Terms of Service

1. Acceptance of Terms

Welcome to zayase. By creating an account, accessing, or using the zayase platform (the “Platform”), you agree to be bound by these Terms of Service (“Terms”). If you do not agree to these Terms, you may not access or use the Platform.

These Terms constitute a legally binding agreement between you and zayase. We recommend that you download or print a copy of these Terms for your records.

2. The zayase Marketplace

zayase is a marketplace that connects businesses (“Clients”) with verified independent professionals (“Professionals”) for administrative and operational support. zayase is not a party to the agreements entered into between Clients and Professionals, and we do not employ any Professional.

Professionals on zayase are independent contractors. They are responsible for their own tools, equipment, insurance, taxes, and compliance with applicable laws.

3. Eligibility and U.S. Person Restriction

You must be at least 18 years old and legally able to enter into contracts to use the Platform.

U.S. persons only. By creating an account, you represent and warrant that you are a U.S. citizen or a U.S. resident alien for federal tax purposes, and that you reside in the United States. zayase is not available to non-resident aliens, foreign persons, or entities organized outside the United States. If you are not a U.S. person, you may not register, access, or use the Platform.

You agree to provide accurate, current, and complete information during registration and to keep it up to date. You authorize zayase to verify your identity, tax status, and eligibility as a condition of continued access.

You are responsible for safeguarding your password and for all activity that occurs under your account. You must notify us immediately of any unauthorized use of your account.

4. Independent Contractor Relationship and Fair Labor Practices

Professionals are independent contractors, not employees, agents, partners, or joint venturers of zayase or of any Client that engages them. Nothing in these Terms or in any engagement creates an employment relationship between a Professional and zayase or between a Professional and a Client.

Each Professional is solely responsible for: (a) their own tools, equipment, and workspace; (b) determining the time, place, and manner of performing work; (c) paying all applicable federal, state, and local taxes on their earnings, including self-employment tax; (d) obtaining any required business licenses or permits; (e) maintaining their own insurance, including liability and health coverage; and (f) compliance with all applicable U.S. federal, state, and local laws.

Clients retain the right to direct the result of the work but not the means or methods by which the Professional accomplishes it. Neither zayase nor any Client is responsible for withholding income taxes, paying unemployment taxes, or providing worker's compensation, employee benefits, or any other entitlements associated with employment.

• •Fair Labor Standards Act (FLSA): Because Professionals are independent contractors and not employees, the FLSA's minimum wage and overtime requirements do not apply to engagements on the Platform. Professionals negotiate and set their own rates, and Clients agree to those rates through the proposal process.
• •Worker Classification: The independent contractor relationship is evaluated under the IRS common law test and applicable state tests, including California's ABC test (AB5), New Jersey's ABC test, and similar standards in other states. Professionals represent that they are properly classified as independent contractors and not employees under these tests.
• •Anti-Discrimination: All users agree to comply with Title VII of the Civil Rights Act, the Americans with Disabilities Act (ADA), the Age Discrimination in Employment Act (ADEA), and all other applicable federal, state, and local anti-discrimination laws. Discrimination based on race, color, religion, sex, gender identity, sexual orientation, national origin, age, disability, veteran status, or any other protected characteristic is prohibited.
• •No Child Labor: No user under the age of 18 may register or perform work on the Platform. zayase complies with the federal child labor provisions of the FLSA and all applicable state child labor laws.
• •Safe Workplace: Professionals are responsible for maintaining a safe working environment and complying with the Occupational Safety and Health Act (OSHA) and equivalent state workplace safety laws applicable to their work.
• •Right to Decline: Professionals have the right to decline any project and to set their own schedules. Neither zayase nor any Client may compel a Professional to accept work, work specific hours, or forego other engagements.

5. Tax Compliance and Information Reporting

Professionals complete IRS Form W-9 (Request for Taxpayer Identification Number and Certification) as part of Stripe Connect Express onboarding, before any payout can be released. Stripe collects the Professional's legal name, Taxpayer Identification Number (SSN or EIN), federal tax classification, and U.S. address, and verifies the tax ID against IRS records. zayase never sees or stores the W-9 data — Stripe handles all tax compliance as the licensed compliance engine.

By completing Stripe Connect onboarding, the Professional certifies under penalties of perjury that: (a) the Taxpayer Identification Number provided is correct; (b) they are not subject to backup withholding; and (c) they are a U.S. citizen or U.S. resident alien for federal tax purposes.

Stripe will file IRS Form 1099-NEC (or Form 1099-K, as applicable) for each Professional who meets the applicable reporting thresholds. Professionals are responsible for reporting all earnings to the IRS and for paying their own income and self-employment taxes.

zayase reserves the right to withhold payouts until Stripe Connect onboarding is complete and to suspend accounts that provide false, incomplete, or unverifiable tax information.

6. Projects, Proposals and Engagements

• •Clients post projects describing the work, budget, and expected duration.
• •Professionals submit proposals including a proposed rate and estimated timeline.
• •When a Client accepts a proposal, a Project is created and the agreed budget is held in escrow.
• •Either party may decline or withdraw a proposal before it is accepted. Accepted engagements may only be cancelled in accordance with Section 11.

7. Payments, Escrow, Fees and Wage Transparency

Project payments on the Platform are processed through Stripe Connect, a licensed money services provider. When a Client pays for a project, the funds are charged on zayase's Stripe platform account and held by Stripe in a specialized, isolated custodial account — not in a zayase bank account. Stripe acts as the licensed entity responsible for holding and transferring funds, keeping zayase legally compliant as a marketplace facilitator from day one. Funds are held in custodial escrow and released to the Professional when work is approved.

Membership subscriptions, background check fees, and other non-project payments are processed through Base44 Payments. zayase charges a single service fee: a Professional service fee deducted from the Professional's payout. Clients pay 0% platform fee on every plan — they only pay the project budget and standard payment processing. Applicable taxes are additional where required by law.

• •Rate Setting: Professionals set their own hourly and project-based rates. Clients review and agree to those rates before accepting a proposal. zayase does not impose a minimum or maximum rate.
• •Professional Fee: The Professional service fee is a flat 4% of the engagement value on every plan. This fee is deducted from the Professional's payout.
• •No Client Fee: Clients pay 0% platform fee on every plan — Basic, Client Plus, and Client Vetted. No service fee is added on top of the project budget. A small-order surcharge may apply to purchases under $50.
• •Fee Disclosure: There are no hidden charges, listing fees, or withdrawal fees beyond the disclosed service fees. Professionals and Clients see the full fee breakdown before accepting an engagement.
• •Custodial Fund Holding: All project payments are charged on zayase's Stripe platform account using Stripe Connect's separate charges and transfers flow. zayase does not hold, commingle, or touch client funds in its own bank account. The Professional's payout is transferred from Stripe's custodial holding to the Professional's Stripe Connect account, and the platform fee remains on the platform's Stripe balance. Stripe, not zayase, is the licensed entity responsible for the custody and movement of funds.
• •Timely Payment: Funds are released from Stripe's custodial escrow when the Client approves the work, or automatically after fourteen (14) days if no action is taken. Professionals receive payouts to their linked bank account via Stripe Connect within 2–5 business days of release.
• •No Wage Deductions: zayase does not deduct wages beyond the disclosed Professional service fee. Professionals receive the full engagement amount minus the applicable service fee and any tax withholding required by law.
• •Wage Transparency: Both Clients and Professionals can view the full payment breakdown — engagement amount, service fee, and net payout — on the project page before and after payment.

8. Professional Obligations

• •Maintain a complete, accurate, and truthful profile, including skills, rates, and availability.
• •Deliver work that matches the agreed scope, quality, and timeline of the engagement.
• •Log hours honestly for hourly engagements and never bill for work not performed.
• •Communicate professionally and respond to Client messages in a timely manner.
• •Comply with all applicable U.S. federal, state, and local laws, including tax, licensing, and employment regulations.

9. Client Obligations

• •Provide clear, complete project descriptions and reasonable deadlines.
• •Fund engagements promptly and approve completed work in good faith.
• •Pay for work performed in accordance with the accepted proposal.
• •Respect Professionals' independence and comply with all applicable U.S. federal, state, and local laws.

10. Content Standards

You may not upload, post, or transmit content that is unlawful, defematory, harassing, discriminatory, obscene, or that infringes the intellectual property or privacy rights of any third party.

We may remove any content and suspend or terminate any account that we reasonably believe violates these standards, without prior notice and without liability.

11. Suspension and Termination

We may suspend or terminate your account at any time, with or without cause, including for suspected fraud, abuse, misrepresentation of tax status, or a material breach of these Terms.

You may stop using the Platform and close your account at any time. Sections 5, 7, 13, and 14 survive termination of these Terms.

12. Disclaimers and No Warranties

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

zayase does not warrant that the Platform will be uninterrupted, error-free, or secure, or that any engagement between a Client and a Professional will be satisfactory to either party.

• •Not a Party to Engagements: zayase is a marketplace and is not a party to any agreement between a Client and a Professional. zayase does not perform, guarantee, or warrant the work delivered by Professionals and is not responsible for the quality, completeness, timeliness, or legality of any work product.
• •No Guarantee of Results: zayase does not guarantee that any project will be completed, that any proposal will be accepted, that any Professional will be available, or that any Client will pay. Users engage at their own risk.
• •Background Checks Are Not a Guarantee: A passed background check does not guarantee a Professional's trustworthiness, competence, or future conduct. zayase disclaims all liability arising from a Professional's actions, including those who have passed a background check.
• •Identity Verification, Not Liability: zayase provides identity verification services, including W-9 identity verification and, where applicable, third-party background checks through Checkr. These services help surface trustworthy talent, but they are screening tools, not guarantees. Even where a Professional has passed a background check or holds a verification badge, zayase does not assume any legal liability for financial loss, data breaches, unauthorized access to your systems or accounts, or any other harm arising from your engagement with that Professional. You are responsible for your own due diligence, access controls, and safeguards.
• •No Professional Advice: The Platform does not provide legal, tax, accounting, or business advice. Any information provided is general in nature. Users should consult qualified professionals for advice specific to their situation.
• •No Endorsement: zayase does not endorse any Professional or Client. Profiles, reviews, and ratings reflect user-submitted content and are not verified statements of fact by zayase.
• •Third-Party Services: The Platform integrates with third-party services (payment processors, background check providers, communication tools). zayase is not responsible for the actions, errors, or failures of these third parties.

13. Limitation of Liability and Assumption of Risk

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZAYASE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL SERVICE FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) USD 100.

• •Assumption of Risk: You acknowledge that using the Platform and engaging with other users involves inherent risks, including but not limited to the risk that work may not meet your expectations, that payments may be disputed, or that another user may act fraudulently. You assume all such risks voluntarily.
• •No Liability for User Conduct: zayase is not liable for the conduct, statements, work product, or omissions of any user. Disputes between users are solely between those users, and zayase's role is limited to providing the marketplace and, where applicable, escrow and dispute resolution tools.
• •No Liability for Work Product: zayase is not liable for any damage, loss, or harm caused by work delivered by a Professional, including defective work, missed deadlines, or breach of contract by a Professional.
• •No Liability for Off-Platform Activity: zayase is not liable for any communications, payments, or interactions that occur outside the Platform, even if they originated on the Platform.
• •No Liability for Data Loss: zayase is not liable for the loss, corruption, or unauthorized access to data stored on or transmitted through the Platform. Users are responsible for maintaining their own backups.
• •No Liability for Downtime: zayase is not liable for any losses arising from Platform downtime, maintenance, or technical failures.
• •No Consequential Damages for Engagements: Under no circumstances will zayase be liable for any loss of business, loss of opportunity, or any other consequential damages arising from an engagement between users.

14. Dispute Resolution, Arbitration, and General Legal Provisions

Disputes between Clients and Professionals should first be raised through the Platform's dispute process. zayase may, at its discretion, offer mediation but is not required to arbitrate disputes between users.

These Terms and any dispute between you and zayase shall be governed by the laws of the United States and the State of Florida, without regard to conflict-of-law principles.

Binding Arbitration: Any dispute or claim arising out of or relating to these Terms or your use of the Platform that cannot be resolved informally shall be resolved by final, binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, held in Polk County, Florida. The arbitrator's award may be entered in any court of competent jurisdiction. This arbitration agreement is intended to be broadly interpreted and applies to all claims whether based on statute, contract, tort, or otherwise.

Class Action and Jury Trial Waiver: You and zayase agree that each party may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, or representative action. The arbitrator may not consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding. YOU AND ZAYASE AGREE THAT EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY.

Force Majeure: zayase shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government actions, labor disputes, power outages, internet or telecommunications failures, or failures of third-party service providers.

Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision shall be severed and the remaining provisions shall remain in full force and effect.

Entire Agreement: These Terms, together with the Privacy Policy, Cookie Policy, Acceptable Use Policy, Refund Policy, and any other policies referenced herein, constitute the entire agreement between you and zayase regarding the Platform and supersede all prior agreements.

Assignment: You may not assign or transfer these Terms or your account without zayase's prior written consent. zayase may assign these Terms freely. Any attempted assignment in violation of this section is void.

Waiver: No failure or delay by zayase in exercising any right under these Terms shall constitute a waiver of that right.

Survival: Sections 5, 7, 12, 13, 14, and 16 survive termination of these Terms.

15. Intellectual Property and DMCA

All content, branding, software, and design on the Platform are owned by or licensed to zayase and are protected by U.S. and international intellectual property laws. You may not copy, modify, distribute, or create derivative works from the Platform without our written permission.

You retain ownership of the content you submit (such as project descriptions, proposals, and portfolio items) and grant zayase a worldwide, non-exclusive, royalty-free license to host, display, and use that content solely to operate the Platform and the engagements you create through it.

We respect intellectual property rights and respond to valid DMCA takedown notices. See our Copyright & DMCA Policy for how to report infringing content.

16. Indemnification and User Responsibility

You agree to indemnify, defend, and hold harmless zayase and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Platform; (b) your violation of these Terms or any applicable law; (c) your infringement of any third-party right, including intellectual property or privacy rights; (d) any content you submit or any work you perform through an engagement; (e) any misclassification of a worker as an independent contractor; (f) any failure to pay taxes owed on earnings; (g) any violation of U.S. federal, state, or local labor, employment, or anti-discrimination laws; or (h) any dispute between you and another user.

Clients specifically agree to indemnify zayase for any claim that a Professional should have been classified as an employee rather than an independent contractor, including claims for unpaid wages, overtime, benefits, or employment taxes arising from the Client's engagement of a Professional.

Professionals specifically agree to indemnify zayase for any claim arising from their work product, including claims of defective work, missed deadlines, breach of contract, or intellectual property infringement in delivered work.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you will cooperate with us in asserting any available defenses. You may not settle any matter without our prior written consent.

17. Regulated Professions and Licensed Services

Many services offered through the Platform — including legal services, accounting and tax preparation, financial or investment advice, insurance, human resources consulting, real estate brokerage, and certain healthcare-adjacent services — are regulated by federal, state, and local licensing authorities. zayase is a marketplace and does not itself provide, perform, or supervise any regulated professional service.

Each Professional who offers a regulated service represents and warrants that they hold all licenses, registrations, permits, and authorizations required by the jurisdiction in which they and their Client are located, and that they remain in good standing with the applicable licensing authority. Professionals must not offer or perform any service that requires a license they do not hold.

• •No Professional Relationship Created: Use of the Platform does not create an attorney-client, doctor-patient, accountant-client, or any other regulated professional relationship between you and zayase. Any such relationship arises solely between a Client and a Professional, and only where the Professional is properly licensed.
• •No License Verification: Except for identity verification (W-9) and, where applicable, background checks, zayase does not verify, validate, or endorse any Professional's professional license, certification, or credential. Users are responsible for confirming a Professional's licensing status directly with the issuing authority before engaging regulated services.
• •Unlicensed Practice Prohibited: A Professional who offers a regulated service without the required license is in breach of these Terms and solely responsible for any resulting liability, including claims of unauthorized practice of a regulated profession. zayase may remove such listings and suspend the account.
• •No Professional Advice from zayase: Content on the Platform is general information, not legal, tax, accounting, investment, medical, or other professional advice. Users should consult a qualified, licensed professional for advice specific to their circumstances.
• •Jurisdictional Limits: Professionals may not offer services in a jurisdiction where they are not licensed or where the service is prohibited. Clients are responsible for confirming that engaging a Professional for a regulated service complies with the laws of their jurisdiction.
• •Regulated Deliverables: Certain deliverables (for example, legal documents, tax filings, or financial plans) may have legal effect only when prepared or approved by a licensed professional. zayase is not liable for the legal sufficiency of any such deliverable.

18. Sales Tax and Digital Goods and Services

zayase processes transactions through Stripe Connect (for project payments) and Base44 Payments (for subscriptions, background checks, and proposal boosts). Where applicable law requires, zayase acts as a marketplace facilitator and is responsible for calculating, collecting, and remitting sales tax, digital goods and services tax (DGS tax), and similar transaction taxes on sales facilitated through the Platform.

Applicable taxes are determined based on the billing address and the location of the Client at the time of the transaction, in accordance with federal, state, and local tax laws, including state marketplace facilitator laws and digital goods and services tax statutes. Taxes are itemized at checkout and added to the total amount charged.

• •Marketplace Facilitator: In states where zayase is designated or qualifies as a marketplace facilitator, zayase collects and remits sales tax on behalf of Professionals for taxable transactions. Professionals are not required to separately collect or remit sales tax on those transactions.
• •Digital Goods and Services Tax: Digital deliverables — including downloadable files, AI-generated assets, software, and electronically delivered services — may be subject to state digital goods and services taxes. zayase applies such taxes where required by the Client's jurisdiction.
• •Professional Tax Responsibility: For transactions not subject to marketplace facilitator collection, or where zayase is not the facilitator under applicable law, the Professional remains solely responsible for determining, collecting, and remitting any applicable sales, use, or DGS taxes. Professionals should consult a tax advisor regarding their obligations.
• •Tax-Exclusive Display: Prices displayed on profiles and proposals may exclude applicable taxes until checkout, where required taxes are calculated and itemized separately.
• •Tax-Exempt Purchases: Clients claiming a tax exemption must provide a valid exemption or resale certificate before purchase. zayase may require verification and reserves the right to deny exemption claims that are incomplete or invalid.
• •No Tax Advice: zayase does not provide tax advice. Tax treatment depends on individual circumstances and jurisdiction. Users should consult a qualified tax professional for guidance.
• •Changes in Tax Law: Tax rates and rules change frequently. zayase updates its tax calculation logic as laws change and is not liable for retroactive adjustments required by changes in tax law.

19. Changes to These Terms

We may modify these Terms from time to time. We will notify registered users of material changes by email or through the Platform at least fourteen (14) days before they take effect.

Your continued use of the Platform after changes take effect constitutes acceptance of the updated Terms.

20. Contact

Questions about these Terms may be sent to legal@zayase.app or via the support center in your dashboard.