Pre-launch draft. Public for transparency. Not legally binding until StudioLedger officially launches at Version 1.0.

Terms of Service

Plaster phase · source draft v1.0 (March 2026)·Page last updated 2026-05-13

1. Acceptance of Terms

By accessing or using StudioLedger (the "Platform"), you agree to be bound by these Terms of Service ("Terms"). These Terms apply to all users, including creators (service providers) and marketmakers (buyers).

Your continued use of the Platform constitutes acceptance of these Terms as they may be amended from time to time. If you do not agree to these Terms, you must not use the Platform.

Related documents that form part of these Terms:

Connecting a wallet (Xaman, MetaMask, Phantom, GemWallet, or Crossmark) to your account constitutes explicit acceptance of all wallet integration risks outlined in Section 12 (Risk Disclosure).

2. Eligibility and Accounts

2.1 Age Requirement

You must be at least 18 years old to use the Platform. By creating an account, you represent and warrant that you are 18 years or older in your jurisdiction.

2.2 Account Creation

The Platform uses Google OAuth as the primary authentication method. You may optionally connect a cryptocurrency wallet to your account.

When you sign up via Google OAuth:

A platform-managed XRPL account is automatically created on your behalf
You will be assigned a unique XRPL address managed by StudioLedger
Your XRPL address is private by default and not publicly displayed unless you choose to connect an external wallet and make it visible

When you connect an external wallet (Xaman, MetaMask, Phantom, GemWallet, or Crossmark):

You retain full control of that wallet's private keys
Transactions initiated via external wallets use your own keypairs
You assume all responsibility for securing your wallet credentials

2.3 Phone Number Collection

During signup, you must provide a valid phone number. This is used for:

Account verification
Communication regarding transactions and disputes
KYC/AML compliance

2.4 Know Your Customer (KYC)

KYC is mandatory for all users before any transaction on the Platform. This is required under Australian AML/CTF Act 2006 obligations (AUSTRAC VASP registration).

You must provide:

Legal name (matching government ID)
Date of birth
Government-issued photo ID (passport, driver's license)
Proof of address
Beneficial ownership information (if applicable)

The Platform will not process any escrow, payment, or MCC-related transaction until KYC verification is complete. Verification typically completes within 24–48 hours.

2.5 Account Responsibility

You are responsible for:

Keeping your Google account and password secure
All activities under your account
Notifying us immediately of any unauthorized access
Accurate and complete information in your profile

StudioLedger is not liable for unauthorized access resulting from your breach of these security obligations.

3. Nature of Services

3.1 Role as Facilitator

StudioLedger is not a party to the contracts you create on the Platform. We are a transaction facilitator and technical service provider.

Specifically:

We do not employ creators or marketmakers
We do not own or manage the intellectual property in work produced
We do not assume liability for the quality, timeliness, or legality of delivered work
We do not mediate the substance of negotiations—only provide the tools and escrow mechanism

3.2 VASP Registration

StudioLedger is registered with AUSTRAC as a Cryptocurrency Exchange / Transfer Facilitator (VASP — Virtual Asset Service Provider). As a VASP, we:

Report suspicious transactions to AUSTRAC
Comply with the AML/CTF Act 2006
Implement KYC and sanctions screening

However, we are explicitly not a Money Transmitter and do not hold or invest user funds. Escrow balances are locked on the XRPL blockchain, not custodied by us.

3.3 Escrow Mechanism

The Platform facilitates XRPL Token Escrow (XLS-85) contracts:

Funds are locked on the XRPL blockchain using crypto-conditions (five-bells-condition)
Funds are not held in any bank account or custodial account controlled by StudioLedger
Funds are released only via on-chain cryptographic fulfillment
Funds may be forfeited (in the case of arbitra dispute outcome) by automatic on-chain transfer to the Platform's XRPL address

See Section 5 (Escrow and Smart Contracts) and Section 6 (Platform Fees) for details.

3.4 Minted Craft Credential (MCC) System

The Platform mints and issues Minted Craft Credentials (MCCs) on the XRPL blockchain:

Taxon 1: Work Credential — issued upon contract completion and approval, proving the creator successfully delivered work
Taxon 2: License — issued when an asset is purchased, proving the buyer has rights to use the work
Taxon 3: Membership Access Pass — issued for ongoing access or loyalty programs

MCCs are non-fungible tokens (NFTs) on XRPL and persist permanently on the blockchain. The Platform does not control or manage MCCs after issuance—they belong entirely to the holder.

4. Blockchain and Cryptocurrency

4.1 XRPL Network

All escrow and settlement transactions on the Platform run on the XRPL (XRP Ledger) blockchain:

Testnet (wss://s.altnet.rippletest.net:51233) — for development and testing
Mainnet (wss://xrplcluster.com) — for production transactions

Your account settings display which network you are connected to. Transactions on Testnet are not real and have no monetary value.

4.2 Multi-Currency Support

The Platform supports:

XRP (native XRPL currency) — for instant fixed-price asset sales
RLUSD (stablecoin issued by Ripple) — primary currency for escrow-protected work contracts
Issued currencies via GateHub: USD, EUR, GBP, AUD, JPY, USDC, USDT

When you use any issued currency, you establish a "Trust Line" on the XRPL, which requires a minimum XRP reserve (0.2 XRP per trust line). See Section 4.4.

4.3 RLUSD Stablecoin

RLUSD is issued by Ripple and regulated under NYDFS oversight
StudioLedger does not issue RLUSD and is not responsible for RLUSD regulatory compliance
Ripple bears all regulatory responsibility for RLUSD
RLUSD is intended to maintain a 1:1 value with the US dollar, but no guarantee is made
See Section 12 (Risk Disclosure) for stablecoin issuer risks

4.4 XRP Reserve Requirements

On the XRPL, every account must maintain a minimum XRP balance:

Base reserve: 1 XRP per account
Owner reserve: 0.2 XRP per object (trust line, offer, escrow, etc.)

You may not withdraw XRP below these minimums. These reserves are maintained by the XRPL network, not by StudioLedger.

4.5 DEX Swaps

The Platform may offer optional currency conversion via the XRPL Decentralized Exchange (DEX):

DEX swaps incur a 0.1% platform fee in addition to XRPL network fees
DEX prices are determined by liquidity pools, not by StudioLedger
Slippage and price variation may occur
You assume all risk of adverse price movement

4.6 Irreversibility of Blockchain Transactions

All XRPL transactions are irreversible once confirmed (typically within 3–5 seconds). You acknowledge:

Transactions cannot be reversed, refunded, or recalled after confirmation
Incorrect recipient addresses result in permanent loss of funds
Typos in wallet addresses are your responsibility—StudioLedger cannot recover funds sent to wrong addresses

5. Escrow and Smart Contracts

5.1 XRPL Token Escrow (XLS-85)

Work contracts on the Platform use XRPL Token Escrow:

Funds are locked on-chain using cryptographic conditions (five-bells-condition)
Funds cannot be moved, spent, or accessed until conditions are met
The Platform does not hold or access these funds—they remain on the XRPL

5.2 Escrow Structure

One escrow per milestone. For multi-milestone contracts:

Each milestone is a separate escrow
Escrows are independent—completion/failure of one does not affect others
Each escrow may have a different CancelAfter date (refund deadline)

5.3 CancelAfter Date (Refund Window)

Each escrow has a CancelAfter date set at creation:

If work is not completed and approved by this date, the marketmaker may cancel the escrow and reclaim funds
CancelAfter dates are determined during contract negotiation and are shown on the contract preview
If you accept a contract with a CancelAfter date, you confirm you understand the deadline

5.4 Crypto-Conditions and Fulfillment

Escrow release requires proof of work completion:

The creator submits deliverables and proof (typically IPFS hash) to the Platform
The marketmaker reviews and approves (or requests revision)
Upon approval, the Platform sends a fulfillment condition to the XRPL
The escrow automatically releases to the creator

The fulfillment condition is cryptographically linked to the deliverable hash, ensuring immutability.

5.5 Platform Fee Mechanics

When an escrow is released (funds transferred to creator):

The Platform automatically deducts 0.98% of the escrow amount
This fee is transferred to the Platform's XRPL address via on-chain transaction
The remaining amount (99.015%) is transferred to the creator
See Section 6 for full fee details

5.6 Revision Limits

By default, each milestone allows 2 rounds of revisions:

Round 1: Creator submits work → Marketmaker requests changes
Round 2: Creator resubmits → Marketmaker approves or requests final changes
After 2 rounds, the marketmaker must either approve or file a dispute

Custom revision limits may be specified in the contract. Exceeding the limit does not automatically release funds—the marketmaker must take action (approve or dispute).

5.7 Escrow Risks and Limitations

Freeze and Clawback Risk

XRPL supports token "freeze" and "clawback" functionality if configured by the token issuer. This means:

RLUSD: Ripple has not enabled global clawback for RLUSD, but this could theoretically change
Issued currencies: GateHub and other issuers may enable clawback on tokens they issue
If clawback is executed by an issuer, frozen funds or clawed-back tokens could be removed from escrow without warning

This is a blockchain-level risk outside StudioLedger's control. You assume this risk when using issued currencies.

Platform Multisig Risk

The Platform's XRPL address holds all released fees. Planned future enhancement: 2-of-3 multisig approval (user + platform + recovery), but this is not yet implemented. Current risk: single point of failure on the Platform's XRPL account.

5.8 Escrow Cancellation

Either party may initiate cancellation under these conditions:

Creator: Before marketmaker approval (to abandon the milestone)
Marketmaker: After CancelAfter date passes (to reclaim funds)
Dispute resolution: Either party may request cancellation as part of a dispute; platform admins or arbitrators may force cancellation and redistribute funds

Cancellation is final and irreversible.

6. Platform Fees

6.1 Fee Schedule

All fees are published and updated at https://studioledger.ai/fees.

Current fees (as of March 2026):

Fee Type	Amount	When Applied
Escrow Release	0.98%	Upon creator approval and fund release
DEX Swap	0.1%	Optional currency conversion
MCC Mint	0.1 RLUSD	Issued on contract completion (automated)
Arbitration (Losing Party)	5% of disputed amount	Upon arbitration decision; losing party pays

Example: A 1,000 RLUSD escrow released to creator incurs:

1,000 RLUSD × 0.98% = 9.85 RLUSD platform fee
Creator receives: 990.15 RLUSD

6.2 Fee Changes

The Platform may change fees with 30 days' advance notice:

Notice is sent via email and displayed on the Platform dashboard
Users may opt out within the 30-day window (new accounts bound by current fees immediately)
Existing escrows in progress use fees that were current when the escrow was created

6.3 Fee Transparency

Fees are always shown before you confirm:

Contract creation
Escrow release
DEX swap
Arbitration initiation

You cannot proceed without viewing the final fee breakdown.

6.4 Refunds

Fees are non-refundable except where:

An escrow is cancelled before release (no fee charged)
An arbitration decision results in fee reversal (rare; arbitrator's discretion)

7. Contract Creation and Agreements

7.1 Template-Based Contracts

The Platform provides 6 contract templates. You select a template, fill in details, and generate a smart contract:

Fixed Price — Single payment on delivery
Milestone — Multi-phase work with staged payments
Retainer — Ongoing access to services over time
Pay-Per-Use — Usage-based billing
License Deal — Licensing IP with royalties or fixed payments
Subscription — Recurring billing

Each template defines:

Deliverable structure
Payment schedule
Revision limits
License terms
Dispute resolution process

7.2 Immutability via IPFS

The contract's final terms are hashed and uploaded to IPFS (via Pinata). This hash becomes part of the escrow metadata on-chain:

The IPFS hash cannot be tampered with after contract creation
Either party can download the original contract from IPFS at any time
The hash is cryptographically linked to the escrow

7.3 Contract Negotiation

Before an escrow is funded:

Both parties may propose terms in a negotiation workspace
Counteroffers update a shared contract preview in real-time
Either party may decline and walk away (no fee, no escrow)
When both agree, the contract is locked and escrow is funded

7.4 Legally Binding Agreement

By signing or approving a contract on the Platform, you confirm:

You have authority to enter this contract
You are not bound by conflicting agreements
You understand the terms
You accept liability for breach

The Platform is a tool to facilitate contracts, but you remain personally liable for performance under the contract. If either party fails to perform, the other party may pursue legal action outside the Platform in addition to filing a dispute.

8. Work Delivery and Acceptance

8.1 Deliverable Submission

The creator submits work and proof of delivery:

Deliverables are typically uploaded to IPFS and referenced by hash
The creator provides a description and links to the work
The Platform records the submission timestamp

8.2 IPFS Hashing

Deliverables are hashed (SHA-256) to create an immutable fingerprint:

This hash is recorded on-chain as part of the escrow fulfillment
The hash proves the exact file was submitted and accepted
Neither party can later claim the deliverable was different

8.3 Automatic Approval (7-Day Window)

If the marketmaker does not respond within 7 calendar days of submission:

The Platform automatically approves the work
The escrow is automatically released to the creator
The creator receives a notification; the marketmaker is notified of auto-release

This rule prevents indefinite stalling and ensures finality.

8.4 Revision Rounds

By default, 2 revision rounds are allowed per milestone:

Marketmaker requests changes → Creator resubmits (Round 1)
Marketmaker reviews again → Approves or requests final changes (Round 2)
After 2 rounds: Marketmaker must approve or file a dispute

The revision count resets to 0 upon auto-approval (if marketmaker does not respond within 7 days).

If the contract specifies a different number of revisions, that custom limit applies instead.

8.5 MCC Issuance

Upon work acceptance (either by marketmaker approval or auto-approval after 7 days):

A Work Credential (Taxon 1 MCC) is minted and transferred to the creator's XRPL account
The MCC records: contract ID, milestone completion date, creator address, work hash
The creator immediately owns the MCC and can transfer, hold, or use it for reputation/arbitration qualification
MCC mint fee: 0.1 RLUSD (debited from the creator's balance or escrowed amount)

9. Dispute Resolution and Arbitration

9.1 Three-Tier Escalation Process

Tier 1: Direct Resolution (7 Days)

Either party may file a dispute if work is unsatisfactory or timeline is missed:

The platform notifies both parties
7-day window for direct negotiation within the Platform's dispute chat
Both parties have equal messaging rights
If both agree on a resolution (e.g., refund, revision, payment split), the escrow is adjusted and released

Tier 2: Platform-Mediated Review (14 Days)

If Tier 1 fails:

Platform admin reviews all evidence submitted by both parties
Admin assesses contract terms, deliverables (IPFS hash proof), timeline, and conduct
Admin makes a non-binding recommendation (or binding recommendation if both parties request it)
If binding: escrow is adjusted per recommendation and released
If non-binding: either party may escalate to Tier 3

Tier 3: Community Arbitration (21 Days)

If Tier 2 fails or either party rejects it:

3 arbitrators are selected from MCC holders with relevant skill domain credentials
Arbitrators review the dispute file (contract, evidence, communications, IPFS hashes)
Each arbitrator votes (majority rules)
Arbitrator decision is binding and enforced on-chain — funds are redistributed per decision
The losing party pays 5% of the disputed escrow amount as arbitration fee (capped at the original escrow amount)
Arbitrator identities are disclosed; conflicts of interest are managed (see Section 15)

9.2 Arbitrator Qualification

To serve as an arbitrator, a user must:

Hold at least 1 Work Credential (Taxon 1 MCC) from a completed, approved contract
Have zero active disputes or unresolved conduct violations
Sign the arbitrator code of conduct
Have relevant skill domain credentials (optional, but given weight)

9.3 Evidence and IPFS Storage

All dispute evidence is stored:

User-uploaded files (screenshots, documents, recordings) → IPFS via Pinata, hash recorded
Contract terms → already on IPFS from contract creation
Deliverables → already on IPFS from submission
Communications → stored in Supabase with timestamps

Either party can access and download all evidence at any time.

9.4 Arbitration Fee

The losing party pays 5% of the disputed escrow amount to the Platform:

If a creator is found liable for missed deadline, they pay 5% of the escrow to the Platform
If a marketmaker is found to have rejected work without cause, they pay 5% of the escrow
If both parties are partially at fault, the arbitrator may split the fee or split the escrow instead

This fee comes from the disputed escrow pool, not from outside funds.

9.5 Binding Nature of Arbitration Decisions

Arbitration decisions are binding within the Platform and automatically enforced on-chain via smart contract:

Funds are redistributed to the winning party per the decision
The fee is transferred to the Platform
The decision is recorded immutably on the XRPL

However, either party retains the right to pursue legal action in Australian courts under Australian Consumer Law (ACL) or other applicable law. Arbitration is not a waiver of your legal rights; it is an alternative dispute resolution mechanism exclusive to the Platform.

9.6 Dispute Timelines

Tier 1: Opened immediately → 7 days for direct resolution
Tier 2: Escalated on day 7 → 14-day admin review period
Tier 3: Escalated on day 21 → 21-day arbitration period (vote, decision, on-chain execution)
Total maximum: ~42 days from initial dispute filing to final arbitration decision

During this time, the escrow remains locked on the XRPL.

10. User Conduct

10.1 Lawful Use

You agree to use the Platform only for lawful purposes:

No illegal activity (money laundering, sanctions evasion, fraud, theft)
No financing terrorism or prohibited entities
No activity violating the laws of any jurisdiction in which you reside or do business
No circumventing sanctions, export controls, or embargoes

10.2 No Intellectual Property Infringement

By posting work, listings, or communications on the Platform, you represent:

You own or have rights to all content you upload
Your content does not infringe third-party copyrights, trademarks, or patents
You will indemnify the Platform and other users from infringement claims related to your content

See Section 11 (Intellectual Property) for full IP rights.

10.3 No Escrow Manipulation

You must not:

Create false or inflated contracts to move value without real services
Collude with another user to artificially increase fees or game the system
Submit empty or worthless deliverables with intent to trigger auto-approval
Use the Platform as a money transmitter or remittance service
Create multiple accounts to circumvent limits or fees

Violation results in account suspension and fee forfeiture.

10.4 AI Disclosure Requirement

If work contains AI-generated content (text, images, code, audio, video):

You must disclose this in the contract and deliverable description
Failure to disclose is grounds for dispute and refund
AI tools must comply with their own licensing (e.g., image generation model terms)
The Platform does not police AI usage but retains the right to enforce disclosure

10.5 No Multiple Accounts

You must not:

Create more than one account per person
Share accounts with others
Use automated scripts or bots to interact with the Platform

Each person = one account. Violators face immediate termination and fee forfeiture.

10.6 AML and Sanctions Compliance

By using the Platform, you confirm:

You are not a Specially Designated National (SDN) or otherwise sanctioned person
You do not reside in a sanctioned jurisdiction (Cuba, Iran, North Korea, Syria)
You are not on any government watchlist for financial crime
Your funds are derived from lawful sources

The Platform screens all users against:

OFAC SDN list
AUSTRAC watch lists
International sanctions programs

Violation of sanctions law results in immediate account freeze and possible reporting to authorities.

10.7 Rate Limiting and Abuse Prevention

The Platform may:

Limit the number of contracts, disputes, or arbitrations you can file per month
Throttle API requests to prevent abuse
Suspend accounts showing signs of malicious activity
Require additional KYC for high-value transactions

11. Intellectual Property

11.1 IP Ownership During Contract

Before work is accepted and full payment is released:

The creator retains all IP rights in the work
The marketmaker has limited right to review and use for purpose of acceptance
The marketmaker cannot copy, distribute, or commercialize unfinished work

11.2 IP Ownership Upon Completion

Upon work acceptance and full payment release:

IP ownership transfers to the marketmaker, unless a License Deal or custom IP clause specifies otherwise
The creator retains the right to use the work in their portfolio and for MCC credentials
The creator may not re-sell or re-license the same work to another marketmaker without explicit permission

11.3 License Deals

For License Deal contracts:

The creator retains underlying IP ownership
The marketmaker receives a License MCC (Taxon 2) proving their usage rights
License terms (exclusive/non-exclusive, territory, modifications, sublicensing) are recorded on the MCC metadata
The License MCC is immutable and serves as portable proof of rights

Example: A designer licenses a logo to a client under "non-exclusive, worldwide, perpetual, with modifications, no sublicensing." The client receives a License MCC proving these exact rights.

11.4 MCC as IP Record

Minted Craft Credentials serve as permanent, on-chain IP records:

MCC metadata includes: contract ID, creator address, work hash (IPFS), license terms, issue date
The MCC proves: who created it, when, under what terms, and (if licensed) who has rights to use it
MCCs are portable—they move with their holder and are recognized across platforms

11.5 Portfolio and Attribution

Creators may:

Display completed work in their public portfolio (on StudioLedger)
Reference contracts by name/description without revealing client identity (unless client consents)
Hold and display their Work Credential MCCs as proof of expertise

Marketmakers may:

Display purchased work as part of their business (subject to license terms)
Reference creators by name with permission (attribution)

11.6 DMCA and Takedown Process

If you believe your IP has been infringed on the Platform:

Email a detailed notice to legal@studioledger.ai with:
- Your contact information
- Identification of the infringing content
- Identification of your original work and proof of ownership
- Statement under penalty of perjury that you believe infringement is not authorized
The Platform will investigate within 5 business days
If infringement is confirmed, the Platform will:
- Remove or disable the infringing content
- Notify the accused infringer
- Recommend legal action if appropriate

The accused infringer may submit a counter-notice asserting that content was posted with authorization. The Platform does not resolve IP disputes—it only enforces its own DMCA policy.

12. Risk Disclosure

12.1 Cryptocurrency and Blockchain Risks

Volatility

Cryptocurrency prices are highly volatile:

XRP may fluctuate ±10–50% in a single day
Stablecoins (RLUSD) aim for $1 parity but may deviate
Currency conversion via DEX locks in a specific price; prices may move against you immediately after
You assume all risk of price movement

Consensus and Confirmation Risk

XRPL transactions are confirmed by validators:

Confirmations typically occur within 3–5 seconds
In rare cases (network congestion, validator failure), confirmation may take longer
A transaction that "looks" confirmed may theoretically be reversed (ledger consensus failure is extremely rare but theoretically possible)
Once a transaction is confirmed and the next ledger has closed (typically 10 seconds), it is effectively immutable

Network Amendments and Protocol Changes

The XRPL community may propose and vote on protocol amendments:

Amendments require 80% validator consensus to activate
Amendments could change transaction rules, fees, or escrow mechanics
The Platform will migrate to support amendments, but there may be temporary service disruption
You assume risk of protocol changes affecting your contracts

12.2 XRPL Validator and Consensus Risk

The XRPL is maintained by a distributed set of validators:

A majority (>80%) must agree on every transaction
If validators disagree or fail, ledger consensus could be broken (extremely rare)
StudioLedger does not operate XRPL validators and cannot control consensus

12.3 Stablecoin Issuer Risk (RLUSD)

RLUSD is issued by Ripple:

Ripple could theoretically become insolvent, bankrupt, or cease operations
Ripple's regulatory status could change; NYDFS oversight could be revoked
If RLUSD backing fails, the token could lose value
StudioLedger is not responsible for RLUSD issuer solvency—you assume this risk

12.4 Issued Currency and Trust Line Risk

When using GateHub currencies (USD, EUR, USDC, USDT):

You establish a "trust line" to the issuer
The issuer could freeze your balance, execute clawback, or cease operations
GateHub could go insolvent or exit the business
StudioLedger does not control issuers and cannot recover frozen or clawed-back funds
You assume all issuer risk

12.5 Irreversibility

All XRPL transactions are irreversible:

Sending to a wrong address = permanent loss
Typos, wallet errors, or phishing cannot be undone
You must verify addresses three times before confirming transactions
StudioLedger cannot reverse transactions or recover funds sent to wrong addresses

12.6 Private Key and Wallet Risk

If you connect an external wallet:

You are solely responsible for securing your private keys
Loss of private keys = permanent loss of funds in that wallet
Phishing, malware, or human error can result in wallet compromise
The Platform cannot access, recover, or restore lost private keys

12.7 Platform-Managed Wallet Risk

For users who do not connect an external wallet:

The Platform generates and manages your XRPL account on your behalf
The Platform stores your XRPL account information (encrypted)
A breach of the Platform could expose your XRPL account
The Platform has implemented standard security measures (encryption, access controls), but no system is 100% secure
The Platform maintains insurance for custodial risks (planned future enhancement)

12.8 Exchange and Liquidity Risk

DEX swaps execute on the XRPL Decentralized Exchange:

If liquidity is low, the swap price may be unfavorable
Slippage (difference between expected and actual price) may occur
Large swaps may move the market price against you
A swap that succeeds on-chain but fails in the UI may result in unexpected balance changes

12.9 Tax Risk

Cryptocurrency transactions trigger tax events:

Each escrow release, DEX swap, and MCC issuance may be taxable income
You are solely responsible for calculating and paying taxes
The Platform provides transaction history exports but does not provide tax advice
Failure to pay taxes may result in penalties, interest, or criminal liability

13. Tax Responsibility

13.1 Your Sole Responsibility

You are solely responsible for:

Calculating your tax liability on all Platform transactions
Reporting transactions to your tax authority
Paying all applicable taxes (income tax, GST/VAT, capital gains tax)
Maintaining records and receipts

13.2 Transaction History Export

The Platform provides tools to export your transaction history:

All escrow creations, releases, cancellations, and disputes
All MCC issuances and transfers
Timestamps, amounts, currencies, and counterparties
These exports can be provided to tax professionals or tax authorities

13.3 No Tax Advice

The Platform does not provide tax advice. You should consult a qualified tax professional in your jurisdiction regarding:

Whether crypto transactions are taxable
What tax rates apply
How to calculate gains and losses
Record-keeping requirements

13.4 Jurisdiction Variability

Tax treatment of cryptocurrency varies by jurisdiction:

Australia: ATO treats crypto as capital gains or ordinary income depending on context
USA: IRS treats all crypto as property subject to capital gains tax
UK: HMRC has specific crypto tax guidance
EU: VAT/GST may apply; FATCA reporting required
Your jurisdiction's tax law applies to you, not the Platform's.

14. Privacy and Data

14.1 Privacy Policy

Your use of the Platform is governed by the Privacy Policy. Key points:

We collect name, email, phone, and government ID (KYC)
We collect transaction history and contract details
We do not share PII with third parties (except for regulatory reporting)
You have rights under Australian Privacy Act 1988 (APPs) and GDPR (if EU resident)

14.2 Data Collection Summary

We collect:

Account: Name, email, phone, date of birth, government ID, address, photo
Blockchain: XRPL address, transaction history, balances
Transactions: Contract details, escrow amounts, deliverable hashes, dispute evidence
Analytics: IP address, browser/device info, page usage, feature usage
Communications: Support tickets, dispute messages, emails

14.3 Data Retention

Account data: Retained for 7 years (AUSTRAC AML/CTF compliance requirement)
Transaction logs: Retained permanently (blockchain immutability)
Dispute evidence: Retained for 5 years
Analytics: Retained for 2 years

Upon account deletion, account-level PII is encrypted/deleted, but transaction and blockchain records persist.

14.4 GDPR and APPs Compliance

GDPR (EU users): Your data is processed under data processing agreements; you have rights to access, rectification, erasure, portability
APPs (Australian users): Your data is handled per Australian Privacy Principles; you have privacy rights under the Privacy Act 1988

See Privacy Policy for full details.

15. Community Guidelines

15.1 Professional Conduct

Users must:

Treat other users with respect
Communicate professionally in contracts and disputes
Not harass, threaten, or defame other users
Not post offensive or discriminatory content

Violations may result in warnings, account suspension, or termination.

15.2 MCC Reputation and Arbitrator Eligibility

MCCs serve as reputation credentials:

Holding multiple Work Credentials signals a reliable creator
MCC history is visible on public profiles (if user chooses to display)
Users with more MCCs may be prioritized as arbitrators
Users with active disputes or conduct violations are ineligible as arbitrators

15.3 Arbitrator Conflict of Interest

Arbitrators must:

Not have a financial interest in the dispute outcome
Not have worked with either party in a current or recent contract
Disclose any relationships with either party
Recuse themselves if they cannot be impartial

The Platform screens for conflicts automatically when assigning arbitrators.

15.4 Enforcement

The Platform may:

Issue warnings for minor violations
Suspend accounts for repeat violations
Terminate accounts for serious violations (fraud, harassment, illegal activity)
Refer criminal conduct to law enforcement

Terminated accounts cannot be reactivated; repeat offenders face permanent bans.

16. Limitation of Liability

16.1 Aggregate Cap

To the maximum extent permitted by Australian Consumer Law (ACL), StudioLedger's total liability to you is capped at the total fees you have paid to the Platform in the 12 months preceding the claim.

Example: If you paid $500 in fees in the past year and suffer a $5,000 loss, the Platform's liability is capped at $500.

This cap does not apply to:

Death or personal injury
Fraud or willful misconduct
Violations of ACL guarantees that cannot be excluded

16.2 Exclusions of Liability

StudioLedger is not liable for:

XRPL and Network Failures

XRPL consensus failures, network outages, or validator issues
Lost or delayed transactions due to network congestion
Validator or RPC endpoint failures

Cryptocurrency and Blockchain

Volatility or price fluctuations in XRP, RLUSD, or other cryptocurrencies
Irreversibility of blockchain transactions
Loss of funds due to incorrect wallet addresses (user error)
Private key loss or wallet compromise

Third-Party Services

XRPL validators and consensus providers
Ripple (RLUSD issuer)
GateHub and other currency issuers
Pinata (IPFS provider)
Google (OAuth provider)
Wallet providers (Xaman, MetaMask, Phantom, GemWallet, Crossmark)

User Conduct and Contracts

Quality, timeliness, or legality of work produced
Breach of contract by other users
Fraud or misconduct by counterparties
Disputes between users

Data and Security

Unauthorized access to your account (unless caused by Platform negligence)
Viruses, malware, or cyberattacks affecting your device
Loss of data due to user error or device failure

Indirect Damages

Lost profits, business interruption, loss of business opportunity
Reputational harm or emotional distress
Punitive or consequential damages

Even if the Platform is aware of the possibility of such damages, it is not liable.

16.3 "As-Is" Provision

The Platform is provided "as is" without warranties of merchantability, fitness for purpose, or non-infringement. Use at your own risk.

17. Warranties

17.1 Disclaimer of Warranties

To the maximum extent permitted by law, the Platform, tools, and services are provided WITHOUT ANY WARRANTY, express or implied:

The Platform may have bugs, errors, or downtime
Features may be disabled or changed without notice
The Platform is not guaranteed to be secure, fast, or error-free
No warranty is given that escrow, MCC, or other features will work as described

17.2 Your Warranty to the Platform

You warrant that:

You are 18+ years old
You have authority to enter into this agreement
Your information is accurate and complete
You own or have rights to all content you upload
Your use complies with all applicable laws
You will not engage in prohibited conduct (see Section 10)

18. Force Majeure

18.1 Events Beyond Control

The Platform is not liable for failure or delay in performance caused by events beyond reasonable control:

Blockchain and Network Events

XRPL consensus failure or network partition
Validator majority failure or downtime
Network congestion causing delayed confirmations
XRPL protocol forks or amendments

Regulatory Events

New laws or regulations prohibiting or restricting cryptocurrency
Government sanctions or embargoes affecting operations
Regulatory action by AUSTRAC, ASIC, or overseas regulators
Requirements to block access from certain jurisdictions

External Events

Cyberattacks on XRPL or major exchanges
Stablecoin issuer (Ripple) insolvency or cessation
Currency issuer (GateHub) failure
Disaster, pandemic, war, terrorism, or civil unrest

Platform Events

Data center outage or infrastructure failure
Major security breach requiring emergency shutdown
Denial of service attacks

In the event of force majeure, the Platform will:

Notify users as soon as reasonably possible
Attempt to restore service
Not be liable for delays or failures during the event

19. Termination

19.1 Termination by the Platform

The Platform may suspend or terminate your account if:

You violate these Terms
You violate applicable laws
You engage in fraud, abuse, or misconduct
Your account is used for illegal activity
You fail KYC verification or sanctions screening
You accumulate multiple unresolved disputes
Required by law or regulation

Suspension = temporary; account is locked but may be restored. Termination = permanent; account cannot be reactivated.

19.2 Termination by You

You may delete your account at any time via account settings:

Your profile and personal data are deleted
Your transaction history is retained for 7 years (AUSTRAC requirement)
Your XRPL address and MCCs remain on the blockchain (permanent, beyond Platform control)

19.3 Effect of Termination

Ongoing Escrows

Escrows in progress continue to operate and are settled per their terms
Either party may still complete milestones, file disputes, or use arbitration
The Platform continues to enforce escrow mechanics (releases, cancellations) for 30 days after termination
After 30 days, escrows are frozen and parties must resolve off-platform or via legal action

MCCs and Blockchain Records

MCCs issued remain in your XRPL wallet and are not deleted
MCCs are recognized across all platforms that recognize XRPL tokens
Blockchain records cannot be deleted—they persist permanently

Data Retention

Personal data (name, email, phone) is deleted, except:
- 7-year retention for AUSTRAC AML/CTF compliance
- Legal hold or litigation preservation if applicable
Transaction history is retained permanently (blockchain)

19.4 Survival

The following sections survive termination:

Section 5 (Escrow and Smart Contracts) — escrows continue to operate
Section 9 (Dispute Resolution) — disputes can still be filed
Section 11 (Intellectual Property) — IP rights and obligations remain
Section 12 (Risk Disclosure) — risk acknowledgments persist
Section 13 (Tax Responsibility) — tax obligations persist
Section 16 (Limitation of Liability) — liability cap applies to post-termination claims
Section 21 (Governing Law) — Australian law governs all claims

20. Changes to Terms

20.1 Right to Amend

The Platform may change these Terms at any time. Changes take effect with 30 days' advance notice:

Notice is sent via email to the address on file
Notice is displayed in the Platform dashboard
A new "Last Updated" date is posted at the top of these Terms

20.2 Opt-Out Right

Within the 30-day notice period, you may:

Review the proposed changes
Opt out (delete your account) to avoid acceptance
If you continue using the Platform after 30 days, the new Terms automatically apply

Changes that materially reduce your rights (e.g., higher fees, lower protections) give you 30 days to opt out. Changes that materially increase your rights (e.g., lower fees, better arbitration) take effect immediately or with shorter notice.

20.3 Dispute of Terms

If you dispute the validity of a new term, you may file a dispute with the Platform:

Within 30 days of receiving notice
Explaining why the change violates your rights under law
The Platform will escalate to senior review (not standard arbitration)

21. Governing Law and Jurisdiction

21.1 Applicable Law

These Terms and all matters relating to your use of the Platform are governed by the laws of Australia, specifically:

Common law as applied in Australian courts
Australian Consumer Law (ACL) — Schedule 2, Competition and Consumer Act 2010
Privacy Act 1988 (Cth)
AML/CTF Act 2006
Any relevant state laws of New South Wales (StudioLedger's registered location)

21.2 Dispute Resolution

Before litigation, you may pursue:

Informal resolution — Contact support@studioledger.ai
Platform arbitration — Use the 3-tier dispute process (Section 9)
Mediation — Mutually agreed neutral mediator
Legal action — Australian courts (see below)

21.3 Jurisdiction and Courts

You and the Platform irrevocably consent to the exclusive jurisdiction of:

Federal Court of Australia
District/Supreme Court of New South Wales
Or any other Australian court with jurisdiction

Either party may bring proceedings in any Australian court. You waive any objection based on inconvenient forum.

21.4 Waiver of Jury Trial

To the extent permitted by law, both parties waive the right to a jury trial and agree to trial by judge alone.

21.5 Class Actions

You agree that disputes will be resolved on an individual basis:

You will not participate in class actions or collective proceedings against the Platform
Each dispute is independent and separate
Arbitration awards cannot be consolidated

Exception: You may join a government or regulatory investigation or action (e.g., AUSTRAC investigation).

21.6 No Waiver of Consumer Rights

Nothing in these Terms waives your rights under Australian Consumer Law, including the right to compensation for misleading or deceptive conduct, or failure to provide goods/services of acceptable quality.

The Platform cannot exclude liability for:

Death or personal injury caused by Platform negligence
Unconscionable conduct
Misleading or deceptive conduct
Breach of the non-excludable guarantees under ACL (s139A)

22. Contact Information

22.1 Customer Support

For general inquiries and account issues:

Email: support@studioledger.ai
Response time: 24–48 hours (business days)

22.2 Legal and Compliance

For legal notices, DMCA takedowns, and regulatory inquiries:

Email: legal@studioledger.ai
Mailing address: [To be completed by legal team with registered office address]

22.3 Disputes and Arbitration

For filing disputes or escalations:

Email: disputes@studioledger.ai
Response time: Within 24 hours of filing

23. Severability

If any provision of these Terms is found to be invalid, unenforceable, or contrary to law by a court or regulator, that provision will be severed (removed):

The remaining Terms continue in full force
The invalid provision will be reinterpreted to the maximum extent permitted by law
If the invalid provision is essential (e.g., liability cap), the parties will negotiate a replacement

24. Entire Agreement

These Terms, together with:

constitute the entire agreement between you and StudioLedger regarding the Platform. They supersede all prior negotiation, understanding, and agreement (written or oral) on this subject matter.

No other terms, conditions, representations, or warranties apply unless explicitly incorporated in writing and signed by both parties.

25. Waiver

The Platform's failure to enforce any right or provision does not constitute a waiver of that right:

Not responding to a violation does not mean it is permitted
Lenient enforcement on one occasion does not set a precedent
The Platform may enforce strict compliance at any time

26. Assignment

You may not assign, transfer, or sublet your account or rights under these Terms without the Platform's written consent.

The Platform may assign its rights and obligations under these Terms to a successor (acquisition, merger, restructuring) with 30 days' notice. You may opt out if the assignment materially reduces your rights.

Acknowledgment

By creating an account and using StudioLedger, you acknowledge that:

✓ You have read and understood these Terms of Service
✓ You are 18 years or older and legally able to enter into this agreement
✓ You agree to all fees and charges disclosed in the Fee Schedule
✓ You understand and accept the risks disclosed in Section 12 (Risk Disclosure)
✓ You are not a sanctioned person or resident of a sanctioned jurisdiction
✓ Your funds are derived from lawful sources
✓ You accept Australia as the governing jurisdiction
✓ You will comply with all applicable laws in your jurisdiction

Legal Disclaimer

⚠️ IMPORTANT: This document should be reviewed by a qualified Australian lawyer before being used in production. This template has been prepared based on general legal principles and the project specifications provided, but it does not constitute legal advice and may not fully comply with:

Australian Consumer Law (2010)
Privacy Act 1988 and Australian Privacy Principles
AML/CTF Act 2006 and AUSTRAC requirements
State-specific laws of New South Wales
ASIC regulations regarding financial services
GDPR (if serving EU residents)
Specific stablecoin and cryptocurrency regulations that may change

Before launching the Platform, a qualified lawyer with expertise in:

Australian commercial and consumer law
Cryptocurrency and blockchain law
AUSTRAC and AML/CTF compliance
Privacy and data protection law

should review and finalize these Terms. Jurisdiction selection, liability limitations, dispute resolution, and regulatory compliance provisions may require modification based on current legal precedent and regulatory guidance.

End of Terms of Service