Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) govern your access to and use of the SOHO protocol, API, smart contracts, software development kits, command-line tools, and related services (collectively, the “Protocol”) operated by Node Technology Services, Inc. (“SOHO,” “we,” “us,” or “our”).

By accessing or using the Protocol, you (“User,” “you,” or “your”) agree to be bound by these Terms. If you are using the Protocol on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. If you do not agree to these Terms, you must not use the Protocol.

We may update these Terms from time to time. If we make material changes, we will notify you by posting the updated Terms on our website or through the Protocol. Your continued use of the Protocol after such changes constitutes acceptance of the updated Terms.

2.1 Information You Provide

“Agent” means an autonomous or semi-autonomous software program that is registered with the Protocol and assigned a credit line, MPC wallet, and API credentials.

“Agent Operator” means the individual or entity that registers, controls, and is responsible for an Agent's actions on the Protocol.

“Credit Line” means the maximum amount of USDC that an Agent is authorized to spend through the Protocol before repayment is required.

“Lender” means any individual or entity that deposits USDC into the Vault in exchange for vault shares.

“Merchant” means any individual, entity, or smart contract registered with the Protocol to receive payments from Agents.

“MPC Wallet” means the multi-party computation wallet generated for each Agent, secured by a 2-of-2 threshold signature scheme where the Protocol holds one key shard and the Agent holds the other.

“Settlement Cycle” means the weekly billing period ending at 11:59 PM UTC each Sunday, at the end of which all outstanding credit drawn during that week becomes due and payable.

“Vault” means the SOHO liquidity vault smart contract where Lenders deposit USDC and from which Agent credit is funded.

“USDC” means the USD Coin stablecoin issued by Circle Internet Financial, LLC.

3. Eligibility

To use the Protocol, you must:

• Be at least 18 years of age or the age of majority in your jurisdiction
• Not be a resident of, or located in, any jurisdiction where the use of the Protocol would be prohibited by applicable law
• Not be listed on any sanctions list maintained by OFAC, the United Nations, the European Union, or any other applicable sanctions authority
• Not use the Protocol for any purpose that is illegal, fraudulent, or harmful
• Have the legal capacity and authority to enter into these Terms

SOHO reserves the right to refuse service to any person or entity for any reason at any time.

4. User Categories and Obligations

4.1 Agent Operators

Agent Operators are responsible for all activity conducted by their Agents. By registering an Agent, you agree to:

• Provide accurate registration information, including a valid owner wallet address
• Safeguard your API keys and MPC agent shard; you are solely responsible for their security
• Ensure your Agent operates within the assigned credit limit
• Repayment: Repay all outstanding credit by the end of each weekly Settlement Cycle (due by 11:59 PM UTC each Sunday for all charges incurred during that week)
• Comply with all applicable laws and regulations in connection with your Agent's transactions
• Not use Agents to circumvent sanctions, launder money, or facilitate any illegal activity
• Complete any Know Your Agent (KYA) verification requested by SOHO

You acknowledge that failure to repay credit within the specified period will result in your Agent being marked delinquent and blocked from further transactions. Persistent non-repayment may result in collection actions, credit reporting to onchain reputation systems, and legal proceedings.

4.2 Lenders

By depositing USDC into the Vault, Lenders agree to:

• Understand that deposits are used to fund Agent credit lines and are subject to utilization risk
• Acknowledge that the Vault maintains a minimum 20% liquidity reserve but that withdrawal processing may be delayed during periods of high utilization
• Accept that yield is variable and depends on Agent transaction volume and merchant fee rates
• Bear the risk of smart contract vulnerabilities, even after audit, and that deposited funds could be partially or fully lost
• Not deposit funds that they cannot afford to lose

4.3 Merchants

By registering as a Merchant, you agree to:

• Provide accurate business information and wallet address
• Accept payments from authorized Agents through the Protocol
• Pay the applicable merchant fee (default 1.5%, range 1–2%) on each transaction
• Maintain compliance with all applicable laws governing your business
• Not engage in price manipulation, wash trading, or artificial transaction inflation

5. Credit Terms

SOHO provides revolving credit lines to registered Agents. The following terms apply:

• Credit limits are set at SOHO's sole discretion and may be adjusted at any time based on Agent behavior, risk scoring, repayment history, and vault liquidity
• All credit is denominated and settled in USDC
• Settlement Cycle: Credit is settled on a weekly basis. Each Settlement Cycle ends at 11:59 PM UTC on Sunday. All charges incurred during the week (Monday 12:00 AM UTC through Sunday 11:59 PM UTC) are aggregated and become due at the close of that cycle.
• Repayment Deadline: The full outstanding balance for each Settlement Cycle must be repaid by 11:59 PM UTC on the Sunday that closes that cycle. SOHO will send a settlement notification no later than Saturday of the same week summarizing the amount due.
• Grace Period: Agents that have not repaid within 48 hours of the Settlement Cycle close (i.e., by Tuesday 11:59 PM UTC of the following week) will be marked delinquent.
• Delinquent Agents are immediately blocked from new transactions
• A late fee of 0.5% of the outstanding balance may be applied to delinquent accounts
• SOHO reserves the right to reduce or revoke credit lines at any time without prior notice
• Agent Operators are personally liable for all credit extended to their Agents

6. Payments and Fees

All payments processed through the Protocol are subject to the following:

• Merchant fees range from 1% to 2% per transaction (default 1.5%) and are deducted from the payment amount before delivery to the Merchant
• Gas fees for onchain settlement are borne by the Protocol and factored into the merchant fee structure
• All payments are final once confirmed onchain; the Protocol does not support chargebacks, reversals, or refunds
• Payments are subject to the Permission Engine checks: credit limit, sanctions screening, KYA verification, merchant validation, and risk scoring; any failed check will cause the payment to be rejected
• Idempotency keys are required for all payment requests to prevent duplicate transactions

7. MPC Wallet Security

Each Agent is assigned an MPC wallet secured by a 2-of-2 threshold signature scheme:

• The Protocol server holds one key shard, encrypted with AES-256-CBC
• The Agent receives the other key shard at registration; this shard is displayed once and is never stored by the Protocol
• Neither the Protocol nor the Agent can independently sign transactions or move funds
• Both shards must cooperate to authorize any transaction

8. Know Your Agent (KYA) and Compliance

SOHO implements a compliance framework including:

• Know Your Agent (KYA) verification, which may include confirming the Agent Operator's identity, the Agent's operational purpose, and behavioral pattern analysis
• Sanctions screening of all payment recipient addresses against OFAC and other applicable sanctions lists before each transaction
• Ongoing transaction monitoring for suspicious patterns, including unusually large payments, rapid-fire transactions, or payments to high-risk addresses
• Dynamic risk scoring (0–1000) based on transaction history, repayment behavior, and account characteristics

SOHO may suspend or terminate any Agent, Lender, or Merchant account that fails to meet compliance requirements, or where SOHO has reason to believe the account is involved in prohibited activity.

You agree to cooperate with any compliance requests, including providing additional identification or documentation. Failure to comply may result in account suspension or termination.

9. Prohibited Activities

You agree not to use the Protocol to:

• Violate any applicable law, regulation, or sanctions program
• Launder money, finance terrorism, or facilitate any illegal activity
• Circumvent credit limits, risk controls, or compliance checks
• Create multiple accounts to evade delinquency status or credit restrictions
• Engage in wash trading, market manipulation, or artificial volume inflation
• Transmit malware, exploit vulnerabilities, or attempt to compromise Protocol security
• Use bots, scripts, or automated tools to abuse the Protocol beyond normal Agent operation
• Interfere with the operation of the Protocol or other users' access
• Reverse engineer, decompile, or disassemble the Protocol's proprietary components
• Impersonate another person, entity, or Agent

10. Intellectual Property

The SOHO name, logo, and branding are trademarks of Node Technology Services, Inc. All rights reserved.

The Protocol's open-source components are licensed under their respective open-source licenses.

Proprietary components, including the compliance engine, risk scoring algorithms, and fleet management tools, are the exclusive property of SOHO and may not be copied, modified, or distributed without written permission.

Nothing in these Terms grants you any right, title, or interest in our intellectual property except as expressly provided.

11. Disclaimers

SOHO does not warrant that:

• The Protocol will be uninterrupted, error-free, or free of vulnerabilities
• Smart contracts will function as intended under all conditions
• USDC will maintain its peg to the US dollar
• The underlying blockchain networks (Base, Solana) will operate correctly
• Any particular level of yield will be achieved by Lenders
• Agent credit decisions will be accurate or appropriate

You acknowledge that blockchain transactions are irreversible, that smart contracts may contain undiscovered vulnerabilities, and that the Protocol operates in a rapidly evolving regulatory environment. You assume all risks associated with using the Protocol.

12. Limitation of Liability

This includes but is not limited to:

• Loss of funds due to smart contract vulnerabilities, exploits, or bugs
• Loss of funds due to compromised API keys or MPC shards
• Loss of funds due to blockchain network failures, congestion, or forks
• Loss of yield or failure to achieve projected returns
• Losses arising from Agent defaults or non-repayment
• Losses arising from USDC depegging or stablecoin issuer insolvency
• Business interruption, lost profits, or loss of data

13. Indemnification

You agree to indemnify, defend, and hold harmless SOHO and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

• Your use of the Protocol
• Your Agent's transactions and activities
• Your breach of these Terms
• Your violation of applicable laws or regulations
• Any claim by a third party arising from your use of the Protocol

14. Termination

Either party may terminate this agreement at any time:

• You may stop using the Protocol at any time by ceasing to make API calls and repaying all outstanding credit
• SOHO may suspend or terminate your access immediately if you breach these Terms, fail to repay credit, fail compliance requirements, or if required by law
• Upon termination, all outstanding credit becomes immediately due and payable
• Lenders may withdraw their deposits at any time, subject to vault liquidity availability

Sections 11 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 16 (Governing Law), and 17 (Dispute Resolution) survive termination.

15. Modifications to Protocol

SOHO reserves the right to modify, suspend, or discontinue the Protocol (or any part thereof) at any time with or without notice. This includes changes to fee structures, credit limits, supported chains, compliance requirements, and Protocol features.

SOHO shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Protocol.

16. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

17. Dispute Resolution

Any dispute arising out of or relating to these Terms or the Protocol shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware. The arbitrator's decision shall be final and binding.

Notwithstanding the above, SOHO may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of its intellectual property rights.

18. Miscellaneous

• Entire Agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between you and SOHO regarding the Protocol.
• Severability: If any provision of these Terms is found unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: SOHO's failure to enforce any provision shall not constitute a waiver of that provision.
• Assignment: You may not assign your rights under these Terms without SOHO's prior written consent. SOHO may assign its rights freely.
• Force Majeure: SOHO shall not be liable for delays or failures caused by events beyond its reasonable control, including blockchain network outages, natural disasters, or government actions.
• Notices: SOHO may provide notices through the Protocol interface, via email, or by posting on our website. Notices to SOHO should be sent to legal@sohopay.xyz.

By using the SOHO Protocol, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.