Draft — pending attorney review. This is the working draft of Didact's Terms of Service. It has not yet been reviewed by counsel and should not be relied upon as final. It is published here so the review can happen against the real, current text.

didact-one Terms of Service

Last updated: [DATE TO BE SET ON PUBLICATION] Draft prepared: 2026-09-15 — see "Attorney review required" note at the bottom before this is published or relied upon.

These Terms of Service ("Terms") are a legal agreement between you and JANT LLC, a Texas limited liability company ("didact-one," "we," "us," or "our"), governing your access to and use of the didact-one website, mobile applications, and related services (collectively, the "Platform"). By creating an account or otherwise using the Platform, you agree to be bound by these Terms.

If you are agreeing to these Terms on behalf of an organization (a business, government agency, or non-profit), you represent that you have authority to bind that organization, and "you" refers to that organization as well as you individually.

1. What didact-one is

didact-one is a marketplace connecting client organizations with independent talent (freelancers, consultants, and agencies) for project-based and hourly work. didact-one is not a party to any agreement between a client and talent — we provide the platform, payment facilitation, and related tools that let clients and talent find each other, negotiate terms, and get paid. The actual working relationship, scope of work, and deliverables are agreed directly between the client and the talent.

Bidirectional accounts

A single account may act as a client (by creating or joining an Organization) and as talent (by creating a Talent Profile) at the same time. Each role carries its own obligations under these Terms.

2. Eligibility

You must be at least 18 years old and able to form a binding contract to use the Platform. If you are creating an Organization, you must have real authority to bind that organization, and the organization itself must be a real, lawfully operating legal entity — see Section 6 (Client Verification) below.

3. Accounts

You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. You must provide accurate information at signup and keep it current — in particular, your legal name and, for an Organization, the organization's real legal name.

We may suspend or terminate any account, at our discretion, for a violation of these Terms, suspected fraud, a failed or flagged compliance screening (Section 6), or as required by law.

4. Fees

Talent fee: didact-one deducts a service fee of 10% of talent earnings on each contract, dropping to 5% on billings with the same client organization once your cumulative lifetime billings with that client exceed $10,000 USD.
Client fee: didact-one charges clients a flat 5% processing fee on top of the agreed contract amount.
There are no subscription fees, listing fees, or fees to submit a proposal.
An Organization may choose to display these fees as a single all-in quoted rate ("absorbed") or broken out as a separate line item ("itemized") in its own account settings — this is a display preference only and does not change the fee amount.
All fees are disclosed before you accept or fund a contract. We may change our fee structure with notice as described in Section 15.

5. Currency, Escrow, and Payments

Currency

All contract values, fees, and platform ledger entries are denominated in US Dollars (USD), regardless of the client's or talent's local currency. Where a payment is collected or disbursed in a different currency, didact-one (or its payment partners) will convert at a quoted exchange rate that includes a spread; that spread compensates didact-one for absorbing the risk of exchange-rate movement between the time of quote and the time of settlement.

Escrow

When a client funds a contract, the funds are held in a bank account maintained by JANT LLC that is kept separate from JANT LLC's own operating funds, and are released only according to the terms of the applicable contract (on completion, on a milestone, or as otherwise agreed) or as required to resolve a dispute under Section 11. didact-one is not currently a licensed money transmitter or escrow agent in any jurisdiction; funds are held under this contractual arrangement, governed by these Terms, not under a separate regulatory license. This structure may change as the Platform grows — see the "Attorney review required" note below.

Payment methods and disbursement

We may use third-party payment processors and disbursement partners to collect and pay out funds. Your use of those services is also subject to their own terms. didact-one is not responsible for delays or failures caused by a third-party payment provider, a bank, or a card network outside our control.

6. Client Verification (KYB) and Sanctions Screening

Before an Organization can accept a proposal (and enter into a contract) on the Platform, we screen the Organization's name against public, government-maintained sanctions and denied-party lists (currently the U.S. Departments of Commerce, State, and Treasury's Consolidated Screening List). An Organization that does not clear this screening cannot accept proposals or enter into contracts on the Platform, and we may suspend or terminate an Organization's account if it is or becomes subject to applicable sanctions.

We may also request a D-U-N-S® Number (a free, globally recognized business identifier issued by Dun & Bradstreet) or other documentation to confirm an Organization is a real, existing legal entity. Larger or institutional Organizations may be asked for additional verification (business registry lookup, beneficial ownership, or officer screening) proportionate to the size and risk of their activity on the Platform.

We do not currently perform equivalent identity verification on individual Talent accounts at every step; this may change, and any change will be reflected in an updated version of these Terms.

7. Independent Contractor Relationship

Talent using the Platform are independent contractors, not employees, of didact-one or of any client they work with, unless a separate written agreement between the client and talent says otherwise. didact-one does not direct or control the manner or means by which talent perform work, does not provide employee benefits, and is not responsible for any employment, tax, or benefits obligation arising from a contract formed on the Platform. Clients and talent are each independently responsible for their own tax obligations, including any withholding or reporting required by law in their own jurisdiction.

8. Intellectual Property in Work Product

Except as otherwise agreed in writing between a client and talent for a specific contract, work product created by talent specifically for a client under a funded contract, and paid for in full, is owned by the client upon full payment. Talent retain ownership of pre-existing materials, tools, and general know-how not created specifically for that contract. didact-one claims no ownership over any work product exchanged between clients and talent.

9. Prohibited Conduct

You agree not to:

Circumvent the Platform's fees by arranging to pay or be paid for Platform-sourced work outside the Platform;
Provide false information during signup, client verification, or at any other point;
Use the Platform if you, or the organization you represent, are subject to applicable trade sanctions;
Harass, defraud, or discriminate unlawfully against another user;
Attempt to interfere with, reverse-engineer, or gain unauthorized access to the Platform;
Use the Platform for any unlawful purpose.

10. Ratings and Feedback

Clients and talent may rate and review each other after a contract is created. Ratings must reflect genuine experience and may not be manipulated, exchanged, or coerced. We may remove a rating that violates this section.

11. Disputes Between Users

didact-one is not a party to, and does not adjudicate, the underlying work agreement between a client and talent. If a dispute arises over funded escrow, we may, at our discretion, hold disputed funds pending resolution between the parties, and may consider evidence either party provides, but we are not obligated to act as an arbitrator of the underlying dispute and make no guarantee of any particular outcome.

12. Disclaimers

THE PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WE DO NOT GUARANTEE THE QUALITY, SAFETY, LEGALITY, OR ACCURACY OF ANY CLIENT, TALENT, JOB POSTING, PROPOSAL, OR WORK PRODUCT ON THE PLATFORM. WE DO NOT GUARANTEE UNINTERRUPTED OR ERROR-FREE OPERATION OF THE PLATFORM.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, JANT LLC AND ITS OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUE, ARISING FROM YOUR USE OF THE PLATFORM. OUR TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO US IN THE 12 MONTHS BEFORE THE CLAIM AROSE, OR (B) $100 USD.

14. Indemnification

You agree to indemnify and hold harmless JANT LLC from any claim, loss, or expense (including reasonable attorneys' fees) arising from your breach of these Terms, your violation of any law, or a dispute between you and another user.

15. Changes to These Terms

We may update these Terms from time to time. If we make a material change, we will provide notice (such as an in-app notice or email) before the change takes effect. Continued use of the Platform after a change takes effect constitutes acceptance of the updated Terms. Each acceptance is recorded with the version and timestamp of the Terms you accepted.

16. Termination

You may stop using the Platform and close your account at any time, subject to completing any funded, in-progress contracts. We may suspend or terminate your access for a breach of these Terms or as otherwise described above.

17. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws principles. Any dispute arising from these Terms or your use of the Platform will be resolved in the state or federal courts located in Texas, and you consent to the personal jurisdiction of those courts. [PLACEHOLDER: confirm with counsel whether a binding arbitration clause and/or class-action waiver should be added here — common for US-based marketplace ToS but a real legal choice with tradeoffs, not a default to set without advice.]

18. Contact

Questions about these Terms can be sent to support@didact-one.com.

Attorney review required — do not publish or rely on this document as-is

This draft was prepared to reflect didact-one's actual, currently-decided business model (bidirectional marketplace, USD-only, JANT LLC-held escrow, DUNS/sanctions-screening-based KYB, 10%/5% fee structure) as a starting point, not as a finished, attorney-reviewed legal document. Before publishing, a licensed attorney (ideally one with marketplace/gig-economy and payments experience, licensed in Texas) should review at minimum:

Whether JANT LLC's own-bank-account escrow structure (Section 5) needs money-transmitter or escrow-agent licensing in Texas or in any state/country where clients are based, especially as volume grows — this is the exact question flagged as still-open in docs/DEVELOPMENT_PLAN.md §3.
Whether an arbitration clause and class-action waiver (Section 17) is appropriate.
Independent-contractor-classification risk (Section 7) under the law of each state/country where talent or clients are located — misclassification rules vary significantly and some jurisdictions look past a platform's own labeling.
Any additional consumer-protection, marketplace-facilitator tax, or data-protection law that applies given the actual mix of countries clients/talent are in once the Platform has real users.