SohoPay Terms of Service

These Terms of Service ("Terms") are a legal agreement between Node Technology Services, Inc., operating as SohoPay ("SohoPay," "we," "us," or "our"), and you. If you use the Services on behalf of an organization, you represent that you are authorized to bind it, and "you" includes that organization.

You accept these Terms by checking the acceptance box and selecting the confirmation button during account creation, or by otherwise affirmatively indicating acceptance where we present these Terms. We record the version you accept. If you do not agree, do not use the Services.

"Services" means SohoPay websites, the account portal, authentication, Purchasing Power, AI agent delegation, A2A Payments, merchant payment services, received-value balances and withdrawals, APIs, developer tools, and Model Context Protocol (MCP) integrations, as made available from time to time. Availability depends on your account, location, verification status, and product.

Certain Services are also governed by the agreements listed in Section 30. If one of those agreements conflicts with these Terms, that agreement controls for its subject matter.

To use the Services as an individual, you must be at least 18 years old, or the age of majority where you live if higher, have legal capacity to enter into these Terms, and be located in a jurisdiction where SohoPay makes the relevant Services available. SohoPay currently intends to offer eligible services in supported U.S. jurisdictions only, subject to applicable laws, licensing, and service availability. Different features may be available in different states or locations. An organization must be lawfully organized and act through an authorized representative. We may require evidence of residence, business formation, and authority.

You may not use the Services if you are subject to sanctions, located in a sanctioned jurisdiction, or prohibited by law from using them. Creating an account does not guarantee access to Purchasing Power, any particular limit, or any other Service. We may decline or limit access for legitimate compliance, security, or risk reasons.

To register as an individual Account Holder, you provide your legal name, date of birth, and mobile telephone number. SohoPay uses a one-time code delivered by a communications provider to verify your control of that phone number. Phone verification is not verification of legal identity. SohoPay assigns an account identifier; you may claim an available @handle. Where enabled, you may configure a passkey or other supported authentication credential for sign-in.

Legal name and date of birth are minimum identity information collected during individual registration. That collection is distinct from additional Know Your Customer (KYC) verification. Depending on the law, product, risk, requested Purchasing Power, or transaction activity, we may require further identity evidence, residential address, government identification, verification results, or enhanced due diligence. Business Accounts may require Know Your Business (KYB) checks, ownership and control information, beneficial-owner verification, and proof of representative authority. Some basic account services may be available before additional verification, but registration alone does not establish eligibility for Purchasing Power or restricted features. You must provide accurate and current information.

SohoPay operates its own primary identity management and OAuth-based authorization systems. External vendors may deliver one-time codes or provide supporting identity or fraud-verification services, but do not operate SohoPay's primary account identity system. You must protect your devices, passkeys where enabled, phone number, and recovery methods, and promptly report suspected compromise.

Your account is personal to you or your organization. You may not impersonate anyone, misrepresent who owns an account, buy or sell @handles, or open additional accounts to avoid verification, limits, restrictions, amounts owed, or enforcement.

We may reject, reserve, suspend, reclaim, or require you to change an @handle to prevent abuse, resolve intellectual property complaints, protect the Services, or comply with law. When you change your @handle, your previous @handle is reserved for a period before anyone else can claim it.

You are responsible for activity carried out through your properly authenticated account and through Delegations you grant, subject to Section 13 and applicable law. Review recipients, permissions, and confirmation details before you authorize any payment.

Purchasing Power is available only after we offer it and you accept a Purchasing Power Agreement. Creating an account, or seeing an estimated limit or eligibility range, does not create Purchasing Power or any commitment to provide it. Your Purchasing Power Agreement sets out the limit, term, repayment schedule, costs and fees (if any), default consequences, and related terms.

The Purchasing Power Holder, not the Agent, is responsible for amounts validly incurred through its Purchasing Power. An Agent Operator is not responsible for another Account Holder's Purchasing Power obligations merely because it built or manages an Agent that the Account Holder used. Any guarantee must be agreed separately in writing.

Purchasing Power can be spent only on authorized payments. It cannot be withdrawn as cash or USDC and cannot be transferred to another account except through an authorized A2A Payment or merchant payment.

As permitted by your Purchasing Power Agreement and applicable law, we may approve, decline, reduce, suspend, or close Purchasing Power, require additional verification, or restrict new spending. Doing so does not cancel amounts you already owe. Where the law requires, we will send you a notice explaining our decision.

SohoPay operates its own Credit Profile Engine, which may collect and analyze lawful, relevant information from multiple sources, including account and minimum identity information, verification outcomes, authorized bank data and financial reports where available, public blockchain information, linked-wallet activity, SohoPay transactions and A2A payments, outstanding Purchasing Power, repayment history, and fraud or compliance signals. The Credit Profile Engine develops internal credit profiles, risk classifications, and eligibility assessments and supports decisions about Purchasing Power. Third-party data providers supply information as authorized; they do not themselves set SohoPay's internal credit score. Where any funding or creditor partner independently makes decisions, that partner's role will be disclosed in the relevant product agreement.

Automated systems may approve or decline requests, adjust limits, require additional verification, or flag transactions for review. A displayed score or indicative limit is not a binding offer of Purchasing Power. An approval does not guarantee that a transaction is suitable, profitable, or free of fraud. We provide explanations, adverse-action notices, opportunities for human review, and other safeguards when required by applicable law. No provision waives a non-waivable consumer credit right.

You may connect Agents and authorize them to use specified tools, merchants, transaction categories, and spending limits. A Delegation may include time limits, version controls, cryptographic proofs, application restrictions, or per-transaction approval. An Agent may act only within the authority you grant and SohoPay's controls allow. Connecting an MCP client or other application does not give it unrestricted access to your account, funds, or information.

If you control an Agent, you must keep it secure, prevent misuse, and monitor its permissions. You may narrow or revoke a Delegation at any time through your account controls. Revocation stops new authorizations but does not cancel transactions already accepted, submitted, or settled.

Third-party AI platforms and applications have their own terms and privacy practices. SohoPay is not responsible for instructions generated by an independent AI provider, except where the law or our own obligations provide otherwise. Developers must not imply that SohoPay endorses their applications without our written permission, circumvent rate limits, or collect user credentials.

External Wallets. You control the private key for an External Wallet. You prove control by signing a verification message. SohoPay never takes custody of, and cannot recover, an External Wallet key.

Account Addresses. Where the relevant product offers an Account Address, SohoPay provisions the address and operates its signing credentials using SohoPay-controlled key-management infrastructure. SohoPay will execute instructions only on the basis of applicable account authority, valid Delegations, or other actions permitted by law and the governing product agreement. The Services may use off-chain records and on-chain settlement to implement authorized payments. The specific holding and control arrangements for digital assets, if any, are addressed in the applicable product terms.

Agent keys. Depending on the integration, an Agent may use keys controlled by its Agent Operator or credentials SohoPay provisions. You are responsible for any keys you or your Agent Operator control.

Never share private keys, seed phrases, or secret tokens with AI prompts, unauthorized persons, or insecure applications. We may require you to reauthenticate, rotate keys, or renew approvals to protect your account.

When an eligible A2A Payment is credited to your account, SohoPay records the corresponding Received-Value Balance in its records. Subject to available features, applicable controls, pending settlement status, and the A2A Payment Rules, you may use an available balance for authorized payments or request a withdrawal of the corresponding USDC to a verified External Wallet. A ledger credit, a withdrawal instruction, and an on-chain settlement are distinct events. The interface or applicable product rules will identify whether a payment is pending, available, completed, or failed.

A Received-Value Balance is an account record of value you are eligible to use or request to withdraw under these Terms and applicable product rules. It is not itself Purchasing Power and does not represent an additional borrowing limit. The legal treatment of underlying USDC, asset segregation, beneficial ownership, and protection in an insolvency or service interruption is governed by applicable law and any required product-specific disclosures. We do not represent in these general Terms that a particular smart contract balance, custody model, or reserve ratio is guaranteed at all times.

SohoPay processes authorized payments to registered merchants. A payment may be declined or held because of insufficient Purchasing Power or balance, insufficient authorization, risk controls, sanctions concerns, merchant restrictions, technical failures, or service availability. A payment authorization or capture confirmation is not a guarantee that settlement will complete.

Merchants must provide accurate information, operate lawfully, and not create fake or manipulated transactions. Merchant fees, settlement timing, refunds, adjustments, and disputes are governed by the Merchant Agreement.

Transactions finalized on a Supported Network generally cannot be reversed technically. This does not remove any refund, adjustment, statutory remedy, or dispute right that otherwise applies. A merchant's obligations to its customers are governed by law and the merchant's own terms. We may delay settlement when reasonably necessary to investigate fraud or compliance concerns.

Where enabled, authorized Agents may send A2A Payments to, and receive them from, eligible Account Holders and their Agents using @handles. Before an A2A Payment is sent, SohoPay identifies the intended recipient for confirmation. You must review the recipient details and amount. A payment instruction is bound to the resolved recipient account rather than redirected by later changes to its @handle. A confirmation may mean an instruction has been accepted without meaning on-chain settlement is final.

A2A Payments may be funded by eligible Purchasing Power or an available Received-Value Balance, subject to authorization, eligibility, transaction limits, screening, merchant or recipient restrictions, and the A2A Payment Rules. SohoPay may record payment activity off-chain and submit settlement transactions on a Supported Network in batches. The A2A Payment Rules govern when value becomes available, cancellation or error correction where permitted, disputed transfers, settlement failures, and the treatment of pending transfers.

If you believe a transaction or balance is unauthorized, incorrect, duplicated, failed, or misdirected, contact support@sohopay.xyz promptly and provide relevant details. We encourage reporting within 60 days after an item appears in your account history, but this recommendation does not reduce or waive any longer reporting period, consumer protection, or remedy required by law. You may also use any dispute process specified in an applicable product agreement.

SohoPay will review reports reasonably promptly, acknowledge receipt through available channels, investigate as required by applicable law and product rules, and explain the result or any required next steps. Timing and temporary-credit rights, if applicable, depend on the payment method and legal requirements. If our investigation establishes that a transaction was executed without valid authorization or that an error was caused by SohoPay systems, including signing infrastructure we operate, we will provide a correction or other remedy required by applicable law or agreement. Responsibility is determined by the facts and applicable law, not assigned automatically to the Account Holder.

Your responsibility for losses arising from compromised credentials, mistaken instructions, or Agent activity is determined under the applicable product agreement and law, taking account of the scope and validity of any Delegation, the conduct of each party, and any applicable unauthorized-transaction protections. You must take reasonable steps to protect credentials and promptly notify us of suspected misuse.

Your repayment obligations, methods, due dates, and the consequences of missed payments are set out in your Purchasing Power Agreement. If you repay from an External Wallet, you must maintain the required authorization and sufficient funds. Repayment wallets are screened for sanctions before a payment is accepted. Bank-based repayment, if offered, requires separate authorization.

We may restrict new spending or Agent authorizations if your account is past due, in breach, at elevated risk, or under compliance review, as permitted by your Purchasing Power Agreement and the law. Closing your account or revoking an Agent does not cancel amounts you owe. We collect amounts owed only in accordance with applicable law.

We may conduct identity and business verification, sanctions screening, transaction monitoring, fraud review, wallet risk checks, and legally required recordkeeping, using our own systems and authorized providers. You must respond to reasonable requests for information needed to verify identity or authority, assess eligibility, or investigate potentially prohibited activity. We may decline, suspend, delay, or cancel transactions when needed for compliance or risk management.

You must not use the Services in violation of sanctions, anti-money laundering, counter-terrorist financing, export control, or other applicable laws. Passing a SohoPay screening does not mean that a person, business, address, or transaction is lawful in every jurisdiction.

You must not:

The Services rely on third parties, including AI platforms, identity and communications vendors, blockchain node providers, digital asset issuers, and blockchain networks. Their own terms may apply, and SohoPay does not control public blockchain consensus or other independent services.

Digital assets, including USDC, carry issuer, depegging, network, liquidity, technical, and regulatory risks. Network confirmations can be delayed or disrupted. Check the Supported Network and address before sending. Assets sent to an unsupported network or address may be lost permanently. Nothing in these Terms is financial, investment, tax, or legal advice.

SohoPay owns its name, brands, software, documentation, APIs, risk models, interfaces, and other materials. Subject to these Terms and any developer license, we grant you a limited, revocable, non-exclusive, non-transferable right to use the Services for permitted purposes. Open-source components are governed by their own licenses. You may not misuse SohoPay trademarks or imply our endorsement. We may use feedback you give us without payment or obligation.

We may update, add, limit, suspend, or discontinue features for security, compliance, technical, risk, or business reasons. Where required by law or contract, we will give advance notice of material changes. We do not guarantee uninterrupted service or continued support for any particular integration, network, or feature.

We may suspend your access for suspected fraud, sanctions concerns, compromised credentials, abuse, overdue amounts, or other legitimate reasons, subject to any notice the law requires. Suspension does not make disputed amounts immediately payable unless the law and your Purchasing Power Agreement allow it.

You may request account closure through available account controls or by contacting support, subject to pending transactions, financial obligations, valid restrictions, and legal recordkeeping requirements. Before closure, you should request withdrawal of available Received-Value Balances when withdrawals are offered. If a balance cannot immediately be paid out, SohoPay will preserve and administer any remaining entitlement in accordance with the applicable product agreement, identity and compliance requirements, and relevant unclaimed-property and other laws. Account closure does not automatically transfer a balance to SohoPay or extinguish an obligation owed to you. We may close or restrict accounts for material breach, security, compliance, or other lawful reasons.

After closure, account and Agent access ends, but pending settlements, transactions authorized before closure, amounts owed, refunds, investigations, and recordkeeping continue as required. Sections on amounts owed, record retention, intellectual property, disclaimers, limitation of liability, indemnification, and dispute resolution survive closure.

This section does not limit any right that cannot be excluded by law, or SohoPay's obligations regarding the signing infrastructure it operates and the Received-Value Balances it records.

These limits do not apply to: amounts validly owed under a Purchasing Power Agreement; an enforceable obligation regarding an available Received-Value Balance under the governing product terms; corrections or other remedies required under Section 13 or applicable law; fraud, gross negligence, willful misconduct; or any liability that cannot lawfully be limited. A product agreement may state different, legally permissible limits for its subject matter.

If you use the Services for a business, as a developer, or as a merchant, you will indemnify SohoPay and its personnel against third-party claims arising from your material breach of these Terms, your unlawful conduct, or content or integrations you supply, except to the extent caused by SohoPay's own misconduct. We will give you prompt notice of any claim and reasonable cooperation. If you use the Services as an individual for personal purposes, this section applies only to the extent the law allows.

These Terms are governed by the laws of the State of Delaware and applicable federal law, including the Federal Arbitration Act, without regard to conflict-of-law rules. This does not deprive you of any protection under the mandatory consumer protection laws of the state where you live.

Before starting arbitration or a court case, the party with a dispute must send a written notice describing the dispute and the relief requested. Notices to SohoPay go to legal@sohopay.xyz. Notices to you go to the contact details in your account. The parties will try in good faith to resolve the dispute for 30 days after the notice is received.

Before we deliver disclosures that the law requires to be in writing, we will ask for your consent under our E-SIGN Consent, which explains the hardware and software you need, how to get paper copies, and how to withdraw consent. Other notices, including security alerts, transaction confirmations, repayment reminders, and changes to these Terms, may be sent through your account, by email, or by text message. Keep your contact details current.

By providing a mobile number, you agree to receive one-time codes that you request and security or service communications permitted by law. Where consent is required for optional transaction alerts, repayment reminders, or other automated text messages, we will obtain that consent separately. Message frequency varies; message and data rates may apply. Where supported, reply STOP to discontinue optional text alerts or HELP for assistance. Promotional SMS consent is not a condition of purchasing or receiving any Service. Required notices may be sent by another legally permissible channel.

We may change these Terms by posting a new version with a new effective date. For material changes, we will notify you at least 30 days before they take effect, unless a shorter period is needed for legal or security reasons. If the law requires your consent to a change, the change will not apply to you until you consent. Changes do not alter the terms of an existing Purchasing Power obligation except as your Purchasing Power Agreement and the law allow. Changes to Section 25 do not apply to disputes already pending.

The SohoPay Privacy Policy explains how we collect, use, and share personal information, including account, verification, Agent, A2A Payment, and risk information. Accepting these Terms does not waive your privacy rights. Review the privacy practices of any third-party AI platform or application before you connect it.

These Terms, together with the agreements in Section 30 that apply to the Services you use, are the entire agreement between you and SohoPay on their subject matter and replace any earlier agreements on that subject. If any provision is unenforceable, it will be limited to the minimum extent necessary and the rest will remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of assets, with notice to you. Neither party is liable for delays caused by events beyond its reasonable control, except for payment obligations already due. Headings are for convenience only, and "including" means "including without limitation." If a right that cannot be waived by law conflicts with these Terms, that right controls.

Depending on the Services you use, the following also apply: