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.
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.
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.
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 or partner 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.
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
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.
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.
7. Sparks (In-App Credits)
"Sparks" 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 Sparks and a recurring monthly grant. Each protected action consumes a fixed number of Sparks.
Sparks:
- 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 Sparks 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, Sparks 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 GVST6WJqsj1BmFSRy1a9Xi2DK8BZtzjiFGkjQCRSmaUW) and held in a program-derived vault address (a PDA). Funds in the vault are not custodied by Worqen.
8.1 Commission
Worqen charges a 1.5% (150 basis points) marketplace commission on the amount released from escrow to the Worker. 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.
8.2 Release
Funds release from escrow on the earliest of (a) mutual confirmation by the Employer and the Worker, (b) administratively-reviewed automatic release after a period of inactivity (currently 14 days after the Worker submits work, where the Employer fails to respond and our review confirms work appears to have been delivered), or (c) the outcome of a dispute resolved as set out below.
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 or third-party-custodial wallets are not deposits and are not protected by any deposit-guarantee scheme;
- 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.
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.
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;
- 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 complaints, please contact dmca@worqen.com. 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.
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.
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 pageand 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.
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.
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.
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.
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
We may update these Terms from time to time. If we make material changes, 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 revised Terms constitutes acceptance of the revised Terms.
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