Terms of Service.

By accessing or using duly, you agree to be bound by these Terms of Service. If you do not agree to these terms, do not use the service.

These terms apply to all users of the platform, including teams funding orders and contributors accepting funded assignments.

duly is a non-custodial escrow payment protocol for software delivery. The protocol connects teams that fund orders with contributors who deliver code through GitHub pull requests.

The workflow operates in four stages: fund, ship, approve, settle. Teams lock USDC in an on-chain escrow smart contract on the Solana blockchain. Contributors accept funded assignments, deliver code via pull request, and receive USDC settlement upon approved delivery.

duly does not hold private keys, custody funds, or control user wallets at any point during this process. All escrow and settlement logic is executed by a Solana smart contract.

duly is not a money transmitter, money services business, or financial institution. We provide non-custodial software that enables users to interact directly with on-chain smart contracts using their own wallets. We do not transmit, hold, or control funds at any point.

You must be at least 18 years old (or the age of majority in your jurisdiction) to use duly.

You must not be located in, or a resident of, any country or territory subject to comprehensive sanctions by the United States (including OFAC), European Union, or United Nations.

You must be legally permitted to use cryptocurrency and blockchain services in your jurisdiction. You are responsible for determining whether your use of duly complies with applicable local laws.

To use duly, you must connect a GitHub account via OAuth and a Solana wallet (such as Phantom or Solflare). You are solely responsible for the security of your GitHub credentials, wallet private keys, and seed phrases.

duly does not store, access, or recover your private keys. If you lose access to your wallet, duly cannot recover your funds or reverse any transactions.

You agree not to share your account credentials or wallet access with unauthorized parties. You are responsible for all activity that occurs under your account.

All payments on duly are denominated in USDC (USD Coin) on the Solana blockchain.

When a team creates and funds an order, USDC is locked in an on-chain escrow smart contract. These funds remain in escrow until the order is approved, cancelled, or expired.

Upon approved delivery, the contributor can claim USDC directly from the escrow contract to their wallet. Settlement is immediate and irreversible. Once USDC is released on-chain, it cannot be reversed, charged back, or recalled by any party, including duly.

Orders that are cancelled before acceptance are refunded in full to the team. Orders that expire without completion are also refunded to the team.

duly charges a protocol fee of 1% (100 basis points) on every escrow release. This fee is calculated on the gross amount and deducted at the time of settlement. The contributor receives the net amount after the fee.

The protocol fee is calculated and applied at the protocol level and is non-negotiable.

duly reserves the right to modify the fee structure with advance notice. Any fee changes will be communicated before they take effect and will not apply retroactively to existing funded orders.

You agree not to use duly for any unlawful purpose, including money laundering, terrorist financing, fraud, or sanctions evasion.

You agree not to submit fraudulent orders, fake pull requests, or manipulate the approval process to release funds improperly.

You agree not to interfere with, disrupt, or attempt to gain unauthorized access to the protocol, smart contracts, or other users' accounts or wallets.

You agree not to use automated tools (bots, scripts, agents) in a manner that violates these terms or circumvents the automation settings configured by your team.

The duly source code is released under the MIT License. You may use, modify, and distribute the code in accordance with that license. However, the duly brand assets (logo, D mark, wordmark, lavender dot, design tokens) are proprietary and may only be used in accordance with the brand guidelines published on the brand page.

Code delivered through pull requests remains the intellectual property of the parties to the order. duly does not claim ownership of any code submitted through the platform.

Brand assets (logo, wordmark, design tokens) are available for download on the brand page and may be used to represent duly in accordance with the published brand guidelines.

duly relies on third-party services that are outside our control:

• Solana: Blockchain network for escrow and settlement. Subject to network congestion, outages, and validator availability.
• USDC (Circle): Stablecoin used for all payments. Subject to Circle's terms and potential regulatory actions.
• GitHub: Source code hosting and pull request verification. Required for account creation and delivery verification.

duly is not responsible for outages, data loss, or service changes by any third-party provider. If GitHub, Solana, or USDC experience disruptions, duly's service may be affected accordingly.

duly is provided "as is" and "as available" without warranties of any kind, express or implied.

We do not guarantee uninterrupted access, error-free operation, or that the smart contracts will perform exactly as expected in all circumstances. Smart contracts carry inherent risks including bugs, exploits, and unintended behavior.

We do not provide financial, legal, or tax advice. You are responsible for understanding the tax implications of receiving USDC payments in your jurisdiction.

Cryptocurrency values may fluctuate. While USDC is designed to maintain a 1:1 peg with the US dollar, duly does not guarantee the stability or value of USDC.

To the maximum extent permitted by law, duly and its operators, contributors, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of the service.

This includes, without limitation, loss of funds due to smart contract vulnerabilities, wallet compromise, blockchain network failures, or user error in transaction execution.

Our total liability for any claim arising from these terms or your use of duly shall not exceed the total protocol fees you have paid to duly in the twelve months preceding the claim.

If you have a dispute with another user regarding an order, delivery, or payment, you agree to first attempt to resolve it directly with the other party.

duly has limited ability to intervene in disputes once funds have been released on-chain. We may, at our discretion, assist with mediation for orders that have not yet settled.

Any legal dispute between you and duly shall be governed by the laws of the State of Florida, United States. You agree to resolve disputes through binding individual arbitration rather than court proceedings, except where prohibited by law.

You agree to resolve all disputes on an individual basis only. You waive the right to participate in any class action, collective action, or representative proceeding against duly. If this waiver is found unenforceable in your jurisdiction, this entire arbitration section shall not apply to you.

You agree to indemnify, defend, and hold harmless duly and its operators, contributors, and affiliates from any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from:

• Your use of the platform and interactions with the smart contract
• Your violation of these terms
• Your violation of any applicable law or third-party rights
• Disputes between you and another user related to an order

You may stop using duly at any time. Any funded orders in progress will continue to be governed by these terms until settled, cancelled, or expired.

duly may suspend or terminate your access to the platform if you violate these terms, engage in fraudulent activity, or if required by law.

Termination does not affect any orders already settled on-chain. Blockchain transactions are permanent regardless of account status.

We may update these terms from time to time. When we make material changes, we will update the effective date at the top of this page and will notify you through the platform.

Your continued use of duly after changes take effect constitutes acceptance of the updated terms. If you do not agree with any changes, you should stop using the service.

If any provision of these terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible. The remaining provisions will continue in full force and effect.

If you have questions about these terms, contact us at hello@duly.finance.