display, and process such content solely for the purpose of operating the Platform.