Terms of Service

01Agreement to these Terms

These Terms of Service (the "Terms") are a binding agreement between you and SoniQ, Inc. ("SoniQ", "we", "us"). They apply to your access to and use of the soniqpay.com website, our documentation, our sandbox environment, our APIs and SDKs, our dashboard, and any other services we make available (together, the "Services").

By accessing or using the Services, creating an account, or clicking to accept these Terms, you agree to be bound by them. If you are entering into these Terms on behalf of a company or other entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

If you do not agree to these Terms, do not access or use the Services.

02Definitions

• "Customer Data" means data you or your end users submit to the Services, including transaction data, cardholder data, and personal data of your end users.
• "Provider" means a payment processor, acquirer, gateway, network, or other third party you connect to the Services and with whom you hold a direct contractual relationship.
• "Platform" means the SoniQ hosted software, APIs, dashboard, and vault.
• "Service Agreement" means a separately executed master services agreement, order form, or statement of work between you and SoniQ.
• "Documentation" means the technical documentation we make available for the Services.

03Relationship to your Service Agreement

If you have executed a Service Agreement with SoniQ, that agreement governs your production use of the Platform. These Terms govern your use of the website, documentation, and sandbox, and apply to any use of the Services not otherwise covered by a Service Agreement.

In the event of a conflict, the order of precedence is: (1) your Service Agreement and any order form; (2) any product-specific terms referenced in that agreement; (3) these Terms.

04Eligibility and accounts

You must be at least 18 years old and capable of forming a binding contract to use the Services. The Services are intended for business use and are not offered to consumers.

You are responsible for the accuracy of the information you provide when registering, and for keeping it current. We may decline to provide, or may discontinue providing, the Services to any person or entity at our discretion, including where required by applicable law, sanctions programs, or card network rules.

05Sandbox and evaluation access

We may provide access to a sandbox environment for evaluation and integration testing. The sandbox is provided "as is", may be modified or discontinued at any time, and must not be used to process live cardholder data or genuine payment transactions.

Unless otherwise agreed in writing, sandbox access does not include any service level commitment, support obligation, or confidentiality obligation beyond Section 14.

06Use of the Services

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your internal business purposes, and to use our APIs and SDKs in accordance with the Documentation.

You may not, and may not permit any third party to:

• copy, modify, translate, or create derivative works of the Services;
• reverse engineer, decompile, or attempt to derive the source code or underlying models of the Services, except to the extent this restriction is prohibited by applicable law;
• resell, sublicense, or make the Services available to any third party except as expressly permitted in a Service Agreement;
• use the Services to build a competing product or to benchmark against a competing product for publication without our prior written consent;
• circumvent or exceed rate limits, usage quotas, or access controls;
• interfere with the integrity, security, or performance of the Services; or
• use the Services in violation of our Acceptable Use Policy.

07API credentials and security

You are responsible for safeguarding your API keys, secrets, and dashboard credentials, and for all activity that occurs under them. Do not embed secret keys in client-side code, mobile applications, or public repositories.

You must notify us promptly at support@soniqpay.com if you know or suspect that any credential has been compromised. We may rotate or revoke credentials where we reasonably believe they have been compromised or are being misused.

08Your responsibilities

You are responsible for:

• maintaining your own agreements with each Provider you connect to the Platform, and complying with their terms;
• complying with all applicable laws and with the operating rules of the payment card networks, including PCI DSS to the extent it applies to your environment;
• obtaining and maintaining any licenses, registrations, or approvals required for your business;
• providing accurate, lawful data to the Services and having a valid legal basis for any personal data you submit;
• the configuration decisions you make in the Platform, including routing rules, retry logic, and risk thresholds; and
• your relationship with your own customers, including your consumer-facing terms, refund policy, and privacy disclosures.

09Providers and third-party services

The Platform connects to Providers and other third-party services at your direction. SoniQ is not a party to your agreements with any Provider, does not control their availability, decisions, pricing, or performance, and is not responsible for their acts or omissions.

Authorization outcomes, settlement, funding, and fees under those relationships are governed by your agreements with the relevant Provider.

10Fees and taxes

Fees for the Services are set out in your Service Agreement or order form. Unless stated otherwise, fees are exclusive of taxes, and you are responsible for all sales, use, VAT, GST, and similar taxes, excluding taxes on our net income.

Undisputed invoices are payable within net 30 days of the invoice date. We may charge interest on overdue amounts at 1.5% per month or the maximum permitted by law, whichever is lower.

11Guaranteed transaction coverage

Where SoniQ offers coverage for qualifying fraud-coded chargebacks, that coverage is governed exclusively by the separate commercial terms set out in your Service Agreement, including the definition of qualifying transactions, exclusions, claim handling, and any caps or limits.

Nothing on the website or in the Documentation constitutes a commitment to provide coverage for any particular transaction. Coverage status for a given transaction is indicated in the applicable API response and is subject to those commercial terms.

12Intellectual property

SoniQ and its licensors retain all right, title, and interest in and to the Services, including all software, models, documentation, trademarks, and associated intellectual property. No rights are granted except those expressly stated in these Terms.

You retain all right, title, and interest in and to Customer Data. You grant us a limited license to host, process, transmit, and display Customer Data solely as necessary to provide, secure, and support the Services and as permitted by our Data Processing Addendum.

13Aggregated and de-identified data

We may generate and use aggregated or de-identified data derived from use of the Services to operate, secure, analyze, and improve the Services, including to train and tune fraud and routing models. We will not disclose such data in a form that identifies you, your customers, or any individual.

14Feedback

If you provide suggestions, feature requests, or other feedback, you grant us a perpetual, irrevocable, royalty-free license to use and incorporate it without obligation or attribution.

15Confidentiality

Each party may disclose confidential information to the other. The receiving party will protect it using at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisors with a need to know who are bound by confidentiality obligations.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was rightfully known without restriction, is independently developed, or is rightfully received from a third party. Disclosure compelled by law is permitted with reasonable prior notice where legally allowed.

16Data protection

Our handling of personal data is described in our Privacy Policy. Where we process personal data on your behalf as a processor or service provider, our Data Processing Addendum applies and is incorporated by reference into these Terms.

17Availability, changes, and beta features

We aim to provide the Services on a continuous basis but do not warrant uninterrupted availability except as expressly committed in a Service Agreement or service level agreement.

We may modify, add, or discontinue features. For material adverse changes to a paid feature, we will provide reasonable prior notice as set out in your Service Agreement. Features designated as alpha, beta, preview, or early access are provided without warranty or service level commitment and may be changed or withdrawn at any time.

18Suspension

We may suspend your access to the Services, in whole or in part, where we reasonably determine that: your use poses a security risk to the Services or any third party; your use may cause us or another customer to violate applicable law or card network rules; your account is being used for fraudulent or unlawful activity; or you have materially breached these Terms or our Acceptable Use Policy.

Where practicable and lawful, we will provide notice and an opportunity to cure before suspending.

19Term and termination

These Terms apply from your first use of the Services and continue until terminated. You may stop using the Services at any time. We may terminate these Terms for convenience on 30 days' notice where you have no active Service Agreement, and either party may terminate for material breach that remains uncured 30 days after written notice.

On termination, your right to access the Services ceases. Sections concerning intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and governing law survive termination. Export and deletion of Customer Data on termination is handled as described in your Service Agreement and our Data Processing Addendum.

20Disclaimers

Except as expressly stated in a Service Agreement, the Services are provided "as is" and "as available". To the maximum extent permitted by law, SoniQ disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that the Services will be uninterrupted or error free, that risk scores or routing decisions will produce any particular authorization, approval, or financial outcome, or that fraud will be detected or prevented in any given case. SoniQ is a technology provider and does not provide legal, tax, accounting, or regulatory advice.

21Limitation of liability

EXCEPT FOR FRAUD AND INDEMNIFICATION OBLIGATIONS, SONIQ SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT.

EXCEPT FOR FRAUD AND INDEMNIFICATION OBLIGATIONS, SONIQ'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF THE FEES PAID OR PAYABLE BY YOU TO SONIQ IN THE 12 MONTHS PRECEDING THE CLAIM, OR $100.

22Indemnification

You will defend and indemnify SoniQ against third-party claims arising from your Customer Data, your violation of law or card network rules, your breach of these Terms or the Acceptable Use Policy, or your relationship with your customers or Providers.

We will defend and indemnify you against third-party claims alleging that the Services, as provided by us and used in accordance with the Documentation, infringe that third party's intellectual property rights, subject to the exclusions and remedies set out in your Service Agreement.

23Governing law and disputes

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will attempt in good faith to resolve any dispute informally before initiating proceedings. Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, interpretation, breach, termination, validity, or enforceability, shall be resolved exclusively and finally by binding arbitration. The arbitration shall be conducted in Middletown, Delaware, before a single arbitrator in accordance with the Rules of Arbitration of the American Arbitration Association (AAA) then in effect.

24Changes to these Terms

We may update these Terms from time to time. We will post the updated version with a revised effective date and, for material changes affecting customers with an active Service Agreement, provide notice as required by that agreement. Your continued use of the Services after the effective date constitutes acceptance.

25General

• Assignment. Neither party may assign these Terms without the other's prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.
• Force Majeure. Neither Party shall be liable for any delay or failure in performing its obligations under this Agreement (other than the payment of amounts already due and owing) to the extent such delay or failure results from causes beyond such Party's reasonable control, including natural disasters, floods, fires, earthquakes, epidemics, pandemics, war, terrorism, civil unrest, labor disputes, governmental actions, sanctions, embargoes, utility failures, internet or telecommunications outages, cyberattacks, failures of third-party payment processors, acquiring banks, card networks, or other service providers, or other similar events beyond such Party's reasonable control (each, a "Force Majeure Event"). The affected Party shall promptly notify the other Party of the Force Majeure Event and shall use commercially reasonable efforts to mitigate its effects and resume performance as soon as reasonably practicable.
• Notices. Legal notices to SoniQ must be sent to legal@soniqpay.com and to SoniQ, Inc. 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. Notices to you may be sent to the email address on your account.
• Severability. If any provision of this Agreement is determined by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement shall remain in full force and effect. The Parties agree that any invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to make such provision valid and enforceable while preserving the Parties' original intent.
• No Waiver. If for any reason a Party does not enforce any provision of this Agreement with respect to a particular violation, such failure shall not constitute a waiver of any future violation or of such Party's right to enforce that provision or any other provision of this Agreement.
• Entire Agreement. This Agreement constitutes the entire agreement between the parties for the matters set forth herein and supersedes all prior and contemporaneous discussions, negotiations, representations and agreements.
• Independent contractors. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, franchise, employment, fiduciary, agency, or other similar relationship. Neither Party has authority to bind the other Party or make any representation, warranty, or commitment on behalf of the other Party.

26Contact

Questions about these Terms may be sent to legal@soniqpay.com or to SoniQ, Inc. 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808.