Escrow and Payments
- Version
- 1.0 (draft)
- Published
- [Publication date]
- Effective
- [Effective date]
Draft, pending counsel review. Not in force. What this means
A request priced in USDC or USDT is locked in its own escrow vault on Solana that anyone can check. Aligner's escrow program only lets money leave it to the request's contributors, back to where it came from, or as the fee on work that was paid. Aligner decides when, under these terms.
1. Scope
These Escrow and Payments terms form part of the Terms of Service between you and [Aligner, Inc.], a Delaware corporation (Aligner, we, us). They explain how compensation for a request is funded, held, released and refunded.
Capitalized terms not defined here have the meaning given in the Terms of Service. Fees are set out in Fees.
2. Settlement asset
Compensation on Aligner is denominated and settled in USDC, USDT or SOL on the Solana network. Aligner does not accept cards, bank transfers, fiat currency or any other crypto-asset.
Each request is priced in one of these tokens, chosen by the team before the request is first funded. Its escrow, payouts, refunds and fees are all in that token, and Aligner never converts between tokens.
Amounts shown in other currencies, or added up across tokens, are estimates for convenience only. The amount in the request's token is the amount that counts.
3. Balances and deposit addresses
Each personal account and each organization has an Aligner Balance in each token. Each organization also has its own Deposit Address on Solana.
- Tokens sent to a Deposit Address are credited to the organization's Balance once the Solana network finalizes the transfer.
- Money in a Balance, and money on its way to or from an Escrow Vault, is held in wallets Aligner controls. Aligner keeps a ledger of every Balance and every request's escrow, and checks it against what it holds on chain at least hourly.
- Your Balance is yours. Aligner does not use it for its own purposes or lend it out.
- Aligner never asks for, receives or stores the private keys of wallets you connect.
[Counsel to confirm Aligner's regulatory status for holding user funds, and any licences, registrations or safeguarding obligations that follow from it, before publication.]
4. The escrow vault
When a team funds a request priced in USDC or USDT, the compensation for every seat, plus the Service Fee reserved on it, is locked in an Escrow Vault created for that request alone: an account on Solana held by Aligner's escrow program, which checks every payment out of it. The Service shows the vault's address on the request, and anyone can check its balance in a Solana explorer. [Escrow Vaults apply to requests first funded on or after their launch on [launch date]; earlier requests finish in Aligner's ledger under the same three rules.]
The escrow program lets money leave a vault in only three ways:
| Where | When |
|---|---|
| To a contributor's Aligner payout address, credited to their Balance | The team approves the work, or an operator releases it under Dispute Resolution |
| Back to where the request was first funded from: the team's Balance, or the wallet it paid from | Funds are not needed, a rejection stands, or an operator refunds them |
| To Aligner as the Service Fee | Only on compensation actually paid to a contributor, and never more than the fee rate on each payment, rounded to the nearest smallest unit of the token, as set out in Fees |
Aligner records each contributor's payout address in the vault, an address Aligner holds for them that pays into their Balance, when there is first something to pay them. Once recorded it cannot be changed. The refund destination is recorded when the request is first funded and cannot be changed either. Aligner decides when money moves, following approvals and Dispute Resolution; the escrow program refuses any payment that is not to a recorded destination.
Money sent to a vault that the request's funding did not account for (for example, a transfer from someone else) is returned to the refund destination when the request closes.
Escrowed funds cannot be withdrawn, used to fund another request or moved anywhere else while the request is open.
A request priced in SOL is held in escrow in Aligner's ledger, under the same three rules, without a vault on chain. [SOL requests move to escrow vaults when Aligner supports them; this paragraph is updated then.]
Aligner can change the escrow program and the keys it trusts. [Before publication, confirm: changes need a multi-signature of Aligner's founders, take effect only after a 48-hour delay, and the program is made unchangeable once stable.]
5. Funding a request
Teams set the budget for each request. A request is open to offers only after it is funded in full. Only an organization's owners and admins can fund its requests.
There are two ways to fund a request priced in USDC or USDT. The Service shows the compensation and the Service Fee reserve before the team confirms either.
| Way | How the money moves |
|---|---|
| Pay from balance | The team funds from its Balance, after depositing to its Deposit Address if needed. Aligner moves the amount into the request's Escrow Vault. |
| Pay from wallet | The team signs one transfer in its connected wallet, straight into the request's Escrow Vault. The money never passes through a wallet Aligner controls. |
A request funded from a wallet is funded once Solana finalizes the transfer.
A milestone request has two to four stages. Every stage of every seat is funded up front. Each stage is then reviewed and paid separately.
6. Review and release
The contributor submits the work through the Service. The team then has a review window to accept it or ask for changes.
| Step | Window |
|---|---|
| Team reviews a submission | 72 hours |
| Contributor makes the one included revision | 48 hours |
| Either party opens a dispute after a decision | 7 days |
When the team accepts, the compensation for that delivery or stage moves from the Escrow Vault to the contributor's Balance.
If the team does not accept, request changes or reject within the review window, an Aligner operator reviews the submission against the request as written. Nothing is released or refunded automatically: the compensation stays in escrow until the operator decides, following the Dispute Resolution Policy.
7. Refunds
Refunds go back where the request was first funded from: to the team's Balance for a request funded from its Balance, or to the wallet a request was funded from. The Escrow Vault cannot send a refund anywhere else.
The destination is fixed when the request is first funded. If the team later adds money from the other source, refunds still go to the first one.
When a refund is due is set out in Refunds and Cancellation. How the Service Fee is treated is set out in Fees.
8. Withdrawals
You can withdraw your available Balance to a Solana wallet you have connected and verified by signing with it. Funds in an Escrow Vault are not available to withdraw.
Aligner pays the network fee on withdrawals. A withdrawal is complete when the transfer is confirmed on the Solana network.
Large withdrawals are reviewed by an Aligner operator before they are sent. Aligner may also delay or refuse a withdrawal where sanctions screening or the law requires it.
9. Your wallet
You are solely responsible for the wallets you deposit from, fund requests from and withdraw to, their private keys and seed phrases, and every transaction you sign with them. Refunds of a request funded from a wallet go back to that wallet, so keep access to it until the request is finished.
Check the address before you deposit or withdraw. Aligner cannot recover tokens sent to a wrong address, or tokens other than USDC, USDT or SOL sent to a Deposit Address.
10. Crypto-asset and network risks
Using USDC, USDT and SOL on Solana carries risks that Aligner does not control. By using the Service you accept these risks:
- Irreversibility. Confirmed transactions cannot be reversed or cancelled by Aligner or anyone else.
- Wrong addresses. Funds sent to a wrong, mistyped or incompatible address are generally lost.
- Failed transactions. A transaction may fail, time out or be dropped. A failed transaction has not happened; it may need to be sent again.
- Network outages. The Solana network may slow down, halt or reorganize, delaying deposits and withdrawals.
- Stablecoin risk. USDC and USDT are issued by third parties. Either may lose its peg to the US dollar, and its issuer can freeze or block tokens held at particular addresses, including addresses Aligner controls.
- SOL price risk. SOL is not a stablecoin. A request priced in SOL pays a fixed amount of SOL, and its value in dollars or any other currency may rise or fall, sharply, between funding and payout. Neither Aligner nor the other party makes up any difference.
- Smart contract risk. The escrow program may contain defects or be exploited, despite reasonable care.
- Security risk. Wallets Aligner controls could be compromised despite reasonable care.
- Regulatory change. Laws affecting crypto-assets may change and may limit or end the Service in some places.
To the extent permitted by law, Aligner is not liable for losses caused by these risks, except where caused by its own gross negligence or wilful misconduct.
11. Sanctions screening
[Wallet screening: describe the provider and when it runs before publication. It is not in place yet.] We may pause a request or refuse to process a transaction where screening indicates a sanctions risk or where the law requires it.
12. Tax
The team is the payer of compensation. The team is responsible for any withholding, reporting or other tax obligation that arises from paying a contributor.
Each contributor is responsible for their own taxes on compensation received.
Before a contributor's first payout, Aligner collects a US Form W-9 or Form W-8BEN, and, for contributors resident in the European Union, the information required under Council Directive (EU) 2021/514 (DAC7). Aligner reports contributor earnings where the law requires, including under DAC7 through its registration in [EU Member State of DAC7 registration]. Aligner may make this information available to the paying team to support its own obligations.
Aligner does not give tax advice.
13. Contact
Questions about payments can be sent to [legal@aligner.network].
Version history
- Version 1.0 (draft)[Publication date]First draft for counsel review.