Effective Date: 05 January 2026

If a Client and a Runner (defined below) enter into a Fixed-Price Contract on the Citispace site, these Fixed Price Service Contract Escrow Instructions (“Escrow Instructions”) apply.

The version of these Escrow Instructions in effect on the date any contract is entered into apply to that contract. Please check the Site often for updates.

These Escrow Instructions hereby incorporate by reference the Terms of Service (“Terms of Service”). Capitalized terms not defined in these Escrow Instructions are defined in the User Agreement or elsewhere in the Terms of Service, or have the meanings given such terms on the Site.

For purposes of these Escrow Instructions, the term “Runner” means a User with a Runner and/or Agency account.

DIGITAL SIGNATURE AND COMMUNICATIONS

By clicking to fund Escrow (a “Funding Approval”) or to accept a Fixed-Price Contract, Client and Runner are deemed to have executed these Escrow Instructions electronically, effective on the date Runner clicks to accept the engagement. Doing so constitutes an acknowledgement that Client and Runner agree to conduct the transaction electronically, and are able to electronically receive, download, and print these Escrow Instructions. All references to the Escrow in these Escrow Instructions will include the initial Funding Approval and any additional Funding Approval for a Fixed-Price Contract.

Client and Runner agree that any written communications required herein may be provided electronically, including by email or support ticket, if applicable. Any communication sent to Citispace via U.S. mail or similar service will be deemed timely if received by Citispace by the applicable deadline.

ACCEPTANCE OF ESCROW INSTRUCTIONS

Once a Client and Runner have agreed to a Service Contract, and the Client and Runner have selected “Agree” on the send offer, accept offer, or pages relating to the Service Contract to accept the Terms of Service (including these Escrow Instructions), these Escrow Instructions constitute a binding agreement between Client, Runner, and Payment Escrow (collectively, the “Parties”). Client and Runner must execute (by digital signature or by a method mutually agreed upon by both parties), and Payment Escrow must agree to, any supplemental instruction or addition, deletion or alteration thereto in writing (collectively the “Supplemental Escrow Instruction”). Payment Escrow reserves the right to reject any Supplemental Escrow Instruction.

DEPOSIT OF FUNDS INTO ESCROW

By creating an errand to Runner or accepting a contract offer from Runner, Client agrees to deposit project funds for the amount of service fees, runner offer fees.

By assigning an errand to Runner or accepting a contract offer from Runner, Client agrees to deposit the cash expenses for errand if applicable.

RELEASE OF FUNDS TO RUNNER

Runner and Client authorize and instruct Payment Escrow to release errand funds to the Runner on every Tuesday by end of day on the occurrence of any of the following: Release Conditions, such authorization and instruction to be irrevocable except as expressly provided in these Escrow Instructions:

Client affirmatively Approved the job completion.

Client does not take any action for 14 calendar days from the date of Runner’s marking of the job as Complete and Client has not lodged any dispute.

Client has declined Arbitration or failed to make its Arbitration Payment (defined below) pursuant to the Dispute Assistance Program, and Runner has agreed to Arbitration and submitted its Arbitration Payment.

Client has failed timely to respond to a Notice of Dispute (defined below) or otherwise failed to comply with the Dispute Assistance Program, as required by the Escrow Disputes Team.

Issuance of an order by a court, arbitrator, or other judicial body of apparent competent jurisdiction in favor of Runner, in whole or in part, to the extent required by the order.

RELEASE OF FUNDS TO CLIENT

Runner and Client authorize and instruct Payment Escrow to release errand funds to the Client every Tuesday on the occurrence of any of the following Release Conditions, such authorization and instruction to be irrevocable except as expressly provided in these Escrow Instructions:

Runner cancels the Service Contract or accepts Client’s request to cancel the Service Contract, and errand funds are held in Escrow. Service fees are not refundable.

Client and Runner agree to close the Service Contract without release of funds to the Runner.

Runner has declined Arbitration or failed to make its Arbitration Payment pursuant to the Dispute Assistance Program.

Runner has failed to timely respond to a request for a refund submitted through the platform, Notice of Dispute, or otherwise failed to comply with the Dispute Assistance Program, as required by the Escrow Disputes Team.

Client shows that Runner has failed to render services in a professional and workmanlike manner in accordance with the professional experience represented by Runner to Client.

Client shows that Runner has taken more than 7 days to respond to Client communications relevant to the Work Product.

Runner failed to deliver Work Product to Client within the timeframe agreed upon with Client and did not provide a minimum of 24 hours' advance notice to Client in the event Runner was unable to meet the deadline.

Submittal of a final award of an arbitrator appointed pursuant to the Dispute Assistance Program in favour of Client or to the extent the award is in favor of Client.

Issuance of an order of a court, arbitrator, or other judicial body of apparent competent jurisdiction in favor of Client, in whole or in part, to the extent required by the order.

A condition to release funds to Client described elsewhere in these Escrow Instructions applies.

4.3 DORMANT ENGAGEMENTS

To be fair to Clients and Runners, Citispace has a procedure for errands that appear to be Dormant Engagements (as defined below).

Dormant Engagements are subject to the following rules:

Citispace will notify Client when the contract becomes dormant.

If the Client does not take any action within 7 calendar days after the Dormant Date and notification, Citispace will notify Runner that the contract is Dormant (“Runner Notice of Dormant Engagement”).

If Runner submits a Release request within 7 calendar days after the Runner Notice of Dormant Engagement and Client does not take any action for 14 calendar days from the date of the Release request, Runner and Client authorize and irrevocably instruct Payment Escrow to immediately release to Runner the amount related to the Milestone with the Release request.

If neither Runner nor Client take any action for 7 calendar days after the Runner Notice of Dormant Engagement, Runner and Client authorize and irrevocably instruct Payment Escrow to immediately release escrow funds to the Client Escrow Account.

REFUNDS AND CANCELLATIONS

Client and Runner are encouraged to come to a mutual agreement if refunds or cancellations are necessary. If there are no project funds in Escrow, Client and Runner have the ability to cancel the Service Contract by clicking to close the Service Contract. If project funds are held in Escrow, refunds and cancellations must be initiated by Client or Runner by following the steps in this Section.

VIOLATION OF CITISPACE TERMS OF SERVICE OR LAW

Runner and Client acknowledge and agree that if, in Payment Escrow’s sole discretion, Payment Escrow believes that fraud, illegal activity, or a violation of the Terms of Service has been committed or is being committed or attempted, then Client and Runner irrevocably authorize and instruct Payment Escrow to take such actions as deemed appropriate, in Payment Escrow’s sole discretion and in accordance with applicable law, in order to prevent or remedy such acts, including without limitation, to return the funds associated with such acts to their source of payment, as further described in Section 6.3 of the User Agreement. This Section 4.5 allows Payment Escrow—as permitted by law but otherwise in its sole discretion—to return funds to Client’s Payment Method, continue to hold funds in Escrow, release funds to the Runner Escrow Account, or to turn funds over to third parties such as law enforcement.

5. INSTRUCTIONS IRREVOCABLE

Client and Runner are deemed to and hereby agree that the instruction to Payment Escrow and its wholly owned subsidiaries to release funds is irrevocable, except as explicitly provided in these Escrow Instructions. Without limiting the foregoing, Client’s instruction to Payment Escrow and its wholly owned subsidiaries to release payment to Runner is irrevocable. Such instruction is Client’s authorization to transfer funds to the Runner Escrow Account from the Client Escrow Account or authorization to charge Client’s Payment Method. Such instruction is also Client’s representation that Client has received, inspected, and accepted the subject work or expense. Client acknowledges and agrees that upon receipt of Client’s instruction to release payment to the Runner Escrow Account, Payment Escrow will transfer funds to the Runner Escrow Account and that Citispace, Payment Escrow, and other Affiliates have no responsibility to and may not be able to recover such funds. Therefore, and in consideration of the services described in these Escrow Instructions and the Terms of Service, Client agrees that once Payment Escrow or its subsidiaries or Affiliates have charged Client’s Payment Method, the charge is non-refundable. Client and Runner further agree that the only manner in which an instruction to Payment Escrow is revocable is if Client and Runner have jointly submitted Supplemental Escrow Instructions in writing and signed by both Client and Runner to Payment Escrow at support@citispace.co.zw requesting that Payment Escrow take specific action with respect to the funds in its possession, and Payment Escrow has agreed to the Supplemental Escrow Instructions.

DISPUTE ASSISTANCE PROGRAM

If Client and Runner fail to come to a mutual resolution by way of the Refund and Cancellation process as stated in Section 4.4, Citispace provides the dispute assistance program administered by Citispace and described in this Section 6 (the “Dispute Assistance Program”) as a mechanism to resolve the dispute. If the funds in dispute are held in Escrow, the Dispute Assistance Program will proceed as described in Section 6.1. If the funds in dispute have been released, the Dispute Assistance Program will proceed as described in Section 6.2. The Dispute Assistance Program is not available for disputes filed or initiated past the Dispute Assistance deadlines, as set forth in Sections 6.1 and 6.2, as applicable. The Dispute Assistance Program is offered as a form of non-binding assistance to facilitate communication and potential resolution of disputes between clients and Runners. The Dispute Assistance Program as administered by Citispace in this Section 6 does not evaluate the quality or functionality of work and cannot render binding judgment or determination as to the parties’ respective rights to the disputed funds.

DISPUTE OF FUNDS IN ESCROW

This Section applies to disputes over funds that are held in Escrow as of the date the dispute is filed (“Escrow Dispute”). The scope of the Escrow Dispute may cover the entirety of the Fixed-Price Contract and all Milestones previously funded, approved, and released. In the event of an Escrow Dispute, funds in Escrow will remain in Escrow while the Dispute Assistance Program or Arbitration, as applicable, is being administered. The Dispute Assistance Program for an Escrow Dispute will be administered as set forth below:

Escrow Dispute Assistance Deadline: Escrow Disputes must be initiated before the funds in Escrow have been released in order to be eligible for the Dispute Assistance Program under this Section. Disputes over funds that have been released from Escrow may be eligible for the Dispute Assistance Program described in Section 6.2.

Initiating A Dispute: Clients have the option to release payments or request an Escrow refund. In turn, Runners and Agencies may initiate an Escrow Dispute when a Client fails to release a payment, releases a partial milestone payment, request an escrow refund, or ends the project with an escrow balance, despite any purported delivery of work.

Notice of Escrow Dispute: Once a dispute has been filed, Client will be notified of the Escrow Dispute on the platform ("Notice of Escrow Dispute"). The Notice of Escrow Dispute will request information and supporting documentation from Client.

Lack of Participation: Client must respond to the Notice of Escrow Dispute within 5 calendar days. If Client does not timely respond to the Notice of Escrow Dispute, Client and Runner agree that the lack of timely response acts as an irrevocable authorization and instruction to Payment Escrow to release the funds in Escrow from Client to Runner.

Non-Binding Assistance: After Client responds to the Notice of Escrow Dispute, the Escrow Disputes Team will review the documentation submitted and known information available on the Site that pertains to the dispute. The Escrow Disputes Team will facilitate communication between the parties and help assess whether mutual resolution is possible. The Escrow Disputes Team does not evaluate the quality or functionality of work and cannot render binding judgment or determination as to the parties’ respective rights to the disputed funds.

Resolution of Escrow Dispute: If the Escrow Disputes Team is able to facilitate a resolution between Client and Runner that both Client and Runner agree to in writing, Client and Runner agree that Payment Escrow is authorized and irrevocably instructed to immediately release Escrow funds in accordance with the agreed-upon resolution. This will result in a closure of the Escrow dispute ticket.

No Resolution: If no resolution of the Escrow dispute has been reached within 14 calendar days of the Notice of Escrow Dispute, or if the Escrow Disputes Team determines in its sole discretion that no resolution between the parties is possible through the Dispute Assistance Program, the Escrow Disputes Team will issue a “Notice of Non-Resolution” and the Escrow dispute will be referred to Arbitration, as set forth in Section 7 below.

DISPUTE OF FUNDS RELEASED

This Section applies to disputes filed by Clients or Runners over funds that have been released from Escrow as of the date the dispute is filed (“Dispute Mediation”). The scope of the Dispute Mediation may cover any portion of or the entirety of the Fixed Price Contract and any previously funded, approved, and released. The Dispute Assistance Program for Dispute Mediation will be administered as set forth below:

Dispute Mediation Deadline:

Dispute Mediation must be initiated within 30 calendar days of the date that funds in Escrow have been released to the Runner in order to be eligible for the Dispute Assistance Program under this Section 6.2. Any dispute over funds that have been released from Escrow more than 30 days prior to the date the dispute is filed is no longer eligible for submission to the Dispute Assistance Program.

Initiating Dispute Mediation

Requesting a Refund

Clients may initiate Dispute Mediation for disputes over funds that have been released from Escrow by requesting a refund on the platform. If the Runner rejects the request for a refund, grants a partial refund that is subsequently rejected by the Client, or takes no action, the dispute will be referred to the Dispute Assistance Program. More information on how to file a dispute on active or ended contracts can be found here.

Contacting Support

In addition to the above method, any User may contact Citispace Support for assistance initiating Dispute Mediation.

Notice of Dispute Mediation:

Once a dispute has been initiated, the Citispace Dispute Mediation team (“Dispute Mediation Team”) will notify Client and Runner of the Dispute Mediation in writing and request information and supporting documentation from the parties (“Notice of Dispute Mediation”). Client and Runner must respond to the Notice of Dispute Mediation within 5 calendar days.

Non-Binding Assistance

Once both Client and Runner respond to the Notice of Dispute Mediation, the Dispute Mediation Team will review the documentation submitted and any information available on the Site that pertains to the dispute. The Dispute Mediation Team will facilitate communication between the parties and help assess whether mutual resolution is possible. The Dispute Mediation Team does not evaluate the quality or functionality of work and cannot render binding judgment or determination as to the parties’ respective rights to the disputed funds.

Resolution of Dispute Mediation

If the Dispute Mediation Team is able to facilitate a resolution between Client and Runner, and if Client and Runner agree in writing to the resolution, the Dispute Mediation Team will send the applicable party instructions on transferring payment, if any, to an Escrow Account. By agreeing in writing to the resolution, Client and Runner agree that Payment Escrow is authorized and irrevocably instructed to immediately release Escrow funds in accordance with the agreed-upon resolution. This will result in the closure of the Dispute Mediation ticket.

No Resolution

If no resolution of the dispute has been reached within 14 calendar days of the Notice of Dispute Mediation, or if the Dispute Mediation Team determines in its sole discretion that no resolution between the parties is possible through the Dispute Assistance Program, the Dispute Mediation Team will issue a “Notice of Non-Resolution,” and the dispute will be referred to Arbitration, as set forth in Section 7 below.

ARBITRATION

After a “Notice of Non-Resolution” is issued from the Citispace Dispute Assistance Program, Runner and Client each has the right to demand Arbitration of a Fixed-Price Contract if the Fixed-Price Escrow associated with the Fixed-Price Contract has been funded at least once. The demand for Arbitration must be communicated to the Escrow Disputes Team or Dispute Mediation Team, as applicable, within 7 calendar days of the date of the Notice of Non-Resolution. In any Arbitration, each of you and the other User is a “Dispute Party,” and collectively you are the “Dispute Parties.”

Any Arbitration under this Section 7 will be conducted by a neutral third-party Arbitration service (the "Arbitration Service Provider") chosen by Citispace. Arbitration rules apply.