By accessing the OnChainMake website, completing the survey, creating an account, or using any part of the platform, you agree to be bound by these Terms and Conditions in full. If you do not agree, you must not use the website, complete the survey, or create an account. You must be at least 18 years old to use the platform.
| Term | Definition |
|---|---|
| Agreement | These Terms and Conditions, together with the Privacy and Data Policy at onchainmake.com/privacy, and where applicable any Founding Member Agreement. |
| Operator | During Phase 0 and 0.1: Lorenzo Benedetti Gassani (individual). From Phase 0.2 onwards: OnChainMake Inc., a Delaware C-Corporation. |
| User | Any individual or organisation that accesses the website, completes the survey, creates an account, or uses any OnChainMake service. |
| Maker | A User who is a manufacturer or production service provider listing capacity or fulfilling orders on the platform. |
| Buyer | A User who is a purchaser of manufacturing services placing orders through the platform. |
| Platform | The OnChainMake web application, smart contracts, APIs, and associated services at onchainmake.com. |
| Validation Phase | Phase 0 (survey) and Phase 0.1 (platform testing with no real financial transactions). No Annual Fee applies. |
| Commercial Phase | Phase 0.2 onwards, beginning on [COMMERCIAL PHASE START DATE TBC], when live escrow transactions, subscription fees, and commission charges apply. |
| Escrow | The smart contract mechanism by which a Buyer deposits funds held and released automatically upon verified milestone completion. |
| GMV | Gross Merchandise Value — the total value of orders settled through the OnChainMake escrow system. |
| Wallet | A third-party cryptocurrency wallet used by Users to interact with the escrow smart contracts. The Operator does not custody wallet credentials. |
| Wallet Provider | [ESCROW WALLET PROVIDER TBC] — the third-party provider whose wallet infrastructure is used for escrow interactions. |
| CST | Capacity Slot Token — an ERC-721 token representing a production capacity slot on the platform. |
| DPP-NFT | Digital Product Passport Non-Fungible Token — a token containing encrypted production and compliance metadata for a completed order. |
| Annual Fee | The annual subscription fee charged to Users in the Commercial Phase. |
| Commission | The percentage fee charged on GMV settled through escrow, currently 3%. |
| Founding Member | A User who participated in the Validation Phase and accepted Founding Member terms including a permanently locked Annual Fee rate. |
| Force Majeure | Any event outside the reasonable control of either party including acts of god, government action, regulatory change, blockchain network failure, or cyber attack. |
The platform operates in distinct phases with different commercial terms. Users are notified by email when a phase transition occurs. The Operator will provide at least 14 days written notice before any phase transition that introduces new fees or material changes to the service.
Validation Phase (Phase 0 and 0.1): No real financial transactions. No Annual Fee. No Commission on test transactions.
Commercial Phase (Phase 0.2 onwards): Begins on [COMMERCIAL PHASE START DATE]. Live escrow transactions, Annual Fee, and Commission apply.
By registering you confirm that all information provided is accurate and complete, you are registering on behalf of a legitimate business, and you are not subject to any sanctions or legal prohibition on using the platform.
You are responsible for maintaining the security of your account credentials and all activity under your account. You must use a strong password, enable two-factor authentication where available, and notify the Operator immediately at info@onchainmake.com if you suspect unauthorised access. The Operator is not liable for loss arising from your failure to maintain account security.
By connecting a wallet you acknowledge that wallet interactions are processed by the Wallet Provider and the Operator does not custody your credentials or private keys. Blockchain transactions are irreversible once confirmed. During the Validation Phase, wallet connections are for testing only and no real funds are processed.
You may not use the platform if you are located in or a resident of any country subject to US economic sanctions, listed on any US government sanctions list including the OFAC SDN list, under 18 years of age, or previously banned from the platform.
The survey is conducted solely for market research to validate the OnChainMake product concept. Survey responses are not used for advertising or resale to third parties. Participants who provide a valid email address will receive a copy of the anonymised industry results report within 30 days of the survey closing. Completing the survey creates no contractual obligation on either party and does not guarantee an invitation to the Founding Member Programme.
During Phase 0.1, the platform is provided as a pre-commercial testing environment. All orders, escrow flows, and transactions are simulated — no real funds are deposited, held, or transferred. The platform is provided on an as-is basis with no warranty as to uptime, data integrity, or feature completeness. No Annual Fee or Commission applies during Phase 0.1.
Founding Members accepted into the programme during Phase 0.1 agree to complete a minimum of 3 simulated orders within 90 days of account activation, provide honest feedback on the platform, introduce at least 2 counterparty contacts for testing, and participate in at least one structured feedback call.
The Buyer deposits the agreed order value in USDC into the smart contract escrow before the Maker begins production. The smart contract holds the funds pending milestone verification. Upon the Maker submitting evidence of milestone completion, the Buyer has 5 business days to approve the milestone or raise a formal dispute. If no dispute is raised within 5 business days, the milestone is deemed approved and funds are released to the Maker’s wallet — target settlement time is under 60 seconds from approval. If a dispute is raised, funds remain frozen pending resolution.
Important: Once a smart contract releases funds from escrow, the transaction is recorded on the Arbitrum blockchain and cannot be reversed. Users must verify all milestone submissions and approvals before confirming transactions.
As a Maker you agree to: list only production capacity you genuinely control and can fulfil; submit accurate and truthful milestone evidence (false evidence constitutes fraud and will result in immediate account suspension); maintain certifications and compliance records listed on your profile; notify Buyers promptly of any material change to your capacity or timeline; and comply with all applicable laws including US export controls and trade sanctions.
As a Buyer you agree to: deposit the full agreed order value into escrow before the Maker begins production; review and either approve or dispute milestone submissions within 5 business days of notification (failure to respond constitutes deemed approval and triggers automatic release); raise disputes only in good faith; and not circumvent the escrow system by making direct payments to Makers outside the platform.
CSTs represent production capacity slots issued as ERC-721 tokens on Arbitrum. The Operator may revoke a CST if the underlying capacity is unavailable or the Maker’s account is suspended. CSTs are transferable between registered platform Users only. CSTs are not financial instruments, investments, or securities — they are utility tokens representing a contractual right to production capacity.
DPP-NFTs are issued upon order completion where compliance verification features are enabled. Certain order metadata recorded on the Arbitrum blockchain cannot be deleted. The DPP-NFT is linked to the specific order and cannot be altered after issuance.
All Intellectual Property in the OnChainMake platform — including software, smart contracts, algorithms, APIs, trademarks, brand materials, and website content — is owned by or licensed to the Operator. Nothing in these Terms grants you ownership of or licence to Operator IP beyond the right to use the platform for its intended purpose.
The ComplyZK system, including the Edge Oracle hardware and zk-proof generation methodology, is the subject of a patent application filed by Lorenzo Benedetti Gassani. The Operator holds an exclusive, royalty-free licence to commercialise it. Nothing in these Terms grants Users any licence to the ComplyZK patent.
You retain ownership of all data, documents, certifications, and content you upload to the platform. By uploading content you grant the Operator a limited, non-exclusive licence to store, process, and display that content solely for the purpose of providing the platform services to you.
No Annual Fee or Commission applies during the Validation Phase.
From the Commercial Phase start date, Users pay an Annual Fee invoiced annually in advance. Founding Members pay the rate confirmed in their individual Founding Member Agreement, locked permanently. Standard Users pay the current rate published at onchainmake.com/pricing at the time of renewal.
A Commission of 3% of GMV is charged on all orders settled through escrow from the Commercial Phase start date, deducted automatically at the point of escrow release. Founding Members benefit from zero Commission on their first [ZERO-COMMISSION GMV THRESHOLD] in cumulative GMV as confirmed in their individual Founding Member Agreement.
The Operator may change standard rates for non-Founding Members with at least 30 days written notice. All fees are exclusive of applicable taxes. Annual Fee invoices unpaid after 30 days may result in account suspension with 7 days prior notice.
The Operator’s collection, use, and storage of your data is governed by the Privacy and Data Policy at onchainmake.com/privacy, incorporated into these Terms by reference. By using the platform you confirm you have read and understood that policy. Certain blockchain transaction data is immutable and cannot be deleted upon request.
A dispute may be raised by either party within 5 business days of a milestone submission by submitting a written dispute notice through the platform, stating the specific grounds for dispute, and providing supporting evidence. Disputes raised after the 5 business day window will not be accepted and the milestone will be treated as approved.
Upon receipt of a valid dispute, escrow funds are frozen. Both parties have 5 business days to submit additional evidence. The Operator reviews and issues a non-binding recommendation within 10 business days. If both parties accept it, escrow is released accordingly. If either party rejects it, the dispute proceeds to binding arbitration under Section 12. The Operator acts as a facilitator, not an arbitrator, and bears no liability for the outcome of disputes between Users.
You must not use the platform to: list production capacity you do not control; submit false milestone evidence to trigger escrow release (fraud); circumvent the escrow system by arranging direct off-platform payments; process transactions related to prohibited goods under US law including ITAR-controlled materials or OFAC-sanctioned counterparties; reverse-engineer or exploit vulnerabilities in the platform or smart contracts; upload false certifications or compliance documents; create multiple accounts or impersonate another User; use automated tools or bots without the Operator’s written permission; or disrupt the integrity of the platform or its blockchain infrastructure.
Breach of any prohibition may result in immediate account suspension, permanent ban, forfeiture of escrowed funds where fraud is established, and referral to relevant law enforcement authorities.
During the Validation Phase, the platform is provided as-is without warranty of any kind. During the Commercial Phase, the Operator will use commercially reasonable efforts to maintain 99% monthly uptime excluding scheduled maintenance and Force Majeure events. The Operator’s sole obligation for downtime exceeding 72 continuous hours is to use reasonable efforts to restore service and provide a pro-rated credit against the next Annual Fee invoice.
By using the platform you acknowledge risks inherent to blockchain-based systems including: smart contract vulnerabilities despite security audits; blockchain network congestion or downtime; changes in cryptocurrency regulatory treatment; and variable gas costs outside the Operator’s control.
To the maximum extent permitted by applicable law, the Operator’s total liability for any claim shall not exceed the greater of: (a) the total Annual Fee paid by you in the 12 months preceding the claim, or (b) $1,000 USD. The Operator is not liable for loss of profits, revenue, data, indirect loss, or consequential loss.
The platform’s compliance documentation tools are provided for informational and operational purposes only. The Operator does not warrant that use of the platform satisfies any specific regulatory requirement under FDA, FSMA, ISO, or any other framework. Users are solely responsible for their own regulatory compliance.
These Terms are governed by the laws of [GOVERNING STATE], United States, without regard to conflict of law principles.
Before initiating any formal dispute, both parties agree to attempt informal resolution by sending written notice to info@onchainmake.com. The Operator will respond within 10 business days. If unresolved within 30 days, either party may proceed to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted in English in [GOVERNING STATE] or by video conference. The arbitrator’s decision is final and binding.
You agree to resolve disputes with the Operator on an individual basis only and waive any right to bring claims as a class action or representative action. Nothing in this section prevents either party from seeking emergency injunctive relief to prevent irreparable harm while arbitration is pending.
You may terminate your account at any time by contacting info@onchainmake.com. If you have no open escrow positions, access ceases within 2 business days. If you have open escrow positions, your account is suspended pending resolution. Annual Fees paid in advance are non-refundable for the current subscription period except at the Operator’s discretion. On-chain transaction records cannot be deleted following termination.
The Operator may suspend or terminate your account immediately and without prior notice if you breach these Terms, if there are reasonable grounds to suspect fraud, money laundering, or sanctions evasion, or if continued operation poses a legal, regulatory, or security risk. For terminations not involving fraud or prohibited conduct, the Operator will provide 14 days written notice and an opportunity to respond.
If a Founding Member’s account is terminated for cause, all Founding Member benefits are forfeited. A Founding Member who voluntarily terminates may request reinstatement of benefits within 6 months at the Operator’s discretion.
For material changes, the Operator will notify all registered Users by email at least 14 days before the change takes effect and post the updated Terms at onchainmake.com/terms. If you do not agree to updated Terms, you may terminate your account before the change takes effect. Continued use after the effective date constitutes acceptance. Non-material changes such as typographical corrections may be made without prior notice.
These Terms, together with the Privacy and Data Policy and any Founding Member Agreement, constitute the entire agreement between you and the Operator and supersede all prior representations and agreements. If any provision is found unenforceable, it will be modified to the minimum extent necessary and the remaining provisions continue in full force. Failure by the Operator to enforce any provision on one occasion does not constitute a waiver of future enforcement. You may not assign your rights under these Terms without the Operator’s prior written consent. The Operator may assign its rights to a successor entity in connection with a merger or acquisition with 30 days prior notice. Neither party is liable for failure to perform due to a Force Majeure event. If a Force Majeure event continues for more than 60 days, either party may terminate the Agreement on 14 days written notice. These Terms are written in English and the English version prevails in the event of any conflict. For any questions contact [CONTACT EMAIL] — response within 5 business days.