Effective Date: July 30, 2025

Company: Cointract UAB Website: https://cointract.io Contact Email: [email protected] Registered in: Republic of Lithuania

1. Introduction

Welcome to Cointract, an innovative freelance marketplace designed to connect clients with independent professionals globally, facilitating secure transactions through a centralized escrow service that accepts both cryptocurrency and traditional payment methods.

By accessing, browsing, registering for an account, or using any services provided by Cointract (the “Platform”), you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions, our Privacy Policy, our Cookie Policy, and any other policies or guidelines referenced herein or published on the Platform (collectively, the “Agreement”).

If you do not agree to these terms, or any part of them, you must not use the Platform.

2. Definitions

For the purpose of these Terms and Conditions, the following definitions shall apply:

• “Platform”: Refers to the Cointract website, https://cointract.io, and all associated web applications, services, tools, and features provided by Cointract.
• “User”, “You”, or “Your”: Refers to any natural or legal person who accesses, browses, registers for, or uses the Platform, including Clients and Freelancers.
• “Freelancer”: Refers to a registered User offering professional services (“Freelancer Services”) to Clients through the Platform.
• “Client”: Refers to a registered User seeking to hire Freelancers for specific projects or tasks (“Client Projects”) through the Platform.
• “Cointract”, “We”, “Our”, or “Us”: Refers to Cointract UAB, a company duly registered under the laws of the Republic of Lithuania, operating the Platform.
• “Cryptocurrency” or “Crypto”: Refers to any digital or virtual currency that uses cryptography for security and operates on a decentralized network, typically a blockchain.
• “Wallet”: Refers to a digital wallet used to store, send, and receive Cryptocurrencies. For the purpose of Cointract’s centralized escrow, funds are held by Cointract, not directly in a user’s connected wallet during the escrow period.
• “Escrow Service”: Refers to the centralized service provided by Cointract, where funds for a Client Project are held securely by Cointract until agreed-upon conditions are met or a dispute is resolved.
• “Service Contract”: Refers to the legally binding agreement formed directly between a Client and a Freelancer for the provision of Freelancer Services, the terms of which are agreed upon through the Platform. Cointract is not a party to the Service Contract.
• “Work Product”: Refers to any deliverables, materials, or results produced by a Freelancer for a Client under a Service Contract.
• “Fiat Currency”: Refers to government-issued currency that is not backed by a physical commodity, such as EUR or USD.
• “KYC”: Refers to “Know Your Customer” procedures, which are mandatory processes to verify the identity of Users.
• “AML”: Refers to “Anti-Money Laundering” regulations, designed to prevent illicit financial activities.

3. Eligibility and Compliance

To use the Platform, you must affirm and warrant that:

• You are at least eighteen (18) years of age, or the age of legal majority in your jurisdiction, and are fully able and competent to enter into these Terms and Conditions.
• You are not a citizen or resident of any country or jurisdiction where the use of cryptocurrency or Cointract’s services is prohibited by law, decree, regulation, treaty, or administrative act.
• You are not on any trade or economic sanctions lists, such as the UN Security Council Sanctions List, the US Treasury Department’s Specially Designated Nationals List, or the EU’s Consolidated Financial Sanctions List.
• You will comply with all applicable laws, regulations, and directives in your jurisdiction regarding your use of the Platform, including but not limited to those related to data privacy, intellectual property, anti-money laundering (AML), counter-terrorist financing (CTF), and cryptocurrency.
• You will provide accurate, complete, and truthful information during registration and throughout your use of the Platform, and you agree to update such information promptly if it changes.

Cointract reserves the right to refuse service, suspend, or terminate accounts that violate these eligibility requirements or any applicable laws, at our sole discretion.

4. Account Registration and Security

To access most services on the Platform, you must register for an account.

• Account Creation: You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.
• Account Types: You may register as a “Client” or a “Freelancer.” You may hold both account types, but each individual or legal entity may only maintain one primary account.
• Credentials and Security: You are solely responsible for safeguarding your account credentials, including your password. You must notify Cointract immediately of any unauthorized use of your account or any other breach of security.
• Wallet Responsibility (for Freelancers receiving Crypto Payouts): If you are a Freelancer opting to receive payouts in Cryptocurrency, you acknowledge and agree that you are solely responsible for the security of your external Wallet, its private keys, and any funds held within it once transferred from Cointract. Cointract does not have access to your external Wallet’s private keys and cannot recover funds if your external Wallet is compromised or lost after a payout has been initiated. Clients are not required to connect their wallets to use the escrow service.
• Prohibited Account Activities: You must not:
  • Create multiple accounts without explicit written permission from Cointract.
  • Share your account or credentials with any other person.
  • Impersonate any person or entity.
  • Use automated tools, bots, or scripts to access or interact with the Platform without prior written consent.
  • Engage in any activity that circumvents or attempts to circumvent the Platform’s security measures or intended functionality.
• KYC/AML Compliance: As a regulated entity in Lithuania, Cointract is committed to complying with all applicable AML/CTF laws and regulations, including those derived from EU directives. We may require you to complete KYC verification procedures, which may include providing personal identification documents, proof of address, and other information. Failure to complete KYC/AML procedures to our satisfaction may result in the suspension or termination of your account and/or restrictions on your use of the Platform. You acknowledge that we may report suspicious activities to the relevant authorities.

5. Use of the Platform and Prohibited Conduct

Users agree to use the Platform in a lawful, ethical, and professional manner. You agree not to:

• Violate Laws or Rights: Violate any applicable local, national, or international law or regulation, including, but not limited to, laws regarding intellectual property, privacy, data protection, or financial services.
• Fraudulent or Misleading Content: Post, upload, or transmit any false, misleading, deceptive, defamatory, obscene, pornographic, or otherwise harmful or objectionable content.
• Malware/Spam: Introduce viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful. Distribute spam, chain letters, or pyramid schemes.
• Circumvention: Directly or indirectly, solicit, contact, or engage in any business relationship with any Client or Freelancer you identified through the Platform, outside of the Platform, for a period of two (2) years from the date of first contact on Cointract, unless a specific opt-out fee is paid to Cointract as per our separate fee schedule. This includes any attempt to circumvent Cointract’s payment systems.
• Harassment/Discrimination: Engage in any form of harassment, intimidation, discrimination, or abusive behavior towards other Users or Cointract personnel.
• Illegal Activities: Use the Platform for any illegal activities, including but not limited to:
  • Money laundering, terrorist financing, or other financial crimes.
  • Fraudulent schemes or deceptive cryptocurrency projects.
  • Sale or promotion of illegal goods or services.
  • Any activity that violates the terms of service of any third-party service or network.
• Data Misconduct: Scrape, mine, or otherwise collect data from the Platform without express written permission from Cointract.
• System Interference: Interfere with or disrupt the integrity or performance of the Platform or the data contained therein.

Cointract reserves the right to investigate and take appropriate legal action against anyone who, in Cointract’s sole discretion, violates this provision, including without limitation, removing the offending communication from the Platform and suspending or terminating the account of such violators.

6. Payments, Fees, and Crypto Transactions

Cointract facilitates payments between Clients and Freelancers through its centralized Escrow Service.

• Payment through Platform: All payments for Freelancer Services originated through the Platform must be made exclusively through the Cointract Escrow Service. Any attempt to make or receive payments outside the Platform is a direct violation of these Terms and may result in immediate account suspension or termination.
• Accepted Payment Methods: Clients may fund their projects and deposit funds into Cointract’s Escrow Service using:
  • Cryptocurrencies: Supported cryptocurrencies as listed on the Platform.
  • Bank Transfers: Via traditional bank transfers (e.g., SEPA).
  • Credit/Debit Cards: Via supported credit and debit card payment processors.
• Escrow Mechanism:
  • Funding: Clients must deposit the agreed-upon amount (in Cryptocurrency or Fiat Currency) into Cointract’s centralized Escrow Service account for each Service Contract. Cointract holds these funds directly.
  • Release: Funds are released from Cointract’s Escrow Service to the Freelancer upon:
    • Client’s explicit approval and acceptance of the Work Product.
    • Resolution of a dispute in favor of the Freelancer.
  • Payout Schedule: Once the Work Product is approved by the Client or a dispute is resolved in the Freelancer’s favor, the funds will be released from escrow to the Freelancer’s designated account after a period of ten (10) business days. This period allows for final checks and processing.
• Fees:
  • Cointract charges a service fee from both Clients and Freelancers for the use of the Platform and Escrow Service. These fees will be clearly displayed on the Platform and/or during the transaction process.
  • Network Fees (Gas Fees): You acknowledge and agree that any blockchain network transaction fees (e.g., “gas fees”) associated with depositing or withdrawing Cryptocurrencies to/from Cointract’s accounts are your sole responsibility. Cointract is not responsible for these fees.
  • Payment Processing Fees: Fees charged by banks or credit/debit card processors for deposits or withdrawals may apply and will be borne by the User.
• Cryptocurrency Volatility: You acknowledge and accept the inherent risks associated with Cryptocurrencies, including extreme price volatility. Cointract is not responsible for any losses incurred due to fluctuations in the value of Cryptocurrencies between the time of deposit by the Client and the time of payout to the Freelancer, or any subsequent holding by the Freelancer.
• Payouts: Payouts to Freelancers will be in the Cryptocurrency or Fiat Currency agreed upon for the Service Contract and as supported by Cointract. While Cointract may facilitate conversions between currencies through third-party providers where available, Cointract is not a financial institution and does not guarantee specific conversion rates. Any such conversion is subject to the terms and fees of the third-party provider.
• Taxes: Users are solely responsible for determining, calculating, and paying any and all taxes associated with their use of the Platform, including income tax, value-added tax (VAT), and capital gains tax on cryptocurrency transactions, in accordance with the laws of their respective jurisdictions. Cointract does not provide tax advice.

7. User Content and Intellectual Property

• User Content Ownership: You retain all ownership rights to the content you create, post, upload, or transmit on the Platform (“User Content”), including Work Products.
• License to Cointract: By posting User Content on the Platform, you grant Cointract a worldwide, non-exclusive, royalty-free, transferable, and sublicensable license to use, reproduce, distribute, prepare derivative works of, display, and perform your User Content in connection with the operation of the Platform and Cointract’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Platform (and derivative works thereof) in any media formats and through any media channels.
• Work Product Ownership (between Users): Unless otherwise explicitly agreed upon in the Service Contract between the Client and Freelancer, upon full and final payment for the Freelancer Services, the Freelancer hereby assigns all intellectual property rights in the Work Product to the Client. The Freelancer agrees to execute any further documents reasonably requested by the Client to perfect such assignment.
• Responsibility for Content: You are solely responsible for the legality, accuracy, and appropriateness of your User Content. You warrant that your User Content does not infringe upon the intellectual property rights, privacy rights, or any other rights of any third party.
• Platform Content: All content on Cointract, excluding User Content, including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, and software, is the property of Cointract or its content suppliers and is protected by Lithuanian and international copyright, trademark, and other intellectual property laws. You may not use, reproduce, or distribute any part of the Platform’s content without express written permission from Cointract.

8. Dispute Resolution

Cointract aims to provide a fair and transparent process for resolving disputes between Clients and Freelancers.

• Direct Communication: In the event of a dispute arising from a Service Contract, Clients and Freelancers are first encouraged to resolve the matter directly through communication on the Platform.
• Cointract Mediation and Decision: If direct communication fails, either party may initiate a formal dispute resolution process through the Platform. Cointract will review the evidence provided by both parties and, at its sole discretion, may offer mediation or make a binding decision regarding the release or refund of funds held in escrow. Cointract’s decision will be final and binding on both parties.
• Funds During Dispute: During a dispute, the relevant funds will remain held by Cointract in escrow until a resolution is reached or a decision is made by Cointract.
• No Liability for Outcomes: You acknowledge and agree that Cointract is not a party to Service Contracts between Users and is not liable for the quality, legality, or fulfillment of Freelancer Services or Client Projects. Cointract does not guarantee the resolution of disputes and is not responsible for any losses incurred due to unresolved disputes or the outcome of any dispute resolution process.

9. Privacy and Data Protection (GDPR Compliance)

Your privacy is paramount to Cointract. Your use of the Platform is also governed by our comprehensive Privacy Policy and Cookie Policy, which are incorporated by reference into these Terms.

• GDPR Compliance: Cointract is committed to complying with the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) and other applicable Lithuanian and EU data protection laws.
• Personal Data Processing: We collect, process, and store your personal data only for legitimate purposes necessary for the provision of our services, compliance with legal obligations (e.g., KYC/AML), and with your explicit consent where required.
• Your Rights: Under GDPR, you have specific rights regarding your personal data, including:
  • Right to Access: The right to request copies of your personal data.
  • Right to Rectification: The right to request that we correct any information you believe is inaccurate or complete information you believe is incomplete.
  • Right to Erasure (“Right to be Forgotten”): The right to request that we erase your personal data under certain conditions.
  • Right to Restrict Processing: The right to request that we restrict the processing of your personal data under certain conditions.
  • Right to Object to Processing: The right to object to our processing of your personal data under certain conditions.
  • Right to Data Portability: The right to request that we transfer the data that we have collected to another organization, or directly to you, under certain conditions.
  • Right to Withdraw Consent: Where processing is based on consent, the right to withdraw your consent at any time.
• Data Security: We implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing your personal data, including protection against unauthorized or unlawful processing and against accidental loss, destruction, or damage.
• Data Transfers: If we transfer personal data outside the European Economic Area (EEA), we will ensure that appropriate safeguards are in place, such as Standard Contractual Clauses, to protect your data.
• Contact for Privacy Concerns: For any questions or to exercise your data protection rights, please refer to our Privacy Policy or contact us at [email protected].

10. Limitation of Liability

To the maximum extent permitted by Lithuanian and EU law:

• No Guarantee of Uptime/Availability: Cointract does not guarantee that the Platform will be available at all times, uninterrupted, secure, or free from errors. The Platform may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, including blockchain networks.
• No Guarantee of Success: Cointract does not guarantee the success of any Service Contract, the quality of Freelancer Services, or the suitability of Clients or Freelancers. Users are solely responsible for their own due diligence and for entering into Service Contracts.
• Blockchain and Crypto Risks: Cointract is not liable for any losses arising from:
  • Cryptocurrency price volatility.
  • Network congestion, transaction failures, or delays on blockchain networks.
  • Loss of private keys or unauthorized access to User Wallets (especially for external wallets used for payouts).
  • Any forks, rollbacks, or other changes to blockchain protocols.
  • Regulatory changes affecting cryptocurrencies or blockchain technology.
• Third-Party Services: The Platform may contain links to third-party websites or services (e.g., payment processors, crypto exchanges). Cointract is not responsible for the content, privacy policies, or practices of any third-party websites or services.
• Indirect Damages: In no event shall Cointract, its affiliates, directors, employees, or agents be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages whatsoever, including lost profits, lost data, business interruption, or reputational harm, arising out of or in connection with your use of the Platform, whether based on warranty, contract, tort (including negligence), or any other legal theory, even if Cointract has been advised of the possibility of such damages.
• Maximum Liability: Cointract’s total aggregate liability to you for any and all claims arising out of or relating to these Terms or your use of the Platform shall not exceed the greater of (a) the total fees paid by you to Cointract in the twelve (12) months preceding the event giving rise to the liability, or (b) one hundred (100) EUR.

11. Indemnification

You agree to indemnify, defend, and hold harmless Cointract, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising from or relating to:

• Your use of the Platform.
• Your breach of these Terms and Conditions.
• Your violation of any applicable law or the rights of a third party.
• Any Service Contract you enter into on the Platform.
• Any dispute between you and another User.
• Your User Content.

12. Termination

• Termination by You: You may terminate your account at any time by following the instructions on the Platform or by contacting us at [email protected]. Termination will be effective once all outstanding obligations (e.g., active Service Contracts, pending payments) are fulfilled.
• Termination by Cointract: We may suspend or terminate your access to the Platform, in whole or in part, at our sole discretion, without prior notice or liability, if:
  • You breach these Terms and Conditions.
  • You misuse the Platform or engage in any fraudulent, illegal, or prohibited activities.
  • We are required to do so by law or a court order.
  • Your account is inactive for an extended period.
  • We determine, in our sole discretion, that your continued use of the Platform poses a risk to the security, integrity, or reputation of Cointract or other Users.
• Effect of Termination: Upon termination, your right to use the Platform will immediately cease. Any funds held by Cointract in escrow for active Service Contracts will be handled according to the outcome of any ongoing dispute resolution. Any funds remaining in your Cointract-managed account will be returned to your designated external account (bank or crypto wallet), subject to any applicable fees or legal obligations. Sections 2, 6, 7, 8, 9, 10, 11, 14, and 15, and any other provisions that by their nature should survive, will survive the termination of these Terms.

13. Changes to These Terms

Cointract reserves the right to modify or replace these Terms and Conditions at any time, at our sole discretion.

• Notification of Changes: We will notify Users of any significant changes by posting the updated Terms on the Platform, updating the “Effective Date” at the top of these Terms, and/or by sending an email to the address associated with your account.
• Acceptance of Changes: Your continued use of the Platform after the effective date of any revised Terms constitutes your acceptance of the changes. If you do not agree to the new Terms, you must stop using the Platform.

14. Governing Law and Jurisdiction

These Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of Lithuania, without regard to its conflict of law principles.

Any disputes, claims, or controversies arising out of or relating to these Terms or your use of the Platform, which cannot be resolved amicably or through the dispute resolution process outlined in Section 8, shall be subject to the exclusive jurisdiction of the competent courts located in Vilnius, Republic of Lithuania.

15. Miscellaneous

• Entire Agreement: These Terms and Conditions, together with the Privacy Policy, Cookie Policy, and any other policies published on the Platform, constitute the entire agreement between you and Cointract regarding your use of the Platform.
• Severability: If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect.
• Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Cointract’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
• Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, without Cointract’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. Cointract may freely assign or transfer these Terms without restriction.
• Force Majeure: Cointract shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, without limitation, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, blockchain network issues, or strikes.

16. Contact Information

For any questions, legal notices, or concerns regarding these Terms and Conditions, please contact:

Cointract UAB Email: [email protected]
Registered in Lithuania