SOES Terms of Service

Last updated: May 5, 2026

These Terms of Service govern your access to and use of the SOES website, APIs, trading systems, market data, settlement tools, and related services. By accessing or using SOES, you agree to these Terms. If you do not agree, do not use SOES.

These Terms are a short website version. Your use of SOES may also be subject to our Trading Rules, Fee Schedule, Privacy Policy, API documentation, market data terms, onboarding documents, and any written agreement between you and SOES.

1. Institutional Use Only

SOES is designed for institutional and commercial participants, including market makers, brokers, liquidity providers, trading platforms, and similar professional users.

You may use SOES only if you are authorized to enter into these Terms, have completed our onboarding and compliance review, and are located in a jurisdiction where SOES is permitted to offer services. SOES is not available to New York users unless and until SOES expressly permits New York access.

We may accept, reject, restrict, suspend, or terminate any account at any time to comply with law, manage risk, protect the market, or enforce these Terms.

2. Compliance and Onboarding

You must provide accurate and current information during onboarding and throughout your use of SOES. This may include KYB, KYC, sanctions screening, beneficial ownership information, tax information, source-of-funds information, and other documents we reasonably request.

You agree not to use SOES for unlawful activity, sanctions evasion, money laundering, terrorist financing, fraud, market manipulation, wash trading, spoofing, layering, abusive messaging, unauthorized access, or any other activity that harms SOES, its participants, or market integrity.

3. SOES Services

SOES operates an institutional Bitcoin exchange. SOES provides a SAT/USD and BTC/USD trading venue and related clearing and settlement services. SOES may provide order entry, market data, FIX/API access, drop copy, risk controls, managed node services, settlement scheduling, reporting, and cryptographic execution receipts.

SOES may add, remove, suspend, or modify any product, market, asset, settlement rail, feature, API, or service at any time.

4. Trading Rules and Order Handling

All orders are subject to SOES Trading Rules and risk controls. Orders may be accepted, rejected, canceled, throttled, or paused based on account status, market conditions, risk limits, settlement capacity, system capacity, legal requirements, or other controls.

SOES may use deterministic sequencing, price-time priority, pre-trade checks, capacity limits, circuit breakers, reduce-only states, cancel-only states, and participant-specific throttles. An order cancellation request is not guaranteed to prevent execution if the order has already been matched or processed.

Trade confirmations, drop copies, receipts, and reports are provided for operational convenience. The official SOES records and event logs control unless SOES determines there has been an error.

5. Continuous Net Settlement

SOES is designed to separate trade execution from settlement. Trades may execute immediately, while settlement may occur through continuous net settlement windows rather than per-fill settlement.

The bitcoin leg may settle in SATs or BTC through Lightning channels. The USD leg may settle through supported USD stablecoin rails, including Taproot Assets where available, or through other rails specified by SOES. Settlement rails may be delayed, unavailable, impaired, or changed.

You are responsible for maintaining sufficient balances, channel capacity, approved wallets, node connectivity, signing policies, and settlement instructions. If settlement fails or exposure exceeds limits, SOES may retry settlement, use alternate procedures, reduce your trading capacity, place you in reduce-only or cancel-only mode, pause your account, cancel open orders, or take other risk-reducing actions.

SOES does not guarantee that any Lightning, Taproot Assets, stablecoin, blockchain, wallet, node, or third-party service will be available, error-free, liquid, or final at any particular time.

6. Managed Nodes and Key Control

SOES may offer managed node services to help participants connect to Lightning and supported settlement rails. The specific custody, key-control, remote-signing, operational, and security model will be set out in your onboarding documents or separate written agreement.

Unless expressly agreed in writing, you are responsible for your private keys, signing policies, credentials, API keys, wallet addresses, node permissions, and authorized users.

7. Verifiable Exchange Receipts

SOES may provide cryptographic receipts, Merkle proofs, event logs, or Bitcoin-anchored commitments to support auditability and tamper-evidence.

These receipts are intended to help verify inclusion of events in SOES records. They do not eliminate trading risk, settlement risk, operational risk, legal risk, or the need to review your confirmations and account records.

8. Fees and Taxes

You agree to pay all applicable fees in the SOES Fee Schedule or any written agreement with SOES. Fees may include trading fees, clearing or settlement fees, managed node fees, market data fees, connectivity fees, and other service fees.

You are responsible for all taxes, duties, reporting, withholding, and third-party fees arising from your use of SOES.

9. Market Data, APIs, and Intellectual Property

SOES owns or licenses its website, software, APIs, market data, documentation, trademarks, and related materials. You may use them only as permitted by SOES.

You may not redistribute, resell, scrape, reverse engineer, overload, interfere with, or misuse SOES systems, APIs, or market data without written permission. SOES may monitor API usage, apply rate limits, revoke credentials, or suspend access.

10. Risks

Trading bitcoin and digital assets involves substantial risk. Prices may move rapidly. Liquidity may be limited. Orders may execute at unfavorable prices. Settlement may fail or be delayed. Stablecoins may lose value, become unavailable, or be subject to issuer, legal, redemption, or operational risks.

Lightning, Taproot Assets, Bitcoin, wallets, nodes, cryptographic systems, and other networks may experience congestion, bugs, forks, downtime, routing failures, liquidity shortages, cyberattacks, or other failures.

SOES is not a bank. Unless expressly stated in writing, balances and assets are not deposits and are not insured by the FDIC, SIPC, or any similar program. SOES does not provide investment, legal, tax, accounting, or trading advice.

11. Security

You are responsible for securing your systems, credentials, API keys, users, devices, wallets, nodes, and signing policies. You must promptly notify SOES of any suspected breach, unauthorized access, compromised key, operational failure, or mistaken settlement instruction.

SOES may require additional authentication, IP allowlisting, hardware security controls, or other safeguards.

12. Privacy

SOES may collect, use, and share information as described in its Privacy Policy and as needed to operate SOES, comply with law, manage risk, prevent fraud, and provide services.

13. Availability and Changes

SOES may be unavailable during maintenance, outages, market events, network failures, cyber incidents, or other conditions. SOES may update these Terms by posting a revised version or giving notice through another reasonable method. Continued use of SOES after an update means you accept the updated Terms.

14. Suspension and Termination

SOES may suspend or terminate access, cancel open orders, restrict settlement, freeze features, or close accounts if required by law, requested by regulators or law enforcement, needed to protect SOES or market integrity, or if SOES believes you violated these Terms or created unacceptable risk.

Sections intended to survive termination, including fees, taxes, intellectual property, risk disclosures, disclaimers, liability limits, indemnity, and dispute provisions, will survive.

15. Disclaimers and Liability Limits

SOES services are provided “as is” and “as available.” To the maximum extent permitted by law, SOES disclaims all warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, uptime, accuracy, liquidity, settlement finality, and error-free operation.

To the maximum extent permitted by law, SOES will not be liable for lost profits, lost revenue, lost data, lost business, trading losses, settlement failures, indirect damages, consequential damages, special damages, punitive damages, or losses caused by third-party networks, stablecoin issuers, blockchain protocols, Lightning routing, wallets, nodes, APIs, market conditions, or your systems.

SOES’s aggregate liability for all claims will not exceed the fees you paid to SOES during the three months before the event giving rise to the claim.

16. Indemnity

You agree to indemnify and hold harmless SOES, its affiliates, directors, officers, employees, contractors, and agents from claims, losses, liabilities, damages, costs, and expenses arising from your use of SOES, your violation of these Terms, your violation of law, your trading activity, your settlement activity, or your systems, users, credentials, wallets, nodes, or signing policies.

17. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-law rules, unless a written agreement with SOES states otherwise. Any dispute will be resolved in the state or federal courts located in Delaware, unless SOES and you agree in writing to arbitration or another forum.

18. Contact

Questions about these Terms may be sent to: