Terms of Service

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

Last updated: [DATE] · Draft v0.2

These Terms of Service ("Terms") govern your access to and use of the Fairstep website, web application and related interfaces (together, the "Interface") operated by Fairstep's founder until Milestone Labs LLC (formation pending) is formed, and by Milestone Labs LLC after that ("Fairstep", "we", "us"). Fairstep is the name of the product; "milestone" is used only as an ordinary word describing how it works. [COUNSEL: Milestone Labs LLC has not been formed yet, so it can't be named as the current operator; confirm the operator wording and the entity's jurisdiction and type once formed.] By accessing the Interface, joining the waitlist, or checking the box to agree when creating or accepting a deal, you agree to these Terms. If you do not agree, do not use the Interface.

1. What Fairstep is — and is not

• The Interface is software that helps you interact with a public, non-custodial smart contract (the "Protocol") deployed on public blockchains (for example Base and Ethereum). The Protocol lets a client lock USDC for milestones, and releases or refunds it according to the rules written into the contract.
• Fairstep never takes custody of your funds. Funds are held by the smart contract, and only move according to its code and the actions of the deal's participants. We cannot move, freeze, reverse or redirect funds held in the Protocol, and we cannot recover lost keys.
• Fairstep is not a bank, money transmitter, payment processor, escrow agent in the legal sense, broker, exchange, investment adviser, fiduciary, arbitrator or party to any agreement between clients, freelancers, brands, creators and referees. We never receive, hold or transmit your funds; the Protocol's fee is taken by the smart contract on payouts. We use the word "escrow" to describe how the smart contract works, not to say we act as a licensed escrow agent.
• "Client" and "freelancer" in these Terms also mean the brand and the creator in a creator-sponsorship deal. The Protocol works the same way for both.
• We do not provide legal, tax, financial or investment advice. Nothing in the Interface is an offer or solicitation to buy or sell any asset.

2. Public testnet beta

• The Interface currently works only on public test networks (Base Sepolia and Ethereum Sepolia). The Protocol is not deployed on any mainnet, and mainnet deployment is planned only after an external security audit.
• Testnet tokens (including test USDC and test ETH) have no monetary value, can't be redeemed, sold or exchanged for money or for any future token, and may be reset or wiped at any time. Never send real funds or real USDC to a testnet address, and never buy testnet tokens.
• Using the testnet does not earn you anything and does not by itself make you eligible for any reward or airdrop (see section 12).
• Testnet features, limits and fees may change or break without notice. The beta is provided for testing and feedback only.

3. Eligibility

You may use the Interface only if:

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

The Interface screens wallet addresses against a public blockchain sanctions oracle (run by Chainalysis) before a deal is created, and may block addresses, regions or IP addresses. Screening is a safeguard, not a guarantee: it can be incomplete or out of date, and you remain responsible for complying with sanctions laws. We may restrict access from certain jurisdictions at any time.

4. Your wallet and your responsibility

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

5. Deals between users

• A deal is an arrangement between the client, the freelancer and (if chosen) the referee. Fairstep is not a party to it and does not guarantee the quality, legality, delivery or timeliness of any work, or that any party will act in good faith.
• Deal terms (amounts, milestones, review window, dispute timeout, referee, referee fee, delivery deadline, payout mode) are fixed on-chain when the deal is created and accepted. You are responsible for reading them before you sign.
• Off-chain information such as deal titles and milestone names is stored in your browser and in share links. It is not verified by Fairstep or the Protocol and does not change the on-chain terms.
• Delivery window and disputes. A deal can set a delivery window, which gives each funded milestone a delivery deadline. If the freelancer doesn't mark the milestone delivered before the deadline, the milestone can be returned to the client (minus the deal's refund fee, if any), and the client can give more time. The freelancer can open a dispute only after marking a milestone delivered. The client can dispute a delivered milestone during its review window, and a funded milestone before delivery only if the milestone has no delivery deadline. The exact rules are the ones in the deployed contract version used for your deal.
• Referees are chosen by the parties, not by Fairstep. A referee's decision within the Protocol's rules is final on-chain. Fairstep does not review, appeal or enforce referee decisions. If no decision is made in time, the Protocol's fallback rules apply (for example a 50/50 split after the dispute timeout). Fairstep does not guarantee the outcome, fairness or speed of any dispute. The Protocol only guarantees that a disputed milestone has a way to be settled under its rules.
• You are responsible for any contract, invoice, tax, employment or other legal obligations between you and the other parties.
• Sponsored content. Creators and brands are responsible for following advertising and endorsement laws, including clearly disclosing paid posts (for example with "#ad" at the start of the post) under the US FTC Endorsement Guides. Fairstep does not review posts for compliance.

6. Fees

The Protocol charges a protocol fee (currently 5%, which is also the cap in the contract) on every amount paid to the freelancer or creator, including any referee fee, rounded up to the smallest USDC unit, as shown before you sign. If a deal has a referee fee, it is paid to the referee from a disputed milestone only when the referee resolves the dispute. Refunds to the client are currently free: the contract supports a refund fee, which is set to 0% today and capped at 1% in the contract. The contract also supports a flat, non-refundable deal creation fee (currently none, capped at 10 USDC). We will announce any change to these fees in advance. Any change will be shown before you sign and will only apply to deals created afterwards. The fees for an existing deal never change. Each milestone must be at least 1 USDC. Fees are set in the smart contract for each deal when it is created. Network fees are paid to the blockchain, not to us.

7. Protocol safety controls

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

8. Prohibited use

You agree not to:

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

9. Risks

Using blockchain software involves significant risk, including total loss of funds. Please read the Risk Disclosures, which form part of these Terms. In particular: the smart contract has not yet been independently audited. [AFTER AUDIT, REPLACE WITH: "The smart contract was audited by [FIRM] ([LINK TO REPORT])."] Audits reduce risk but don't eliminate it. We do not claim that the Protocol or the Interface is safe, secure or free of bugs.

10. Source-available code and third-party services

The Protocol's source code will be public to read, verify and audit at launch. It is source-available, not open source: it is licensed under the Business Source License 1.1 (see the LICENSE file in each repository), which does not permit production use by others until its change date. Nothing in these Terms grants you a licence to the code beyond that LICENSE. The Interface relies on third parties we do not control (blockchains, RPC providers, wallets, WalletConnect, Circle's USDC, block explorers, sanctions data providers). We are not responsible for their availability, security or conduct. USDC is issued by Circle; Circle can freeze USDC held at any address, including the Protocol's.

11. Intellectual property and acceptable use

• The Interface, its design, text, graphics, logos and the underlying code are owned by us or our licensors and are protected by copyright and other laws. © 2026 Milestone Labs LLC (formation pending). All rights reserved. [COUNSEL: until an entity exists, the owner is the founder personally; confirm assignment to the entity once formed.]
• "Fairstep", "$FSTP", the Fairstep logo and the "Pay me via Fairstep" badge are our trademarks (unregistered). We claim no rights in the ordinary word "milestone", which we use only to describe what the product does. You may not use them in a way that suggests we endorse you or that could confuse people about who runs a site, token or service. You may use the "Pay me via Fairstep" badge and pay-me links we provide, as intended, to link to your own Fairstep payment page.
• You may not copy, scrape, frame, mirror, reproduce or clone the Interface, our brand or our code, or build a look-alike site, token or app, except as allowed by the applicable code LICENSE or by law. Reading and auditing the published code is welcome.
• If you send us feedback or ideas, we may use them without any obligation to you.

12. Planned token and airdrop

• No Fairstep token exists today. $FSTP is a planned token. Nothing on the Interface, in our emails or on our social channels is an offer to sell, or a solicitation of an offer to buy, any token, security or other asset. There is no presale and nothing to buy.
• Everything we publish about $FSTP (including supply, allocation, vesting, utility, and the planned mechanism under which part of protocol fees would buy and burn $FSTP) is a current plan only. It may change, be delayed or never happen. It is not a promise of any value, price, liquidity, return, profit, dividend or share of revenue, and you should not use Fairstep or join the waitlist on the basis of any such expectation.

Airdrop terms (if an airdrop ever happens):

• No purchase or payment is necessary to be considered. Joining the waitlist is free.
• Eligibility, amounts and timing will be decided at our sole discretion under rules we will publish before any distribution. Joining the waitlist or using the Interface (including the testnet) does not guarantee eligibility or any allocation.
• We may change, suspend or cancel any airdrop or its rules at any time, including to prevent fraud, sybil activity or abuse.
• Void where prohibited or restricted by law. An airdrop will not be available to sanctioned persons, to people located in comprehensively sanctioned countries or regions, or in any other jurisdiction we restrict (which may include the United States or other countries if counsel advises). We may require eligibility checks before a claim.
• You are responsible for any taxes on anything you receive.

Anyone offering you a "Fairstep token", $FSTP presale, claim or airdrop that isn't announced on our official website and @usefairstep is not us. Treat it as a scam. The only official contract address will be posted on our official website and @usefairstep at launch.

13. Changes and availability

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

14. Disclaimer of warranties

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

15. Limitation of liability

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

16. Indemnity

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

17. Governing law and disputes

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

18. Contact

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