Terms of Service

1. Overview and acceptance

These Terms of Service (the Terms) are a binding agreement between you and [Aligner, Inc.], a Delaware corporation (Aligner, we, us). They govern your use of the Aligner website at aligner.network, its applications and related services (the Service).

You accept these Terms when you create an account, tick the acceptance box, or use the Service. If you accept on behalf of an organization, you confirm that you have authority to bind it, and "you" includes that organization.

These Terms incorporate the policies listed in General provisions. If you do not agree, do not use the Service.

2. The Service

Aligner is a marketplace. Organizations that need work done (Teams) publish requests. Independent professionals (Contributors) receive offers, deliver work and build a record of completed engagements. Teams and Contributors are together Users.

Aligner provides the software, the matching rules, the escrow interface and operator review of disputes. Aligner is not a party to any engagement between a Team and a Contributor, is not an employer, staffing agency or agent of either party, and does not supervise or direct how work is performed.

Matching is rule-based. It ranks Contributors on the criteria described in How we rank and recommend. It does not use artificial intelligence, and it does not guarantee that any Contributor is suitable, available or will deliver.

3. Eligibility

The Service is for businesses only. You may use it only if:

• you are at least 18 years old and have legal capacity to enter contracts;
• you act in the course of a trade, business, craft or profession, and not as a consumer;
• you are not located in, ordinarily resident in, or organized under the laws of a country or region subject to comprehensive sanctions, and you are not a sanctioned person, as described in the Sanctions and Compliance Policy;
• your use of the Service does not violate any law that applies to you.

Organizations located or organized in Türkiye may not fund requests. Contributors located in Türkiye may use the Service and receive payment.

We may ask you to confirm your eligibility at any time and may refuse or close an account that does not meet it.

4. Accounts and verification

You may sign in with email, a supported social account or a supported Solana wallet. You are responsible for your credentials, your wallet and every action taken through your account.

Organization accounts have owners, admins and members. The owner controls the organization's funding wallet and its settings. Each organization is responsible for who it admits and the permissions it grants.

Some checks are optional, and some requests may require them. Connecting an account is not the same as verifying an identity. A passed check means only that the check passed under its stated method, as described in the Verification and Work Proof Policy. It is not an endorsement by Aligner.

Before your first payout we collect tax and identity details, including the information we must report under EU Council Directive 2021/514 (DAC7) for Contributors resident in the European Union, and a Form W-9 or W-8BEN. Payouts are held until these details are complete.

5. Requests, offers and delivery

A Team publishes a request with a scope, deliverables, acceptance criteria, compensation and the number of seats. The Team sets the budget. Aligner does not set, suggest or cap rates.

A request must be funded in escrow before offers go out. A Contributor may accept or decline any offer freely and is never penalized for declining.

Each request includes one revision. Further revisions are only by agreement between the Team and the Contributor. Disputes follow the Dispute Resolution Policy.

6. Independent relationship

Contributors are independent businesses. Nothing in these Terms or in any engagement creates an employment, partnership, joint venture or agency relationship between a Contributor and a Team, or between any User and Aligner.

Each Contributor decides whether to accept work, when and where to work, which tools to use and how to perform the work, within the agreed scope and deadlines. Contributors may work for others, including competitors of a Team.

Each party is solely responsible for its own taxes, social contributions, insurance, licences and registrations. Teams are the payers of compensation and are responsible for any withholding or reporting that applies to them.

7. Escrow, fees and payments

Payments are made in USD Coin (USDC), Tether (USDT) or SOL on the Solana network. Each request is priced in one of them and paid in that token. We do not accept cards, bank transfers or other currencies.

A request priced in USDC or USDT has its own Escrow Vault on Solana, held by Aligner's escrow program, which checks every payment out of it. It can only pay the request's Contributors, return money to where the request was first funded from, or pay the service fee on compensation actually paid. Aligner holds the funds in Users' Balances in wallets it controls. See Escrow and Payments.

A vault releases compensation when the Team approves the work, or as an operator decides under the Dispute Resolution Policy. Users withdraw their available Balance to a wallet they control.

[Counsel to confirm Aligner's regulatory status for holding User funds before publication.]

Teams pay a service fee of 9% of compensation, on top of compensation, as set out in the Fees Schedule. Contributors pay no service fee. Network fees are set out in the Fees Schedule.

Cancellation and refunds follow the Refunds and Cancellation Policy. Blockchain transactions are irreversible, and you accept the risks described in Escrow and Payments.

8. Non-circumvention

For 24 months after a Team and a Contributor are first introduced through the Service, neither may engage or pay the other for similar work outside the Service, or invite the other to do so, unless both continue through the Service.

Introduction means viewing a match, sending or receiving an offer, or exchanging messages through the Service. Work the parties can show they already had in place before the introduction is not covered.

Sharing contact details to avoid fees, or asking for payment outside escrow, breaches this Section. We may suspend accounts that do so and recover the service fee that would have applied.

9. Work product

These defaults apply between a Team and a Contributor unless the request states different terms, in which case the request terms prevail.

Ownership

On full payment for a deliverable, the Contributor assigns to the Team all right, title and interest in that deliverable, including intellectual property rights. Until full payment, the Contributor keeps those rights and grants the Team a licence to review the deliverable only.

Background materials

The Contributor keeps pre-existing materials, tools and know-how (Background Materials). Where Background Materials are part of a deliverable, the Contributor grants the Team a perpetual, worldwide, non-exclusive, royalty-free licence to use them as part of that deliverable.

Portfolio

The Contributor may describe the engagement and show the deliverable in a portfolio and on a Work Proof, unless the request is marked confidential or the Team has asked to remain unnamed.

Warranties

The Contributor confirms that the deliverable is original or properly licensed, and does not knowingly infringe any third party's rights.

10. Confidentiality between Users

Non-public information that one User shares with another for an engagement is Confidential Information. The receiving User may use it only for the engagement, must protect it with reasonable care, and may share it only with people who need it and are bound by similar duties.

This duty does not cover information that is public through no fault of the receiver, was already lawfully known to the receiver, or is independently developed. A User may disclose information where the law requires, after notice to the other User where lawful.

Confidentiality lasts for three years after the engagement ends, or longer for trade secrets. A request may add its own confidentiality or non-disclosure terms.

11. Your content

You keep ownership of the content you submit, including profiles, requests, evidence, messages and reviews (User Content).

You grant Aligner a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, display and adapt User Content only to operate, secure and improve the Service and to show it to the audiences you choose. This licence ends when the content is deleted, except for copies kept in backups or as required by law.

You confirm that you have the rights to submit your User Content and that it does not contain anyone else's confidential information without permission.

12. Reviews, track record and Work Proofs

Track records are built from paid work and cannot be edited by their owners. Reviews must be honest opinions about a real engagement. Offering or accepting anything in exchange for a review, or creating engagements to inflate a record, is prohibited.

A Work Proof is a record issued by Aligner for each paid engagement, anchored on Solana as a non-transferable (soulbound) token containing only a hash. Work Proofs and badges are credentials, not property. They have no monetary value, cannot be sold or transferred, and are not investments.

Aligner may correct or revoke a Work Proof or badge issued in error or obtained through fraud, collusion or manipulation. You may burn your own Work Proof at any time. Corrections and appeals follow the Verification and Work Proof Policy.

13. Prohibited conduct

You must follow the Acceptable Use Policy. In particular, you must not publish unlawful or discriminatory requests, misrepresent your identity or experience, upload material you have no right to share, circumvent escrow, manipulate records or matching, or interfere with the Service or other Users.

14. Reporting content

Anyone may report content they believe is illegal or breaches these Terms through the in-product report tool or as described in Reporting Content. Copyright notices may be sent to our designated agent under the Digital Millennium Copyright Act at the address on that page.

When we restrict content or an account, we explain why and how to challenge the decision, as described in that page.

15. Disclaimers

The Service is provided "as is" and "as available". To the extent the law allows, Aligner disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, title and non-infringement.

Aligner does not guarantee the quality, legality, timeliness or outcome of any work, the accuracy of any profile, review or verification, the behaviour of any User, or the operation of the Solana network, USDC, USDT or any wallet.

16. Limitation of liability

To the extent the law allows, Aligner is not liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or goodwill, however caused.

Aligner's total liability arising out of or relating to these Terms or the Service is limited to the greater of the service fees you paid to Aligner in the 12 months before the claim arose, or US$100.

These limits do not apply to liability that cannot be limited by law, including for fraud or wilful misconduct.

17. Indemnification

You will defend, indemnify and hold harmless Aligner and its officers, directors, employees and agents from claims, losses and costs, including reasonable legal fees, arising from your User Content, your engagements with other Users, your breach of these Terms or your violation of law or third-party rights.

18. Release for disputes between Users

Disputes about an engagement are between the Team and the Contributor. Aligner's operator review is a service to help resolve them and is not arbitration or a legal determination.

To the extent the law allows, you release Aligner from claims arising out of disputes with other Users, including claims about an operator's decision on where escrowed funds go, except where Aligner acted with fraud or wilful misconduct.

19. Suspension and termination

You may close your account at any time once no engagement or escrow is open.

We may restrict, suspend or terminate an account for breach of these Terms, fraud, sanctions risk, legal requirement or risk to other Users. Before terminating an account of a business user in the European Union, we give at least 30 days notice, unless the law requires otherwise, the breach is repeated or serious, or there is an immediate risk.

When we restrict or terminate an account, we give a statement of reasons and explain how to complain. Complaints go to our internal complaint process described in Reporting Content.

On termination, open escrows are resolved under the Dispute Resolution Policy. Funds in escrow are never forfeited to Aligner. Sections that by their nature should survive, including those on work product, confidentiality, liability, indemnity and arbitration, survive termination.

20. Disputes with Aligner and arbitration

Please read this Section carefully. It requires individual arbitration and waives class actions.

Informal resolution

Before starting arbitration, you and Aligner will try to resolve any dispute informally for 30 days after written notice to the other. Send notice to [legal@aligner.network].

Binding arbitration

Any dispute arising out of or relating to these Terms or the Service will be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules, or its Streamlined Arbitration Rules where the claim is eligible. Hearings take place by video, or in Wilmington, Delaware if a party requests an in-person hearing. The arbitrator may award any individual relief a court could award.

Small claims

Either party may bring an individual claim in small-claims court in Delaware or in the county of its principal place of business, if the claim qualifies.

Class-action waiver

Claims may be brought only individually, not as a plaintiff or class member in any class, collective, consolidated or representative proceeding. The arbitrator may not consolidate claims of more than one party.

Mass arbitration

If 25 or more similar demands are filed by or with the help of the same counsel, they will be administered in batches of up to 25, with one batch at a time, and fees will be assessed per batch.

Governing law

These Terms are governed by the laws of the State of Delaware and the Federal Arbitration Act, without regard to conflict-of-law rules. Matters not subject to arbitration go to the state or federal courts in Delaware.

21. Changes to these Terms

We may change these Terms and the policies they incorporate. We give at least 15 days notice of material changes by email or in the Service, longer where you need time to adapt, except where a change is required by law or to address an immediate security or fraud risk.

Each document shows its version, effective date and changelog. If you do not agree to a change, you may close your account before it takes effect. Continued use after the effective date means you accept the change.

22. Contact

Postal address: [Aligner, Inc.], [Street address], [City], [State] [ZIP], United States.

23. General provisions

Incorporated policies and order of precedence

These Terms incorporate the following documents. If they conflict, these Terms prevail, then the specific policy, then the terms of an individual request between Users, except where a request is expressly allowed to override a default.

• Privacy Policy and Cookie Notice
• Acceptable Use Policy
• Fees Schedule, Escrow and Payments and Refunds and Cancellation
• Dispute Resolution Policy
• Verification and Work Proof Policy and Sanctions and Compliance Policy
• Data Processing Addendum and Sub-processors, where they apply
• Reporting Content

Other terms

• Entire agreement. These Terms and the incorporated documents are the whole agreement between you and Aligner about the Service.
• Assignment. You may not assign these Terms without our consent. We may assign them in a merger, acquisition or sale of assets, with notice.
• Severability. If any provision is unenforceable, the rest remains in effect.
• No waiver. Not enforcing a provision is not a waiver of it.
• Force majeure. Neither party is liable for delay caused by events beyond its reasonable control, including blockchain network outages.
• Electronic communications. You agree to receive notices electronically, and electronic acceptance has the same effect as a signature.
• Language. These Terms are written in English. Any translation is for convenience only.

Version history

1. Version 1.0 (draft)[Publication date]First draft for counsel review.