Terms of Service

Zttld utilizes the Commerce Payments Protocol, an open-source smart contract escrow system deployed on Base Layer 2 (an Ethereum Layer 2 network operated by Coinbase), with settlement in USDC, a regulated U.S. dollar-pegged stablecoin issued by Circle. Zttld operates as an "Operator" on this protocol — triggering pre-defined actions (capture or void) at the instruction of the contracting parties. Zttld has no ability to change the destination, token type, or amount of any payment. All fund movements are executed by the protocol based on parameters set at contract creation.

Zttld does not hold, control, or take custody of user funds at any time. Client funds are held in smart contract escrow on the Commerce Payments Protocol. Zttld cannot access, redirect, or withhold these funds except as authorized by the contracting parties through the dispute resolution process described in Section 8. Zttld's role is strictly that of a non-custodial Operator; it never receives, controls, or directs user funds outside the parameters encoded at contract creation.

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 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.

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 deducted automatically by the Commerce Payments Protocol at the moment of settlement. The fee is calculated as a fixed percentage of the gross milestone amount, encoded as a parameter at contract creation. Once a contract is created, Zttld cannot alter the fee amount, the fee destination, or the payout destination. Fees are routed on-chain from the escrow contract directly to Zttld's designated fee wallet as part of the same settlement transaction that pays the Freelancer.

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 in USDC.

• 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 the milestone.
• Upon Client approval, Zttld triggers the release of the escrowed funds to the Freelancer's wallet. Payment is typically settled in under 60 seconds.
• 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 5 business days of submission. If a Client does not respond within this period, and the Freelancer has submitted reasonable evidence of completion, the smart contract will automatically release the milestone to the Freelancer at the end of the 5-business-day window.

Auto-approval is executed deterministically by the Commerce Payments Protocol based on the timestamp parameters encoded at contract creation. Zttld does not manually trigger auto-approval and cannot override, extend, or accelerate the auto-approval timer for any individual contract once created. Clients who wish to preserve their right to review longer than 5 business days 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.

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.

For disputes involving milestone amounts under $1,000:

• Either party may initiate a dispute through the Platform within 5 business days of the relevant milestone event.
• 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 a 2-of-3 multi-signature smart contract (Client, Freelancer, Zttld). Zttld cannot unilaterally direct 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 8.2. 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 Chainalysis and/or TRM Labs) for OFAC screening and transaction monitoring.
• Using your wallet address to execute 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 is incorporated into these Terms by reference.

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.