Terms of Use

SOAX LTD — Terms of Use, Acceptable Use Policy, and Billing and Refund Policy.

Contents

• Part A — Terms of Use

• Part B — Acceptable Use Policy (AUP)

• Part C — Billing and Refund Policy

• Part D — Related Policies and Documents

Part A — Terms of Use

General Provisions

1. Introduction and Acceptance of Terms

1.1. These Terms of Use (the "Terms" or "ToU") govern access to and use of the SOAX Platform and associated services, including the website located at www.soax.com (the "Site"), the SOAX Dashboard, APIs, documentation, and all related products and services (collectively, the "Platform" or "Services", as additionally defined below).

1.2. The Platform is owned and operated by SOAX LTD, a company incorporated under the laws of England and Wales under registered number 11828506, with its registered office at The Charter Building, Uxbridge, England, UB8 1JG (hereinafter "SOAX", "we", "us" or "our").

1.3. These Terms, together with the Acceptable Use Policy (set out in Part B herein), the applicable Billing and Refund Policy (set out in Part C herein), the other policies and documents listed in Part D (Related Policies and Documents), the Product Description published on the Platform, and any applicable Order Form ("OF"), as may be updated from time to time in accordance with these Terms, constitute the entire agreement between You and SOAX regarding the use of the Platform and underlying Services (collectively, the "Agreement").

1.4. The Agreement between You and SOAX is a software-as-a-service (SaaS) and/or platform-as-a-service (PaaS) agreement, depending on the configuration of the access services provided under Your Plan or, where applicable, the Sandbox tier. Under the Agreement, SOAX grants You a limited, revocable, non-exclusive licence to access and use the Platform and its Services remotely, over the Internet, on a Subscription basis, for the duration and within the scope defined by Your Plan (or, where applicable, the Sandbox tier). No ownership of, or any proprietary right in, the Platform or its underlying software, infrastructure, or intellectual property is transferred to You. The Platform remains hosted, operated, and controlled by SOAX at all times.

1.5. The Platform is designed primarily for business use (B2B). SOAX may, at its sole discretion, restrict, limit, or decline access to the Platform for individuals acting in a personal or consumer capacity (B2C), and may require verification of business status at any time. Where B2C access is permitted, the specific provisions of these Terms addressed to Individuals may apply.

1.6. By registering an Account and related Organization, accessing or using the Platform, or by clicking "I agree" (or similar affirmative action), You acknowledge that You have read, understood and agree to be bound by these Terms and the Agreement. If You do not agree, You must not access or use the Platform.

1.7. If You are accepting these Terms on behalf of a Business Entity, You represent and warrant that You have full authority to bind such Business Entity. In this case, "You", "Your" or "User" shall refer to such Business Entity and its Authorised Users.

1.8. If an OF has been executed between You and SOAX, the provisions of the OF shall prevail to the extent of any conflict with these Terms. The order of precedence set out in Clause 1.9 applies to all documents forming part of the Agreement.

1.9. Order of Precedence. In the event of any conflict or inconsistency between the documents forming part of the Agreement, the following order of precedence shall apply (in descending order): (a) the Order Form or any other separate agreement made in writing (if any); (b) the Product Description applicable to the relevant Service; (c) the Acceptable Use Policy in Part B of these Terms; (d) the general provisions set out in Part A of these Terms together with Billing and Refund Policy set out in Part C of these Terms; (e) the Related Policies and Documents listed in Part D.

2. Definitions

In these Terms, unless the context requires otherwise, capitalised terms shall have the meanings set out below:

2.1. "Platform" means the SOAX technology platform, including the Site, Dashboard, APIs, documentation, and the products, services, features, and related infrastructure made available by SOAX, as further described in Clause 3.1.

2.2. "Site" means the website located at www.soax.com and any successor or related websites operated by SOAX.

2.3. "Services" means the functionalities, features, products, and other services made available by SOAX to Users through the Platform, as well as any additional services that SOAX may make available from time to time.

2.4. "Acceptable Use Policy" (or "AUP") means the Acceptable Use Policy set out in Part B of these Terms, as updated by SOAX from time to time.

2.5. "Product Description" means the description of a specific Service, Service configuration, or applicable Plan or Sandbox tier, including the applicable Credits consumption rates, usage conditions, and any other specific conditions related to the relevant Services, as published or otherwise made available by SOAX on the Site, in the Dashboard, in the applicable documentation, or, where appropriate, by other written means, as may be amended from time to time. A Product Description sets out the relevant pricing, technical, functional, operational, commercial parameters of the relevant Service or configuration, including, where applicable, its features, functionality, supported configurations, access methods, usage metrics, limits, pricing, Allocated Credits amount (where appliсable), billing terms, service levels, and any service-specific conditions, requirements, or restrictions. SOAX may make certain technical specifications, or service parameters available only upon request.

2.6. "Order Form" (or "OF") means a separate written agreement between SOAX and an Organization, which sets out bespoke terms for access (e.g. enterprise-level access conditions) to the Platform and which, to the extent of any conflict, shall prevail over these Terms in accordance with Clause 1.9.

2.7. "Account" means the technical access environment on the Platform associated with an Organization, comprising credentials, API keys, access tokens, and related configuration. Each Organization is associated with a single Account. An Account is the technical instrument through which Authorised Users access the Platform; it is not a separate legal entity or a deposit facility.

2.8. “Dashboard” means the restricted-access area of the Platform through which an Organization and its Authorised Users may access, configure, manage, and monitor the Services.

2.9. "Authorised User" means any individual who is authorised by the Owner to access and use the Platform under the Organization's Account, including the Owner and any Members.

2.10. "Organization" means the organizational unit established on the Platform for the purposes of billing, Credit allocation, access control, usage attribution, and user management. Every User interacts with the Platform through an Organization. Where the Platform is used on behalf of a Business Entity, the Organization is associated with that Business Entity. Where access is permitted to an Individual (B2C), an Organization of one is established for that Individual, who is deemed the Owner.

2.11. "Owner" means the primary administrator of the Organization, being: (a) where the Organization is associated with a Business Entity means the individual duly authorised to represent and bind that Business Entity in relation to the Platform, including under its charter, articles of association, bylaws, or any other valid corporate authorisation or power of attorney, and who acts on the Business Entity's behalf for legal, compliance, billing, and administrative purposes; or (b) where the Organization is associated with an Individual means that Individual. Each Organization has one Owner.

2.12. "Member" means an Authorised User (other than the Owner) invited by the Owner to access the Platform under the Organization's Account with limited access rights, as further described in Clause 4.

2.13. "Business Entity" means any legal person (including a company, partnership, institution, association, foundation, sole trader, or other organised body, whether or not having separate legal personality) acting in the course of its trade, business, craft or profession. Business Entities access the Platform under B2B terms.

2.14. "Individual" means a natural person who accesses or uses the Platform outside the scope of any trade, business, craft or profession. Individuals access the Platform under B2C terms to the extent permitted by SOAX under Clause 1.5.

2.15. "Credits" means the internal units of measurement used to quantify an Organization’s permitted use of certain Platform functionality, technical resources, service capacity, or other usage-based entitlements. Credits do not constitute money, currency, legal tender, bank deposits, stored value, electronic money within the meaning of the UK Electronic Money Regulations 2011 (or equivalent EU or US legislation), gift cards, or any financial instrument. Credits are non-exchangeable, non-transferable, non-redeemable for cash or any other monetary value, and confer no property right, payment claim, or stored-value entitlement on the User. The recording of Credits to an Account reflects solely the contractual usage entitlement and creates no independent right or obligation.

2.16. “Allocation Credits” means Credits that may be made available by SOAX to an Organization as part of the usage entitlements associated with a Plan or otherwise allocated by SOAX under the commercial terms of the Agreement. Allocation Credits are not included in all Plans or tiers (i.e. Sandbox) and may vary depending on the applicable Plan and its configuration. Where a Plan provides for Allocation Credits, such Credits are made available only upon successful payment of the applicable Plan Fee for the relevant Billing Cycle (or other agreed consideration). Allocation Credits measure the extent of permitted use of the Platform under the applicable Plan and do not constitute a prepaid monetary balance, stored value, or any separate financial entitlement.

2.17. "Top-Up Credits" means Credits acquired by the Organization for separate consideration, whether on a one-time or recurring basis, which are not included in, or granted as part of, the Organization’s selected Plan. Top-Up Credits represent additional usage entitlements measured in Credits and are subject to the same rules on expiry, consumption, non-transferability, and forfeiture as all other Credits, as set out in Clause 6 and the Billing and Refund Policy.

2.18. "Validity Period" means the period during which particular Credits remain valid and may be used on the Platform. The Validity Period applies to Credits themselves and is separate from any Billing Cycle, Subscription term, or Plan duration. Unless otherwise agreed in an Order Form or other written commercial terms, Allocation Credits and Top-Up Credits granted or purchased under a monthly Plan have a Validity Period of sixty (60) calendar days from the date they are granted or purchased, whereas Credits granted or purchased under an annual Plan arrangement may remain valid for up to twelve (12) months, as specified in the applicable Product Description, Order Form, or other applicable commercial terms.

2.19. “Plan” means the service plan selected by or on behalf of the Organization, which defines access to the Platform, available functionality, usage limits, support level, applicable pricing model, available Tiers, and any associated usage entitlements. A Billing Cycle under a Plan is thirty (30) calendar days unless an annual arrangement applies, as further described in the applicable Product Description or Order Form.

2.20. “Plan Fee” means the recurring fee payable by the Organization for access to the Platform under the selected Plan, as displayed on the Site at the time of purchase or as set out in an applicable Order Form. The Plan Fee is generally payable in advance for each applicable Billing Cycle and governs access to the Platform and the associated usage entitlements available under the selected Plan, unless expressly agreed otherwise in writing under a postpaid or other commercial arrangement.

2.21. "Subscription" means the recurring access and billing arrangement under which a Plan is provided to the Organization for successive Billing Cycles unless cancelled or not renewed in accordance with these Terms.

2.22. "Enterprise" means a Plan, service tier, or other commercial arrangement designated by SOAX as enterprise-level, whether made available under an Enterprise Plan, an Order Form or otherwise by written agreement, and intended for Organizations requiring higher-volume usage, enhanced support, bespoke commercial terms, or custom technical, operational, billing, compliance, or service configurations. Enterprise arrangements may include terms that differ from those generally applicable to standard Plans, including as to pricing, Billing Cycles, usage entitlements, service levels, support, limits, onboarding, reporting, or other service conditions.

2.23. "Sandbox" means the access tier to which an Account is transitioned upon non-renewal or cancellation of a Subscription, or which is otherwise assigned by SOAX as the default access tier. No Plan Fee applies to the Sandbox. An Organization on the Sandbox may continue to access and use the Platform to the extent permitted by the applicable Product Description, including by consuming any Credits that remain valid within their applicable Validity Period and any other paid entitlements that remain available to the Account.

2.24. "Burn Rate" means the rate at which Credits are consumed for a particular Service or type of usage, as determined by the applicable Plan, Tier, Service type, and any other applicable commercial parameters. Burn Rates are published in the applicable Product Description, Plan details, or Sandbox conditions, and may be updated by SOAX in accordance with Clause 13.

2.25. “Tier” means any category, level, segment, or classification applied by SOAX within or in connection with a Service, Plan, Sandbox, Enterprise arrangement, usage volume, traffic type, geographic region, technical configuration, or other service parameter for the purposes of determining applicable access conditions, usage entitlements, limits, Burn Rates, pricing, billing treatment, or other commercial or operational terms. Tiers may include, without limitation, Geo Tier and other geographic, traffic-based, pricing-based, volume, or service classifications described in the applicable Product Description, Plan details, Dashboard, Order Form, or other applicable commercial terms, as may be amended from time to time.

2.26. "Geo Tier" means a Tier that classifies proxy traffic, access points, or routing by geographic region, country, or location for the purposes of determining the applicable Burn Rate per unit of traffic, access conditions, or other commercial or operational terms, as described in the applicable Product Description, Order Form, Dashboard, pricing page, or other documentation made available by SOAX..

2.27. "Restricted Person" means any individual or entity that is: (a) designated on any applicable sanctions list, including the UK Sanctions List maintained by OFSI, the EU Consolidated List of Sanctions, the US Specially Designated Nationals and Blocked Persons List maintained by OFAC, or any equivalent sanctions list; (b) owned or controlled, directly or indirectly, to the extent of fifty percent (50%) or more, by one or more such designated persons; or (c) otherwise subject to any sanctions, asset-freezing measures, trade restrictions, or other restrictive measures that prohibit or materially restrict dealings by SOAX under applicable law.

2.28. "Third-Party Content" means any data, content, materials, websites, applications, services, resources, or information accessed, collected, retrieved, processed, displayed, or transmitted by the User through the Platform, originating from any source other than SOAX itself, including (without limitation) content originating from target websites, target APIs, supply-side providers, and any third-party platforms or networks.

2.29. "User" (or ""You", "Your"") means the Organization that registers for, accesses, or uses the Platform, acting through its Authorised Users. References to the “User” shall, where the context requires, include the relevant Authorised User acting on behalf of the Organization in connection with such access or use. Where a distinction is required, “User” refers to the Organization as the contractual counterparty of SOAX, and “Authorised User” refers to any individual authorised to access and use the Platform on the Organization’s behalf.

3. Platform and Provision of Services

3.1. Nature of the Platform

    3.1.1. SOAX provides a web access infrastructure platform, being a hosted environment that enables Users to access and interact with third-party websites and services, applications, Third-Party Content, APIs, and other online resources by sending requests and receiving the corresponding responses through SOAX’s infrastructure.

    3.1.2. The Platform provides access and transport capabilities, and enables Users to execute such requests through its infrastructure, including via APIs, interfaces, execution environments, and other hosted functionality made available by SOAX from time to time.

    3.1.3. Users independently determine the targets, request parameters, and purposes for which they use the Platform. Any such requests are initiated by or on behalf of the User. SOAX does not select, direct, or control such use and does not determine the specific use cases for which the Platform is used.

    3.1.4. SOAX is an independent, general-purpose web access infrastructure Platform and is not affiliated with, endorsed by, or acting on behalf of any third-party service. The Platform may facilitate access to online resources across different network environments and jurisdictions through its general technical features and infrastructure. However, nothing in the design, offering, marketing, or provision of the Platform should be understood as intended to enable or encourage the circumvention of technical protection measures, access controls, or usage restrictions imposed by specific websites, platforms, online services, or other sources of Third-Party Content.

    3.1.5. SOAX does not determine, interpret, or otherwise use the substantive content of User requests or responses for its own purposes, except to the extent technically necessary for the operation, metering, security, compliance, maintenance, or support of the Platform. In connection with providing the Platform, SOAX has the right to process limited technical, operational, and usage metadata and may deploy automated tools and internal monitoring systems to detect usage patterns, technical anomalies, and risk indicators relevant to security, compliance, fraud prevention, and service integrity. Such tools and systems are risk-management measures only and are subject to technical, operational, and methodological limitations; they do not provide complete visibility into, or assurance regarding, any User activity or use case.

    3.1.6. SOAX does not originate or itself provide Third-Party Content or data, and any data obtained through the Platform is retrieved on the User’s behalf and remains under the User’s responsibility.

3.2. Third-Party Content and data

    3.2.1. Any Third-Party Content that the User may access or receive through the Platform is retrieved by the User (or on the User's instructions by the automated execution environment operated on its behalf) and remains under the sole responsibility of the User.

3.3. Provision of Services

    3.3.1. SOAX makes the Platform and the Services available to the User on a hosted access basis, subject to the Agreement and the commercial terms applicable to the User’s Account, including the selected Plan, any applicable Order Form, or, where relevant, the Sandbox tier.

    3.3.2. The scope, configuration, availability, usage limits, included entitlements, support level, technical parameters, and other commercial or operational conditions of the Platform and any Service may vary depending on the applicable Plan, Tier, Burn Rate, Product Description, Order Form, Service Level Agreement, infrastructure availability, compliance requirements, and other circumstances relevant to the provision of the relevant Service. Certain Services, features, territories, integrations, or service conditions may be unavailable, restricted, or subject to additional requirements due to legal, technical, supply-side, compliance, security, or operational constraints.

    3.3.3. SOAX may, at any time, suspend, restrict, condition, or temporarily block access to the Platform, any Service, or any part thereof if SOAX’s internal systems, monitoring tools, or compliance controls identify suspicious, abnormal, high-risk, non-compliant, or potentially prohibited activity, or if SOAX reasonably considers that additional review is necessary. In such cases, SOAX may require the User, the Organization, the Owner, or any relevant Authorised User to complete additional verification, compliance, or due diligence procedures and to provide supporting information or documents regarding the relevant use case or activity.

    3.3.4. Any suspension, restriction, conditioning, or temporary unavailability under this Clause shall not constitute a breach by SOAX and shall not give rise to any refund, service credit, compensation, reimbursement, or extension of any Subscription term, Billing Cycle, Validity Period, or other contractual period, unless SOAX expressly agrees otherwise in writing.

3.4. No Guarantee of Availability or Access to Third-Party Resources

    3.4.1. SOAX will use reasonable efforts to make the Platform available in accordance with the Agreement, but does not guarantee that the Platform or any Service will be continuously available, uninterrupted, error-free, or suitable for the User’s intended purpose, or that access to any target website, online resource, Third-Party Content, network route, proxy endpoint, geography, integration, or other external resource will remain available at any given time. In particular, SOAX does not guarantee successful access to, retrieval of, or continued availability of any specific third-party website, service, source, content, or data. Access to and performance of the Services may be affected by technical limitations, third-party restrictions, rate limits, anti-bot measures, access controls, legal or regulatory requirements, compliance considerations, supply-side conditions, infrastructure constraints, or circumstances beyond SOAX’s reasonable control.

3.5. User Responsibility for Use of the Services

    3.5.1. The User is solely responsible for determining whether, how, and for what purposes to use the Platform and the Services, including the targets, instructions, configurations, jurisdictions, and any Third-Party Content involved, and for ensuring that such use is lawful. SOAX is not responsible for the legality, appropriateness, or permissibility of the User’s activities conducted through the Platform or for any Third-Party Content accessed, retrieved, or processed by the User.

3.6. Changes to the Platform and Services

    3.6.1. SOAX may modify, update, enhance, replace, suspend, restrict, or discontinue any part of the Platform or any Service from time to time, including to reflect technical developments, product changes, security requirements, supply-side conditions, legal or regulatory obligations, or infrastructure constraints, subject to the notice and modification rules set out in Clause 13. Where technically feasible and reasonably practicable, SOAX will notify Users of material changes in advance through the Dashboard, by email, or by other appropriate means of communication made available by SOAX.

4. Organization Registration, Roles, and Security

4.1. Registration

    4.1.1. To access the Platform, an User must complete the registration process and create an Account. Registration requires the provision of accurate, complete, and up-to-date information and supporting documentation as specified in the registration flow made available through the Platform interface and, where applicable, in the KYC / KYB Policy, including, where relevant, information regarding the entity type (Business Entity or Individual), tax identification data, ownership, control, and other compliance-related details. The scope, nature, and number of documents and supporting materials required may vary depending on the User type, Service, risk profile, jurisdiction, intended use of the Platform, and SOAX’s internal compliance procedures, and may be updated by SOAX from time to time.

        4.1.1.1. SOAX reserves the right to request additional information, explanations, or supporting documentation at any time, including after registration of the Account, for the purposes of KYC, KYB, ongoing compliance, verification, risk review, or internal policy requirements. Such requests may arise, inter alia, where there is any change in the ownership, beneficial ownership, control, management, authorised representatives, business activities, jurisdictional nexus, or other material circumstances relating to the Organization or the underlying Business Entity. The User shall promptly provide any such information or documentation upon request.

        4.1.1.2. SOAX may refuse, restrict, suspend, or terminate access to the Platform if any requested KYC/KYB verification is not satisfactorily completed.

    4.1.2. By completing registration, You agree to use the Platform in accordance with these Terms and all applicable laws and regulations.

    4.1.3. You represent and warrant that: (a) You have full legal capacity and authority to enter into these Terms and to be legally bound by them; (b) if You are an Individual, You are at least 18 years of age or have reached the age of legal majority in Your jurisdiction, whichever is higher; (c) if You are registering on behalf of a Business Entity, You have the authority to bind such Business Entity; (d) the Owner of the Organization is duly authorised to represent and bind the Organization (and the Business Entity behind it, where applicable) for legal, compliance, billing, and administrative purposes; and (e) all registration information provided is true, accurate, complete, and not misleading.

4.2. Organizations and Roles

    4.2.1. Each User interacts with the Platform through a single Organization, which is the top-level unit for billing, access control, Credit allocation, and usage attribution on the Platform.

    4.2.2. The following roles exist within an Organization:

        4.2.2.1. Owner is the primary administrator of the Organization, with full control over billing, Account management, Services configuration, Credit allocation, and role assignments. Each Organization has one Owner;

        4.2.2.2. Member is an Authorised User with limited access rights, as determined by the Owner. Members may access, configure, and use the Services only within the scope permitted under the applicable Plan, but may not manage billing, other Members, or Credit allocation.

    4.2.3. Each Plan defines a maximum number of Authorised Users (seats). The Owner may invite additional Authorised Users up to the applicable seat limit.

    4.2.4. The Owner and the Organization are responsible for all activity conducted through the Organization’s Account, including all actions, omissions, instructions, configurations, use of the Services, and breaches of the Agreement by Members, Authorised Users, and any other persons who access or use the Platform through the Account credentials. The Organization shall ensure that each Member and Authorised User is duly authorised to act on its behalf, complies with the Agreement and applicable law, and is not a Restricted Person or otherwise subject to sanctions, asset-freezing measures, trade restrictions, or other restrictions that would make access to or use of the Platform unlawful or prohibited. SOAX may, but is not obliged to, verify, screen, or approve individual Members or Authorised Users.

    4.2.5. The Owner and the Organization are solely responsible for managing Members’ and Authorised Users’ access rights, including adding, removing, disabling, or updating access where any Member or Authorised User leaves the Organization, changes role, loses authority, or otherwise should no longer have access to the Account. Any use of the Platform through the Organization’s Account shall be deemed use by the Organization, regardless of whether the relevant individual remained internally authorised by the Organization at the time of such use, unless such use resulted solely from SOAX’s proven breach of its own security obligations.

4.3. Account Security

    4.3.1. You are solely responsible for maintaining the confidentiality and security of the Organization's Account credentials, including passwords, API keys, and access tokens.

    4.3.2. You must not share Account credentials with any third party or permit any unauthorized access to the Platform through the Organization's Account.

    4.3.3. You must promptly notify SOAX of any unauthorized use of the Organization's Account or any other breach of security.

    4.3.4. SOAX shall not be liable for any loss or damage arising from Your failure to comply with the obligations set out in this Clause.

5. Sanctions and Anti-Money Laundering

5.1. By registering an Organization and using the Platform, You represent and warrant on Your own behalf and, where applicable, on behalf of the underlying Business Entity that:

    5.1.1. You are not located in, organized under the laws of, or a resident of any country or territory that is subject to comprehensive sanctions imposed by the United Kingdom, the European Union, the United Nations, or the United States (including but not limited to measures administered by OFSI, the EU Council, and OFAC);

    5.1.2. You are not a Restricted Person, and none of Your directors, officers, partners, beneficial owners, or controlling persons is a Restricted Person.

    5.1.3. You are not engaging in, and will not use the Platform to facilitate, any activity that violates applicable sanctions, anti-money laundering, counter-terrorist financing, anti-bribery, export control, or other applicable compliance laws or regulations.

5.2. SOAX reserves the right, at any time to suspend, restrict, refuse, or terminate access to the Platform or any Service, in whole or in part, where SOAX determines, acting reasonably or in accordance with its internal compliance policies, that the User, the Organization, any Authorised User, the Owner, the underlying Business Entity, or any relevant beneficial owner, controller, representative, or payment source presents a sanctions, anti-money laundering, fraud, export control, or other material compliance risk, or where additional verification or review is required.

5.3. SOAX may require the User or any relevant person to provide information, explanations, declarations, or supporting documentation for sanctions, AML, KYC/KYB, fraud prevention, export control, or other compliance purposes, including in accordance with the KYC/KYB Policy and any other applicable compliance policies of SOAX. Failure to provide requested information in a timely or satisfactory manner may result in suspension, restriction, refusal, or termination of access to the Platform or any Service.

5.4. SOAX shall have no liability for any suspension, restriction, refusal of access, or termination implemented under this Clause. Any such measure shall not constitute a breach of the Agreement and shall not give rise to any compensation, service credit, extension of time, or other remedy, except to the extent required by mandatory applicable law.

5.5. Where SOAX determines that it is prohibited by applicable sanctions, anti-money laundering, export control, or other compliance laws from providing the Platform, any Service, funds, economic resources, or other value to the User or any relevant person, SOAX may terminate the Agreement immediately and shall have no obligation to process any refund, repayment, reimbursement, or release of unused Plan Fees, Top-Up Credits payments, Credits, or other prepaid amounts to the extent prohibited by applicable law.

6. Credits

6.1. Credits as Units of Platform Access

    6.1.1. Credits are recorded to the Organization’s Account (i) as Allocation Credits made available under the applicable Plan in accordance with the relevant commercial terms; and/or (ii) as Top-Up Credits, upon the Organization’s purchase of additional Credit entitlements. Credits function solely as an internal accounting, metering, and usage-allocation mechanism used by SOAX to measure and record the Organization’s permitted use of certain Platform functionality, technical resources, service capacity, and related Service entitlements under the Agreement. Credits do not themselves constitute a Plan, subscription, or general right of access to the Platform.

    6.1.2. For the avoidance of doubt, Credits: (a) are not money, currency, legal tender, or any form of stored value; (b) do not constitute a deposit, electronic money, digital wallet, stored value account, gift card, prepaid payment instrument, or financial instrument of any kind within the meaning of the UK Electronic Money Regulations 2011, Directive 2009/110/EC, any applicable US federal or state unclaimed property, gift card, or escheat law, or any equivalent legislation; (c) are not exchangeable, redeemable, or refundable for cash or any other monetary value, except to the extent expressly required by mandatory applicable law or expressly provided in the Billing and Refund Policy; (d) are not transferable between Organizations or Authorised Users and may not be sold, assigned, gifted, traded, or otherwise disposed of; (e) represent solely the quantified scope of the Organization’s contractual entitlement to use certain functionality, technical resources, service capacity, or other Service parameters made available under the Agreement; and (f) do not create any separate property right, payment claim, repayment right, stored-value entitlement, or other claim against SOAX, and are not subject to banking, payment services, stored value, or e-money regulation.

6.2. Service Deemed Performed upon Issuance of Credits and Provision of Access

    6.2.1. The corresponding Service entitlement is deemed rendered and performed at the time Allocation Credits are issued or allocated to the Organization’s Account following successful payment of the applicable Plan Fee, or at the time Top-Up Credits are issued or allocated following successful payment of the applicable Top-Up Credits price, and SOAX makes available access to the relevant Platform functionality in accordance with the applicable Plan, Product Description, Order Form, or Sandbox tier.

    6.2.2. For the avoidance of doubt, the Service entitlement is deemed rendered and performed irrespective of the extent to which the Organization subsequently consumes the issued or allocated Credits, provided that access to the relevant Platform functionality has been made available for the applicable Subscription Period, Validity Period of the Credits, or other period specified in the applicable Plan, Product Description, Order Form, or Sandbox tier.

    6.2.3. The Organization is responsible for organising its use of the Platform so as to consume Credits within their Validity Period. Unused Credits, once expired or forfeited in accordance with these Terms, may not be recovered, reinstated, or refunded.

6.3. Validity Period

    6.3.1. Unless otherwise expressly agreed in an Order Form or other written commercial terms made available by SOAX:

        6.3.1.1. where the Organization receives access to the Platform under a monthly Plan, any Allocation Credits made available under that Plan and any Top-Up Credits purchased by that Organization shall remain valid for sixty (60) calendar days from the date on which such Credits are granted or purchased; and

        6.3.1.2. where the Organization receives access to the Platform under an annual Plan, any Allocation Credits made available under that Plan and any Top-Up Credits purchased by that Organization may remain valid for up to twelve (12) months from the date on which such Credits are granted or purchased, as specified in the applicable Product Description, Order Form, or other written commercial terms made available by SOAX.

    6.3.2. Upon expiry of the applicable Validity Period, any unused Credits within the relevant grant are automatically forfeited and cannot be recovered, refunded, or reinstated.

    6.3.3. Where the Organization holds multiple grants of Credits with different expiry dates, Credits shall be consumed on a first-expiring-first basis.

    6.3.4. The Organization is informed of the expiry dates applicable to each Credit grant through its Account Dashboard. SOAX may, but is not obliged to, send additional notifications prior to the expiry of any Credit grant.

6.4. Burn Rates

    6.4.1. Credits are consumed by reference to the applicable unit of usage for the relevant Service (for example, per gigabyte of traffic for proxy-based Services, under the relevant Geo Tier and any other applicable Tier, or per request made through the Platform), at the applicable Burn Rate determined in accordance with the Platform’s internal usage metering and billing logic, including by reference to the applicable Tier (including any Geo Tier), Service, Plan, and other relevant commercial or technical parameters. For the purposes of metering, billing, and Credit deduction, SOAX’s internal usage records and calculations shall be authoritative. The User may maintain its own internal tracking or estimates for operational purposes, but may not rely on any alternative measurement, methodology, or third-party tracking to dispute or override SOAX’s determination of usage or applicable Burn Rates.

    6.4.2. The applicable Burn Rates are set out in the applicable Product Description and may be amended in accordance with Clause 13 (Modification of Terms).

6.5. Forfeiture on Termination

    6.5.1. Upon suspension or termination of the Organization’s Account by SOAX for material breach, violation of the AUP, fraud, abuse, sanctions- or compliance-related grounds, or any other ground set out in Clause 18.2, all Credits associated with the Account (whether Allocation Credits or Top-Up Credits) shall be immediately forfeited, regardless of their remaining Validity Period, and may not be recovered, reinstated, refunded, or transferred.

    6.5.2. Upon voluntary termination of the Subscription by the Organization, Credits may be frozen and remain consumable only to the extent and for the period expressly specified in the Billing and Refund Policy. However, upon closure or deletion of the Account, including where SOAX receives a request from the Organization to delete the Account, all Plans and Credits associated with that Account shall be immediately forfeited without any right to recovery, reinstatement, transfer, or restoration, including in the event that the same User, Organization, or any related person subsequently registers a new Account.

7. Auto-Renewal

7.1. The Platform may support auto-renewal functionality for certain Plans, payment methods, or billing flows. Auto-renewal may not be available or applicable in all cases, including for certain payment methods, invoicing arrangements, or other billing configurations made available by SOAX.

7.2. Where auto-renewal is available and enabled, SOAX may attempt to charge the applicable Plan Fee for the next Billing Cycle using the Organization’s designated payment method at the then-applicable rates. Where such charge is unsuccessful, or where renewal is handled by invoice without automatic charge functionality, the Organization remains solely responsible for reviewing any notice, invoice, or payment request issued by SOAX to the contact address provided by the User and for ensuring timely payment for the next Billing Cycle.

7.3. The payment period applicable to any renewal invoice, including following a failed auto-renewal charge or where renewal is invoiced without automatic charge functionality, shall be governed by the Billing and Refund Policy. If the applicable invoice is not paid within that period, the Organization’s Account shall be downgraded to the Sandbox tier in accordance with Clause 7.6.

7.4. SOAX shall not be liable for any suspension, downgrade, loss of access, change of configuration, or other adverse consequence resulting from the Organization’s failure to pay any renewal invoice within the applicable payment period.

7.5. Unless otherwise expressly agreed by SOAX in writing, including under a postpaid arrangement, access to the Platform is provided on a prepaid basis and is conditional upon successful advance payment of the applicable Plan Fee.

7.6. Automatic Downgrade to Sandbox on Non-Renewal

    7.6.1. If the Organization does not renew its paid Subscription by the end of the current Billing Cycle, including by disabling auto-renewal, cancelling the Subscription, failing payment, or failing to pay any invoice issued for renewal of the applicable Plan (whether on the same terms or on other terms selected by the Organization) within the payment period specified in the Billing and Refund Policy, the Organization’s access shall automatically transition to the Sandbox tier upon expiry of the applicable payment period or, where earlier applicable, at the end of the current Billing Cycle.

    7.6.2. Any automatic transition to the Sandbox tier may result in changes to the configuration, settings, available functionality, and access conditions of the Organization’s Dashboard and Account. Such transition may also automatically terminate or suspend access for any Authorised Users in excess of the number permitted under the Sandbox tier, and may otherwise apply the technical, functional, and usage limitations of the Sandbox tier to the Organization’s Account.

    7.6.3. The Organization’s existing Credits are not forfeited solely as a result of such automatic transition to the Sandbox tier. Credits granted prior to the transition remain usable on the Platform until the expiry of their respective Validity Periods, subject to (i) the functional, technical, and usage limits applicable to the Sandbox tier; and (ii) the other provisions of the Agreement, including these Terms, the AUP, and the Billing and Refund Policy.

    7.6.4. For the avoidance of doubt, no new Allocation Credits are granted under the Sandbox tier. The Organization may reactivate a paid Plan at any time, subject to the commercial terms, technical configuration, and compliance requirements then applicable.

8. Taxes

8.1. Unless expressly stated otherwise, prices published by SOAX on the Site, in the Dashboard, or otherwise made available to the User are stated exclusive of applicable taxes.

8.2. The amount of any applicable taxes may vary depending on the User’s jurisdiction, tax status, and other information relevant to the transaction. Where SOAX is required by applicable law to charge or collect taxes, such taxes may be added to the applicable invoice or charge.

8.3. Further details regarding tax treatment, invoicing, and any applicable tax collection are set out in the Billing and Refund Policy.

9. Consumer Withdrawal Rights (Individuals / B2C)

9.1. Applicability.

    9.1.1. If You are an Individual consumer and mandatory consumer protection law applicable in the relevant jurisdiction grants You a statutory right of withdrawal in respect of the Agreement or the purchase of Top-Up Credits, this Clause 9 shall apply solely to the extent required by such law. Except as so required, Plan Fees, Top-Up Credits payments, and Credits are non-refundable.

9.2. Service model and immediate performance.

    9.2.1. By registering for a Subscription or purchasing Top-Up Credits as an Individual, You expressly request SOAX to begin supplying the relevant service immediately before the expiry of any applicable withdrawal period. You acknowledge and agree that, in the case of a Subscription, the relevant service consists of making access to the Platform available in accordance with the selected Plan for the applicable subscription term, and that performance of such service begins when such access is made available. You further acknowledge and agree that, in the case of Top-Up Credits or other Credits issued to Your Account, the relevant service consists of making the corresponding credit-based service entitlement available within the Platform, and that performance of such service occurs upon issuance of those Credits to Your Account. Credits are non-refundable, expire in accordance with the Agreement, and do not constitute money, stored value, or a refundable balance, in each case subject always to mandatory applicable law.

9.3. Exercise of Withdrawal Rights

    9.3.1. Any Individual wishing to exercise a statutory withdrawal right should contact SOAX at support@soax.com or via the withdrawal flow made available in the Dashboard. SOAX may request information reasonably necessary to verify the claim and determine whether mandatory consumer protection law applies.

10. Permitted Uses of the Platform. Lawful Purposes.

10.1. The Platform may be used only for lawful purposes selected by the User and in accordance with the Agreement, including these Terms, the AUP, the applicable Product Description, and applicable law.

10.2. The User is solely responsible for determining whether and how any particular use of the Platform is lawful in the relevant jurisdiction(s), whether any applicable rights, restrictions, notices, permissions, consents, lawful bases, opt-outs, or machine-readable reservations must be observed, and whether any retrieved content, data, or output may be accessed, used, stored, processed, or further exploited under applicable law and third-party rights.

11. Intellectual Property

11.1. All rights, title, and interest in and to the Platform (including the Site, software, APIs, algorithms, documentation, design, graphics, text, trade names, trademarks, and all other intellectual property), as well as any proprietary methods, databases, data structures, technical solutions, know-how, and other proprietary materials embodied in or used in connection with the Platform, are and shall remain the sole and exclusive property of SOAX and/or its licensors. Except for the limited licence rights expressly granted in these Terms, no rights are granted to the User, whether by implication, estoppel, exhaustion, or otherwise.

11.2. Subject to Your continuing compliance with the Agreement, SOAX grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform solely for Your internal business operations (for Business Entities) or personal lawful purposes (for Individuals), during the term of Your Subscription (or the Sandbox tier, as applicable).

11.3. The User shall not, and shall not permit any third party to: (a) access, use, test, monitor, probe, analyse, benchmark, or interact with the Platform in any manner intended to identify, map, fingerprint, reverse-engineer, degrade, disrupt, circumvent, or otherwise compromise the Platform, its security, operational integrity, service logic, infrastructure, or technical limitations; (b) identify, collect, extract, map, fingerprint, disclose, publish, or otherwise derive information concerning SOAX’s node pool, mesh topology, supply composition, routing logic, infrastructure architecture, node-level attributes, or any other non-public technical or operational characteristics of the Platform, including IP addresses, ASN, ISP attribution, geolocation attributes, device, network, or node identifiers, or other identifying attributes of nodes, except to the extent expressly authorised by SOAX in writing; (c) use the Platform or any information obtained through the Platform to build, train, improve, benchmark, compare, validate, or support any competing product, service, infrastructure, data set, routing system, proxy network, web data collection service, browser execution environment, or other service that is substantially similar to, competitive with, or substitutable for the Platform or any part of it.

11.4. Publication of Platform-related information. The Customer may publish, disseminate, or otherwise make available to the public benchmarks, performance measurements, comparisons, analyses, reviews, reports, or other information relating to the Platform, provided that such publication is accurate, fair, lawful, not misleading, and is based only on information that is publicly available or reasonably observable by users of the Platform in the ordinary course of lawful use. Any such publication must not include SOAX’s Confidential Information or any non-public technical, commercial, pricing, operational, security, contractual, or customer-specific information, including any information disclosed or made available in connection with an Order Form, Enterprise arrangement, custom commercial terms, support communications, technical integration, security review, or any other specific arrangement between SOAX and the Customer. The Customer shall notify SOAX in writing of any intended publication at least fourteen (14) Business Days prior to publication and shall provide SOAX with a copy or reasonably detailed description of the intended publication upon request.

    11.4.1. Where any publication is made without the notice required under Clause 11.4, or contains confidential, non-public, misleading, inaccurate, materially incomplete, unlawfully obtained, defamatory, disparaging, or otherwise harmful information, or presents facts in a manipulated, selective, or misleading manner that is reasonably likely to damage SOAX’s reputation, goodwill, business, infrastructure, security, commercial interests, or customer relationships, SOAX may require the Customer to promptly remove, correct, supplement, or retract such publication. Upon SOAX’s request, the Customer shall also publish a correction, clarification, or retraction in a form and manner reasonably required by SOAX, including through the same channel or medium through which the original publication was made. SOAX reserves all rights and remedies available under the Agreement and applicable law, including the right to seek injunctive relief, indemnification, damages for breach of contract, loss of goodwill, reputational harm, loss of business, and any other remedies available in respect of defamatory statements, malicious falsehood, injurious falsehood, trade libel, or other unlawful publication.

11.5. Feedback. If You submit any comments, ideas, proposals, documents, or feedback regarding the Platform, SOAX is free to use them without any restriction or compensation to You, and receipt of such feedback does not waive any rights SOAX may have to use similar or related information previously known to it, developed by its personnel, or obtained from other sources.

11.6. Use of Customer Name and Logo. SOAX may use the Business Entity’s name and logo on its website or in marketing and promotional materials, including for factual statements of customer relationship, only with the Business Entity’s prior written consent. Such consent may be provided in an Order Form, by email, messenger or by other written approval from the Business Entity’s duly authorised representative. Any approved use shall be limited to the scope and purpose of the consent granted. Unless and until such consent is provided, SOAX shall not publicly identify the Business Entity as a customer or user of the Platform.

12. Third-Party Content and Third-Party Policies

12.1. The Platform enables the User to access, request, and receive Third-Party Content from third-party websites, applications, networks, and other resources on a pass-through, transport-and-execution basis. SOAX does not curate, endorse, control, or assume responsibility for any Third-Party Content, and no title, ownership, or proprietary right in or to any Third-Party Content is transferred to the User by virtue of the Platform’s operation.

12.2. The User shall ensure that any access to and use of Third-Party Content through the Platform, including accessing, retrieving, collecting, recording, storing, retaining, processing, using, or otherwise exploiting such Third-Party Content, complies with applicable law, third-party rights, and any applicable terms, policies, rules, restrictions, notices, permissions, or technical protection measures relating to the relevant third-party website, service, platform, content, or data source.

12.3. As a condition of using the Platform, the User shall not use the Platform to infringe any applicable law or third-party right, including intellectual property, database, privacy, publicity, or similar rights, or to engage in any activity prohibited by the Agreement or the AUP.

12.4. SOAX does not control and is not responsible for the terms, policies, restrictions, technical protection measures, or actions of any third-party website, service, platform, content source, or data source accessed through the Platform.

13. Modification of Terms

13.1. SOAX reserves the right to modify these Terms, the AUP, the Billing and Refund Policy, any Product Description, any Tier (including any Geo Tier), Burn Rate, any Geo Tier classification, and other elements of the Agreement from time to time by publishing an updated version on the Site and/or by notifying You by email or through the Platform Dashboard.

13.2. Any modification that directly affects the amount of the applicable Plan Fee shall take effect from the next unpaid Billing Cycle, unless otherwise required by applicable law or expressly agreed in writing.

13.3. Modifications that do not directly affect the amount of the applicable Plan Fee, including changes to available features, functionality, Service configuration, territorial coverage, Tier classifications, routing options, supplier-dependent features, and other operational parameters of the Platform or a Service, shall take effect on the date specified in the relevant notice or updated materials made available by SOAX. Where such changes must be implemented immediately or on an accelerated basis due to legal or regulatory requirements, supplier-side changes, infrastructure constraints, security risks, technical maintenance, force majeure, or other circumstances beyond SOAX’s reasonable control, SOAX may implement them without prior notice or with such notice as is reasonably practicable. Such changes shall not constitute a breach of the Agreement and shall not give rise to any refund, compensation, or extension of the applicable Subscription term unless they materially deprive the User of the overall benefit of the applicable Plan or Service.

14. Confidentiality

14.1. "Confidential Information" means any information, material, or document disclosed or otherwise made available by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with the Agreement, whether in electronic, oral, visual, written, or any other form, that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure or access. Confidential Information includes, without limitation, any non-public information, materials, specifications, technical descriptions, documentation, commercial information, pricing, security or compliance materials, onboarding materials, Product Descriptions or service parameters made available outside the public perimeter, and any Order Form, statement of work, amendment, or other contract or document entered into between the parties in connection with the Agreement.

14.2. The Receiving Party shall: (a) use the Confidential Information solely for the purposes of performing its obligations or exercising its rights under the Agreement; (b) protect the confidentiality of the Confidential Information with at least the same degree of care it uses for its own confidential information of a similar nature, and in any event no less than reasonable care; and (c) not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except to its employees, officers, advisors, affiliates, and subcontractors who have a need to know it for the purposes of the Agreement and are bound by confidentiality obligations no less protective than those set out herein.

14.3. The obligations of confidentiality do not apply to information that the Receiving Party can demonstrate: (a) is or becomes publicly available through no breach of this Clause by the Receiving Party; (b) was lawfully known to the Receiving Party before disclosure by the Disclosing Party; (c) is lawfully received from a third party without breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information. The Receiving Party may also disclose Confidential Information to the extent required by applicable law, regulation, court order, or binding request of a competent authority, provided that, to the extent legally permitted, it gives the Disclosing Party reasonable prior notice and reasonably cooperates with any request for protective treatment.

14.4. Without limitation to Clause 14.1, any individually negotiated commercial terms, any non-public information relating to the Platform, its infrastructure, node pool, mesh topology, supply composition, routing logic, technical, operational, security, compliance, or commercial arrangements, any Order Form, and any other separate agreement, proposal, quote, statement of work, amendment, contract, document, material, communication, statement, note, summary, analysis, or other information entered into, exchanged, disclosed, discussed, demonstrated, displayed, shared, or otherwise made available between the parties, whether in electronic, oral, visual, written, recorded, platform-based, or any other form, in connection with the Agreement, any pre-contractual discussions, sales, support, account-management, onboarding, technical, commercial, security review, integration, enterprise, or other tailored communications, shall be deemed Confidential Information of both parties.

14.5. The confidentiality obligations under this Clause shall survive termination of the Agreement for a period of three (3) years. However, confidentiality obligations relating to trade secrets, source code, algorithms, technical specifications, security controls, enforcement mechanisms, routing logic, pricing logic, Burn Rate logic, node pool, mesh topology, supply composition, infrastructure architecture, supplier arrangements, or other non-public technical, operational, security, or commercial information of SOAX shall continue for so long as such information remains confidential, non-public, or legally protectable under applicable law.

15. Disclaimer of Warranties

15.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SOAX EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, LAWFULNESS, ACCURACY, SECURITY, OR ABSENCE OF VIRUSES OR DEFECTS.

15.2. SOAX does not warrant that: (a) the Platform will be uninterrupted, error-free, or available at all times; (b) any defects will be corrected; (c) any feature or functionality in the Platform or the Platform itself will continue to be made available; (d) the Platform will meet Your specific requirements; (e) the results obtained through the Platform will be accurate, complete, or lawful; or (f) the Platform will be compatible with any third-party software, applications, or services.

15.3. No advice or information, whether oral or written, obtained from SOAX or through the Platform shall create any warranty not expressly made in these Terms.

16. Limitation of Liability

16.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SOAX, ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR REPUTATIONAL DAMAGE, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, EVEN IF SOAX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2. SOAX's total aggregate liability under or in connection with these Terms, whether in contract, tort, or otherwise, shall not exceed the total Plan Fees and Top-Up Credits prices actually paid by the Organization to SOAX during the three (3) month period immediately preceding the event giving rise to the claim.

16.3. Nothing in these Terms shall exclude or limit either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) wilful misconduct; or (d) any other liability that cannot be lawfully excluded or limited.

17. Indemnification

17.1. By the User. The User shall indemnify, defend, and hold harmless SOAX and its affiliates, officers, directors, employees, agents, contractors, service providers, suppliers, licensors, and infrastructure providers from and against any and all claims, demands, actions, proceedings, investigations, damages, losses, liabilities, fines, penalties, costs, and expenses, including reasonable legal fees, arising from or in connection with:

      (a) Your or Your Authorised Users’ use of the Platform in violation of these Terms, the AUP, any Product-Specific Terms, or applicable law;

      (b) any claim by a third party that Your or Your Authorised Users’ use of the Platform infringes, misappropriates, or otherwise violates such third party’s intellectual property, database, privacy, publicity, contractual, or other rights, or causes harm to such third party;

      (c) Your breach of any representation, warranty, covenant, or obligation under these Terms;

      (d) any Third-Party Content accessed, retrieved, collected, recorded, stored, retained, processed, used, transmitted, or otherwise exploited by You or Your Authorised Users through the Platform; or

      (e) any allegation relating to unauthorized access, circumvention of access controls or technical protection measures, breach of third-party terms or policies, unlawful scraping, crawling, automated access, data collection, or other unlawful or unauthorized activity carried out by You or Your Authorised Users through the Platform.

17.2. SOAX shall promptly notify You of any such claim, provide reasonable cooperation at Your expense, and allow You to control the defence and settlement, provided that You may not settle any claim in a manner that admits liability on behalf of SOAX, imposes any obligation on SOAX, or affects SOAX’s rights, business, reputation, or operations without SOAX’s prior written consent.

18. Termination

18.1. Termination by the Organization (User). The Organization may terminate its Subscription at any time by cancelling the applicable Plan through the Dashboard. Unless otherwise expressly provided in the Billing and Refund Policy or required by mandatory applicable law, voluntary termination by the Organization shall not give rise to any refund. Unless the Organization also requests closure or deletion of the Account, the Organization’s access under the applicable paid Plan may remain available until the end of the then-current paid Billing Cycle, after which the Organization may be transitioned to the Sandbox tier in accordance with Clause 7.6.1, and any Credits may remain available only to the extent and for the period specified in Clause 7.6.3 and the Billing and Refund Policy. Where the Organization requests closure or deletion of the Account, Clause 6.5.2 shall apply, including immediate forfeiture of associated Credits and termination of access to the Platform through that Account.  Different rules may apply where expressly agreed in an applicable Order Form or other written commercial terms between SOAX and the Organization.

18.2. Termination by SOAX for Cause. SOAX may, immediately and without prior notice, suspend, restrict, condition, partially disable, or terminate the Organization’s Account, access to the Platform, or any Service, in whole or in part, where SOAX reasonably determines that such action is appropriate having regard to the nature of the relevant breach, risk, or legal requirement. Depending on the circumstances and to the extent permitted by applicable law, SOAX may, in its discretion, either immediately terminate access in full and forfeit associated Credits, or impose only such partial or temporary restrictions as SOAX considers appropriate. SOAX may take any such action if:

      (a) the User is in material breach of these Terms, the AUP, Billing and Refund Policy or any applicable Product Description;

      (b) the User's use of the Platform poses a security, supply-side integrity, or network risk to SOAX, its network, its supply-side partners, or any third party;

      (c) the User fails to pay any amounts due under these Terms and applicable Product Description;

      (d) the User fails to comply with any KYC/KYB verification request;

      (e) continued provision of the Platform to the User would, in SOAX's reasonable opinion, subject SOAX or any third party to liability, regulatory risk, or reputational harm (including in connection with sanctions, anti-money laundering, or data protection laws); or

      (f) the User becomes insolvent, enters administration, or is subject to any insolvency or bankruptcy proceedings.

18.3. Termination for Convenience by SOAX. SOAX may terminate the Agreement for convenience, without cause and without any obligation to disclose the reasons for such decision, provided that the User is not in breach of the Agreement. In such case, SOAX may either:

      (a) elect not to renew the Subscription for the next Billing Cycle, in which case the Agreement shall terminate at the end of the current paid Billing Cycle; or

      (b) terminate the Agreement earlier by giving prior written notice to the User specifying the effective date of termination in such notice.

    18.3.1. Where SOAX terminates the Agreement under paragraph (b) above, SOAX shall refund the unused portion of the applicable prepaid Plan Fee on a pro rata basis, calculated by reference to the period remaining after the effective date of termination. This Clause applies only where termination occurs other than for cause, breach, fraud, abuse, compliance concerns, or any other ground entitling SOAX to suspend or terminate under Clause 18.2.

18.4. Effect of Termination. Upon termination for cause: (a) all rights and licences granted to You under these Terms shall immediately cease; (b) You must immediately stop using the Platform; (c) all unused Credits shall be forfeited in accordance with Claus 6.5; (d) all outstanding amounts shall become immediately due and payable.

18.5. Survival. Clauses that by their nature should survive termination shall survive, including (without limitation) Clauses 6 (Credits, to the extent of forfeiture), 11 (Intellectual Property), 14 (Confidentiality), 15 (Disclaimer of Warranties), 16 (Limitation of Liability), 17 (Indemnification), and 19 (Governing Law).

19. Governing Law and Dispute Resolution

19.1. Severability. If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision; the remainder of these Terms shall continue in effect.

19.2. These Terms are governed by laws of England. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

19.3. All disputes related to these Terms shall be resolved by negotiations between the parties, which agree to make all efforts to resolve the dispute. If the Parties fail to reach consent, the disputes shall be resolved by arbitration under the London Court of International Arbitration (LCIA), which Rules are deemed to be incorporated by reference into this Clause.

19.4. In addition, both You and We agree to bring any dispute in arbitration on an individual basis only, and not on a class, collective, or representative basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class, collective, representative or private attorney general action, or as a member in any such class, collective, representative or private attorney general proceeding.

19.5. These Terms constitutes the entire agreement between You and SOAX ltd with regard to its subject matter and supersedes any and all prior negotiations, representations and agreements, whether written or oral, between You and Us.

20. Miscellaneous

20.1. Entire Agreement. The Agreement (comprising these Terms, the AUP, Billing and Refund Policy, the applicable Product Description, any applicable of, and the Related Policies and Documents) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, and agreements, whether written or oral.

20.2. Data Protection and Privacy. SOAX processes personal data in accordance with its Privacy Policy and, where applicable, the Data Processing Addendum ("DPA"), both of which are available on the Site and incorporated by reference into these Terms.

20.3. No Waiver. The failure of either party to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

20.4. Assignment. You may not assign, delegate, or transfer Your rights or obligations under these Terms without the prior written consent of SOAX. SOAX may freely assign its rights and obligations under these Terms, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.

20.5. No Partnership. Nothing in these Terms shall be construed as creating a joint venture, partnership, employment, or agency relationship between the User and SOAX.

20.6. Force Majeure. Neither party shall be liable for any failure or delay in the performance of its obligations under these Terms to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including natural disasters, acts of government, pandemics, wars, terrorism, labour disputes, internet or telecommunications failures, or third-party service disruptions.

20.7. Notices. All notices under these Terms shall be provided via email to the email address associated with the Organization's Account (for notices to You) or to support@soax.com (for notices to SOAX). Notices to SOAX shall be deemed received 48 hours after being sent via email.

20.8. Language. These Terms are drafted in the English language. In the event of any conflict between the English version and any translation, the English version shall prevail.

20.9. Export Controls and Sanctions. The Platform may be subject to export controls and economic sanctions laws, regulations, and requirements. By using the Platform, You represent and warrant that You are not located in, under the control of, or a national or resident of any country or territory subject to comprehensive sanctions, and that You will not export, re-export, or make available the Platform (or any part thereof) in violation of such laws.

20.10. Government Users. The Platform is a commercial product developed fully at private expense. If the User is a government agency, department, or other governmental entity, such User must enter into a separate written agreement with SOAX in advance of use. Any unauthorized or other use is prohibited.

20.11. No Modification by User. No modification to these Terms by the User is permitted. Any purported modification without SOAX's express written consent shall be void and of no effect.

Part B — Acceptable Use Policy (AUP)

This Acceptable Use Policy (the "AUP") supplements and forms part of the Terms. Capitalised terms used in this AUP have the meanings given to them in the Terms.

This Acceptable Use Policy (the "AUP") supplements and forms part of the Terms. Capitalised terms used in this AUP have the meanings given to them in the Terms.

1. General Principles

1.1. You may use the Platform only for lawful purposes and in a manner consistent with the Agreement, this AUP, applicable law, and any applicable rights, restrictions, terms, policies, notices, lawful bases, permissions, or technical protection measures relating to third-party websites, services, platforms, content, or data sources accessed through the Platform.

1.2. The prohibitions set out in this AUP are not exhaustive. SOAX may determine that additional conduct is prohibited where such conduct is inconsistent with the Agreement, applicable law, the security or integrity of the Platform, or the rights or legitimate interests of SOAX or third parties.

1.3. The Platform and the Services are general-purpose technological solutions and are not designed, marketed, authorised, or intended for use in unfair, deceptive, misleading, abusive, or manipulative commercial practices, including manipulation of rankings, reviews, traffic, attribution, pricing, advertising, analytics, marketplace visibility, search results, or other commercial systems.

2. Prohibited Uses

2.1. You must not use, and must not encourage, enable, or assist others to use, the Platform:

      (a) in violation of any applicable law, regulation, court order, or binding requirement of a competent authority;

      (b) in a manner that infringes, misappropriates, or otherwise violates any third-party right, including intellectual property, database, privacy, publicity, confidentiality, contractual, or proprietary rights;

      (c) to engage in fraud, deception, phishing, impersonation, spam, unsolicited commercial communications, or other misleading or abusive conduct;

      (d) to engage in, facilitate, support, or enable any unfair, deceptive, misleading, abusive, manipulative, or otherwise unlawful commercial practice, including practices intended to mislead consumers, competitors, marketplaces, advertising networks, search engines, online platforms, review systems, ranking systems, price-comparison tools, attribution systems, traffic measurement systems, or other commercial or public-facing digital environments;

      (e) to distribute, transmit, execute, facilitate, or support malware, ransomware, spyware, malicious code, or other harmful technology, or to support credential theft, account compromise, or unauthorised access;

      (f) to materially degrade, disrupt, interfere with, overload, or damage the availability, stability, reliability, performance, or integrity of the Platform, SOAX infrastructure, supply-side providers, third-party networks, or third-party websites or services, including through denial-of-service activity, abusive automation, credential stuffing, account takeover attempts, or disproportionate traffic patterns;

      (g) knowingly to bypass, defeat, circumvent, or interfere with authentication, login, account verification, paywall, access-control, or other technical protection mechanisms protecting non-public resources, to access accounts, sessions, credentials, session tokens, or credential-gated content without authorisation, or to engage in any activity that would constitute circumvention of technological protection measures, unauthorised access, or equivalent prohibited conduct under applicable law.

      (h) to disclose, contribute, transmit, or otherwise make available to any third party any IP addresses, ASN, ISP attribution, geographic origin, routing characteristics, node identifiers, or other node-level attributes obtained through use of the Platform, where such activity is intended or reasonably likely to enrich, build, train, validate, or improve any IP intelligence, proxy detection, VPN detection, fraud scoring, reputation, blocklist, traffic classification, or similar database, dataset, model, or service, or to facilitate the detection, classification, restriction, degradation, or blocking of SOAX-egress traffic.

      (i) to probe, scan, test, map, reverse engineer, or otherwise attempt to discover or circumvent the Platform’s internal architecture, security controls, routing logic, node pool, mesh topology, supply composition, supplier arrangements, pricing logic, or enforcement mechanisms, except to the extent expressly authorised by SOAX in writing;

      (j) to resell, sublicense, lease, redistribute, white-label, or otherwise make the Platform available to any third party without SOAX’s prior written consent;

      (k) to build, enhance, or operate a competing service or to assist any third party in doing so;

      (l) to create multiple Accounts, use false or misleading identity information, or otherwise circumvent account limits, pricing, trials, verification requirements, compliance controls, or other restrictions imposed by SOAX;

      (m) for any activity involving child sexual abuse material, exploitation of minors, trafficking, terrorism, paramilitary or espionage activity, unlawful weapons activity, or any other unlawful or harmful activity of comparable gravity;

      (n) to store, process, distribute, or use stolen data, unlawfully obtained data, payment card data obtained without authority, or data used for carding, financial fraud, or other unlawful financial activity; or

      (o) to facilitate, encourage, or promote any of the foregoing.

3. Data Protection, Privacy, and AI-Related Restrictions

3.1. Without limiting Clause B.2, You must not use the Platform:

      (a) to process personal data in breach of applicable data protection, privacy, e-privacy, consumer protection, surveillance, biometrics, children’s data, anti-discrimination, or artificial intelligence laws or regulations;

      (b) to collect, compile, enrich, train, fine-tune, evaluate, commercialise, or otherwise use biometric, facial recognition, emotion recognition, profiling, or similar datasets, models, or systems except where clearly permitted by applicable law and supported by all required lawful bases, notices, consents, permissions, and safeguards;

      (c) to collect, use, infer, or otherwise process special category personal data, sensitive personal data, or personal data relating to minors without all lawful bases and conditions required by applicable law;

      (d) to circumvent, undermine, or interfere with any privacy notices, opt-outs, machine-readable reservations, consent mechanisms, data subject rights, or similar legal protections; or

      (e) to create datasets, train models, or generate outputs for unlawful surveillance, prohibited AI practices, discriminatory decision-making, harassment, doxing, intimidation, or other unlawful or harmful purposes.

4. Third-Party Content and Restrictions

4.1. You are solely responsible for determining whether and how any Third-Party Content may be lawfully accessed, retrieved, used, stored, processed, or otherwise exploited through the Platform.

4.2. You must not use the Platform in breach of any applicable laws, third-party rights, or binding rules, terms, policies, permissions, consents, or restrictions applicable to the relevant Third-Party Content or its source.

4.3. SOAX does not control and is not responsible for the policies, restrictions, or actions of any third-party website, service, platform, content source, or data source.

5. Account, Access, and Platform Integrity

5.1. You are responsible for maintaining the security of Your Account credentials, API keys, access tokens, and related access methods.

5.2. You must not share credentials with unauthorised persons, use another person’s Account without authorisation, or attempt to bypass access restrictions, seat limits, usage limits, or other controls applicable to Your Plan or Account.

5.3. SOAX may implement technical guardrails, access controls, domain or port restrictions, verification requirements, or other protective measures on the Platform. Access beyond such restrictions may require additional approval, verification, or compliance review by SOAX.

6. Monitoring and Enforcement

6.1. SOAX may, but is not obliged to, monitor use of the Platform by means of automated tools, internal monitoring systems, manual review measures, and compliance controls for the purposes of usage metering, security, fraud prevention, compliance review, enforcement of the Agreement, and protection of the Platform, SOAX, its partners, users, infrastructure, and third parties.

6.2. SOAX may request explanations, supporting information, declarations, or documentation in connection with any actual or suspected breach of this AUP, the Agreement, or applicable law, or in connection with compliance, risk, or abuse review.

6.3. If SOAX reasonably determines that a breach of this AUP has occurred, is likely to occur, or that the User has failed to provide reasonably requested information or cooperation, SOAX may take any action it considers appropriate, including suspending, restricting, conditioning, throttling, rate-limiting, blocking, rerouting, or terminating access to the Platform, any Account, any Authorised User, or any part of the Services, in whole or in part.

6.4. SOAX may report suspected unlawful activity to law enforcement, regulators, competent authorities, third-party rights holders, or other appropriate persons, and may preserve, review, or disclose information to the extent SOAX reasonably considers necessary or appropriate to comply with applicable law, legal process, binding requests, or legitimate enforcement or compliance needs. SOAX shall not be obliged to notify the User of any such action where notification is prohibited or restricted by applicable law, legal process, binding request, or official instruction, unless and until such notification is permitted.

6.5. Actions taken under this Clause shall not give rise to any right of refund, compensation, damages, service credits, or other remedy, except to the extent required by mandatory applicable law.

7. Abuse Reports

7.1. SOAX maintains a mechanism for receiving abuse reports from third parties. Abuse reports may be submitted via support@soax.com or through the form available on the Site. SOAX will review and process abuse reports in accordance with its internal procedures and applicable law.

Part C — Billing and Refund Policy

SOAX LTD — Billing and Refund Policy Version: 1.0 | Last updated: 1 June 2026

Preamble

This Billing and Refund Policy (the “Policy”) is issued SOAX LTD, a company incorporated under the laws of England and Wales under registered number 11828506, with its registered office at The Charter Building, Uxbridge, England, UB8 1JG (“SOAX”, “we”, “us” or “our”), and sets out the billing, payment, credit-issuance and refund rules that apply to your use of the SOAX platform.

This Policy forms part of the SOAX Terms of Use (the “ToU”) and is incorporated into the ToU by reference. Capitalised terms used but not defined here have the meanings given in the ToU.

1. Definitions

“Billing Cycle” means the recurring period (of thirty (30) calendar days for monthly plans, or, where an annual Plan has been selected, of three hundred sixty-five (365) calendar days) during which a Subscription is active and for which Subscription Fees are charged.

“Billing Cycle Anchor” means the timestamp at which a Subscription becomes active following successful payment, from which successive Billing Cycles are measured.

“Auto-Downgrade” means the automatic transition of a paid Plan to the Sandbox tier following non-payment of a Renewal Invoice within the set period.

“Invoice” means an invoice issued by SOAX via the billing system in respect of a Plan Fee, a Top-Up Credits or an Overage Fee.

“Renewal Invoice” means the Invoice issued for the next Billing Cycle of a paid Plan at the start of that cycle.

“Due Date” means the date and time by which an Invoice becomes payable, calculated as twenty-four (24) hours from the time of issuance of the relevant Invoice, unless a different payment term is expressly stated in that Invoice.

“Full Credit Note” means a credit note auto-issued by SOAX via its billing system fully cancelling an unpaid Invoice where no Credits have been issued and no service has been delivered.

“Adjustment Credit Note” means a credit note auto-issued by SOAX via its billing system reducing a Renewal Invoice by the unused portion of the relevant Billing Cycle (and associated VAT) following an Auto-Downgrade.

"Overage Fee" means the charges payable by the Organization for usage of the Platform that exceeds the coverage provided by the Allocated Credits available to the Organization at the time of such usage. Overage Fees apply only where a postpaid or overage-enabled billing arrangement has been expressly agreed by SOAX for that Organization. Overage Fees are calculated by reference to the applicable Credits Burn Rates and Plan and billed in accordance with this Billing and Refund Policy.

“Overage-Enabled Plan” means a Plan identified in the applicable Product Description as eligible for postpaid billing of Overage Fee(s), available only to KYB-verified Users.

“Late Payment Interest” means the interest charge that may be applied to any overdue amount that remains unpaid after expiry of the applicable Grace Period, accruing from the Due Date in accordance with Clause 4.

“Grace Period” means the period of thirty (30) calendar days following the applicable Due Date, unless a different grace period is expressly stated in the relevant Invoice, Order Form or Product Description.

2. Scope and Acceptance

2.1. This Policy applies to all Organizations that access or use the SOAX platform, irrespective of whether on the Sandbox tier, a self-serve paid Plan or the Overage-Enabled Plan. By registering for the Platform, by purchasing any Plan or Top-Up Credits, or by continuing to use the Platform after the effective date stated above, you agree to be bound by this Policy.

2.2. Whether the Organization is a Business Entity or an Individual, these Terms are accepted by click-wrap at the point of Account registration and again at the point of each paid transaction.

2.3. The currency of billing under this Policy is US Dollars (USD), unless the applicable Order Form or Product Description expressly specifies a different currency. The payment provider(s) available on the Site may offer currency conversion or alternative means of payment, including stablecoins.

3. Plans, Pricing, Taxes and Billing Cycle

3.1. Plans. The pricing, Burn Rates, Validity Period and Subscription terms displayed to the Organization at the point of purchase (including the checkout page) reflect the applicable commercial terms for the relevant Billing Cycle. In the event of any discrepancy between such terms and the information set out elsewhere on the Site or in a Product Description, the terms displayed at the point of purchase shall prevail.

3.2. The Billing Cycle is 30 calendar days for monthly Plans or, where an annual Plan has been selected, 12 months (365 calendar days). Each successive Billing Cycle is measured from the Billing Cycle Anchor.

3.3. Plan and Credit Model:

    3.3.1. Paid Plans, including self-serve paid Plans and Overage-Enabled Plans, carry a recurring Plan Fee, may include usage entitlements measured in Allocation Credits issued per Billing Cycle, and allow the purchase of additional Top-Up Credits.

    3.3.2. Sandbox carries no Plan Fee and issues no Allocation Credits; usage is fully prepaid via Top-Up Credits.

    3.3.3. Where a Overage-Enabled Plan or other overage-enabled billing arrangement has been expressly agreed by SOAX, any usage of the Platform that exceeds the Allocation Credits available to the Organization during the relevant Billing Cycle shall trigger Overage Fees. Unless otherwise specified in the applicable Order Form or Product Description, such Overage Fees become billable upon expiry of the relevant Billing Cycle or Subscription term and are invoiced in accordance with this Billing and Refund Policy.

Two types of Credits exist:

    3.3.4. Allocation Credits may be included in paid Plans, are issued only after successful payment of the corresponding Plan Fee Invoice, and have a lifecycle (including Validity Period) defined by the Plan.

    3.3.5. Top-Up Credits may be purchased at any time (on any Plan, including Sandbox), are issued only after successful payment of the corresponding Top-Up Credits Invoice, and follow the Validity Period and rollover rules defined in the applicable Product Description.

3.4. Taxes

    3.4.1. All Plan Fees, Top-Up Credits prices and Overage Fees are stated exclusive of applicable taxes (including VAT, sales tax, GST or equivalent) unless expressly stated otherwise. Where SOAX is required by applicable law to collect and remit taxes, the appropriate amount will be added to the Invoice or deducted from the payment, as applicable.

    3.4.2. If the Organization is a Business Entity established in a jurisdiction where a reverse-charge or self-assessment mechanism applies (including the UK and EU Member States for cross-border B2B supplies), the Organization must provide SOAX with a valid tax identification number (e.g. a VAT number) at the point of registration or, at the latest, at first invoicing. Failure to do so may result in the application of standard VAT rates and recharacterisation of the Invoice as B2C.

    3.4.3. Business Entities acknowledge the importance of correct tax identification to preserve the B2B character of the relationship for VAT, consumer-protection and contractual purposes. SOAX is not obliged to reissue Invoices to reflect tax identification details supplied after invoicing.

3.5. Regular Plan Activation

    3.5.1. Initial activation of a paid Plan. A paid Plan purchased for the first time becomes active only upon SOAX’s successful receipt of the corresponding payment. Until payment is successfully received by SOAX, the relevant Subscription will not be activated, no Billing Cycle Anchor will be set, and no Allocation Credits will be issued.

    3.5.2. Pending payment status. Where payment is delayed, declined, held for review, or otherwise not completed due to any issue involving the payment provider, the Organization’s bank, card issuer, payment service provider, or other payment intermediary, the corresponding order may remain in a pending or unpaid status. SOAX is not responsible for such delays or failures, and the relevant Plan will not become active unless and until the corresponding payment is successfully received by SOAX.

    3.5.3. Renewal Invoice. Upon reaching the Billing Cycle Anchor for the next Billing Cycle, SOAX’s billing system will issue a Renewal Invoice for the applicable Plan Fee. Unless otherwise specified in the applicable Product Description, the Renewal Invoice becomes payable within twenty-four (24) hours from the time of issuance, by the Due Date.

    3.5.4. Non-payment of Renewal Invoice. If the Renewal Invoice is not paid by the Due Date, the relevant paid Plan will be automatically downgraded to Sandbox. Following such Auto-Downgrade, SOAX will issue an Adjustment Credit Note in respect of the unused portion of the relevant Billing Cycle.

    3.5.5. Effect of Auto-Downgrade. Following Auto-Downgrade, no new Allocation Credits will be issued under the paid Plan. The Organization may continue to use any previously issued and unexpired Credits, subject to their applicable Validity Period, Sandbox pricing, limits and functionality, and may purchase Top-Up Credits in accordance with this Policy.

    3.5.6. Charge for delivered portion before Auto-Downgrade. Where a Renewal Invoice is not paid by the Due Date and the paid Plan is automatically downgraded to Sandbox, SOAX may charge the Organization for the delivered portion of the relevant Billing Cycle, calculated pro rata from the Billing Cycle Anchor until the Due Date, together with any applicable VAT or other taxes. SOAX may collect such amount by any available payment method, including by charging the payment method previously authorised by the Organization for automatic payments where the attempted renewal payment failed due to insufficient funds or other payment failure, by applying any available Customer Balance, or by issuing a separate Invoice for the unpaid delivered portion.

3.6. Overage-Enabled Plan Activation and Billing

    3.6.1. Overage-Enabled Plan activation. A Overage-Enabled Plan becomes active upon SOAX’s approval of the Organization for postpaid billing, subject to successful KYB verification, any applicable credit approval, and the commercial terms set out in the applicable Order Form or Product Description.

    3.6.2. Billing Cycle and recurring Invoices. Unless otherwise agreed by the parties, a Overage-Enabled Plan is subject to a Billing Cycle of thirty (30) calendar days or, where an annual Plan has been selected, twelve (12) months. Recurring Plan Fee Invoices and Renewal Invoices are payable in the ordinary course in accordance with this Policy and the applicable Order Form or Product Description.

    3.6.3. Overage Fee Invoices. Where the Organization’s usage exceeds the available Credits or other usage entitlement available under the Overage-Enabled Plan, SOAX may issue an additional Invoice for the applicable Overage Fees at the end of each month unless other period was agreed in writing. Overage Fees are calculated by reference to the applicable Burn Rates and Plan and are payable in accordance with the payment terms applicable to the Overage-Enabled Plan. Any unpaid Overage Fees may accrue Late Payment Interest in accordance with Clause 4.

    3.6.4. Payment terms for Overage-Enabled Plans. SOAX may agree individual payment terms for Overage-Enabled Plans in the applicable Order Form or Product Description. Unless otherwise expressly agreed, the payment term for any Overage-Enabled Plan Invoice, including any Overage Fee Invoice, shall not exceed the Grace Period.

    3.6.5. Non-payment of Renewal Invoices. Renewal Invoices for Overage-Enabled Plans may be issued in advance for the relevant Billing Cycle. If a Renewal Invoice is not paid when due, SOAX may, at its discretion, suspend the Organization’s access to the Platform and/or apply Auto-Downgrade to Sandbox, without prejudice to SOAX’s right to recover any outstanding amounts.

    3.6.6. Late payment of Overage Fees and other overdue amounts. If any Overage Fee Invoice or other amount payable under a Overage-Enabled Plan remains unpaid for more than the duration of the Grace Period, SOAX may charge Late Payment Interest or other applicable late-payment charges in accordance with Clause 4.

    3.6.7. Continued access despite payment delay. If SOAX elects not to suspend access to the Platform or not to apply Auto-Downgrade despite delayed payment, this shall not constitute a waiver of SOAX’s rights, including the right to recover any overdue amount and to apply Late Payment Interest in accordance with Clause 4.

    3.6.8. Measurement of usage and traffic. For billing purposes, all usage of the Platform, including Credits consumption, Overage Fees, traffic volume, and any other applicable usage metrics, shall be determined based on SOAX’s internal metering, reporting, and billing systems.

        3.6.8.1. Usage is measured at the level of SOAX’s infrastructure based on the volume of data relayed through the Platform. Unless otherwise specified for a particular Service, Product Description, Order Form, or applicable documentation, such measurement includes both inbound and outbound traffic. Measured traffic may include data associated with successful requests, partial responses, retries, interrupted connections, and other traffic processed by SOAX’s infrastructure.

        3.6.8.2. Traffic volume is measured in decimal gigabytes (GB), where 1 GB equals 1,000,000,000 bytes.

        3.6.8.3. The Organization acknowledges that third-party systems may measure usage using different methodologies, units, timing, or measurement points within the request or connection lifecycle. As a result, discrepancies between the Organization’s internal tracking and SOAX’s systems may occur.

        3.6.8.4. In the event of any such discrepancy, SOAX’s measurements shall prevail for billing purposes, unless the Organization provides clear evidence of a manifest or disproportionate error. In such case, the Parties shall cooperate in good faith to investigate and resolve the discrepancy.

3.7. Renewal

    3.7.1. Until the Renewal Invoice is paid (within the allowed payment window):

(a) no new Allocation Credits are issued for the next Billing Cycle; and

(b) the Organization may continue to use previously issued Credits under the current Plan, subject to their Validity Period.

    3.7.2. Reactivation of the original paid Plan requires the Organization to select the Plan again and complete payment in the normal manner (late payment of the overdue Renewal Invoice does not automatically reactivate the paid Plan).

4. Late Payments

4.1. Late Payment Interest. If any amount payable by the Organization under this Policy, the ToU, an Order Form, a Product Description or any Invoice remains unpaid after expiry of the applicable Grace Period, SOAX may charge Late Payment Interest on the overdue amount at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, if lower. Late Payment Interest shall accrue on a daily basis and may be compounded monthly.

4.2. Retroactive accrual from Due Date. If Late Payment Interest becomes chargeable under Clause 4.1, it accrues retroactively from the Due Date until the overdue amount is paid in full, whether before or after judgment. For the avoidance of doubt, the Grace Period does not postpone the date from which Late Payment Interest accrues; it only postpones SOAX’s right to charge Late Payment Interest if the overdue amount remains unpaid after expiry of the Grace Period.

4.3. Scope. Late Payment Interest may apply to any overdue amount, including unpaid Plan Fees, Renewal Invoices, Overage Fees, delivered-portion charges, taxes, administrative costs, chargeback-related amounts and any other amounts owed by the Organization to SOAX.

4.4. No waiver. SOAX’s decision not to suspend access, not to apply Auto-Downgrade, or not to charge Late Payment Interest immediately does not constitute a waiver of SOAX’s right to charge Late Payment Interest or recover the overdue amount later.

4.5. Other rights and remedies. Late Payment Interest is without prejudice to SOAX’s other rights and remedies under this Policy, the ToU, the applicable Order Form, the Product Description, and applicable law, including the right to suspend access, apply Auto-Downgrade, terminate the Account, recover collection costs, and pursue payment of the outstanding amount.

5. Credit Validity, FIFO Consumption, Rollover and Forfeiture

5.1. Credit Validity. Credits have the Validity Period set out in the applicable Product Description or Order Form. Unless otherwise specified in the applicable Product Description or Order Form, all Credits available to a User under a Plan provided on a monthly Subscription basis expire sixty (60) calendar days after the effective_at timestamp in SOAX’s system for the relevant Credit grant, and all Credits available to a User under a Plan provided on an annual Subscription basis expire twelve (12) months after the effective_at timestamp in SOAX’s system for the relevant Credit grant.

5.2. FIFO consumption logic. Credits are consumed using first-in-first-out (FIFO) logic, strictly in ascending order of their expires_at timestamp in SOAX system. This means that Credits with the earliest expiry date are consumed first, before Credits with a later expiry date. Bonus or promotional Credits, if any, are consumed according to the same FIFO logic unless the applicable Product Description expressly provides otherwise.

5.3. Non-transferability and non-refundability. Credits are non-transferable and cannot be moved between Organizations, Accounts or Users. Credits are non-refundable.

5.4. Unpaid Top-Up Credits Invoices. Top-Up Credits are issued only after successful payment of the corresponding Top-Up Credits Invoice. If the corresponding Top-Up Credits Invoice remains unpaid by the applicable Due Date, SOAX may issue a Full Credit Note in respect of that unpaid Invoice. In such case, no Top-Up Credits are issued, no service is considered to have been delivered in respect of that Top-Up, and no refund is due.

5.5. Auto-Downgrade to Sandbox. On Auto-Downgrade to Sandbox, previously issued Credits that have not yet expired remain consumable under the Sandbox tier, subject to Sandbox limits, Burn Rates, pricing and functionality, until the end of their applicable Validity Period.

5.6. Voluntary cancellation. Upon voluntary cancellation of a Subscription by the Organization, any unused Credits remain consumable until the earlier of: (a) the expiry of their applicable Validity Period; or (b) the closure or termination of the Account. SOAX does not provide pro-rata refunds of Plan Fees or Top-Up prices in respect of unused Credits.

5.7. Termination for cause. On termination by SOAX for cause, including for breach of the ToU, breach of the Acceptable Use Policy, fraud, sanctions breach, improper chargeback, or non-payment that progresses beyond Auto-Downgrade, all unused Credits and Plans are forfeited with immediate effect and no refund is due.

6. Payment Methods and Currency

6.1. A valid payment method must be provided at the time of Subscription and at the time of each Top-Up Credits purchase. The Organization authorises SOAX and its payment processors to charge that payment method for all fees and charges payable under the ToU and this Policy, unless the Organization revokes such authorisation.

6.2. SOAX accepts the payment methods listed on the Site and in the checkout flow from time to time. Depending on the Plan, the Organization's location and the checkout flow, the available payment methods may vary.

6.3. SOAX is not responsible for fees, charges, exchange-rate differences or other costs imposed by the Organization's bank, card issuer or payment processor in connection with payments to SOAX.

6.4. Cryptocurrency Payments

    6.4.1. Where SOAX accepts payment in cryptocurrency (“Cryptocurrency Payment”), the following special rules apply in addition to the general rules of this Policy:

        6.4.1.1. the amount payable in cryptocurrency is calculated at the exchange rate displayed at the point of checkout and, once submitted by the Organization, is not subject to retroactive adjustment for subsequent exchange-rate movements;

        6.4.1.2. Cryptocurrency Payments, including payments made in stablecoins, are strictly non-refundable to the original payment source, wallet address or blockchain address. The Organization acknowledges and agrees that, due to the nature of cryptocurrency transactions, once a Cryptocurrency Payment has been submitted and confirmed, it cannot be reversed or refunded by SOAX to the original payment source. Where SOAX determines, in accordance with this Policy, the ToU, mandatory law or the applicable Dispute Resolution procedure, that a billing adjustment is appropriate, such adjustment may be effected only by way of an Adjustment Credit Note, a Full Credit Note, an addition to the customer balance, an offset against future Invoices, or another internal billing adjustment mechanism determined by SOAX. No such adjustment shall require SOAX to make a cryptocurrency transfer back to the Organization. Any questions or disputes relating to Cryptocurrency Payments must be submitted to SOAX in accordance with the Dispute Resolution procedure set out below.

        6.4.1.3. SOAX does not guarantee the availability of cryptocurrency as a payment method, and may suspend or withdraw it at any time, at its reasonable discretion, including for compliance, AML, sanctions or operational reasons; and

        6.4.1.4. the Organization remains solely responsible for ensuring that its use of cryptocurrency to pay SOAX complies with all applicable laws (including AML, tax, sanctions, and the rules of the Organization's local financial regulator).

7. Refunds: General Rule and Exceptions

7.1. General Rule

    7.1.1. Plan Fees, Top-Up Credits fees and Overage Fees are non-refundable, except:

      (a) as expressly provided in this Policy and/or determined by SOAX;

      (b) where SOAX determines, in its reasonable discretion, that a refund, credit, balance adjustment or other billing adjustment is appropriate; or

      (c) where it is determined by a competent court, regulator or other authority of competent jurisdiction that an Individual is entitled to a refund under mandatory consumer-protection law applicable in the relevant jurisdiction, in which case this Policy shall apply only to the extent consistent with that law.

    7.1.2. Without limiting Clause 7.1.1, no refund is due where:

      (a) Credits have been issued, used, consumed, expired or forfeited in accordance with this Policy or the ToU;

      (b) the Organization has started to use the Platform, transfer or receive data, consume Credits, generate requests, access the Services or otherwise use the relevant paid functionality;

      (c) the relevant Plan, Subscription, Billing Cycle, Credit grant, trial, promotional entitlement or other paid or unpaid entitlement has expired;

      (d) the relevant Service has been provided or has been made available in accordance with the applicable Product Description, Order Form, SLA, if any, and this Policy;

      (e) the issue results from connection quality, connection speed, internet availability, third-party network conditions, upstream provider limitations, third-party websites, target resources, external platforms, or other circumstances outside SOAX’s reasonable control;

      (f) the issue results from the Organization’s own software, systems, integrations, configuration, credentials, device, browser, network, internal trackers, or other customer-side environment;

      (g) the Organization provided incomplete, inaccurate, inconsistent or misleading registration, billing, tax, KYB/KYC, payment or account information;

      (h) the Account, Plan, Subscription or access to the Platform is suspended, restricted, downgraded or terminated due to breach of the ToU, breach of the Acceptable Use Policy, fraud, abuse, sanctions or compliance concerns, improper chargeback, non-payment, illegal activity, or any other termination-for-cause event;

      (i) the payment was made by cryptocurrency or stablecoin, in which case Clause 6.4.1.2 applies; or

      (j) the refund request is submitted outside the applicable notification period or complaint procedure set out in this Policy or the SOAX Refund Disputes and Complaints Procedure, unless otherwise required by mandatory applicable law.

    7.1.3. Unused Credits are not refundable upon cancellation, Auto-Downgrade, suspension or termination of the Subscription, but may remain consumable under the Sandbox tier until the expiry of their Validity Period only to the extent expressly provided in this Policy and the ToU.

7.2. Exceptional Refunds

    7.2.1. Notwithstanding Clause 7.1, SOAX may, acting reasonably, grant an exceptional refund or balance credit in the following circumstances:

      (a) a duplicate or erroneous charge caused by a technical malfunction of the SOAX billing system or a payment processor, which is duly notified to SOAX within 30 calendar days of the charge;

      (b) a confirmed and material service failure on the part of SOAX, including a breach of the applicable SLA, where applicable, in circumstances where the Organization is entitled to a remedy expressed as a refund or credit;

      (c) where the Subscription is terminated by SOAX without cause before the end of a paid Billing Cycle (in which case a pro-rata refund of the unused portion of the Plan Fee may be made); and

      (d) in any other case in which SOAX determines, in its reasonable discretion, that a refund is appropriate.

    7.2.2. Refund requests under Clause 7.2.1 must be submitted via the process set out in Clause 9 within the applicable notification deadline. SOAX will assess each request individually and in good faith.

8. Refund Disputes, Complaints and Chargebacks

8.1. Contacting SOAX first. If the Organization has any billing concern, unsuccessful payment, refund request, credit note dispute, billing adjustment dispute or payment dispute, the Organization must first contact SOAX at support@soax.com with reasonable details of the issue, including the relevant Invoice number, payment reference and supporting materials where available.

8.2. Complaint procedure. Before initiating any chargeback, payment reversal or similar action through its bank, card issuer or payment provider, the Organization must complete the SOAX Refund Disputes and Complaints Procedure. SOAX will review complaints individually and in good faith in accordance with this Policy, the ToU and applicable law. The separate Procedure already requires complaints to be submitted to support@soax.com and explains that chargebacks should not be initiated before the procedure is completed.

8.3. Improper chargebacks. Any chargeback, payment reversal or similar action initiated without first completing the procedure referred to in Clause 8.2 constitutes a material breach of the ToU, to the extent permitted by applicable law. A chargeback or reversal in respect of a validly delivered Service, a validly invoiced Plan Fee, a validly processed Top-Up, or any other amount properly due to SOAX may also constitute a material breach, regardless of whether the complaint procedure has been followed.

8.4. SOAX remedies. Where the Organization initiates an improper chargeback, payment reversal or cancellation of payment, SOAX may, without prejudice to its other rights and remedies:

      (a) suspend or terminate the Organization’s Account and access to the Platform;

      (b) forfeit any remaining Credits;

      (c) recover the amount owed, including administrative costs, chargeback fees, payment processor fees, legal costs and collection costs; and

      (d) apply Late Payment Interest in accordance with Clause 4.

8.5. Payment failures. SOAX is not responsible for unsuccessful, delayed, declined or reversed payments where the cause is attributable to the Organization, its bank, card issuer, payment provider or other payment intermediary, including expired or incorrect payment details, insufficient funds, card limits, fraud blocks, location-based restrictions or other errors outside SOAX’s control.

8.6. Minimum refund/payment processing threshold. Where a refund, balance adjustment or credit is approved and the amount is less than USD 50 or its equivalent in another currency, SOAX may, acting reasonably, apply the amount to the Customer Balance or offset it against future Invoices instead of processing a separate payment to the original payment method, unless otherwise required by mandatory applicable law.

9. Jurisdiction

This Policy is governed by, and construed in accordance with, the law specified in the ToU. Disputes arising out of or in connection with this Policy are subject to the dispute-resolution and jurisdiction provisions of the ToU.

10. Contact

For any questions regarding this Policy, please contact: support@soax.com.

Part D — Related Policies and Documents

The following policies and documents are incorporated by reference into these Terms and form part of the Agreement:

• Privacy Policy

• Cookie Policy

• Data Processing Addendum (DPA)

• Corporate Social Responsibility Policy (CSRP)

• KYC / KYB Policy

• Service Level Agreement (SLA)

• AML Policy

The order of precedence set out in Clause 1.9 governs any conflict between these Terms and the documents listed in this Part D.

Contact

If You have any questions regarding these Terms, please contact:

SOAX LTD Email: support@soax.com Website: www.soax.com

Effective Date: 1 June 2026