DRAFT - prepared 2026-07-06 without counsel review. Not in force. Do not publish or rely on this document until licensed counsel has reviewed it.

Terms of Service (DRAFT)

Product: Arbitrator AI (internal codename "People's Court"). Status: Alpha. Base Sepolia testnet only. No fees charged. No real funds. Version: DRAFT v0.1, prepared 2026-07-06.

COUNSEL - branding The public name "People's Court" implies adjudicative or governmental authority a private arbitration service does not have, and is a distinct FTC Section 5 deception vector (legal-risk-review #4). The recommendation on file is to keep "People's Court" as an internal codename only and use "arbitration service" or "private arbitral tribunal" in all party-facing copy, with a conspicuous "not a court; not affiliated with any government" line. This draft uses "Arbitrator AI" and "the Service" in the operative text and does not adopt "People's Court" as a public mark. Counsel to confirm the final public name before publication.

1. What these Terms are, and what they are not

These Terms of Service ("Terms") govern access to and use of the Arbitrator AI platform, website, application programming interfaces, and related tools (together, the "Service"), operated by [ENTITY - COUNSEL: entity domicile and legal name undecided per legal/jurisdiction.md; confirm before publication] ("we," "us," "our," or the "Operator").

These Terms are the platform wrapper. They are not the agreement by which any dispute is decided. Each dispute is decided under a separate, per-case Consent to Arbitrate signed by the disputing parties, which incorporates the Rules of Procedure and Evidence (the "Rules"). These Terms, the Consent to Arbitrate, and the Rules are three distinct instruments. Where a term of the Consent to Arbitrate or the Rules conflicts with these Terms as to how a specific dispute is conducted or decided, the Consent to Arbitrate and the Rules govern that dispute. These Terms govern your relationship with the Operator as a user of the platform.

By accessing or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

2. Definitions

Defined terms are used consistently throughout these Terms.

Service - the Arbitrator AI platform, website, APIs, and related tools operated by the Operator.
Operator - the entity identified in Section 1 that operates the Service. COUNSEL: entity undecided.
User or you - any person or autonomous agent that accesses or uses the Service, and any principal on whose behalf an agent acts.
Party - a User that is a claimant or respondent in a dispute administered through the Service.
Rules - the Arbitrator AI Rules of Procedure and Evidence, as versioned, incorporated into a dispute by the Consent to Arbitrate. See Section 5.
Consent to Arbitrate - the separate, per-case instrument by which the disputing parties agree to resolve a specific dispute through the Service and adopt a specific version of the Rules.
Tribunal - the AI adjudicator or adjudicators assigned to a dispute under the Rules (a single AI arbiter or a panel of AI agents). The Tribunal produces draft reasoned opinions; it is not the decision-maker of record. See Section 3.
Reviewer - the qualified human who reviews each draft opinion and, on signing, adopts, modifies, or rejects it. The Reviewer is the decision-maker of record for each award. See Section 3.
Award - the final reasoned decision of a dispute, as adopted and signed by the Reviewer.
Corpus - the funds, if any, that a dispute's award may allocate. In this Alpha, all corpus is testnet value on Base Sepolia. See Section 8.

3. Description of the Service

The Service administers a consent-based arbitral forum for disputes arising out of a specific engagement between the disputing parties, typically an on-chain escrowed payment.

The human Reviewer is the decision-maker of record. For every dispute, one or more AI systems (the "Tribunal") review the record the parties submit and prepare a draft reasoned opinion. A qualified human Reviewer then reviews that draft and, in a single act, adopts, modifies, or rejects it. The Award becomes final only when the Reviewer signs it. On signing, the Reviewer adopts the reasoning of the signed Award as the Reviewer's own decision. The AI systems assist the Reviewer; they do not render the final decision.

COUNSEL - decision-maker framing; highest priority This framing is load-bearing and is deliberately stronger than Rule 2.5 of the current Rules (v0.4), which describes the Reviewer's role as "supervisory" and as not substituting the Reviewer's merits judgment except on escalation. Per legal-risk-review #1 (ARIHQ v. Sante Quebec, 2026 QCCS 1360, annulling an award for improper delegation to AI) and #8 (arbitral immunity assumes a human decision-maker), and regulatory-issue-spotting #2 (AAA-ICDR keeps a human who reviews, revises, and issues every award as the industry-standard control), the human Reviewer must be positioned, documented, and must actually operate as the decision-maker who adopts the reasoning as their own. Do not describe the AI as "the arbitrator" in any party-facing document. This creates a conflict with Rule 2.5 as currently drafted: these Terms follow the legal docs and position the Reviewer as decision-maker of record. Rule 2.5 must be redrafted to match before either document goes into force. Flagged for the caller.

The Service in this Alpha is documents-only: disputes are decided on written submissions and admitted exhibits. There is no live or oral hearing, no live witness testimony, and no cross-examination. There is no merits appeal within the Service, subject to the correction and escalation mechanisms in the Rules.

The Service does not provide legal representation to any Party and does not advocate for any side. See Section 7.

4. Eligibility and wallet authentication

The Service in this Alpha is offered on a business-to-business and agent-to-agent basis only. Eligible Users are operators, merchants, payer agents, autonomous agents acting for themselves, and the principals on whose behalf such agents act. The Service is not marketed to, or intended for, individual consumers, and is not offered for consumer disputes.

COUNSEL - consumer posture Per regulatory-issue-spotting #3 and legal-risk-review #5, pre-dispute binding of a consumer to an AI tribunal carries unconscionability and deceptive-design exposure. This Alpha excludes consumers. If consumers are ever admitted, post-dispute consent, consumer-appropriate disclosures, and a separate review are required. Confirm eligibility gating with counsel before any change.

You must be able to form a binding agreement to use the Service. Where you act on behalf of an entity or a principal, you represent that you have authority to bind that entity or principal.

Wallet authentication. Access to certain functions requires authentication by a blockchain wallet. You authenticate by signing a message or transaction with the private key controlling your wallet address. You are responsible for the security of your wallet and keys. Control of the signing wallet is treated as your action and your authority for the purpose of platform access.

COUNSEL - identity and capacity Wallet control as a proxy for identity, capacity, and authority is unresolved (consent-agreement-skeleton Section 7; legal-risk-review #5). This is an eligibility and access provision only, not a determination that wallet-signature-as-consent satisfies contract-formation or capacity law. The Consent to Arbitrate handles per-case consent capture.

Sanctions and jurisdiction. You may not use the Service if you are located in, ordinarily resident in, or organized under the laws of a jurisdiction subject to comprehensive sanctions, or if you are a person with whom dealings are prohibited under applicable sanctions laws (including any person on the U.S. Treasury OFAC Specially Designated Nationals list). See Section 7.

A dispute is administered through the Service only when the disputing parties have executed a Consent to Arbitrate for that dispute.

The Consent to Arbitrate is the source of authority for deciding a dispute. These Terms do not, by themselves, commit any User to arbitrate anything. Using the platform (browsing, authenticating, configuring) is governed by these Terms; agreeing to have a specific dispute decided is governed by the Consent to Arbitrate.

Incorporation of the Rules by reference, version-bound. The Consent to Arbitrate incorporates a specific, identified version of the Rules. A dispute is governed by the version of the Rules in force at the moment its Consent to Arbitrate was executed (or the version the parties expressly adopt for an existing engagement). Later amendments to the Rules do not apply retroactively to a dispute already consented to. The governing Rule version is recorded on the dispute and on the Award.

The current Rules are version 0.4 (DRAFT). The Rules are a separate document and are incorporated here by reference for descriptive purposes only; nothing in these Terms adopts the Rules as binding on any User absent a Consent to Arbitrate.

COUNSEL - version-binding enforcement Rule 1.3 (version-binding) is marked "not yet enforced" in the current Rules. Confirm that the platform actually snapshots and binds each case to a Rule version before any binding use.

6. Alpha and testnet disclaimers

The Service is offered as an Alpha on the Base Sepolia testnet only.

No real funds. All value handled in connection with the Service in this Alpha is testnet value with no monetary worth. No real money and no mainnet assets are in scope.
No fees. The Service is provided free of charge in this Alpha. See Section 10.
The Service may change or stop. Features, Rules, interfaces, and behavior may change, be suspended, or be removed at any time, with or without notice.
Records may be reset. Testnet data, including cases, filings, exhibits, and other records, may be reset, deleted, or lost at any time. Do not rely on the Service to retain any record.

COUNSEL / CONFIG - retention The current Rules and privacy draft do not fix a retention schedule; regulatory-issue-spotting #10 and open question 9 flag that the retention numbers are undecided. These Terms therefore promise no retention in the Alpha and warn that records may be reset. Do not add a retention promise here until the retention schedule is set and reconciled with the Privacy Policy.

The Service is provided "as is" and "as available," without warranties of any kind, to the fullest extent permitted by law. See Section 11.

7. No custody of funds; no legal advice; prohibited uses

7.1 No custody of funds

The Operator does not accept, hold, pool, or take independent control of any User's funds. Where an escrow is used, it is the parties' own smart-contract escrow. The Award is a signed determination that the parties' escrow contract may consume; the Operator does not itself move, send, or transfer funds. Any release of escrowed value occurs through the parties' own contract, per the parties' own agreement.

COUNSEL - money transmission / control Per regulatory-issue-spotting Sections 1-2 and legal-risk-review holes #1, the non-custody position is the single load-bearing design constraint, and the "key-holding / who can trigger release" question is unresolved and not a safe harbor. This language must be reconciled with the actual on-chain architecture (spectrum point (a) or (b)) before any mainnet or fee-bearing use. Confirm with a money-transmission specialist. Note the drafting discipline from regulatory-issue-spotting Section F: the contract releases per the parties' agreement; the Operator does not "release," "send," or "transfer" funds.

7.2 No legal advice; no attorney-client relationship

The Operator is not a law firm and does not provide legal advice or legal representation. Nothing on the Service is legal advice, and no attorney-client relationship is formed by using the Service. Administering a neutral arbitral process at the parties' joint request is not the practice of law. The Operator does not help any Party frame its claims, choose its arguments, or understand its legal rights. If you need legal advice, consult a licensed attorney.

COUNSEL - UPL Per regulatory-issue-spotting Section 5 and Rule 11.6, neutral adjudication is generally not the practice of law, but one-sided assistance or anything resembling advice to a party is where UPL bites. Confirm the UPL posture and any state-specific chatbot-liability exposure.

7.3 Prohibited uses

You may not use the Service to:

Stake on, fund, or profit from an outcome as a third party. Only the two actual disputing parties may ever have a financial stake in a dispute. No outside person may wager on, fund, bond, tokenize, or otherwise take a financial position on who wins. This is a firm line and is not waivable.

COUNSEL - scope guardrail Per scope-guardrail.md and regulatory-issue-spotting Section 9, any third-party outcome stake would flip the mechanism into a CFTC-regulated event contract. This prohibition is load-bearing.

Submit a dispute that is itself a wager. The Service decides disputes arising from a genuine underlying engagement (goods, services, or a payment obligation) that pre-dates the dispute. You may not submit sports outcomes, price bets, prediction-market claims, naked event-outcome escrows, or disputes over gambling debts.
Fabricate, forge, or tamper with evidence, or submit evidence you know to be false or misleading.
Attempt to instruct, re-role, or manipulate the Tribunal or the Service through text embedded in a submission or exhibit (prompt injection), or otherwise interfere with the integrity of the process.
Violate sanctions or export-control laws, or use the Service while subject to comprehensive sanctions or while listed on the OFAC SDN list, or on behalf of any such person or a sanctioned principal.
File on behalf of, or as, a party you are not authorized to represent, or open or act on a case you are not a party to.
Misuse the platform through unauthorized access, scraping beyond permitted use, rate-limit probing, or interference with other Users.

We may screen wallets and refuse, suspend, or terminate access to enforce this Section. See Section 14.

8. No custody; testnet corpus

In this Alpha, any Corpus a dispute allocates is testnet value on Base Sepolia and has no monetary worth. The Operator does not custody the Corpus at any point. Where a dispute involves an escrow, the escrow is the parties' own contract, and any allocation occurs through that contract per the parties' agreement (Section 7.1).

9. Intellectual property

The Service, including its software, interfaces, text, Rules, and other materials, is owned by the Operator or its licensors and is protected by intellectual property laws. Subject to these Terms, you are granted a limited, non-exclusive, non-transferable, revocable license to use the Service for its intended purpose during the Alpha.

You retain ownership of the filings, exhibits, and other content you submit ("Your Content"). You grant the Operator a license to host, process, transmit, and use Your Content as needed to operate the Service, administer disputes, produce and publish Awards (subject to the redaction and pseudonymity rules described in the Privacy Policy), and maintain records. You represent that you have the rights necessary to submit Your Content and to grant this license.

COUNSEL - IP license scope and publication The publication license must be reconciled with Rule 9.3 (publication of decisions) and the Privacy Policy's redaction and party-pseudonymity terms, and with the confidentiality expectations of the parties. Confirm scope.

10. Fees

The Service is provided free of charge in this Alpha. There are no fees today.

The Operator reserves the right to introduce fees in the future. Any fees will be disclosed in advance, and fees will not apply to any dispute already commenced under a fee-free Consent to Arbitrate without the parties' agreement.

COUNSEL - fees Per Rule 10.1 and regulatory-issue-spotting Sections 1 and 7, any future fee must be structured to avoid the money-transmission and repeat-player concerns: fees as separate party-to-Operator flows, not discretionary carve-outs from the escrowed corpus, and disclosed at bonding time. The repeat-player conflict (an operator that names the tribunal and pays its fees; legal-risk-review #6) must be addressed before fees launch. No fee mechanism is adopted here.

11. Limitation of liability; neutral release; arbitral immunity by contract

COUNSEL - liability caps and release; all values below are placeholders Per regulatory-issue-spotting Section 10 and legal-risk-review #8, the liability cap, the neutral-release clause, and any contractual arbitral immunity are among the most important drafting questions after consent, are unresolved, and must be tested against a clawback suit. Arbitral immunity is a doctrine for human arbitrators; whether it extends to an AI-assisted provider is untested, and contractual immunity is what the Operator can actually rely on. The human Reviewer as decision-maker of record (Section 3) is part of the immunity anchor. Every number and every scope below is a placeholder for counsel.

To the fullest extent permitted by law:

No warranties. The Service is provided "as is" and "as available." The Operator disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, and does not warrant that any decision is correct, that the Service is error-free, or that records will be retained.
Cap on liability. The Operator's total liability arising out of or relating to the Service is limited to [PLACEHOLDER - counsel to set; note the Service is free in Alpha, so a nominal or fees-based cap (fees being zero) is the starting point].
No indirect damages. The Operator is not liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost data, or the results of any Award.
Neutral release. To the fullest extent permitted by law, each User releases the Operator, the Reviewer, and the AI systems from claims arising out of the good-faith administration or decision of a dispute, except for claims that applicable law makes non-waivable and except for gross misconduct or acts outside the arbitral function. COUNSEL - scope of the carve-outs and enforceability against a clawback suit.

Nothing in this Section limits liability that cannot be limited under applicable law.

12. Indemnification

To the fullest extent permitted by law, you will indemnify and hold harmless the Operator, its personnel, and the Reviewer from and against any third-party claims, losses, and expenses (including reasonable legal fees) arising out of: your use of the Service; Your Content; your breach of these Terms; your violation of law, including sanctions law; or your submission of a dispute or evidence in bad faith.

COUNSEL - indemnification scope Confirm scope, carve-outs, and interaction with the neutral release in Section 11.

13. Disputes with the Operator (distinct from disputes we administer)

This Section governs disputes between you and the Operator about the Service or these Terms. It is separate from, and does not use, the arbitral process the Operator administers between disputing parties under the Consent to Arbitrate. A dispute with the Operator is not decided by the Tribunal or the Reviewer.

COUNSEL - forum and seat for Operator disputes undecided The governing law, forum, seat, and dispute-resolution mechanism for disputes with the Operator are undecided per legal/jurisdiction.md (see also regulatory-issue-spotting open questions 4 and 7, and the entity-domicile decision). Do not select court litigation, arbitration, class-action waiver, or venue here until counsel decides. This placeholder is intentionally left open.

Governing law and forum for disputes with the Operator: COUNSEL: undecided - jurisdiction.md].

14. Modification; suspension; termination

Modification of these Terms. The Operator may modify these Terms. Material changes will be communicated through the Service or by reasonable means. Continued use after a change takes effect is acceptance of the changed Terms. A change to these Terms does not change the Rule version governing a dispute already consented to (Section 5).

Suspension and termination. The Operator may suspend or terminate your access to the Service at any time, including for a breach of these Terms, a sanctions or integrity concern, or the end of the Alpha. You may stop using the Service at any time. Sections that by their nature should survive termination (including Sections 2, 7, 9, 11, 12, 13, and 15) survive.

The end of the Alpha, or termination of your access, does not by itself unwind an Award already issued in a dispute you were a party to; the finality of an Award is governed by the Consent to Arbitrate and the Rules.

15. General

Entire agreement. These Terms, together with the Privacy Policy and any Consent to Arbitrate and Rules applicable to a dispute, are the entire agreement between you and the Operator regarding the Service.
Severability. If any provision is held invalid or unenforceable, the rest remains in force.
No waiver. A failure to enforce a provision is not a waiver of it.
Assignment. You may not assign these Terms without the Operator's consent. The Operator may assign them in connection with a reorganization or transfer of the Service.
Operator entity and contact. The Operator is [ENTITY - COUNSEL: entity domicile and legal name undecided per legal/jurisdiction.md]. Contact: [CONTACT PLACEHOLDER].

Counsel punch-list (Terms of Service)

The highest-priority items a lawyer must resolve in this document:

Decision-maker-of-record framing vs. Rule 2.5 (Section 3). These Terms position the human Reviewer as the decision-maker who adopts the reasoning as their own, per legal-risk-review #1 (ARIHQ) and #8 and regulatory-issue-spotting #2. This conflicts with the current Rules v0.4 Rule 2.5 ("supervisory, not merits"). Redraft Rule 2.5 to match, or reconcile, before either document goes into force.
No-custody / money-transmission language (Sections 7.1, 8). Reconcile with the actual on-chain architecture and the unresolved key-holding question (regulatory-issue-spotting Sections 1-2; legal-risk-review hole #1). Not a safe harbor; needs a money-transmission specialist before any fee-bearing or mainnet use.
Liability cap, neutral release, contractual arbitral immunity (Section 11). All values and scope are placeholders. Test against a clawback suit; set carve-outs (regulatory-issue-spotting Section 10; legal-risk-review #8).
Forum/seat for disputes with the Operator (Section 13) and entity domicile (Sections 1, 15). Undecided per jurisdiction.md. Do not select venue or entity until counsel decides.
Branding (banner and Section 1). "People's Court" implies government/judicial authority (legal-risk-review #4). Confirm the public name and the "not a court; not affiliated with any government" disclosure before publication.
Prohibited-use scope guardrail and wager intake (Section 7.3). Confirm the third-party-stake prohibition and the bona-fide-transaction intake test hold the CFTC event-contract line (scope-guardrail.md; regulatory-issue-spotting Section 9).
Consumer exclusion and future admission (Section 4). Confirm the B2B/agent-only gating and the post-dispute-consent requirement before any consumer is ever admitted (regulatory-issue-spotting #3; legal-risk-review #5).
Version-binding actually enforced (Section 5). Rule 1.3 is "not yet enforced." Confirm the platform snapshots and binds each case to a Rule version before binding use.

End of draft. Reminder: DRAFT - prepared 2026-07-06 without counsel review. Not in force. Do not publish or rely on this document until licensed counsel has reviewed it.