Terms of Service

1. Overview and Acceptance

These Terms of Service (the "Terms") form a legally binding agreement between you ("you", "User") and Worqen OÜ, a private limited company incorporated in Estonia (registry code [REGISTRATION NUMBER], registered address [REGISTERED ADDRESS], Tallinn, Estonia) ("Worqen", "we", "us", "our"), governing your access to and use of the Worqen website, mobile applications, smart contracts, APIs and related services (collectively, the "Service").

By creating an account, accessing or using the Service, you confirm that you have read, understood and agree to be bound by these Terms, the Privacy Policy, the Cookie Policy, and the Acceptable Use Policy. If you do not agree, you must not use the Service.

2. The Service

Worqen operates a two-sided online marketplace that connects individuals seeking work ("Workers") with individuals or entities offering paid engagements ("Employers"). Payments between Workers and Employers are settled through programmable escrow accounts on the Solana blockchain. Worqen is not a party to any contract or engagement formed between Workers and Employers; we provide the marketplace, the escrow tooling and ancillary services only.

The marketplace has two surfaces, and an engagement may begin on either: Employers publish jobs that Workers apply to, and Workers publish service listings that Employers send proposals to. These Terms apply to both surfaces and to every engagement formed through either of them, whichever party made the first approach.

Worqen is a hosting provider for User-generated content within the meaning of the EU Digital Services Act (Regulation (EU) 2022/2065) and equivalent local laws. We do not endorse, verify, curate or pre-moderate listings, profiles or messages, except where legally required or in response to abuse reports.

3. Eligibility

You may use the Service only if:

• You are at least 18 years old, or, where local law permits and a parent or legal guardian has provided verifiable consent, at least 16 years old;
• You are not located in, ordinarily resident in, or a national of any country, region or territory subject to comprehensive sanctions enforced by the United Nations, the European Union, the United Kingdom or the United States Office of Foreign Assets Control ("OFAC"), including without limitation Cuba, Iran, North Korea, Syria and the so-called Donetsk and Luhansk People's Republics and Crimea regions of Ukraine;
• You are not listed on any sanctions, watchlist or denied-persons list maintained by the United Nations, the European Union, the United Kingdom, OFAC or any other competent authority;
• You have the legal capacity to enter into binding contracts under the law of the country in which you reside;
• You have not been previously suspended or removed from the Service.

We may, at our sole discretion, refuse, suspend or terminate access for any user who fails to meet these eligibility requirements at any time.

Continuing representations. The eligibility statements above are representations you make each time you access or use the Service, and they must remain true for as long as you use it. If any of them ceases to be true — for example, if you become subject to sanctions, are added to any sanctions, watchlist or denied-persons list referred to above, relocate to or become a national or resident of a comprehensively sanctioned country or region, or otherwise cease to be eligible — you must stop using the Service immediately, cease initiating, funding, releasing or receiving any payment or escrow transaction, and notify us at legal@worqen.com. In those circumstances your permission to access and use the Service terminates automatically, in addition to any action we may take under Section 16.

We screen for sanctions during identity verification and on periodic re-verification (Section 4) rather than continuously, and settlement is non-custodial and on-chain (Section 8), so Worqen does not control your wallet and cannot reverse or freeze transactions you make from it. Keeping these representations true, and ceasing use if they stop being true, is therefore your responsibility.

4. Account Registration and Identity Verification (KYC)

Browsing public listings on the Service does not require an account. To post a job, apply to a job, send invitations, send or receive payments, or otherwise interact with other Users, you must register an account and successfully complete identity verification ("KYC").

KYC is provided by an external regulated identity-verification provider (currently Sumsub — Sum and Substance Ltd). KYC may require you to submit a government-issued identity document, a live selfie used for biometric matching, proof of address, and your date of birth. We may re-verify identity periodically, in response to risk signals, or before unlocking certain platform features.

You agree to provide true, accurate and complete information during registration and KYC, and to keep that information up to date. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account.

Acting for a business. If you open or use an account on behalf of a company, partnership or other legal entity — for example, as an Employer engaging Workers for that organisation — you represent and warrant that you are authorised to accept these Terms on that entity's behalf and to bind it to them. In that case, " you" and "User" mean both you as the individual accepting these Terms and the entity on whose behalf you act, and both are bound by them. If you do not hold that authority, you must not register, accept these Terms or transact on the entity's behalf.

Authorised users. You are responsible for all activity carried out through your account, including by any person you permit to access or operate it (each an "authorised user"). You are liable for your authorised users' acts and omissions under these Terms as if they were your own, and you must ensure that they comply with these Terms. Permitting an authorised user does not waive identity-verification requirements: each individual who operates the account must complete KYC in their own name as set out above.

Your account is personal to you. Each account is bound to a single verified holder — the natural person who completed KYC or, where the account is held by an Employer that is an entity, the authorised natural person who completed KYC on its behalf. You must register your own account and must not create an account for, or use an account belonging to, another person. Accounts are non-transferable: you may not sell, rent, lend, share, sublicense or otherwise transfer your account, your credentials or your verified status to anyone else, and you may not permit anyone else to use your account, except an authorised representative acting for the entity in whose name the account is held. We may suspend or terminate any account we reasonably believe has been transferred, sold, shared or registered in breach of this Section.

5. Worker Status and No Employment

Workers using the Service offer their services as independent contractors. Worqen is not an employer, agent, recruiter, staffing agency, partner, joint venturer or franchisor/franchisee of any User. Worqen does not direct or supervise Worker performance, set Worker schedules, withhold taxes, provide employee benefits, or guarantee any minimum amount of work or compensation.

Notwithstanding the foregoing, you acknowledge that the law of certain jurisdictions (including without limitation the United Kingdom "worker" status, the EU Platform Work Directive once transposed, Spain's "Riders Law", certain regulations in France, Germany and Italy) may classify gig workers as employees, dependent contractors or a similar protected category, irrespective of contract wording. Where such mandatory law applies, the rights and obligations created by that law will apply between the relevant Worker and Employer; Worqen does not assume those obligations on behalf of Employers.

Employer responsibility for classification. As between the Worker and the Employer, the Employer is solely responsible for correctly classifying each Worker it engages — as an independent contractor, employee, "worker", dependent contractor or any other status — under the law applicable to that engagement, and for discharging any obligations that classification creates (including any employment taxes, social-security contributions, statutory benefits, minimum-wage, working-time or termination requirements). Each Employer warrants that its classification of the Workers it engages is correct under that law and assumes all liability arising from any misclassification. Worqen makes no classification determination on behalf of any User.

Worker self-employment. Each Worker represents and warrants that it provides its services as a genuine independent business: it is free to accept or decline engagements, to work for others (including off the Service), and to determine its own working methods, hours and place of work, subject only to what it agrees directly with an Employer, and it is not subject to the direction, control or subordination of Worqen. These facts may help rebut a legal presumption that the Worker is an employee of Worqen or of an Employer; they do not, however, override any mandatory law described above, which applies irrespective of contract wording.

Worker's own insurance and benefits. Each Worker is responsible for arranging and maintaining, at its own cost, any insurance, pension and benefits appropriate to its business and required by applicable law — which may include occupational-accident, public-liability, professional-indemnity, health and disability cover — together with its own sick pay, holiday pay and retirement provision. Worqen does not provide, procure or contribute to any insurance, pension or employee benefits for Workers, and nothing in the Service constitutes such cover.

Tax responsibility. Each User is solely responsible for determining, reporting and paying all taxes (including income tax, VAT/GST and self-employment or social security contributions) arising from activity on the Service. Worqen does not withhold tax and does not provide tax advice.

6. Non-Circumvention and Conversion Option

6.1 Default restriction

The commission described in Section 8.1 is the only fee Worqen takes on a hire, and it is funded entirely by the Employer — the Worker pays nothing. Because that commission is collected only when funds are released through the on-platform escrow, and because we take no other fee on the underlying transaction, settling an engagement off-platform removes the whole of the consideration Worqen earns for introducing the parties and providing the marketplace and escrow tooling that brought them together. The restriction in this Section protects that legitimate interest; it is not a lock-in, because either party may lift it at any time by taking the engagement off-platform under the conversion option in Section 6.2.

For a period of twelve (12) months following the first interaction between a Worker and an Employer initiated through the Service (including the first message, application, invitation or hire), you agree not to solicit, engage or transact with that counter-party for substantially the same services off-platform with the intent of avoiding the Service's commission. This restriction does not prohibit communication off platform once you have hired through Worqen — it prohibits structuring transactions to avoid platform fees. This Section does not apply to a Worker and an Employer whose working relationship was formed off the Service before their first interaction through it — that is, where you did not first identify, and were not first identified by, the counter-party through the Service. Bringing a pre-existing off-platform relationship onto Worqen does not, by itself, bring that relationship within this restriction or within the conversion and circumvention fees in Sections 6.2 and 6.3.

By way of illustration and without limitation, and in each case only where done with the intent of avoiding the Service's commission, the following are examples of conduct that circumvents this Section:

• contracting or transacting directly with a counter-party you were first connected with through the Service for substantially the same services, outside the on-chain escrow and settlement path;
• funding the on-chain escrow for only part of the agreed price and settling the remaining balance off-platform, whether by an off-chain transfer or any other payment method;
• referring, or accepting a referral of, a counter-party to a third party, another platform or a personal account so that payment for substantially the same services is made off-platform;
• re-describing, re-titling or splitting substantially the same services as a separate or unrelated engagement in order to move the work off-platform.

For the avoidance of doubt, these examples do not restrict communicating off platform or continuing a working relationship once you have hired through Worqen; they apply only where the purpose or effect is to avoid the commission that would otherwise be payable on the on-chain escrow and settlement path. You may in any case take an engagement off-platform lawfully by electing the conversion option in Section 6.2.

6.2 Conversion option

At any point during the 12-month restricted period, either party may elect to take the engagement off-platform by paying Worqen a one-time conversion fee. The conversion fee is the equivalent of three (3) months of platform commission at the counter-party's most recent on-platform run-rate, or such other amount as we publish from time to time in the Fees & Charges Schedule. Once the conversion fee is paid and confirmed by Worqen, the restriction in Section 6.1 is lifted with respect to that counter-party.

6.3 Enforcement

If we determine, on reasonable evidence, that you have circumvented Section 6.1 without electing the conversion option, we may suspend your account and, at our discretion, charge a circumvention fee equal to twice the conversion fee plus reasonable enforcement costs, and pursue available legal remedies.

6.4 Who is bound

The restrictions in this Section bind you personally and, where you accept these Terms on behalf of a company or other legal entity, that entity as well. They also bind your, and that entity's, successors and permitted assigns. You may not avoid them by acting through, or by re-routing an engagement first initiated through the Service to, any different named individual, employee, agent, affiliate, group company or successor under your control or acting on your behalf.

For the purpose of your undertaking in Section 6.1, a reference to a counter-party also includes that counter-party's affiliates, group companies, personnel and successors, so that continuing substantially the same services with any of those persons off-platform, with the intent of avoiding the Service's commission, is treated the same as continuing them with the original counter-party. This Section describes your own undertaking only and does not purport to impose obligations on any person who has not accepted these Terms.

7. Worqs (In-App Credits)

"Worqs" are non-monetary in-app credits used to gate anti-spam-sensitive actions on the Service (such as posting a job, submitting an application or sending an invitation). Each new account currently receives a sign-up grant of Worqs and a recurring monthly grant. Each protected action consumes a fixed number of Worqs.

Worqs:

• are not legal tender, electronic money, e-money tokens, securities or any form of virtual currency intended for exchange;
• are not transferable between accounts and have no monetary or redeemable value;
• are not refundable except as required by mandatory consumer-protection law;
• may be granted, deducted, expired or forfeited at our discretion, including upon account deletion or termination;
• may, in the future, be available for purchase. If and when paid Worqs become available, additional purchase, refund and tax (including VAT) terms will apply and will be presented to you at the point of purchase. Until then, Worqs cannot be purchased.

8. Solana Escrow, Fees and Payments

When an Employer hires a Worker, the agreed amount is placed into a programmable escrow account controlled by the Worqen Solana smart contract (the "Escrow Program", program ID 6FtagT9Xm9b6eBHgDmxggam2KuiQbPYywUXnrs7B2gEJ) and held in a program-derived vault address (a PDA). Funds in the vault are not custodied by Worqen.

Wallet options and who holds the keys. Escrow is funded from, and released to, a Solana wallet linked to your account. The Service supports two wallet arrangements, and the custody position is different in each:

• Self-custodial external wallet — a browser or mobile wallet that you install and control yourself (for example Phantom or Solflare) and connect to the Service. Worqen never receives, stores or has access to its private key or recovery phrase, and every transaction is signed by you in your own wallet. This is the only arrangement in which Worqen is non-custodial in respect of your wallet as well as of the escrow.
• Platform-managed wallet — a Solana wallet that Worqen generates for you at your request. Its private key, and any recovery phrase, are created on our infrastructure and stored by us in encrypted form. When you instruct the Service to fund, release, cancel, tip or otherwise transact using that wallet, Worqen decrypts that key and signs and submits the transaction for you, acting only on your instruction. You may reveal and export the key or recovery phrase at any time from your wallet settings — we require you to re-enter your account password, notify you that the export happened, and record it in the wallet audit log — after which you can also use that wallet outside the Service. For as long as you use this option, Worqen holds the means of controlling that wallet; to that extent, and only in respect of that wallet, Worqen is not non-custodial.

You choose which wallet to use, and your wallet settings show which of your linked wallets are platform-managed. The escrow mechanism is identical in both cases; what differs is who holds the key that signs.

Regulatory status of Worqen. The escrow arrangement described in this Section is performed entirely on-chain by the Escrow Program: escrowed funds sit in the program-derived vault, they move only between Users' wallets and that vault, and Worqen holds no single key that can move them (see Section 8.8). Worqen operates no client, trust or "for-the-benefit-of" account, holds no fiat money, takes no deposits, pools no funds and keeps no balance on your behalf, and provides no banking, deposit-taking, fiat-transmission or fund-safeguarding service. Where you use a platform-managed wallet, however, Worqen stores the encrypted key to that wallet and signs with it on your instruction, as described above. That is a custody-like function in respect of the wallet, and we describe it as such rather than representing that the Service is non-custodial in every respect.

Worqen is not licensed or authorised as a crypto-asset service provider within the meaning of Regulation (EU) 2023/1114 ("MiCA"), as an electronic money institution (within the meaning of Directive 2009/110/EC), as a payment institution (within the meaning of Directive (EU) 2015/2366), or as a licensed escrow agent, in Estonia or in any other country; and for Users outside the European Union, Worqen is likewise not registered or licensed as a money transmitter, money services business or comparable regulated financial institution in any jurisdiction. The platform-managed wallet is offered as an ancillary convenience for using the marketplace, not as a standalone custody, safekeeping or asset-administration service, and Worqen does not buy, sell, exchange, invest, lend or stake your crypto-assets. The regulatory treatment of arrangements of this kind is developing, and we may change, restrict or withdraw the platform-managed wallet option — including by requiring you to move to a self-custodial external wallet — in response to legal or regulatory developments. Nothing in the Service should be relied upon as a regulated payment, custody or money-transmission service, and no amount held in escrow or in any wallet is a deposit or is protected by any deposit-guarantee or investor-compensation scheme.

If you prefer that we hold nothing. Use a self-custodial external wallet, or export the key to your platform-managed wallet and move your funds to a wallet you alone control. Escrowed engagements can be funded and settled end-to-end from a self-custodial external wallet; some optional payment features described in Section 8.1A may require a platform-managed wallet.

8.1 Commission

Worqen charges a 5% (500 basis points) marketplace commission on the amount released from escrow to the Worker, reduced to 3% (300 basis points) with an active Worqen Prime subscription. The commission is funded by the Employer at the time of deposit and is paid to Worqen at the moment funds are released to the Worker. The commission is refunded to the Employer if and to the extent that the Employer recovers the deposit through dispute resolution.

Those are the standard rates. Your effective commission may be lower where you qualify for a reputation-based fee reduction tied to your Worqen Score level; where both a subscription rate and a reputation-based rate apply, the lower of the two is used. See the Fees & Charges Schedule.

8.1A Tips and Non-Escrow Direct Payments

Not every payment on the Service passes through escrow. Two payment paths settle directly between the parties' own wallets and never enter the escrow vault:

• Voluntary tips. An Employer may choose to send a Worker a tip on an active, in-progress or completed engagement. A tip is voluntary, is never required by Worqen, does not form part of the agreed price, and — because no escrow is involved — cannot be recovered through the dispute process in Section 8.3. Worqen charges a fixed 2% (200 basis points) fee on tips. The fee is added on top: the Worker receives the full tip amount you specify, and the Employer pays that amount plus the fee. The tip fee applies instead of, not in addition to, the marketplace commission in Section 8.1, and a Worqen Prime subscription does not reduce it.
• Direct (non-escrow) payments. An engagement may be set up as direct-pay rather than escrowed. On a direct-pay engagement the Employer sends payment straight to the Worker's wallet at the moment of payment, with the marketplace commission added on top of the amount the Worker receives. Because nothing is ever held in escrow, a direct payment is final and irreversible when it is made: there is no vault to freeze, no release step, and the dispute process in Section 8.3 cannot recover it. The protections of escrow — funds locked before work begins, frozen on dispute, and released or refunded according to the outcome — apply only to escrowed engagements. Choose direct pay only if you are willing to accept that.

Both paths are optional and their availability may depend on the wallet type you use. In neither path does Worqen hold the funds at any point: each is a transfer between the parties' own wallets, with the applicable fee routed to Worqen in the same on-chain transaction.

8.2 Release

Funds release from escrow on the earlier of (a) mutual confirmation by the Employer and the Worker, or (b) the outcome of a dispute resolved as set out below. Until one of those events occurs, or the escrow is cancelled or refunded as described elsewhere in these Terms, the funds remain in the vault. There is no fixed-day automatic release: no number of days elapsing after the Worker submits work causes a fixed-price escrow to pay out by itself.

Where an Employer becomes unresponsive after work has been submitted, Worqen may — after a prolonged period of inactivity, and on administrative review of the messages, evidence and work products available on the Service — direct the Escrow Program to release the funds to the Worker. That review is discretionary, is carried out case by case, and is not performed to any committed timetable; we do not promise that it will happen within any particular period. If you are waiting on an unresponsive counter-party, the reliable path is to raise a dispute under Section 8.3 rather than to wait for administrative review.

Hourly (weekly-settlement) engagements settle differently: each billed tranche runs its own on-chain review window and, once that window has passed without a dispute, can be finalised on-chain by anyone, without Worqen. See the Fees & Charges Schedule Section 4A and the Disputes & Resolution Policy Section 6a.

8.3 Disputes

Either party may raise a dispute on a funded or pending-release escrow. Once raised, funds are frozen in the vault until the dispute is resolved. Worqen, acting through a multi-signature authority, will review the dispute and direct the Escrow Program to release funds in such proportions between the parties as we determine to be fair, having regard to the messages, evidence and work products available on the Service. Worqen's determination is final between the parties for the purpose of releasing funds from escrow, but it does not displace any non-waivable consumer rights or any independent right to pursue claims under Section 17.

8.4 Cryptocurrency and Wallet Risks

The Service settles in cryptocurrency on the Solana blockchain. You acknowledge that:

• Cryptocurrency prices are volatile and the value of any deposit may change between the time of deposit and the time of release;
• Blockchain transactions are irreversible. You bear full responsibility and liability for any losses arising from the use, misuse or unauthorised use of any wallet you control or connect to the Service, including without limitation losses arising from mistyped or wrong destination addresses, sending tokens of the wrong asset type or to a wrong derivation path or a wrong network, lost or compromised seed phrases, compromised hot wallets, sending to a centralised-exchange deposit address you do not actually control, and any other intentional or unintentional misuse;
• The Solana network may experience congestion, downtime, forks or upgrades that affect transaction settlement. In the event of a Solana chain reorganisation that reverses a transaction we previously treated as final, Worqen will determine in good faith whether to re-credit, reverse or seek dispute resolution; you have no claim against Worqen for chain-level events outside our reasonable control;
• Funds held in self-custodial, platform-managed or other third-party wallets are not deposits and are not protected by any deposit-guarantee scheme;
• A platform-managed wallet shifts, but does not remove, key risk. Where Worqen holds the key material for a wallet (see the wallet options described at the start of this Section), the practical route to that wallet is your Worqen account. If your account credentials or email are compromised, an attacker may be able to instruct transactions from that wallet, and a transaction so instructed is as irreversible as any other. Keep your account credentials secure and enable every account-security measure the Service offers. Nothing in this bullet limits any liability we may have for our own failure to keep stored key material secure, or any right you have under Section 14;
• Regulatory uncertainty. The regulatory regime governing blockchain technologies, digital assets and tokens is uncertain and evolving in many of the markets in which Worqen operates. New laws, regulations, sanctions designations, enforcement actions or judicial interpretations may materially adversely affect the Service, your ability to use it or the value or transferability of cryptocurrency received through it. Worqen reserves the right to alter or discontinue features in response to regulatory developments;
• The Worqen Escrow Program has not yet been independently audited. We intend to commission an independent security audit; until that audit is complete and published, the Service is provided on an "as-is" basis with respect to smart contract risk, and you should treat amounts in escrow as subject to material technical risk. The audit report, when available, will be linked at /legal/security/audit.

8.5 Settlement Asset, Denomination and Displayed Values

Escrow is funded, held and released in a single cryptocurrency for each engagement (the "Settlement Asset"). The Settlement Asset is selected by the Employer at the time of funding from the assets the Service then supports (currently the native Solana token, SOL, and supported stablecoins), and is shown to both the Employer and the Worker before the deposit is confirmed. The deposit, the amount released to the Worker and the commission for that engagement are all denominated in the same Settlement Asset; the Service does not convert between assets on your behalf.

The commission described in Section 8.1 is calculated on the gross amount released from escrow to the Worker, in the same Settlement Asset. All amounts are computed in the smallest indivisible on-chain unit of the Settlement Asset (for example, lamports for SOL). Where applying the commission percentage produces a fractional base unit, the commission is rounded down to the nearest whole base unit — Worqen never rounds a commission up — so the Worker receives the full agreed amount. Worqen does not hold, pool or net a balance on your behalf; every amount moves directly between the escrow vault and the parties on-chain.

Displayed fiat values are indicative only. Where the Service shows a fiat-currency equivalent (for example a figure in US dollars) alongside a crypto amount, that figure:

• is derived from a third-party market price feed at or around the time it is shown and is provided for your convenience only;
• is an estimate that changes continuously and may differ from the value at the moment you fund, the moment funds are released, or any later moment you convert the asset;
• is not an offer, quotation, guaranteed value or exchange rate set by Worqen. Worqen does not buy, sell, exchange or set exchange rates for any cryptocurrency, and does not guarantee that any displayed fiat value can be realised;
• does not change what you actually pay or receive. The amount funded, released and received is the crypto amount in the Settlement Asset, and you bear all conversion, spread and volatility risk associated with it.

If Worqen introduces a fiat on-ramp or off-ramp in the future (see the Fees & Charges Schedule), any conversion between fiat and cryptocurrency through that facility will be carried out at rates set by the applicable third-party provider and will typically include a spread or margin over any reference rate. Any such charges will be disclosed to you before you complete the conversion.

8.6 Correcting a Funding Mistake Before Release

Section 8.4 concerns funds that have already left your control. Separately, if you fund an escrow by mistake — for example, you fund the same engagement twice, fund the wrong escrow, or deposit more than the agreed amount — and those funds are still held in the vault and have not yet been released, a limited correction path is available.

Because escrow settlement happens on-chain in a vault that neither you nor Worqen can unilaterally empty, you cannot reverse a funded escrow yourself, and there is no chargeback, card-network or bank reversal rail behind these payments. The only window in which a funding mistake can be corrected is before the funds are released. Once funds have been released on-chain, Section 8.4 applies and the transaction is irreversible.

If you notify us promptly at billing@worqen.com while the funds are still held pre-release, we may, acting through our multi-signature authority, direct the Escrow Program to return the affected funds to the wallet they were sent from. This is a discretionary, case-by-case measure and not an automatic right. Whether and to what extent funds can be returned depends on the on-chain state of the escrow when we act — including whether it has already been released, is subject to a pending release, or is the subject of a dispute — and, depending on how the escrow is structured, a correction may require cancelling the affected escrow in full so that it can be re-funded correctly. Any marketplace commission already funded may be retained or refunded on a case-by-case basis, consistent with the Fees & Charges Schedule. We will not return funds where doing so would prejudice a Worker who has begun or completed the agreed work; in that case the matter is handled under the dispute process in Section 8.3.

This Section 8.6 does not limit Section 8.4: it creates no right to reverse a released transaction and does not apply to losses caused by sending funds to a wrong address, asset type, derivation path or network. See the Refund & Cancellation Policy for how corrections and refunds are processed.

8.7 Amounts You Owe Us; Set-Off

From time to time you may owe Worqen an amount under these Terms — for example, the conversion or circumvention fee under Section 6; an amount released to you in error (including an administrative release under Section 8.2 later reversed on dispute, or a re-credit following a chain reorganisation under Section 8.4); an amount that is the subject of a reversed payment or chargeback; or commission properly due to us. We do not charge cards and do not direct-debit bank accounts, and we cannot move funds out of a self-custodial or third-party wallet you control. Where you use a platform-managed wallet, we hold the encrypted key to it — and we undertake that we will not use that key to move funds out of your wallet in order to recover what you owe us. We sign with it only on your instruction. Instead, and only to the extent permitted by applicable law, you agree that we may set off and recover what you owe us against value that is within our control and otherwise payable or attributable to you, namely:

• sums in the escrow vault that are otherwise releasable to you: at a release where you are the recipient, we may direct the Escrow Program to net the amount you owe from your share before it reaches your wallet — the same release event at which our commission is netted under Section 8.1. We do not net against the counter-party's share or against any unrelated escrow;
• your Worqs (in-app credits) and any re-hire credit offered to you, which we may withhold, reduce or forfeit as described in Section 7 and the Refund & Cancellation Policy. These are non-monetary; forfeiting them reduces what remains outstanding but is not itself a payment of the amount owed.

We apply set-off to the items above in the order we reasonably consider appropriate, will notify you when we exercise it, and will on request explain how the amount was calculated. Where the value within our control is not enough to cover what you owe, the shortfall remains a debt due to us and our only further remedy is an ordinary contractual claim, pursued if necessary through the dispute-resolution process in Section 17; we may also suspend your account under Section 16 while an amount remains outstanding. We do not charge interest on overdue amounts, do not operate a negative-balance or credit facility, and do not report you to any credit-reference agency.

Consumers. If you are a consumer, we will exercise set-off only where and to the extent the mandatory consumer-protection law of your country of residence permits, and nothing in this Section limits any non-waivable statutory right you have, including under the Refund & Cancellation Policy.

8.8 Insolvency and Discontinuation

Amounts placed in escrow are held in the program-derived vault (the PDA) controlled by the Escrow Program — not in any Worqen bank account or Worqen-controlled wallet. Worqen holds no single key that can move those funds; the only platform action capable of directing a vault is exercised through the multi-signature authority described in Section 8.3. For these reasons, amounts in the vault do not form part of Worqen's own assets, and the insolvency, administration, liquidation or discontinuation of Worqen does not, by itself, freeze, capture or transfer funds held in escrow. This statement describes how the Service is built; it is not a legal guarantee that escrowed funds are beyond the reach of every creditor in every jurisdiction, which depends on the applicable law.

If Worqen ceases to operate. Because the Escrow Program runs on the Solana blockchain independently of Worqen, its on-chain recovery paths remain available even if we stop providing the Service:

• For a funded escrow that is not in dispute, the parties keep on-chain control. The release of funds to the Worker can be completed once the required confirmations are in place, and the Employer and Worker can jointly cancel and split the funds by both signing — in each case directly by the parties, without any Worqen key.
• For a disputed (frozen) escrow, a Worqen-directed split of the funds is made through the multi-signature authority and therefore depends on Worqen remaining operational. So that disputed funds can never be permanently stranded by an unresponsive platform, every dispute carries a mandatory on-chain deadline (currently no more than 90 days). Once that deadline passes, anyone — not only Worqen — may trigger the on-chain release, which pays the remaining escrowed amount to the Worker. It follows that, if Worqen were unavailable to resolve a dispute, the default on-chain outcome after the deadline would favour the Worker, and a negotiated split or Employer refund through dispute resolution would no longer be available.

Where a discontinuation is planned, we will use reasonable efforts to give advance notice and to help parties complete or wind down open escrows beforehand. Nothing in this Section creates any deposit-guarantee, insurance or custody protection — Worqen provides none, and funds in escrow are not deposits (see Section 8.4).

9. User Content and Licence

You retain all ownership in the content you submit to the Service (job descriptions, profile information, portfolio items, messages, reviews and uploaded files — "User Content"). By submitting User Content, you grant Worqen a worldwide, non-exclusive, royalty-free, sublicensable licence to host, store, reproduce, display, distribute, adapt and transmit your User Content as strictly necessary to operate, improve, secure, market and provide the Service, and to comply with our legal obligations. This licence terminates when you delete the User Content, except to the extent retention is required by law (for example, dispute records or audit logs) or for back-up rotation.

You represent and warrant that you own or have the necessary rights to grant the foregoing licence and that your User Content does not infringe any third-party right.

Feedback. Separately from User Content, you may choose to send us suggestions, ideas, feature requests, improvements or other feedback about the Worqen platform, the Service or our business ("Feedback"). You are never obliged to give us Feedback. If you do, you grant Worqen a perpetual, irrevocable, worldwide, royalty-free and sublicensable right to use, reproduce, adapt and incorporate that Feedback for any purpose, including to develop and improve the Service, without any obligation to compensate you, to credit you, or to keep the Feedback confidential. This paragraph applies only to Feedback about Worqen itself: it does not extend the licence to any User Content, which remains governed by the rest of this Section, and it does not change how we handle any personal data, which is governed by our Privacy Policy regardless of any right granted here.

9A. Work Product and Deliverables (Default Terms Between Users)

This Section sets out the default rule for who owns the work a Worker produces for an Employer where the engagement is booked and paid through the Service. These are default terms that form part of the engagement between the Worker and the Employer only. Worqen is not a party to them, gives no warranty of title, and takes no ownership of any Deliverable. The Worker and Employer are free to agree different terms in writing (for example in the job posting, an accepted proposal, a statement of work or a separate contract); where they do, their agreement prevails over this Section to the extent of any conflict.

In this Section, "Deliverable" means the work product a Worker creates specifically for an Employer under an engagement booked through the Service — for example code, designs, written content, media, data or other agreed outputs — as described in the job posting, agreed scope or milestone. "Background Materials" (also referred to as "Background IP") means materials, tools, know-how, libraries and intellectual property that a Worker owned or developed independently of the engagement, together with any third-party or open-source components incorporated into a Deliverable.

9A.1 Ownership before payment

Until the Worker has been paid in full for the relevant Deliverables, the Worker retains all intellectual-property rights in them. Sharing draft, partial or preview Deliverables through the Service before payment does not transfer any ownership to the Employer.

9A.2 Assignment of the Deliverable on release

When escrow funds for a Deliverable are released in full to the Worker under Section 8.2, the Worker assigns to the Employer, with effect from the moment of release, all economic and exploitation rights in that Deliverable that the Worker is legally able to assign — including the right to use, reproduce, modify, adapt, distribute, publicly display and create derivative works, without further payment. Release is the trigger for this assignment. Where applicable law does not permit such an assignment to take effect (for example, where the author's copyright is not fully transferable), the Worker instead grants the Employer an exclusive, worldwide, perpetual, irrevocable, royalty-free and sublicensable licence to use, reproduce, modify and exploit the Deliverable for the purpose for which it was commissioned. Because a blockchain release is final and irreversible (see Section 8.4 and the Refund & Cancellation Policy), the assignment is likewise permanent; neither the Worker nor Worqen can reverse it.

9A.3 Background Materials and third-party components

The Worker retains ownership of their Background Materials. To the extent Background Materials or third-party or open-source components are incorporated into a Deliverable, the Worker grants the Employer, from the moment of release, a perpetual, worldwide, non-exclusive, royalty-free licence to use those components as part of the Deliverable and for the purpose for which the Deliverable was commissioned. This licence is sufficient for the Employer to use the Deliverable as delivered, but it does not transfer ownership of the Background Materials themselves. Third-party and open-source components remain subject to their own licence terms, which the Employer must observe, and the Worker is responsible for holding the rights needed to include them.

9A.4 Where the Worker is not paid

If the escrow is refunded to the Employer in full and the Worker receives nothing for a Deliverable, ownership of that Deliverable stays with the Worker and no assignment or licence arises in the Employer's favour. Submitting or previewing work in escrow for review does not by itself grant the Employer any right to use it; until release, and if release does not occur, the Employer must not use, exploit, publish or retain the Deliverable and must treat it as the Worker's confidential material. The Employer's remedies for non-delivery lie in the Disputes & Resolution Policy, not in unpaid use of the work.

9A.5 Split and partial releases

Where a dispute results in a split release (part of the deposit to the Worker, part refunded to the Employer), the Deliverable is not assigned to the Employer. Instead, unless the parties agree otherwise, the Worker grants the Employer a non-exclusive, worldwide licence to use the delivered work for the purpose for which it was commissioned, proportionate to the amount released to the Worker, and the Worker retains ownership and all Background Materials. Full ownership assignment under Section 9A.2 occurs only where the Deliverable is paid for in full.

9A.6 Moral rights

Under the Estonian Copyright Act, and comparable laws protecting authors' moral rights in other jurisdictions (such as the German Urheberrechtsgesetz and the French "droit moral" regime), an author keeps certain personal rights — including the right to be attributed as author and the right to object to derogatory treatment of the work (the right of integrity) — that are personal to the author and cannot be assigned or fully waived. Nothing in this Section transfers or extinguishes those non-waivable moral rights, which remain with the Worker as author.

To the fullest extent permitted by applicable law, and in consideration of full payment for the Deliverables, the Worker consents to the Employer's agreed use of the Deliverables — including publishing, reproducing, modifying, adapting, translating, combining and further developing them, and using them with or without crediting the Worker — and agrees not to assert moral rights so as to prevent or interfere with that agreed use. This is a consent to the Employer's agreed use, given to the fullest extent the law allows; it is not, and does not purport to be, a waiver of any moral right that applicable law does not permit to be waived.

9A.7 Worker's warranty and indemnity to the Employer

When you submit a Deliverable to an Employer as a Worker, you warrant to that Employer that the Deliverable is your own original work, or is otherwise properly licensed for the use the Employer has commissioned — expressly including compliance with the licence terms of any open-source components and any AI tool used to produce it (see AI Use Policy, Section 6) — and that it does not infringe the intellectual-property, confidentiality or other rights of any third party. This warranty runs to the Employer and is in addition to, not a replacement for, the representation you give Worqen under Section 9.

If you breach that warranty, you will indemnify the Employer against third-party claims, damages, settlements and reasonable legal fees the Employer incurs as a result — for example, where a third party alleges that a Deliverable you submitted infringes its rights. This indemnity is intended to cover the Employer's residual exposure beyond anything the Employer recovers through the escrow-dispute process under our Disputes & Resolution Policy, which can only redistribute funds held in escrow; it does not duplicate that remedy.

9A.8 Portfolio and work samples

Subject to the confidentiality obligations in Section 9C (Confidentiality between Users) and to any intellectual-property assignment under Section 9A.2 or otherwise agreed between the parties, a Worker may display completed, non-confidential Deliverables as samples of their work — for example in an on-platform portfolio, an off-platform portfolio, or a proposal to another Employer. A Worker must not display any Deliverable, or any part of one, that:

• the parties have agreed to keep confidential, or that is confidential under Section 9C;
• reveals an Employer's non-public information, credentials, personal data or trade secrets; or
• the parties have agreed the Worker may not show.

Where the parties agree that work may be shown only with attribution, only anonymised, or only after a delay, the Worker will honour that agreement. This right to display work samples is a default that yields to any express agreement between the Worker and the Employer, gives the Worker no right beyond the intellectual-property position set out in Section 9A.2, and does not override or expand the User Content licence in Section 9. Worqen does not verify, endorse, or take responsibility for the accuracy of any work sample a Worker chooses to display.

9A.9 Worqen is not a party; ownership disputes

The warranties, licences and indemnity in this Section run solely between the Worker and the Employer. Worqen is not a party to them, does not verify, monitor, guarantee or enforce them, acquires no ownership of any Deliverable, and assumes no liability for a User's breach of them. Consistent with Section 13, Worqen does not warrant that any Deliverable is original, non-infringing or fit for purpose. This Section does not affect the licence you grant Worqen to host and operate your User Content under Section 9.

Worqen's escrow and dispute process decides only the movement of funds and does not adjudicate the ownership of intellectual property. As noted in the Disputes & Resolution Policy, any dispute between Users about the ownership, assignment or infringement of intellectual property in a Deliverable is resolved through arbitration under Section 17, or under your statutory rights, and not by the escrow-release decision. If any part of this Section is held unenforceable, the remainder continues to apply.

9B. Reviews and Feedback

The Service lets Workers and Employers leave ratings and written feedback about one another ("Reviews"). Reviews are a form of User Content and are also governed by Section 9 and by our Acceptable Use Policy.

9B.1 Who may leave a Review

You may leave a Review only about a counter-party with whom you have completed a genuine engagement that was funded and settled through the Solana escrow described in Section 8. A Review must reflect your own first-hand experience of that engagement. We limit Reviews to the parties of a settled on-chain engagement so that feedback relates to real work, but we do not individually verify, curate or pre-moderate Reviews (see Section 2) and we do not describe Reviews as independently verified.

9B.2 Reviews are opinion, not Worqen's statements

Each Review is the personal opinion of the User who wrote it and describes that User's own experience. Reviews are not statements, representations, endorsements or recommendations by Worqen, and we do not adopt or guarantee their accuracy. You are solely responsible for the Reviews you publish, which must be honest, based on your actual experience, and must not be false, misleading, defamatory or unlawful. Any reliance you place on another User's Review is at your own risk.

9B.3 No manipulation, retaliation or coercion

In addition to the anti-manipulation rules in our Acceptable Use Policy (which prohibit fake, incentivised or coordinated ratings and multi-account rating manipulation), you must not:

• offer, request, exchange or accept anything of value in return for leaving, changing, withholding or removing a Review, including trading Reviews between accounts;
• threaten, harass, pressure or retaliate against a counter-party because of a Review they have left, or in order to influence a Review they may leave;
• condition the delivery of work, the confirmation of completion, the release of escrow funds, or any other obligation on receiving a particular or favourable Review.

9B.4 How Reviews are used

Ratings and completion signals derived from Reviews may be shown on profiles and may feed the reputation signals used to rank listings, applicants and search results, as described in our DSA Information page.

9B.5 Editing and removal

We do not edit the substance of a Review. We may, however, decline to publish, limit the visibility of, or remove a Review where we reasonably determine that it breaches these Terms or the Acceptable Use Policy, is unlawful, defamatory or discloses personal data without a lawful basis, results from manipulation, coercion or retaliation, or does not relate to a genuine settled engagement. Anyone may report a Review they believe is illegal or non-compliant through the reporting mechanism described in these Terms and in our DSA Information page, and affected Users receive a statement of reasons and a right to appeal as set out there. Because on-chain settlement is irreversible, removing or withholding a Review does not reverse, release or otherwise change any completed escrow payment.

9C. Confidentiality between Users

Workers and Employers frequently exchange sensitive information in order to scope, negotiate or carry out an engagement — for example project briefs, unreleased materials, business plans, customer lists, source code, non-public financial information, and third-party account or access credentials. This Section sets a baseline duty of confidence between the two Users to an engagement. It runs directly between the Worker and the Employer; Worqen is not a party to it, does not enforce it on either User's behalf, and this Section creates no obligation of Worqen towards any User. This Section is separate from, and does not concern, the confidentiality of your own account credentials addressed in Section 4.

9C.1 Confidential Information

"Confidential Information" means any non-public information that one User (the "disclosing User") discloses to another User (the "receiving User") in connection with an actual or prospective engagement on the Service, whether disclosed in writing, orally, visually, or through files or granted access, and that is either marked or stated to be confidential or would reasonably be understood to be confidential given its nature or the circumstances of disclosure. It includes trade secrets within the meaning of the EU Trade Secrets Directive (Directive (EU) 2016/943) and equivalent local laws.

9C.2 Obligations of the receiving User

The receiving User agrees to:

• use the Confidential Information solely for the purpose of the engagement for which it was disclosed, and for no other purpose;
• not disclose the Confidential Information to any third party without the disclosing User's prior consent, except to its own personnel, contractors or advisers who need it for that engagement and are bound by equivalent duties of confidence;
• protect the Confidential Information using at least the degree of care it uses for its own confidential information, and in any event no less than reasonable care;
• not reuse, resell or otherwise exploit the Confidential Information for its own or any other party's benefit, whether during the engagement or after it ends.

9C.3 Exceptions

The obligations in Section 9C.2 do not apply to information that the receiving User can show:

• is or becomes public through no act or omission of the receiving User;
• was lawfully known to the receiving User, free of any duty of confidence, before it was disclosed;
• is independently developed by the receiving User without use of or reference to the Confidential Information;
• is lawfully received from a third party who was free to disclose it without breach of any duty of confidence.

The receiving User may also disclose Confidential Information to the extent required by law, regulation or a competent court or authority, provided that, where lawful and practicable, it gives the disclosing User reasonable prior notice so that the disclosing User may seek protective measures.

9C.4 Personal data and platform rules

Where Confidential Information includes personal data, each User must also comply with applicable data-protection law and with the restrictions on sharing other people's personal data set out in our Acceptable Use Policy. Nothing in this Section permits any use that those rules, or the restriction on training artificial intelligence on other Users' content in our AI Use Policy, would otherwise prohibit. This Section supplements, and does not replace, the protection that trade-secret and data-protection law already give the disclosing User regardless of contract.

9C.5 Duration and separate agreements

These obligations continue for as long as the information remains confidential and, in the case of trade secrets, for as long as the information qualifies for protection under applicable law. Users are free to agree separate, stricter or longer confidentiality terms — including a signed non-disclosure agreement — directly between themselves; where they do, that agreement governs the relationship between those Users to the extent it conflicts with this Section. This Section does not affect Worqen's own handling of information, which is governed by our Privacy Policy and, where applicable, our Data Processing Addendum.

10. Prohibited Conduct

Use of the Service is subject to our Acceptable Use Policy. Without limitation, you must not:

• post unlawful, fraudulent, deceptive, harassing, defamatory, or sexually exploitative content;
• post jobs or services that violate applicable labour, immigration, export-control, sanctions or AML laws;
• use the Service to launder funds, finance terrorism, evade taxes or sanctions, or conduct any other unlawful financial activity;
• use the Service to export, re-export, transfer, broker or otherwise supply any goods, software, technology or technical data — or to provide technical assistance in relation to them — where their export or transfer is controlled under the EU Dual-Use Regulation (Regulation (EU) 2021/821) or under equivalent United Kingdom or United Nations export-control or dual-use regimes, in breach of those controls or without a licence they require;
• impersonate any person or entity, or misrepresent your identity, qualifications, licences or affiliation;
• scrape, copy or otherwise extract data from the Service except via APIs we expressly provide;
• interfere with the integrity or performance of the Service, including by reverse engineering the Escrow Program except as permitted by mandatory law.

11. Reporting Illegal Content; DSA

If you believe content on the Service is illegal or violates these Terms, you may report it through the in-app reporting form on the relevant listing or message, or by emailing abuse@worqen.com. For copyright and other intellectual-property complaints, please contact dmca@worqen.com and see the notice-and-counter-notice procedure in our DSA Information page. We will assess reports without undue delay and may take action including content removal, account suspension or, where required, notification to law-enforcement authorities. EU users have additional rights under the EU Digital Services Act, including the right of redress and the right to refer disputes to a certified out-of-court dispute settlement body or to the relevant Digital Services Coordinator.

12. Professional Licences and Background Checks

Some categories of work — including but not limited to medical, legal, financial, childcare, electrical, plumbing and construction services — are regulated and may require specific licences, insurance or background checks. Worqen does not verify professional licences, insurance, certifications or criminal-record status. Employers are solely responsible for verifying that any Worker they engage holds the qualifications required by applicable local law. Workers are responsible for performing only services they are legally entitled to perform.

13. Disclaimers

The Service is provided "AS IS" and "AS AVAILABLE". To the maximum extent permitted by law, Worqen disclaims all warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy and uninterrupted availability. Worqen does not warrant that any Worker, Employer, listing or transaction is suitable, lawful or safe.

14. Limitation of Liability

To the maximum extent permitted by applicable law, Worqen, its affiliates, officers, employees and agents will not be liable for any indirect, incidental, consequential, special or punitive damages, lost profits, lost revenues, lost data or business interruption, whether based on contract, tort or otherwise, arising out of or in connection with your use of the Service.

Worqen's aggregate liability to you for any and all claims arising under or in connection with the Service in any 12-month period will not exceed the greater of (a) the total commissions actually paid by you to Worqen in that 12-month period, or (b) one hundred euros (EUR 100). Nothing in these Terms excludes or limits liability that cannot be excluded under mandatory law (including liability for fraud, gross negligence, death or personal injury caused by negligence, and any non-waivable consumer rights).

15. Indemnification

You agree to defend, indemnify and hold harmless Worqen and its affiliates from and against any claim, demand, loss, damage, liability and expense (including reasonable legal fees) arising out of or related to (a) your User Content; (b) your breach of these Terms or any applicable law; or (c) your engagement, dispute or transaction with another User.

15A. Release of Claims

15A.1 Who is released

In this Section, the "Released Parties" are Worqen, its affiliates, and their respective officers, directors, employees and agents, together with the individuals who hold or exercise the keys of the multi-signature platform-authority described in our Disputes & Resolution Policy — namely the operations, security and external signers — when they act in that capacity.

15A.2 Disputes and transactions with other Users

Because Worqen is not a party to the contract between a Worker and an Employer (Section 2), any claim about the quality, timing, delivery, payment, non-payment or refund of work is a matter between those two Users. To the maximum extent permitted by applicable law, you release the Released Parties from all claims, demands and damages of every kind arising out of or connected with a dispute, engagement or transaction between you and another User. Your remedies for such a dispute lie against the other User and, where our escrow tooling is involved, through the process set out in Section 8.3 and the Disputes & Resolution Policy.

15A.3 Our dispute-resolution role

When we review a dispute and direct the Escrow Program to allocate frozen funds between the parties (Section 8.3), we act as a neutral facilitator applying our published process in good faith — not as a court, and not as a party with a stake in the outcome. To the maximum extent permitted by applicable law, you release the Released Parties from any claim that a good-faith allocation decision was wrong, that funds should have been split differently, or that we should have decided a counter-party's breach in your favour. This release covers the good-faith decision itself; it does not cover fraud, bad faith or gross negligence in reaching it.

15A.4 What this release does not cover

This release does not waive, and nothing in this Section limits:

• any claim for Worqen's own breach of these Terms, fraud, gross negligence, wilful misconduct, or death or personal injury caused by negligence;
• your right to bring proceedings against the other User;
• your right to pursue claims against Worqen under Section 17, together with the preservations set out in Section 8.3 and in Section 9 of the Disputes & Resolution Policy;
• any statutory or other right that cannot be waived under mandatory law, including the non-waivable consumer rights of Users ordinarily resident in the European Union, the United Kingdom, Brazil or a comparable jurisdiction.

If you are a consumer, this release applies only so far as mandatory consumer-protection law allows; in practice it operates between business Users and in respect of our good-faith dispute-resolution role, and it never removes a right your local law says you cannot give up.

16. Suspension and Termination

We may suspend or terminate your account, or restrict your access to all or part of the Service, immediately and without notice if we reasonably believe you are in material breach of these Terms, applicable law, or our risk, fraud, sanctions or AML policies.

Related and evading accounts. Operating more than one account to evade enforcement is prohibited under our Acceptable Use Policy. Where we reasonably determine that a separate account is linked, related or affiliated to an account we have suspended or terminated — for example on the basis of shared identity-verification data, device, wallet or contact details — we may suspend or terminate that separate account, and we may close any account created or operated to circumvent a suspension or termination. This right is in addition to, and does not limit, the eligibility requirement in Section 3, under which a person previously suspended or removed from the Service may not use it. Each account we action under this Section receives its own statement of reasons and right to appeal as set out below.

Statement of reasons. Where we restrict the visibility, monetisation or availability of your User Content, or your account, we will provide you a statement of reasons consistent with Article 17 of the EU Digital Services Act, as further described in our DSA Information page.

Business users. Where required by EU Regulation 2019/1150 (the Platform- to-Business Regulation), we will provide a statement of reasons and at least 30 days' prior notice before terminating a business User's account, except where law, fraud or imminent harm requires faster action.

Right to appeal. If your account is suspended or terminated, you may appeal in writing to legal@worqen.com within 30 days; we will respond within 14 days. The right to appeal does not delay any suspension necessary to prevent imminent harm. EU users may additionally use the internal complaint-handling system described in our DSA Information page and have the right to refer the matter to a certified out-of-court dispute settlement body.

You may delete your account at any time from account settings, subject to retention of records required for tax, audit, dispute resolution and AML compliance.

Effect on open engagements and funded escrow. Suspension, termination or your own deletion of an account does not by itself close a funded escrow or end a live engagement between a Worker and an Employer. Any amount already held in the program-derived vault remains in the vault and continues to be governed solely by the Escrow Program (see Section 8). Pending-release, auto-release and dispute logic continue to operate through the Escrow Program and Worqen's multi-signature authority regardless of the status of either party's account, and the maximum custody window and release timing set out in the Fees & Charges Schedule continue to apply. Because Worqen does not custody these funds and can direct their movement only through a 2-of-3 multi-signature authority (see Section 7 of the Disputes & Resolution Policy), Worqen cannot unilaterally seize or claw back amounts held in the vault on the basis of account status alone, and cannot reverse a transfer once funds have left the vault to a User's wallet (blockchain transactions are irreversible — see Section 8.4).

Surviving obligations. A User whose account is suspended, terminated or deleted remains bound by any engagement they have entered into through the Service and by every obligation that by its nature should survive, including any accrued commission, the non-circumvention and conversion terms in Section 6 (which continue to run for the remainder of the applicable 12-month window), and Sections 14 (Limitation of Liability), 15 (Indemnification) and 17 (Disputes; ICC Arbitration; Class-Action Waiver). Suspension or termination of an account is in addition to, and not instead of, resolving any open escrow or dispute in accordance with Section 8 and the Disputes & Resolution Policy.

Payouts to a suspended or terminated party. A suspended, terminated or self-deleting party may still receive a release, payout or refund on-chain under the normal escrow and dispute rules, except where a legal hold, court order, or a sanctions or AML obligation (see Section 3) requires the relevant funds to be withheld, frozen or otherwise handled to comply with applicable law, in which case release will be paused or directed as those obligations require.

17. Disputes; ICC Arbitration; Class-Action Waiver

Mandatory arbitration. Any dispute, controversy or claim arising out of or relating to these Terms, the Service, or the formation, performance, breach, termination or validity hereof, that is not resolved by good-faith negotiation within 30 days, will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the "ICC") by one or more arbitrators appointed in accordance with the said Rules. The seat of arbitration will be Tallinn, Estonia. The language of the arbitration will be English.

Free, escrow-capped resolution first. Most disagreements about the release of funds from a Worqen escrow can be resolved at no cost, before any arbitration under this Section, through the in-house mediation and appeal process in our Disputes & Resolution Policy. The remedy available through that process is limited to the amount held in the relevant on-chain escrow vault: it can direct how the deposit is released between the parties, but it cannot award more than the deposit. This scope limit applies only to that platform-facilitated remedy and does not cap, waive or reduce any non-waivable consumer right, nor any independent claim a party may bring under this Section for losses beyond the deposit.

Expedited procedure for smaller claims. Where a claim proceeds to ICC arbitration under this Section and its amount in dispute falls below the monetary threshold set out in the ICC Rules, the ICC Expedited Procedure Provisions apply automatically, unless the parties agree otherwise or the ICC Court determines they should not: a sole arbitrator, a streamlined timetable and, where the arbitrator so directs, a decision on the documents alone without a hearing. The parties may also agree in writing to apply those Provisions to a claim above the threshold. This keeps the cost of resolving a smaller claim proportionate to the amount at stake.

Class-action waiver. To the maximum extent permitted by law, all claims must be brought on an individual basis. You waive any right to participate in any class, collective, representative or consolidated action. The parties acknowledge that this Class-Action Waiver is a material and essential element of this Agreement, and that the Agreement would not have been entered into without it.

Interim and injunctive relief. Notwithstanding the agreement to arbitrate above, either you or Worqen may apply to a court of competent jurisdiction for urgent interim, provisional, conservatory or injunctive relief — including to preserve the confidentiality of information, to prevent or stop the misuse of intellectual property, or to restrain a breach of the non-circumvention obligations in Section 6 — at any time before or during an arbitration. Applying for such relief is not a waiver of, and is not incompatible with, the agreement to arbitrate, and does not limit the authority of the arbitral tribunal, or of an emergency arbitrator under the ICC Rules, to order interim measures.

Court forum for non-arbitrable and enforcement matters. Subject to the consumer carve-outs below and to any court that mandatory law requires, the courts of the Republic of Estonia sitting in Tallinn have jurisdiction over any claim between you and Worqen that mandatory law does not permit to be resolved by arbitration. Recognition and enforcement of an arbitral award, and applications for the interim or injunctive relief described above, may be brought before those courts or before any other court of competent jurisdiction as permitted by applicable law.

Consumer carve-outs. If you are a consumer ordinarily resident in the European Union, the United Kingdom, Brazil or any other jurisdiction whose mandatory law gives you the right to bring proceedings in the courts of your place of residence, those rights are not affected by this Section. EU consumers may also use the European Commission's online dispute resolution platform at ec.europa.eu/consumers/odr.

Severability and fallback. If the Class-Action Waiver above is held unenforceable as to a particular claim, that claim alone will be severed and brought exclusively in the competent courts of Estonia, while arbitration of all remaining claims continues in full force and effect. If the agreement to arbitrate set out in this Section is held wholly invalid or unenforceable, disputes that would otherwise be arbitrated will instead be resolved by the competent courts of Estonia under Section 18, and the remainder of these Terms will continue in full force and effect. Nothing in this Section overrides the Consumer carve-outs above or any non-waivable right of a consumer to bring proceedings in the courts of their place of residence.

18. Governing Law

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the law of the Republic of Estonia, without regard to its conflict-of-laws rules. Mandatory consumer-protection laws of the country in which a consumer ordinarily resides will apply where they cannot be derogated from by contract.

19. Changes to the Terms and Incorporated Policies

We may update these Terms and any policy incorporated by reference into or supplementing them — including the Privacy Policy, the Cookie Policy, the Acceptable Use Policy, the Fees & Charges Schedule, the Refund & Cancellation Policy, the Disputes & Resolution Policy, the Identity Verification Policy and the AI Use Policy — from time to time. Each of those policies carries its own effective date and version number, which we update when that policy changes; this Section is the single mechanic that governs how these Terms and any of those policies may be amended, so that no incorporated or supplementing policy is amendable on an undefined basis.

If we make material changes to these Terms or to any of those policies, we will notify you by email and/or by a notice in the Service at least 14 days before the changes take effect. Continued use of the Service after the effective date of the revised Terms or revised policy constitutes acceptance of that change. Where a change is required by law, or is reasonably necessary to address a security risk, fraud or imminent harm, it may take effect sooner. Where these Terms or a specific policy set a longer notice period for a particular type of change, that longer period applies to that change.

Business users. Where you use the Service as a business User within the meaning of EU Regulation 2019/1150 (the Platform-to-Business Regulation), we will give at least 15 days' prior notice of material changes to these Terms or to any incorporated or supplementing policy, and a longer period where reasonably necessary to allow you to make technical or commercial adaptations, except where a shorter period is permitted under that Regulation (including changes required by a legal or regulatory obligation or needed to counter an unforeseen and imminent danger). You may terminate your account before the changes take effect.

20. Contact

Worqen OÜ — Tallinn, Estonia
General: legal@worqen.com
Privacy / Data Protection Officer: dpo@worqen.com
Abuse / illegal content: abuse@worqen.com
Copyright (DMCA / IP): dmca@worqen.com

21. General Provisions

This Section sets out general provisions that apply to your agreement with Worqen as a whole.

21.1 Entire Agreement

These Terms, together with the policies and schedules they expressly incorporate by reference — the Privacy Policy, the Cookie Policy, the Acceptable Use Policy, the Fees & Charges Schedule, the Refund & Cancellation Policy, the Disputes & Resolution Policy, the Identity Verification Policy, the AI Use Policy, the DSA Information page, the Data Processing Addendum (where it applies to you), the Sub-processors list and any other policy or schedule we link from within them — constitute the entire agreement between you and Worqen relating to the Service, and supersede all prior or contemporaneous proposals, understandings, representations, statements and agreements, whether oral or written, on the same subject matter.

No reliance. Except as expressly set out in these Terms, you agree that you have not relied on, and will have no remedy in respect of, any statement, representation or assurance (whether made innocently or negligently) that is not set out in these Terms. Nothing in this Section excludes or limits any liability for fraud or fraudulent misrepresentation, any liability that cannot be excluded or limited under mandatory law, or any non-waivable right you have as a consumer.

Negotiated enterprise terms. Where you and Worqen have entered into a separate written agreement signed by an authorised representative of Worqen (for example a master services agreement or an enterprise agreement, including any principal Services agreement referred to in our Data Processing Addendum), that signed agreement prevails over these Terms to the extent of any conflict, but only in respect of the matters it expressly covers and only for the Users it names; in all other respects these Terms continue to apply. No purchase order, standard terms or other document issued by you varies these Terms unless we have accepted it in a writing signed by an authorised representative of Worqen.

21.2 Order of Precedence

Because these documents address overlapping subject-matter — for example, the mechanics of escrow release appear in Section 8 of these Terms, in the Fees & Charges Schedule and in the Refund & Cancellation Policy — any conflict or inconsistency between them is resolved in the following order of priority, from highest to lowest, and always subject to the overriding rights below:

• First, any separately signed written agreement between you and Worqen, where one exists (for example, an enterprise or master services agreement), prevails over these Terms and the incorporated policies to the extent of the conflict;
• Second, these Terms prevail over the incorporated policies to the extent of the conflict;
• Third, as between the incorporated policies themselves, the policy that specifically governs the subject-matter in question prevails over any other policy that addresses that subject-matter only incidentally (for example, the Fees & Charges Schedule controls the detail of commission and escrow release timing, the Refund & Cancellation Policy controls refunds, the Disputes & Resolution Policy controls how disputes are handled, and the Identity Verification Policy controls KYC);
• Fourth, any side-agreement, arrangement or informal communication between Users, or between you and Worqen support staff, ranks last and does not vary these Terms or the incorporated policies unless it is a separately signed written agreement of the kind described above.

Two matters take priority over the order set out above:

• Mandatory consumer rights. Nothing in these Terms or the incorporated policies removes, limits or takes priority over any right you have that cannot be waived under the mandatory law of your place of residence, including the non-waivable consumer-protection rights referred to in Sections 17 and 18. Those rights prevail over everything in this legal centre to the extent of any conflict.
• Data Processing Addendum. The Data Processing Addendum keeps its own internal order of precedence, as stated in Section 11 of that Addendum: where the DPA applies, it prevails over these Terms to the extent of any conflict on data-protection matters, and the EU Standard Contractual Clauses prevail over the DPA to the extent of any conflict. Nothing in this Section changes that.

21.3 Assignment

By you. Your account is personal to you and tied to your verified identity (see Section 4). You may not assign, transfer, sublicense or otherwise dispose of your account, or any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. Any purported assignment or transfer made without our consent — including any attempt to sell, rent, lend or otherwise traffic an account or its verification status — is void and may be treated as a material breach under Section 16.

By Worqen. We may assign or transfer these Terms, in whole or in part, to an affiliate or to a successor in connection with a merger, reorganisation, change of control or sale of all or substantially all of the assets to which the Service relates, provided that the transferee agrees to assume our obligations under these Terms and that the assignment does not reduce your rights or the guarantees available to you as a consumer. Where such an assignment materially affects your rights, we will notify you by email and/or through the Service at least 30 days before it takes effect, and you remain free to close your account before that date if you do not wish to continue. Because funds in escrow are held in a non-custodial program-derived vault controlled by the Escrow Program (see Section 8) and not by Worqen, a change in Worqen's ownership or corporate structure does not by itself affect funds held in that vault.

21.4 Severability and Reform

If any provision of these Terms is held to be invalid, illegal or unenforceable by a court, arbitrator or other competent authority, that provision will be reformed and applied, only to the minimum extent necessary, so as to give effect to its original intent as closely as a valid and enforceable provision allows. If it cannot be so reformed, it will be severed from these Terms.

The invalidity, illegality or unenforceability of any provision, or of part of a provision, does not affect the validity or enforceability of the remaining provisions, which will continue in full force and effect. A finding that a provision is invalid or unenforceable in one jurisdiction does not, of itself, affect its validity or enforceability in any other jurisdiction.

This Section operates without prejudice to any mandatory consumer-protection or other non-waivable law that applies to you; where such law would produce a more protective result, that law prevails to the extent of any conflict.

21.5 No Waiver

No failure or delay by Worqen in exercising any right, power or remedy under these Terms operates as a waiver of it, and no single or partial exercise of any right, power or remedy prevents any further exercise of that or any other right, power or remedy. If we choose not to enforce a breach, or delay enforcing it — for example, declining to charge a circumvention fee under Section 6.3, or overlooking a minor breach of the Acceptable Use Policy — that decision applies only to the specific instance and does not waive our right to act on the same breach later, or on any subsequent breach of the same or any other provision. To be effective, a waiver must be given by us in writing, and applies only to the matter and for the purpose for which it is expressly given.

This Section does not exclude or limit any non-waivable consumer rights, any mandatory protection under the law of the country in which a consumer ordinarily resides, or the duty of good faith under Estonian law, and a course of dealing or conduct may still take legal effect where mandatory law so provides.

21.6 Survival

Termination of these Terms, closure or deletion of your account, or discontinuation of the Service does not release either party from any obligation that accrued before that event, and does not affect any provision that, by its nature, is intended to continue afterwards. For the avoidance of doubt, the following survive termination, account closure or deletion and continue in effect to the extent permitted by applicable law:

• the non-circumvention restriction and conversion option in Section 6, including the twelve (12) month restricted period (which runs from the first interaction, not from account status, and is not shortened by closing or deleting your account), the conversion option, and any conversion or circumvention fee already due;
• your tax responsibility under Section 5 for activity that took place while you used the Service;
• the finality, as between the parties, of any escrow release already directed under Section 8.3, together with any commission or other amount already accrued, payable or paid;
• the licence in Section 9, but only to the limited extent that retention of User Content is required by law or for back-up rotation as described in that Section — the licence otherwise ends when you delete the User Content;
• the disclaimers in Section 13, the limitation of liability in Section 14 and the indemnity in Section 15, in respect of matters arising before termination;
• the arbitration agreement and class-action waiver in Section 17 and the governing-law provision in Section 18.

Several of these provisions would also continue in effect by operation of law regardless of this Section — for example, the arbitration agreement is separable from the rest of these Terms and remains in force independently, and claims that have already arisen are not extinguished by termination. This Section therefore records, rather than creates, their survival. It imposes no new obligation and does not extend the licence in Section 9 beyond the limits stated there.

21.7 Force Majeure

Worqen will not be liable for, and will not be treated as being in breach of these Terms because of, any delay or failure to perform its obligations that is caused by an event or circumstance beyond its reasonable control (a "Force Majeure Event"). This Section excuses the timing and performance of our own obligations only. It does not change the deposit, commission or release mechanics set out in Section 8, which continue to be governed by the Escrow Program on-chain, and it does not make Worqen the custodian of funds held in the vault.

A Force Majeure Event includes, without limitation:

• acts of God, natural disasters, fire, flood, earthquake, storm or extreme weather;
• war, invasion, armed conflict, terrorism, civil unrest, riot or sabotage;
• epidemics, pandemics and public-health emergencies, together with any resulting government measures;
• acts of government, changes in law, sanctions designations, court orders, embargoes, or the refusal, suspension or revocation of any licence or authorisation;
• labour disputes, strikes, or shortages of personnel or materials not caused by Worqen;
• failures, outages or interruptions of telecommunications, the public internet, electricity, cloud hosting, or third-party infrastructure and service providers, including remote procedure call (RPC) node, indexer and oracle service providers used to operate or interact with the Service;
• Solana network halts, congestion, downtime, forks, protocol upgrades, validator or RPC outages, and chain reorganisations, as also addressed in Section 8.4;
• exploits, vulnerabilities or failures in third-party software, wallets or smart contracts, including any exploit affecting the non-custodial Escrow Program which, as stated in Section 8.4, has not yet been independently audited.

For as long as a Force Majeure Event continues, any timeframe or service level we commit to for our non-payment obligations — including the automatic-release, moderation, dispute-review and appeal windows referred to in these Terms and in our Disputes & Resolution Policy, the refund timelines in our Refund & Cancellation Policy, and the identity-verification and support response times referred to in our Identity Verification Policy — is suspended and extended for the duration of the event and for a reasonable period afterwards in which to resume. We will take reasonable steps to notify affected Users, to limit the impact, and to resume performance as soon as reasonably practicable.

Nothing in this Section excuses a payment obligation that has already fallen due, overrides the on-chain operation of the Escrow Program, or excludes or limits any liability or right that cannot be excluded or limited under mandatory law — including any non-waivable consumer-protection right and the mandatory rights preserved under Sections 14, 17 and 18. If a Force Majeure Event prevents performance for a continuous period of more than 60 days, either you or Worqen may, where mandatory law permits, terminate the affected engagement or these Terms in accordance with Section 16, without prejudice to funds already held in escrow, which remain subject to Section 8.

21.8 Electronic Communications and Signatures

You agree that we may provide these Terms, the policies linked from them, any updates to them, account and escrow statements, transaction and release confirmations, receipts, disclosures required by law, and other legal notices to you in electronic form — by posting them within the Service and/or by sending them to the email address associated with your account. You consent to receive all such communications electronically, and you agree that they satisfy any legal requirement that a communication be made in writing.

Where mandatory consumer-protection law requires that certain information be provided on a durable medium, we will provide it in a form you can store and reproduce unchanged (for example, a downloadable document or an email you can retain). It is your responsibility to keep your account email address current and to check the Service for notices. You may withdraw consent to receive non-essential electronic communications at any time from your account settings; if you withdraw consent to communications that are essential to the operation of the Service, you may no longer be able to use it.

You acknowledge and agree that:

• clicking "I agree", checking an acceptance box, or otherwise indicating your acceptance of these Terms or any linked policy constitutes your electronic signature and forms a binding agreement;
• authorising and signing a transaction with your wallet to fund, release, refund or dispute an escrow through the Escrow Program constitutes your binding electronic signature and your instruction to the Escrow Program to carry out that on-chain action; and
• these electronic signatures and instructions have the same legal effect as a handwritten signature to the maximum extent permitted by Regulation (EU) No 910/2014 ("eIDAS") and the law of the Republic of Estonia.

Because Worqen does not custody funds, a wallet transaction that you sign is your own authenticated instruction to the Escrow Program: Worqen cannot create, alter or reverse it on your behalf, and you are responsible for reviewing the details of each transaction before you sign it.

21.9 Notices

Formal legal notices to Worqen must be sent in writing to Worqen OÜ, [REGISTERED ADDRESS], Tallinn, Estonia, marked for the attention of the Legal team, with a copy by email to legal@worqen.com. Notices concerning specific matters may also be sent to the dedicated channels listed in Section 20 (data protection to dpo@worqen.com, illegal content to abuse@worqen.com, and copyright to dmca@worqen.com).

We may give you notice through the Service, by email to the address associated with your account, or, where we consider it appropriate, by post to an address you have provided. It is your responsibility to keep your contact details current.

Unless proven otherwise, a notice is deemed to have been received:

• if posted within the Service or sent by email, on the day it is sent, or on the next working day in Estonia if sent after 18:00 (Tallinn time) or on a non-working day;
• if sent by post within Estonia, on the fifth working day after posting, and if sent by international post, on the tenth working day after posting.

This deemed-receipt rule does not shorten any period that mandatory consumer-protection law requires to run from your actual receipt of a communication on a durable medium, and does not affect any longer notice period expressly provided elsewhere in these Terms (for example, the change notice in Section 19 or the business-user notice in Section 16).

21.10 Third-Party Beneficiaries

These Terms are made solely between you and Worqen. Except as expressly set out in this Section, they do not create any right, benefit or remedy enforceable by, and are not intended to be relied upon by, any person who is not a party to them. This includes, without limitation, another User's client, customer, counter-party or downstream recipient of work, and any affiliate, agent or successor of a User. No such person may enforce, or claim any right under, these Terms.

Named beneficiaries. As an exception, Worqen's affiliates, officers, employees and agents are intended beneficiaries of the limitation of liability in Section 14 and the indemnity in Section 15, and may rely on and enforce those provisions for their own benefit to the extent each Section is expressed to protect them and to the same extent as Worqen. No consent from any of these persons is required to vary, waive, rescind or terminate these Terms, and you and Worqen may do so without regard to their interests.

Nothing in this Section limits or excludes any right that you or any other person has under mandatory law that cannot be derogated from by contract, including the consumer protections preserved in Section 17 and the reporting, statement-of-reasons and redress rights described in Sections 11 and 16.

21.11 Third-Party Services and Links

The Service depends on independent third-party providers and integrations ("Third-Party Services") to function. We do not own, operate or control Third-Party Services, we do not endorse them, and their availability, performance and conduct are outside our reasonable control. Your use of each Third-Party Service is governed by that provider's own terms and privacy policy, which you should read. Nothing in this Section is an exclusion of liability: it describes the dependencies the Service relies on and allocates the risk of their availability, subject always to Section 14 (Limitation of Liability). Third-Party Services include, without limitation:

• External wallets — self-custodial browser or mobile wallets you choose to connect (for example Phantom and Solflare). These wallets are controlled solely by you or by the wallet provider, never by Worqen. The cryptocurrency and wallet risks in Section 8.4 apply to them in full. A platform-managed wallet, by contrast, is not a Third-Party Service: Worqen itself generates it and holds its encrypted key, as described in Section 8, which sets out how the two wallet options differ.
• Solana RPC providers — the network endpoints used to read and broadcast transactions on the Solana blockchain. Congestion, downtime, rate-limiting or errors at an RPC provider may delay or prevent a transaction, as further described in Section 8.4.
• Identity-verification provider — our external KYC provider (currently Sumsub — Sum and Substance Ltd), as described in Section 4.

We may change, add or remove Third-Party Services at any time. A fuller list of the third parties that process data on our behalf is maintained on our Subprocessors page, and the cookies these parties may set are described in our Cookie Policy. If a Third-Party Service becomes unavailable, changes its terms, or discontinues its service, features of the Service that rely on it may be delayed, degraded or withdrawn.

The Service may also contain links to websites, resources, block explorers or content operated by third parties (for example, portfolio links posted by Users or a provider's documentation). We provide these links for convenience only. We do not control, review or endorse linked third-party destinations and are not responsible for their content, availability, accuracy, or their handling of your data. Following an external link is at your own risk and is governed by the terms and privacy policy of the destination site. Nothing in this Section limits any right you have under mandatory consumer-protection law or the carve-outs in Section 14 (Limitation of Liability).

21.12 Language and Interpretation

These Terms are drafted, concluded and published in English, which is the authoritative and controlling version. We may make a translation of these Terms, or of other information about the Service, available in other languages for your convenience. In the event of any conflict, inconsistency or ambiguity between the English version and any translated version, the English version prevails, except to the extent set out in the following paragraph.

Nothing in this Section limits any right you may have under mandatory consumer-protection law to receive material pre-contractual and contractual information in the official language of the country or market to which the Service is directed. Where such law requires that information to be provided in, or the contract to be interpreted in, a particular language, that language prevails to the extent, and only to the extent, that mandatory law so requires — consistent with the reservation of mandatory consumer-protection rights in Section 18 (Governing Law).