Terms of Service

DRAFT — NOT LEGAL ADVICE. HAVE A LAWYER REVIEW BEFORE PUBLISHING OR RELYING ON THIS. This is a working draft prepared for review by qualified counsel in the relevant jurisdictions. Bracketed items like [ENTITY] are placeholders. It is not in force.

Last updated: [DATE] · Draft v0.1

These Terms of Service ("Terms") govern your access to and use of the Milestone website, web application and related interfaces (together, the "Interface") operated by [ENTITY NAME], a [JURISDICTION] [ENTITY TYPE] ("Milestone", "we", "us"). By accessing the Interface or checking the box to agree when creating a deal, you agree to these Terms. If you do not agree, do not use the Interface.

1. What Milestone is — and is not

• The Interface is software that helps you interact with a public, non-custodial smart contract (the "Protocol") deployed on public blockchains (for example Base and Ethereum). The Protocol lets a client lock USDC for milestones, and releases or refunds it according to the rules written into the contract.
• Milestone never takes custody of your funds. Funds are held by the smart contract, and only move according to its code and the actions of the deal's participants. We cannot move, freeze, reverse or redirect funds held in the Protocol, and we cannot recover lost keys.
• Milestone is not a bank, money transmitter, payment processor, escrow agent in the legal sense, broker, exchange, investment adviser, fiduciary, arbitrator or party to any agreement between clients, freelancers and referees.
• We do not provide legal, tax, financial or investment advice. Nothing in the Interface is an offer or solicitation to buy or sell any asset.

2. Eligibility

You may use the Interface only if:

1. you are at least 18 years old and able to form a binding contract;
2. you are not a person or entity that is the subject of sanctions administered by the United States (including OFAC), the United Nations, the European Union, the United Kingdom or any other applicable authority, and you are not located, organised or resident in a comprehensively sanctioned country or region ([LIST — e.g. Cuba, Iran, North Korea, Syria, the Crimea, so-called Donetsk and Luhansk People's Republics regions of Ukraine]);
3. you will not use the Interface to deal with sanctioned persons or proceeds of crime; and
4. your use is lawful where you live and where you work.

We may use third-party tools (such as blockchain sanctions screening) to block addresses from using the Interface. We may restrict access from certain jurisdictions.

3. Your wallet and your responsibility

• You use your own self-custodial wallet. You are solely responsible for your private keys, seed phrase, devices and every transaction you sign. Transactions on a blockchain are final and cannot be undone.
• Before signing, check the network, the contract address shown in your wallet, the counterparty addresses and the amounts. The official contract addresses are listed on the Risk Disclosures page. Beware of phishing sites and messages impersonating Milestone; we will never ask for your seed phrase.
• You pay all blockchain network fees ("gas").

4. Deals between users

• A deal is an arrangement between the client, the freelancer and (if chosen) the referee. Milestone is not a party to it and does not guarantee the quality, legality, delivery or timeliness of any work, or that any party will act in good faith.
• Deal terms (amounts, milestones, review window, dispute timeout, referee, referee fee, delivery deadline, payout mode) are fixed on-chain when the deal is created and accepted. You are responsible for reading them before you sign.
• Off-chain information such as deal titles and milestone names is stored in your browser and in share links. It is not verified by Milestone or the Protocol and does not change the on-chain terms.
• Referees are chosen by the parties, not by Milestone. A referee's decision within the Protocol's rules is final on-chain. Milestone does not review, appeal or enforce referee decisions. If no decision is made in time, the Protocol's fallback rules apply (for example a 50/50 split after the dispute timeout).
• You are responsible for any contract, invoice, tax, employment or other legal obligations between you and the other parties.

5. Fees

The Protocol charges a protocol fee (currently [1]% and capped in the contract at 3%) on amounts paid to the freelancer, as shown before you sign. If a deal has a referee fee, it is paid to the referee from a disputed milestone only when the referee resolves the dispute. Fees are set in the smart contract for each deal when it is created. Network fees are paid to the blockchain, not to us.

6. Protocol safety controls

To reduce risk during launch, the Protocol has limits on the size of each deal and on the total amount it holds, and new deals and deposits can be paused temporarily by Milestone's security multisig or guardian. These controls can never stop existing deals from being completed, refunded, disputed or withdrawn. The limits and pause state are public on-chain.

7. Prohibited use

You agree not to:

• use the Interface for any unlawful purpose, including money laundering, terrorist financing, sanctions evasion, fraud or the sale of illegal goods or services;
• impersonate anyone, or use the Interface to deceive or phish other users;
• interfere with, attack, overload or attempt to gain unauthorised access to the Interface or its infrastructure (security research is welcome under our security policy — see the SECURITY.md in our repositories);
• scrape or copy the Interface to create a confusingly similar ("look-alike") site.

8. Risks

Using blockchain software involves significant risk, including total loss of funds. Please read the Risk Disclosures, which form part of these Terms. In particular: the smart contract [HAS NOT YET BEEN / HAS BEEN] independently audited ([LINK TO REPORT]); audits reduce but do not eliminate risk.

9. Open-source software and third-party services

The Protocol's source code will be published under an open-source licence at launch. The Interface relies on third parties we do not control (blockchains, RPC providers, wallets, WalletConnect, Circle's USDC, block explorers, sanctions data providers). We are not responsible for their availability, security or conduct. USDC is issued by Circle; Circle can freeze USDC held at any address, including the Protocol's.

10. Changes and availability

We may change, suspend or discontinue the Interface at any time. Because the Protocol is non-custodial, you can still interact with the smart contract directly (for example through a block explorer) if the Interface is unavailable. We may update these Terms; the "Last updated" date shows the latest version, and continued use means you accept the changes.

11. Disclaimer of warranties

THE INTERFACE AND THE PROTOCOL ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE INTERFACE OR PROTOCOL WILL BE SECURE, ERROR-FREE OR UNINTERRUPTED.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MILESTONE AND ITS AFFILIATES, OFFICERS, CONTRIBUTORS AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF FUNDS, TOKENS, PROFITS, DATA OR GOODWILL, ARISING FROM YOUR USE OF THE INTERFACE OR PROTOCOL. OUR TOTAL LIABILITY FOR ANY CLAIM WILL NOT EXCEED THE GREATER OF USD 100 OR THE PROTOCOL FEES YOU PAID IN THE 12 MONTHS BEFORE THE CLAIM. [COUNSEL: confirm enforceability, consumer-law carve-outs (e.g. EU/UK), and whether a cap tied to fees is appropriate.]

13. Indemnity

You will indemnify and hold Milestone harmless from claims arising from your use of the Interface, your deals with other users, or your breach of these Terms or the law.

14. Governing law and disputes

These Terms are governed by the laws of [JURISDICTION]. [COUNSEL: choose forum / arbitration (e.g. JAMS, LCIA, SIAC), class-action waiver, small-claims carve-out, and consumer-protection exceptions.]

15. Contact

Questions about these Terms: usemilestone@gmail.com. Security reports: see our SECURITY.md (same address).