01. Relationship of Parties

The Contractor is engaged as an independent contractor. Nothing in this Service Contract shall be construed to create an employer-employee relationship, partnership, joint venture, or agency relationship between the Client and the Contractor.

Third-Party Exclusion: BotDigit is not a party to this Service Contract. BotDigit provides technological facilitation, escrow ledger security, and dispute mediation services, but is not responsible for the performance, deliverables, or payment obligations of either the Client or the Contractor.

02. Work Scope & Milestone Funding

All work performed under this Contract is organized strictly around milestones defined in the workspace contract.

• The Contractor is only obligated to perform work on milestones that have been **actively funded** into the BotDigit Escrow contract.
• The Client shall not request, and the Contractor shall not perform, work on any promised or unfunded milestones.
• Any scope expansion (scope creep) requested by the Client requires the creation and funding of a new milestone.

03. Intellectual Property (IP) Rights & Ownership

The transfer of proprietary rights and intellectual property (including code, design templates, documentation, and database schemas) is strictly conditional:

IP transfer is conditioned upon payment release.

Upon the Client's explicit release of the corresponding funded milestone payment from escrow to the Contractor's wallet, the Contractor assigns all right, title, and interest in and to the deliverables created for that milestone to the Client.

Until payment is officially released from escrow, the Contractor retains full intellectual property ownership of the deliverables. If a milestone is cancelled or left unfunded, the Client possesses no rights to use, copy, distribute, or modify the deliverables.

04. Confidentiality & NDAs

Both parties agree to treat all business plans, database credentials, server logins, API tokens, and source code shared during the course of the contract as strictly **Confidential Information**.

Neither party shall disclose Confidential Information to any third party without express written consent, except as required by law. This confidentiality obligation survives the termination of this Contract.

05. Contractor Warranties & Liability

The Contractor warrants that:

• The deliverables are original work and do not infringe on any third-party intellectual property or copyright.
• The deliverables are free from intentional security vulnerabilities, backdoors, or malicious tracking scripts.

Liability Cap: To the maximum extent permitted by law, the Contractor's liability for any dispute arising under this Contract is capped at the total amount paid by the Client to the Contractor under this specific contract.

06. Contract Termination

Either party may terminate this Contract at any time under the following conditions:

• By mutual written agreement, in which case any funded escrow balance is split or refunded per the agreement.
• For material breach of contract, provided the breaching party fails to cure the breach within 7 business days of written notice.

07. Escrow Dispute Handling & Arbitration

If the parties disagree on milestone completion or quality, they agree to resolve the dispute using the BotDigit Dispute Resolution process.

Both parties authorize the BotDigit Trust & Safety team to review the contract logs, communications, and files, and agree that BotDigit's final arbitration division of the escrowed funds is binding and non-negotiable.