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Terms of Service

What you can expect from Nexrow, what we expect from you, and who is responsible for what when money is sitting in an escrow.

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1. The agreement

These terms are a contract between you and Nexrow. By creating an account, connecting a wallet, funding an escrow, or opening an escrow link someone sent you, you accept them. If you do not accept them, do not use Nexrow.

Nexrow is software for creating and settling escrow agreements in USDC on the Solana blockchain. We are not a bank, a money transmitter, a payment processor, an escrow agent in the regulated sense, or a party to the work agreement between you and your counterparty. We provide the tool. The deal is yours.

2. Who can use Nexrow

To use Nexrow you must be able to state truthfully that:

  • You are at least 18 years old and can enter into a binding contract.
  • You are not located in, or acting on behalf of anyone located in, a country subject to comprehensive sanctions.
  • You do not appear on any sanctions or restricted party list.
  • Your use of Nexrow is lawful where you live.

You are responsible for the security of your own wallet and your own account credentials. Anyone who controls your wallet controls the funds it can move, and we cannot reverse what your keys authorize.

3. How the escrow program works

When an escrow is funded, the USDC moves into an on-chain program account controlled by the Nexrow escrow program, not into an account controlled by Nexrow the company. The program will release those funds in exactly three situations, and no others:

  • The client approves the work, and the funds go to the freelancer.
  • The auto-release window set at creation expires without the client acting, and the funds go to the freelancer.
  • A dispute is resolved, and the funds go wherever the resolution directs: to the freelancer, back to the client, or split between them.

A cancelled escrow that was never funded moves nothing. An escrow that was funded cannot be unilaterally clawed back by either side. That is the point of it.

4. Fees

Nexrow charges a platform fee of approximately 1% of the escrow amount, taken from the funds at release. The exact rate applying to any given escrow is shown in basis points on the escrow itself before it is funded, and it does not change after funding. If we ever change our standard rate, the change applies only to escrows created afterwards.

Solana network fees are separate, are paid to the network rather than to us, and are typically a fraction of a cent. Your own wallet, exchange, or off-ramp may charge you fees we neither set nor receive.

Fees are not refunded on a released escrow, including one released through a dispute resolution.

5. Acceptable use

You agree not to use Nexrow to:

  • Launder money, evade sanctions, or finance terrorism.
  • Pay for anything illegal in your jurisdiction or your counterparty's.
  • Defraud a counterparty, including by opening escrows with no intention of delivering work or of paying for it.
  • Structure payments to disguise their source, purpose, or destination.
  • Infringe someone else's intellectual property, or traffic in stolen data or credentials.
  • Attack, probe, overload, or reverse engineer the service, or interfere with anyone else's use of it.
  • Automate account creation, or operate accounts on behalf of undisclosed third parties.

We may suspend or close an account that we reasonably believe is being used this way. Suspending an account does not change the escrow program’s on-chain rules, so it does not seize anything: any escrow already holding money still settles according to its own terms.

6. Disputes

Either party to a funded escrow may open a dispute before the auto-release window closes. Opening a dispute pauses auto-release while the dispute is live, so the money stays where it is until the dispute is decided.

Both parties may submit evidence and written statements. A Nexrow arbiter reviews what was submitted and decides one of three outcomes: release to the freelancer, refund to the client, or a split between them at a stated ratio. The resolution is then executed on-chain by the program.

Arbiters decide on the record in front of them, using the escrow description as the statement of what was agreed. Write a clear description. A dispute over a vague scope is decided on a vague scope.

A resolution is final within Nexrow. It does not extinguish whatever rights you may have against your counterparty outside Nexrow, and nothing in this section stops you from pursuing those rights in a court that has jurisdiction over them.

7. Disclaimers

Nexrow is provided as is and as available, without warranties of any kind, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement.

We specifically do not warrant that:

  • The service will be uninterrupted, timely, or error free.
  • The Solana network will be available, performant, or free of congestion, forks, or reorganizations.
  • USDC will hold any particular value, or remain redeemable, or remain supported.
  • Your counterparty will deliver the work, pay for it, or behave honestly.
  • The escrow program is free of defects, notwithstanding any testing it has had. It has not been audited.

Blockchain transactions are irreversible. A transaction you sign is a transaction that happens. We cannot undo it, and neither can anyone else.

8. Limitation of liability

To the fullest extent the law allows, Nexrow and its officers, employees, and agents are not liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, arising out of or connected to your use of the service, whether the claim is framed in contract, tort, or anything else, and even if we were told such damages were possible.

To the fullest extent the law allows, our total aggregate liability to you for all claims relating to the service is capped at the greater of the total platform fees you paid us in the twelve months before the event giving rise to the claim, or one hundred United States dollars.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain damages. Where that is true of yours, the exclusions and limits above apply to you only as far as that jurisdiction permits, and nothing here limits liability for fraud, or for death or personal injury caused by negligence.

9. Ending the agreement

You can stop using Nexrow at any time, and you can delete your account from Settings. We will refuse to delete an account while any of its escrows are still holding funds, because deleting it would orphan money on-chain. Settle those escrows first.

We may suspend or terminate access for a material breach of these terms, or where we are required to by law. Sections 4, 7, 8, and 10 survive termination.

10. Governing law and changes

These terms are governed by the laws of [GOVERNING JURISDICTION TO BE CONFIRMED], without regard to its conflict of laws rules, and the courts of [VENUE TO BE CONFIRMED] have exclusive jurisdiction over any dispute arising from them. These two placeholders will be filled in before Nexrow leaves devnet, and we will tell you when they are.

We may update these terms. If a change is material, we will give notice in the app and by email at least 14 days before it takes effect, and continuing to use Nexrow after that means you accept the new version. The last updated date at the top of this page always reflects the current version.

Questions about these terms

Write to us and a person will answer. See also our Privacy Policy and our Security page.

legal@nexrow.app

This document is a plain-language placeholder written for a product in development. It is not legal advice, and it is not a substitute for review by a qualified lawyer in your jurisdiction.