2. Access and Subscription 

2.1  Grant of Subscription 

Subject to the Subscriber's compliance with these Terms and timely payment of all Fees, SoapBox grants the Subscriber a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform during the Subscription term, solely for the Subscriber's internal business operations and for the purposes set out in the Order Form. 

2.2  End User Access 

The Subscriber may authorise End Users to access the Platform up to the number of seats or licences specified in the Order Form. The Subscriber is responsible for: 

2.3  Account Registration 

To access the Platform, the Subscriber must register an account and provide accurate, complete, and current information. The Subscriber must promptly update its account information if it changes. SoapBox reserves the right to suspend or terminate accounts where registration information is found to be inaccurate, misleading, or incomplete. 

2.4  Multi-Tenant Architecture 

The Platform is a multi-tenant system. Each Subscriber's data is logically segregated from other Subscribers' data. The Subscriber acknowledges that it shares underlying infrastructure with other Subscribers, and agrees not to attempt to access any other Subscriber's data or interfere with any other Subscriber's use of the Platform. 

2.5  Beta Features 

SoapBox may from time to time make available beta, preview, or early-access features ("Beta Features") that are not generally available. Beta Features are provided "as is" without warranty and may be modified or discontinued at any time. SoapBox's standard SLA commitments do not apply to Beta Features. 

3. Fees, Payment, and Taxes 

3.1  Fees 

The Subscriber shall pay SoapBox all Fees specified in the applicable Order Form. Unless otherwise stated in the Order Form, all Fees are: 

3.2  Payment Terms 

Invoices are payable within 30 days of the invoice date unless otherwise specified in the Order Form. Payments may be made by bank transfer, credit/debit card, or such other method as SoapBox may make available. All payments must be made free of any deduction, set-off, or withholding, except as required by applicable law. 

3.3  Late Payment 

If the Subscriber fails to pay any amount due by the due date, SoapBox may, without limiting its other rights and remedies: (a) charge interest on the overdue amount at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower), compounding monthly from the due date until the date of actual payment; and/or (b) suspend access to the Platform upon 7 days' written notice, until all outstanding amounts are paid in full. 

3.4  Fee Adjustments and Renewals 

SoapBox reserves the right to adjust its Fees at each Subscription renewal by providing the Subscriber with at least 60 days' prior written notice. The Subscriber's continued use of the Platform after the new Fees take effect constitutes acceptance of the revised Fees. If the Subscriber does not accept the revised Fees, it may terminate the Subscription by providing written notice to SoapBox before the renewal date. 

3.5  Refunds 

Except as required by applicable law, Fees are non-refundable. In the event SoapBox terminates the Subscription without cause, SoapBox will provide a pro-rata refund of any prepaid Fees for the unused portion of the current subscription period. No refunds will be issued for termination by SoapBox due to the Subscriber's breach of these Terms. 

3.6  Taxes 

All Fees are exclusive of applicable taxes, levies, duties, and charges, including Goods and Services Tax (GST) as applicable under Indian law. The Subscriber is responsible for paying all such taxes in addition to the Fees. Where SoapBox is legally required to collect and remit taxes, the applicable tax amount will be added to the invoice. The Subscriber shall provide SoapBox with any information or documentation (such as GSTIN) required for proper tax invoicing. 

4. Subscriber Data 

4.1  Ownership 

As between the Parties, the Subscriber retains all right, title, and interest in and to the Subscriber Data. SoapBox does not own Subscriber Data. Nothing in these Terms constitutes a transfer of any Intellectual Property rights in the Subscriber Data to SoapBox. 

4.2  Licence to SoapBox 

The Subscriber grants SoapBox a limited, non-exclusive, royalty-free licence to access, process, store, and use the Subscriber Data solely to: (a) provide and maintain the Platform and Services for the Subscriber; (b) prevent or address technical or security issues; (c) comply with applicable law or a lawful order of a competent authority; and (d) as expressly instructed by the Subscriber. 

4.3  Subscriber Responsibilities 

The Subscriber is solely responsible for: 

4.4  Data Processing 

The processing of personal data within Subscriber Data is governed by the Data Processing Agreement (DPA) entered into between the Parties, which is incorporated into and forms part of these Terms. In the event of any conflict between these Terms and the DPA on matters of personal data processing, the DPA shall prevail. 

4.5  Aggregated and Anonymised Data 

Notwithstanding anything to the contrary, SoapBox may use aggregated, anonymised, and de-identified data derived from Subscriber Data ("Aggregated Data") for the purposes of improving the Platform, developing new features, conducting research, and generating industry benchmarks, provided that such Aggregated Data does not identify the Subscriber, any End User, or any individual. All right, title, and interest in Aggregated Data shall vest in SoapBox. 

4.6  Data Return and Deletion 

Upon expiry or termination of the Subscription, the Subscriber may request an export of its Subscriber Data in a commonly used machine-readable format within 30 days of termination. After 60 days post-termination (or such period as specified in the DPA), SoapBox will delete all Subscriber Data from its systems in accordance with the DPA, subject to any mandatory legal retention obligations. 

5. Intellectual Property Rights 

5.1  SoapBox IP 

The Platform, including all SoapBox IP — its source code, object code, algorithms, user interface design, workflows, documentation, training materials, and branding — is and remains the exclusive property of SoapBox or its licensors. All rights not expressly granted to the Subscriber under these Terms are reserved by SoapBox. 

5.2  Restrictions 

The Subscriber shall not, and shall ensure its End Users do not: 

5.3  Feedback 

If the Subscriber or any End User provides SoapBox with suggestions, ideas, enhancement requests, feedback, recommendations, or other information relating to the Platform ("Feedback"), the Subscriber hereby assigns to SoapBox all right, title, and interest in such Feedback. SoapBox may use Feedback for any purpose without restriction or obligation to the Subscriber. 

5.4  Subscriber Branding 

The Subscriber grants SoapBox a limited, non-exclusive licence to display the Subscriber's name and logo solely for the purpose of identifying the Subscriber as a customer of SoapBox on its website, marketing materials, and case studies, subject to the Subscriber's prior written approval (which shall not be unreasonably withheld or delayed). The Subscriber may revoke this licence at any time by written notice to SoapBox. 

6. Confidentiality 

6.1  Obligations 

Each Party ("Receiving Party") agrees to: (a) keep all Confidential Information of the other Party ("Disclosing Party") strictly confidential; (b) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent; and (c) use Confidential Information solely for the purposes of performing its obligations or exercising its rights under these Terms. Each Party shall protect the other's Confidential Information with at least the same degree of care it uses for its own confidential information, but not less than reasonable care. 

6.2  Exceptions 

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure without restriction; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by applicable law, court order, or regulatory authority, provided that the Receiving Party gives the Disclosing Party prompt prior written notice (to the extent legally permissible) and cooperates with the Disclosing Party's efforts to seek a protective order. 

6.3  Survival 

Confidentiality obligations under this clause shall survive termination or expiry of these Terms for a period of 3 years, except with respect to trade secrets, for which obligations shall continue for so long as the information remains a trade secret. 

7. Service Availability and Support 

7.1  Uptime Commitment 

SoapBox will use commercially reasonable efforts to make the Platform available 99.5% of the time in any given calendar month ("Uptime Commitment"), excluding: 

Service credits must be claimed within 30 days of the end of the affected month by writing to support@soapbox.cloud. Credits are the Subscriber's sole and exclusive remedy for Platform unavailability and will be applied as a deduction against the next invoice. 

7.3  Maintenance 

SoapBox will notify Subscribers of planned maintenance windows via email and/or in-Platform notification at least 48 hours in advance. Emergency maintenance may be performed without advance notice where necessary to protect Platform security or integrity. 

7.4  Support 

SoapBox will provide technical support to Subscriber administrators in accordance with the support tier specified in the Order Form. Standard support includes: 

8. Representations and Warranties 

8.1  SoapBox Warranties 

SoapBox represents and warrants that: 

8.2  Subscriber Warranties 

The Subscriber represents and warrants that: 

8.3  Disclaimer of Warranties 

EXCEPT AS EXPRESSLY SET OUT IN SECTION 8.1, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE". SOAPBOX MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. SOAPBOX DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SUBSCRIBER'S USE OF THE PLATFORM IS AT ITS OWN RISK. 

10.2  Indemnification by the Subscriber 

The Subscriber shall defend, indemnify, and hold harmless SoapBox and its officers, directors, employees, and agents from and against any third-party claims, suits, proceedings, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) Subscriber Data, including any allegation that Subscriber Data infringes any third-party right or applicable law; (b) the Subscriber's breach of these Terms; (c) the Subscriber's or any End User's violation of applicable law; or (d) any wilful misconduct or negligence of the Subscriber or its End Users. 

11. Term and Termination 

11.1  Term 

These Terms commence on the date the Subscriber first accepts them (by clicking "I Agree", executing an Order Form, or accessing the Platform) and continue for the initial subscription period specified in the Order Form ("Initial Term"). Unless either Party gives written notice of non-renewal at least 30 days before the end of the then-current term, the Subscription will automatically renew for successive periods equal to the Initial Term ("Renewal Term"), subject to then-current Fees. 

11.2  Termination for Cause 

Either Party may terminate these Terms with immediate effect by written notice if: 

11.3  Termination for Convenience 

The Subscriber may terminate these Terms for convenience at any time by providing 30 days' written notice to SoapBox. In such case, no refund of prepaid Fees will be provided (except as set out in Section 3.5). SoapBox may terminate these Terms for convenience by providing 90 days' written notice to the Subscriber, with a pro-rata refund of prepaid Fees for the unused period. 

11.4  Suspension 

SoapBox may suspend the Subscriber's access to the Platform immediately and without notice: (a) where continued access poses a security risk to the Platform or other Subscribers; (b) where SoapBox is required to do so by applicable law or regulatory authority; or (c) where the Subscriber's account is being used in a manner that violates these Terms or the Acceptable Use Policy. SoapBox will provide notice of suspension as soon as reasonably practicable and will restore access once the grounds for suspension have been remedied. 

11.5  Effects of Termination 

Upon termination or expiry of these Terms: (a) all Subscription rights granted to the Subscriber shall immediately cease; (b) the Subscriber shall pay all outstanding Fees; (c) each Party shall return or destroy the other's Confidential Information (subject to legal hold and retention requirements); (d) SoapBox will provide the Subscriber with a 30-day window to export Subscriber Data; and (e) sections that by their nature should survive termination (including Sections 4, 5, 6, 8.3, 9, 10, 12, 13, and 14) shall survive.