Terms of Service | Soapbox Cloud EHS Software

Effective Date: April 16, 2025

SoapBox Software Solutions LLP

Hyderabad, Telangana, India

legal@soapbox.cloud | www.soapbox.cloud

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE PLATFORM.

By clicking "I Agree", signing an Order Form, or accessing the Platform, you agree to these Terms.

1. Agreement to Terms and Definitions

1.1 Binding Agreement

These Terms of Service ("Terms") constitute a legally binding agreement between SoapBox Software Solutions LLP, a Limited Liability Partnership registered under the laws of India and headquartered in Hyderabad, Telangana ("SoapBox", "we", "us", or "our"), and the entity or individual ("Subscriber" or "you") accessing or using the Soapbox.Cloud platform and associated services ("Platform" or "Service").

If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. If you do not have such authority, or do not agree to these Terms, you must not access or use the Platform.

1.2 Key Definitions

Term	Definition
Platform / Service	The Soapbox.Cloud multi-tenant SaaS application, APIs, mobile applications, and all related services provided by SoapBox, including EHS, GRC, and ESG modules.
Subscriber	The legal entity or individual that subscribes to the Platform under an Order Form or by accepting these Terms.
End User	Any individual (employee, contractor, or third party) authorised by the Subscriber to access the Platform under the Subscriber's account.
Order Form	A written or electronic order document executed between SoapBox and the Subscriber specifying subscription details, fees, and any special terms.
Subscription	The right granted to the Subscriber to access and use the Platform for the subscription term specified in the Order Form.
Subscriber Data	All data, content, and information submitted to or generated on the Platform by the Subscriber or its End Users, including EHS incident records, documents, and reports.
Intellectual Property	All patents, copyrights, trademarks, trade secrets, database rights, and other proprietary rights, whether registered or unregistered.
SoapBox IP	All Intellectual Property owned by or licensed to SoapBox, including the Platform, its source code, algorithms, user interface, documentation, and branding.
Confidential Information	Any non-public information disclosed by one Party to the other under these Terms that is marked confidential or would reasonably be understood to be confidential given its nature.
Fees	All amounts payable by the Subscriber to SoapBox for the Subscription and any additional services, as specified in the Order Form.
MSA	Master Subscription Agreement — used interchangeably with these Terms where context requires.

2. Access and Subscription

2.1 Grant of Subscription

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

2.2 End User Access

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

ensuring all End Users comply with these Terms and any applicable Acceptable Use Policy;
maintaining the confidentiality of all login credentials and promptly revoking access for any End User who leaves the Subscriber's organisation or no longer requires access;
all acts and omissions of its End Users on the Platform as if they were the Subscriber's own acts and omissions.

2.3 Account Registration

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

2.4 Multi-Tenant Architecture

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

2.5 Beta Features

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

3. Fees, Payment, and Taxes

3.1 Fees

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

quoted and payable in Indian Rupees (INR), or such other currency as specified in the Order Form;
due in advance at the beginning of each subscription period;
non-cancellable and non-refundable except as expressly set out in Section 3.5 or as required by applicable law.

3.2 Payment Terms

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

3.3 Late Payment

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

3.4 Fee Adjustments and Renewals

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

3.5 Refunds

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

3.6 Taxes

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

4. Subscriber Data

4.1 Ownership

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

4.2 Licence to SoapBox

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

4.3 Subscriber Responsibilities

The Subscriber is solely responsible for:

the accuracy, quality, integrity, and legality of all Subscriber Data;
obtaining all necessary consents, licences, and permissions for uploading and processing Subscriber Data on the Platform, including consent from End Users whose personal data is processed (particularly sensitive health and EHS data);
ensuring that Subscriber Data does not infringe the Intellectual Property rights of any third party;
maintaining adequate backups of Subscriber Data outside of the Platform.

4.4 Data Processing

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

4.5 Aggregated and Anonymised Data

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

4.6 Data Return and Deletion

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

5. Intellectual Property Rights

5.1 SoapBox IP

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

5.2 Restrictions

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

copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Platform or any part thereof;
attempt to access the source code of the Platform;
sell, resell, sublicense, rent, lease, transfer, or otherwise make the Platform available to any third party, except as expressly permitted under these Terms;
remove, alter, or obscure any proprietary notices, labels, or marks on or in the Platform;
use the Platform to build a competing product or service, or benchmark the Platform for the purpose of publishing competitive analyses without SoapBox's prior written consent;
use the Platform in any way that violates these Terms or applicable law.

5.3 Feedback

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

5.4 Subscriber Branding

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

6. Confidentiality

6.1 Obligations

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

6.2 Exceptions

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

6.3 Survival

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

7. Service Availability and Support

7.1 Uptime Commitment

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

scheduled maintenance windows (of which SoapBox will give at least 48 hours' advance notice, typically performed outside Indian business hours);
emergency maintenance required to address critical security vulnerabilities;
unavailability caused by factors outside SoapBox's reasonable control, including Force Majeure Events, the Subscriber's or End Users' acts or omissions, or third-party service failures.

7.2 Service Credits

If SoapBox fails to meet the Uptime Commitment in any given month (excluding the exclusions above), the Subscriber may claim a service credit as follows:

Monthly Uptime Achieved	Service Credit (% of monthly Fee for affected month)
99.0% – 99.4%	5% credit
95.0% – 98.9%	10% credit
Below 95.0%	20% credit

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

7.3 Maintenance

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

7.4 Support

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

access to SoapBox's online knowledge base and documentation;
email support during Indian business hours (Monday–Friday, 9:00 AM – 6:00 PM IST, excluding public holidays);
response to critical (P1) issues within 4 business hours;
response to high (P2) issues within 1 business day;
response to medium/low (P3/P4) issues within 3 business days.

💡 Enhanced support tiers (including 24/7 coverage, dedicated account management, and telephone support) are available as add-ons. Contact sales@soapbox.cloud for details.

8. Representations and Warranties

8.1 SoapBox Warranties

SoapBox represents and warrants that:

it has the full right, power, and authority to enter into these Terms and grant the rights described herein;
the Platform, as provided by SoapBox, does not infringe any third-party Intellectual Property rights of which SoapBox is aware;
it will implement and maintain reasonable security measures to protect Subscriber Data as described in the DPA and the Platform's security documentation;
it will provide the Platform in a professional and workmanlike manner consistent with industry standards.

8.2 Subscriber Warranties

The Subscriber represents and warrants that:

it has the full right, power, and authority to enter into these Terms;
it will use the Platform only for lawful purposes and in compliance with these Terms and all applicable laws and regulations;
it has obtained all required consents, permissions, and authorisations necessary to upload and process Subscriber Data on the Platform;
it will not use the Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party's use of the Platform.

8.3 Disclaimer of Warranties

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

⚖️ Note: The Platform is a software tool designed to support EHS and GRC management activities. It does not constitute legal, regulatory, health, or safety advice. The Subscriber remains solely responsible for its EHS compliance obligations under applicable law, regardless of its use of the Platform.

9. Limitation of Liability

9.1 Exclusion of Consequential Loss

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.

9.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER IN CONNECTION WITH THESE TERMS (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY THE SUBSCRIBER TO SOAPBOX IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3 Exceptions

The limitations in Sections 9.1 and 9.2 shall not apply to: (a) the Subscriber's obligation to pay Fees; (b) either Party's indemnification obligations under Section 10; (c) liability arising from a Party's gross negligence or wilful misconduct; (d) death or personal injury caused by negligence; or (e) any liability that cannot be limited or excluded under applicable law.

9.4 Basis of Bargain

The Parties acknowledge that the limitations of liability and exclusions of damages set out in this Section 9 reflect a reasonable allocation of risk and form an essential basis of the bargain between the Parties. Without these limitations, SoapBox would not be able to provide the Platform at the Fees charged.

10. Indemnification

10.1 Indemnification by SoapBox

SoapBox shall defend, indemnify, and hold harmless the Subscriber from and against any third-party claims, suits, proceedings, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to any allegation that the Platform (excluding Subscriber Data and any third-party integrations directed by the Subscriber) infringes any third-party Intellectual Property right under Indian law. SoapBox's obligations under this clause are conditioned on the Subscriber: (a) promptly notifying SoapBox in writing of the claim; (b) granting SoapBox sole control of the defence and settlement; and (c) cooperating reasonably with SoapBox's defence at SoapBox's expense.

If the Platform becomes or is likely to become the subject of an Intellectual Property infringement claim, SoapBox may, at its sole discretion: (i) modify the Platform to make it non-infringing; (ii) obtain a licence for the Subscriber to continue using the Platform; or (iii) if neither (i) nor (ii) is commercially feasible, terminate the Subscription and provide a pro-rata refund of prepaid Fees.

10.2 Indemnification by the Subscriber

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

11. Term and Termination

11.1 Term

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

11.2 Termination for Cause

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

the other Party commits a material breach of these Terms and fails to remedy such breach within 30 days of written notice specifying the breach in reasonable detail; or
the other Party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, liquidation, or similar proceedings.

11.3 Termination for Convenience

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

11.4 Suspension

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

11.5 Effects of Termination

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

12. Governing Law and Dispute Resolution

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law provisions.

12.2 Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or validity thereof, the Parties shall first attempt to resolve the dispute through good-faith negotiations between senior representatives of each Party for a period of 30 days from the date of written notice of the dispute.

12.3 Arbitration

If the dispute is not resolved through negotiation within 30 days, it shall be finally and exclusively resolved by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 (India), as amended. The arbitration shall be conducted by a sole arbitrator appointed by mutual agreement of the Parties. The seat and venue of arbitration shall be Hyderabad, Telangana, India. The language of arbitration shall be English. The award of the arbitrator shall be final and binding on both Parties.

12.4 Injunctive Relief

Notwithstanding the foregoing, either Party may seek urgent interim or injunctive relief from a court of competent jurisdiction to prevent irreparable harm, pending the resolution of the dispute through arbitration. For this purpose, the Parties irrevocably submit to the exclusive jurisdiction of the courts in Hyderabad, Telangana, India.

13. General Provisions

13.1 Entire Agreement

These Terms, together with any Order Forms, the DPA, the Acceptable Use Policy, the Cookie Policy, and the Privacy Policy (all available at www.soapbox.cloud/legal), constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings.

13.2 Amendment

SoapBox may amend these Terms at any time by posting the updated Terms on its website and providing the Subscriber with at least 30 days' written notice. The Subscriber's continued use of the Platform after the effective date of the amended Terms constitutes acceptance. If the Subscriber does not agree to the amended Terms, it may terminate the Subscription before the amendment takes effect.

13.3 Force Majeure

Neither Party shall be liable for any delay or failure to perform its obligations (other than payment obligations) under these Terms due to causes beyond its reasonable control, including acts of God, pandemic, epidemic, government action, war, terrorism, natural disaster, power failure, internet or telecommunications failure, or labour disputes ("Force Majeure Event"). The affected Party shall promptly notify the other Party and use reasonable efforts to resume performance. If a Force Majeure Event continues for more than 60 days, either Party may terminate the affected services without penalty.

13.4 Assignment

The Subscriber may not assign, transfer, or novate these Terms or any of its rights or obligations hereunder without SoapBox's prior written consent. SoapBox may assign these Terms, or its rights and obligations hereunder, to any affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, without the Subscriber's consent, provided that SoapBox gives the Subscriber written notice. Any purported assignment in violation of this clause shall be void.

13.5 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable.

13.6 Waiver

No failure or delay by either Party to exercise any right or remedy under these Terms shall constitute a waiver of that or any other right or remedy. A waiver of any breach shall not be deemed a waiver of any subsequent breach.

13.7 Relationship of Parties

The Parties are independent contractors. These Terms do not create a partnership, joint venture, agency, franchise, or employment relationship between the Parties.

13.8 Notices

All legal notices under these Terms shall be in writing and delivered by: (a) email with confirmation of receipt; or (b) courier or registered post to the addresses set out in the Order Form. Notices to SoapBox must be copied to legal@soapbox.cloud. Notices take effect on delivery.

13.9 Third-Party Rights

These Terms do not confer any rights on any person or entity other than the Parties and, where applicable, their permitted successors and assigns.

13.10 Counterparts

Where an Order Form or amendment is executed in counterparts (including electronic signature), each counterpart shall be deemed an original and all counterparts together shall constitute one and the same instrument.

14. Contact Information

For legal notices, contractual queries, or questions about these Terms, please contact:

SoapBox Software Solutions LLP

Attn: Legal Team

Hyderabad, Telangana, India

Legal / Contracts: legal@soapbox.cloud

Support: support@soapbox.cloud

Sales: sales@soapbox.cloud

Website: www.soapbox.cloud/legal

These Terms of Service were last reviewed and approved by SoapBox Software Solutions LLP in April 2025.