Terms of Service

Effective 15 September 2026.

These Terms of Service (the "Terms") are a binding agreement between ALIEN SOFTWARE LLC, a Wyoming limited liability company ("Clobber", "we", "us") and the entity that accepts them (the "Customer", "you"). You accept them by creating an account, by signing an order form that references them, or by using the Service.

The Service is for businesses. We offer it only to entities acting for purposes within their trade, business or profession, and to individuals acting for such purposes. It is not offered to consumers, and by accepting these Terms you represent that you are not acting as one. You will name the legal entity that is contracting when you create your account, and keep that name accurate.

If you are accepting on behalf of a company, you represent that you are authorised to bind it.

#1. What Clobber is, and what it is not

Clobber is hosted infrastructure. We operate a matching engine, an internal double entry ledger and a market data feed, and we make them available to you through an API. You are the operator of every market you create. We supply the software and the machines it runs on; you decide what markets exist, who may trade on them, on what terms, and how they end.

This division is not a formality. It describes what the Service actually does, and three consequences of it are load bearing:

1.1 We do not hold, receive, transmit or custody funds. The balances, holds, transfers, fees and payouts recorded by the engine are double entry bookkeeping over units that you define inside your own environment. They are records, not money, and they confer no claim on us. We operate no wallet, no deposit, no withdrawal and no payment rail, and we are not a bank, a money transmitter, a money services business, a custodian or a payment institution. Any movement of actual value between you and your end users happens entirely outside the Service and entirely without us.

1.2 We do not resolve markets. Settlement and voiding happen when your administrative credential sends the corresponding command. We execute the command as given. We do not consult an oracle, evaluate whether a real world event occurred, or arbitrate a disputed outcome, and we take no responsibility for the correctness, timeliness or fairness of any resolution.

1.3 We do not participate in your markets. We hold no position, quote no prices, operate no account of our own on your markets, and take no share of trading outcomes. We are paid the fees in section 6 and nothing else.

1.4 Signed attestations are statements, not instructions. We may publish signed attestations about what the journal records: that a trade occurred, at a price, at a sequence number, in a market. An attestation is a statement about a recorded fact. It is not a payment instruction, an authorisation to move value, or a promise that any value exists. We hold no key over your funds or your end users' funds, we do not sign transactions that move your value, and we are not a party to any on chain contract, escrow or protocol you deploy. If you build a settlement system that releases value against one of our attestations, that system is yours: its design, its keys, its failure modes and its consequences are your responsibility (section 3), and nothing in it makes us a custodian, a counterparty or an intermediary.

Nothing in the Service is financial, investment, legal, tax or regulatory advice, and nothing we publish is an assurance that any market you create is lawful anywhere.

#2. The Service

"Service" means the Clobber API, the WebSocket market data feed, the dashboard, the documentation and any software, tooling or support we provide. It is described at docs.clobberhq.com, and we may change it as set out in section 15.

2.1 Organizations, projects and environments. Your account is an Organization. It contains projects, and projects contain environments. Each environment is a separate tenant, pinned to one region, and is the unit of API keys, limits, billing and isolation. An environment is of kind sandbox, staging or production.

2.2 Sandbox. Sandbox environments are free, shared, open to anyone, and are for evaluation and development only. They carry no service level commitment, may be reset, rate limited or withdrawn at any time, and must not be used with real money, real end users or production traffic.

2.3 Production requires verification. Before you may create a production environment, we verify your Organization: legal entity and ownership, the markets you intend to operate, the jurisdictions you serve, and the authorisations you hold. You will give us accurate, complete information and supporting documentation on request, and you will tell us in writing without delay if any of it stops being true. We may decline verification, and we may withdraw it, at our discretion. This is a condition of access to production, not a service we perform for you, and it is not a review of, or an opinion on, the legality of your business.

2.4 Public demonstrations. We operate public demonstrations of the Service on test networks. Solada, at solada.clobberhq.com, is one of them. A demonstration is not part of the Service, is not offered to you, and is covered neither by these Terms nor by the Service Level Agreement. It runs on test networks only, the units on it have no monetary value, and it never accepts, and will never accept, mainnet funds. We may operate accounts, quote prices and run a market maker inside our own demonstrations, which is what a demonstration is for; section 1.3 is about your markets, and nothing we do inside a demonstration of our own qualifies it.

#3. Your responsibilities as operator

You are solely responsible for, and you represent and warrant that you will comply with, all of the following.

3.1 Authorisation. You hold every licence, registration, exemption, approval or no action position that your markets, your users and your jurisdictions require, and you will maintain them for as long as you use the Service.

3.2 Your end users. You are responsible for your end users: their identification and verification, their eligibility, their agreements with you, their funds, their conduct and their complaints. We have no relationship with your end users, hold no identifying information about them unless you send it to us, and owe them nothing.

3.3 Anti money laundering, sanctions and geography. You will run the customer due diligence, sanctions screening, transaction monitoring, reporting and geographic restrictions that apply to you, and you will not permit access from any jurisdiction where doing so is unlawful for you or for us.

3.4 Market conduct and resolution. You define, publish and enforce the rules of your markets, including resolution sources and methods, dispute handling, market integrity and the treatment of manipulation, and you resolve every market you create.

3.5 Acceptable use. You will comply with, and ensure your users comply with, the Acceptable Use Policy at clobberhq.com/legal/acceptable-use/, which forms part of these Terms.

3.7 What your terms with your users must say. Your agreement with your end users will state that the operator of the market is you, that Clobber is neither a counterparty to, nor a custodian of, anything they trade or hold, and will contain a limitation of liability in our favour at least as protective as section 14. That limitation will name Clobber as a third party beneficiary entitled to enforce it directly. If your terms do not say this, you are responsible for the difference (section 16.1).

3.6 Your credentials. API keys authenticate as you. You will keep them secret, scope them to the least privilege that works, rotate them when a person with access leaves, and tell us at security@clobberhq.com without delay if one is exposed. Everything done with your key is attributed to you and is your responsibility, and we are not liable for loss arising from a credential you failed to protect.

#4. Data

4.1 Your data is yours. You own your Customer Data: your markets, orders, trades, ledger entries, account records and everything else you or your users put into the Service. You grant us a non exclusive licence to host, process, transmit and display it strictly as needed to operate the Service, keep it secure, and meet our obligations under these Terms.

4.2 Our data is ours. We own the Service, the software and everything in it, and nothing here transfers any right in it to you beyond the right to use it under these Terms.

4.3 Aggregated statistics. We may generate and use aggregated, de identified statistics about usage of the Service (volumes, performance, error rates) to operate, secure and improve it. Such statistics never identify you, your users or your markets, and we do not publish, sell or share your market data.

4.4 Personal data. Where you send personal data to the Service, you are the controller and we are the processor, on the terms of the Data Processing Addendum at clobberhq.com/legal/dpa/. Our handling of personal data is described in the Privacy Policy at clobberhq.com/legal/privacy/.

4.5 The journal, how long we keep it, and how you get it out. Every command your environment sends is recorded in an ordered, append only journal, which is the authoritative record of what happened and the mechanism by which the Service recovers, fails over and can be audited. We retain the journal for your environment for the life of the environment and for twelve months after it is deleted, unless a longer period is required by law or by a preservation obligation. Extended retention is available on an order form.

That default period may be shorter than your own recordkeeping obligations, which may run to several years, and confirming what applies to you is your responsibility (section 3.1), not ours.

You may export the journal and your ledger state at any time, including while your account is suspended (section 11). We may withhold export only where a legal obligation, valid legal process or a sanctions restriction requires it, and we will say which, to the extent we lawfully can.

4.6 Feedback. If you send us suggestions about the Service, we may use them freely and with no obligation to you.

#5. Confidentiality

Each party will protect the other's confidential information with at least reasonable care, use it only to perform under these Terms, and disclose it only to people who need it and are bound to keep it confidential. The obligation does not apply to information that is public through no fault of the recipient, was already known to it, or was independently developed.

Legal process. Either party may disclose the other's confidential information where compelled by valid legal process, provided that, unless legally prohibited, it gives the other party prompt notice and reasonable cooperation to seek protective treatment. We describe how we handle such requests, and what we can and cannot produce, in the Privacy Policy.

#6. Fees, billing and taxes

6.1 Plans and meters. Paid plans are published at clobberhq.com or set out in an order form. Each plan carries a request capacity, which limits throughput, and an included volume of trades, which is what the invoice counts. Usage above the included volume is billed at the published overage rate.

6.2 Payment. Monthly plans are billed in advance and are due on receipt; annual and enterprise plans are billed as set out in the order form. Fees are non refundable except where these Terms expressly say otherwise. Late amounts may accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower.

6.3 Taxes. Fees are exclusive of taxes. You are responsible for all taxes other than those on our net income, and you will provide any exemption documentation you rely on.

6.4 Changes to pricing. We may change published prices with at least 30 days' written notice, effective at your next renewal. Prices in a signed order form are fixed for its term.

6.5 Non payment. If an invoice is more than 15 days overdue, we may suspend the Service after written notice, and section 11 applies.

6.6 Check your records within 30 days. You have 30 days from the moment a fact is visible to you in the API, in the dashboard or on an invoice to tell us in writing that you dispute it: a ledger entry, a fill, a balance, a meter reading or an invoiced amount. After that, the record is treated as accepted and the invoice as correct, except for an amount we agree was billed in error. Disputing an amount in good faith does not excuse payment of the rest of the invoice.

#7. Service levels and support

Availability commitments and service credits, and the support channels and response targets that go with each plan, are in the Service Level Agreement at clobberhq.com/legal/sla/. Service credits are your sole and exclusive remedy for any failure to meet an availability commitment. Sandbox and beta features carry no commitment.

#8. Beta and preview features

We may offer features labelled beta, preview or experimental. They are provided as is, may change or disappear without notice, carry no service level commitment and no support commitment, and are excluded from every warranty in these Terms. Do not use them where a failure would matter.

#9. Security

We maintain the technical and organisational measures described at clobberhq.com/legal/security/, including tenant isolation, encryption in transit and at rest, least privilege access control, and journal replication. If we become aware of a security incident affecting your Customer Data, we will notify you without undue delay and in any event within 72 hours, with what we know, what we have done, and what you should do. You will report suspected vulnerabilities to security@clobberhq.com and give us a reasonable opportunity to fix them before disclosing them.

#10. Data loss and restoration

10.1 What we will do. If your Customer Data is lost or corrupted, our entire obligation is to use commercially reasonable efforts to restore it from the most recent journal and snapshot available to us. That is the mechanism the Service is built on (section 4.5), and it is the remedy we commit to.

10.2 Your own copies. You are responsible for keeping your own exports of anything you cannot afford to lose. The journal is our recovery mechanism, not your backup, and its existence does not replace a backup you control. You may export at any time (section 4.5).

10.3 What we do not carry. We are not liable for Customer Data that cannot be restored from the journal and the snapshots available to us, including data lost because of an act or omission of yours, of your users, or of anyone using your credentials.

#11. Suspension

We may suspend your access, in whole or in part, immediately and without liability, if:

We will give notice, and limit the suspension to what the circumstances require, wherever doing so is lawful and consistent with the reason for the suspension. Suspension does not relieve you of fees accrued.

A suspension does not take your records away. While you are suspended, you keep read only access sufficient to export your journal and the state of your ledger, so that you can meet your own obligations to your end users and your own regulator. That access does not restore your ability to operate markets, to trade, to create or resolve them, or to use any write path of the API. We may withhold it only where a legal obligation, valid legal process or a sanctions restriction requires it.

#12. Term and termination

12.1 Term. These Terms run while you have an account. Monthly plans renew monthly; committed terms renew as the order form says.

12.2 Termination for convenience. You may terminate a monthly plan at any time, effective at the end of the paid period. Committed terms may be terminated only as the order form provides.

12.3 Termination for cause. Either party may terminate for a material breach that stays uncured 30 days after written notice. We may terminate immediately for a breach of the Acceptable Use Policy, for a sanctions or legal obligation, or where suspension under section 11 has lasted more than 30 days.

12.4 What happens next. On termination your access ends and unpaid fees fall due. For 30 days after termination we will keep your data available for export, and we retain the journal as described in section 4.5. After that, we delete or de identify your Customer Data on the schedule in the Data Processing Addendum, except what we must keep by law.

12.5 Survival. Sections 4.2, 4.5, 5, 6, 13, 14, 16 and 17 survive termination.

12.6 If we wind down the Service. If we decide to discontinue the Service generally, rather than terminate your account for a reason in section 12.3, we will give you at least 90 days' written notice, during which we will keep your production environments running, and your data will remain available for export for 90 days after the Service ends, in place of the 30 days in section 12.4. We will give reasonable transition assistance during that period, at our published rates for anything beyond export and documentation.

12.7 Escrow, for Enterprise plans. On an Enterprise order form, and for a separate fee, we will place the source of the engine, the journal format specification and the deployment artifacts with an independent escrow agent, under an agreement that names you as beneficiary. The escrow releases on an objective event and on no other: we discontinue the Service generally and no successor assumes it within the notice period in section 12.6; we cease business operations; a bankruptcy or insolvency proceeding is commenced by or against us and is not dismissed within 60 days; or we make a general assignment for the benefit of creditors. A release grants you a licence to run the released materials for your own internal use in operating your own markets, for as long as you need to migrate, and nothing more.

#13. Warranties and disclaimers

13.1 What we warrant. We warrant that we will provide the Service with reasonable skill and care, and in accordance with the Service Level Agreement.

13.2 What we do not. Except as stated in section 13.1 and in the Service Level Agreement, the Service is provided "as is" and we disclaim all other warranties, express, implied or statutory, including merchantability, fitness for a particular purpose, title, non infringement, and any warranty arising from course of dealing or trade usage. We do not warrant that the Service will be uninterrupted or error free, or that it will meet your requirements.

13.3 Documentation, benchmarks and published claims. Our documentation, benchmarks, whitepapers, measurements and marketing describe the Service and are informational. They are not warranties, guarantees or commitments, and no statement in them forms part of this agreement. Performance figures were obtained on particular hardware under particular load and your results will differ. Where a commitment about the behaviour of the Service exists, it is in section 13.1 and in the Service Level Agreement, and nowhere else. In case of conflict, these Terms and the Service Level Agreement govern over any documentation.

13.4 Your business. We make no representation that the Service, or any use you make of it, complies with any law, regulation or licensing requirement applicable to you. That assessment is yours (section 3).

13.5 Defects, and what you get for one. A defect is the Service failing to perform as the documentation describes it. If you report a defect, our obligation is to correct it, within a time appropriate to its severity, and, where the same failure also missed an availability commitment, to pay the service credits in the Service Level Agreement. Those are your remedies. Subject to section 14, a defect does not entitle you to damages. A change made on notice under section 15.1, a beta feature under section 8, and a failure excluded by the Service Level Agreement are not defects. This section does not limit the warranty in section 13.1.

#14. Limitation of liability

14.1 Excluded losses. To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, goodwill, business or anticipated savings, however caused and on any theory of liability, even if advised of the possibility.

14.2 Losses we specifically do not carry. Without limiting section 14.1, and because you and not we operate your markets, we are not liable for: trading losses, market losses, losses arising from a price, a fill, a resolution or the absence of one; losses suffered by your end users or claims brought by them; the value of any position, balance or payout in any market; any fine, penalty or enforcement cost imposed on you by a regulator; or any loss arising from your failure to hold an authorisation you needed.

14.3 Cap. Each party's total aggregate liability arising out of or related to these Terms is limited to the fees you paid or owed for the Service in the twelve months before the event giving rise to the claim.

14.4 Exceptions. Sections 14.1 and 14.3 do not limit your payment obligations, your indemnification obligations under section 16.1, or liability that cannot be limited by law. Our indemnification obligation under section 16.2 is limited to three times the amount of the cap in section 14.3, and section 14.1 applies to it.

14.5 Allocation of risk. You acknowledge that the fees reflect this allocation of risk, and that we would not provide the Service on these terms without it.

14.6 Time limit on claims. No action arising out of or related to these Terms may be brought more than twelve months after the event giving rise to it, and a claim not brought within that period is waived, except where that period cannot be shortened by law.

#15. Changes to the Service and to these Terms

15.1 The API. We will not make a backwards incompatible change to a generally available API without at least 90 days' notice, and we will keep the previous behaviour available during that period wherever it is technically possible. Beta features (section 8), security fixes and changes required by law are excluded from this commitment.

15.2 These Terms. We may change these Terms with at least 30 days' notice by email and by posting the updated version. Material changes take effect at your next renewal; if you do not accept them, you may terminate before they take effect. Changes required by law may take effect sooner. The current version is always at clobberhq.com/legal/terms/, with its effective date.

#16. Indemnification

16.1 By you. You will defend and indemnify us against any third party claim, and any regulatory or governmental proceeding, arising out of or related to: your markets and their resolution; your end users and their funds, positions or claims; your breach of section 3 or of the Acceptable Use Policy; your lack of any required authorisation; or your Customer Data.

16.2 By us. We will defend and indemnify you against any third party claim that the Service, used as permitted, infringes that party's intellectual property rights. If such a claim is made or is likely, we may procure the right to continue, modify the Service to be non infringing, or terminate the affected part and refund prepaid unused fees. We have no obligation for a claim arising from your Customer Data, your combination of the Service with anything we did not supply, or your use in breach of these Terms.

16.3 Process. The indemnified party will give prompt notice, let the indemnifying party control the defence, and give reasonable cooperation. No settlement that imposes an obligation on the indemnified party may be made without its consent.

#17. Compliance, sanctions and export

Each party will comply with applicable anti corruption, anti money laundering, sanctions and export control laws. You represent that neither you, nor any person who owns or controls you, nor any affiliate through which you use the Service, is the subject of sanctions or is located in a comprehensively sanctioned jurisdiction, and that you will not make the Service available to any such person. A breach of this section is a material breach that we may act on immediately.

#18. General

18.1 Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger, reorganisation or sale of substantially all assets, on written notice.

18.2 Subcontractors. We may use subprocessors and subcontractors, listed at clobberhq.com/legal/subprocessors/, and we remain responsible for their performance.

18.3 Notices. Notices to you go to the email addresses on your account. Notices to us go to legal@clobberhq.com, and legal process to the same address.

18.4 Force majeure. Neither party is liable for a failure caused by events beyond its reasonable control, excluding payment obligations.

18.5 Publicity. Neither party may use the other's name or marks in publicity without prior written consent.

18.6 Governing law and venue. These Terms are governed by the laws of the State of Wyoming, United States, without regard to its conflict of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Wyoming, and each waives any right to a jury trial.

18.7 No third party beneficiaries. These Terms are between you and us. No one who is not a party acquires any right under them, and in particular no end user of yours does. The only exception is our right to enforce the limitation described in section 3.7, which you grant us in your agreement with your users.

18.8 Independent contractors. The parties are independent contractors. Nothing here creates a partnership, joint venture, agency or fiduciary relationship.

18.9 Entire agreement. These Terms, the Acceptable Use Policy, the Service Level Agreement, the Data Processing Addendum and any order form are the entire agreement between the parties and supersede all prior understandings. In case of conflict, an order form governs over these Terms, and these Terms govern over any policy or documentation. Any terms on your purchase order or vendor portal have no effect.

18.10 Severability and waiver. If a provision is unenforceable, it is limited to the minimum extent necessary and the rest stands. A failure to enforce is not a waiver.

Questions about these Terms: legal@clobberhq.com