Terms of Service

Effective date: 15 May 2026 · Governing law: Republic of Kenya

1. Acceptance

By registering for, accessing, or using StdioX Comms (the "Service"), you agree to be legally bound by these Terms of Service ("Terms") and our Privacy Policy. If you are accepting on behalf of a company or legal entity, you represent that you have authority to bind that entity. If you do not agree, you must not use the Service.

These Terms constitute the entire and exclusive agreement between you and StdioX Labs ("StdioX", "we", "us") regarding the Service and supersede any prior negotiations, representations, or agreements.

2. The Service

StdioX Comms is a cloud-based messaging infrastructure platform enabling authorised users to send bulk SMS and email communications via a web portal and REST API. The Service operates on a prepaid credit model. We provide the platform on an "as-is, as-available" basis. We do not guarantee that message delivery will be instantaneous, uninterrupted, or error-free — delivery is subject to the policies and infrastructure of third-party carriers and networks entirely outside our control.

3. Account Registration & Security

3.1 Accuracy. You must provide truthful, accurate, and complete information when registering and keep it current. Accounts created with false information may be suspended without notice or refund.

3.2 Credentials. You are solely responsible for maintaining the confidentiality of your login credentials and API keys. You are responsible for all activity that occurs under your account, whether or not authorised by you.

3.3 Notification. You must notify us immediately at security@stdiox.com of any suspected or actual unauthorised use. StdioX is not liable for any loss arising from your failure to safeguard credentials.

3.4 One account per entity. Each business entity may maintain only one active account unless expressly authorised in writing by StdioX. Duplicate accounts may be merged or suspended at our discretion.

4. Credits, Pricing & Payment

4.1 Prepaid model. The Service runs on a prepaid credit system. You purchase credits in advance; credits are deducted upon each message transmission attempt regardless of final delivery outcome.

4.2 Pricing. Credit prices and consumption rates are published at stdiox.com/credits. StdioX reserves the right to change pricing at any time. Price changes apply to credits purchased after the change date. No retroactive adjustment is made to previously purchased credits.

4.3 No refunds. All credit purchases are final, non-cancellable, and non-refundable under any circumstances, including account termination, voluntary closure, or service disruptions. Credits represent access to the platform — not guaranteed delivery outcomes.

4.4 Credit expiry. Credits remain valid for 24 months from the date of last account activity. Inactive accounts (no logins, no API calls, no sends) beyond 24 months may have remaining credits forfeited without notice. Activity resets the expiry window.

4.5 Payment authorisation. By completing a purchase you authorise StdioX or its payment processors to charge your designated payment method. All amounts are in Kenyan Shillings (KES) unless expressly stated otherwise. You are responsible for all applicable taxes.

4.6 Failed payments. If a payment is declined or reversed, StdioX may immediately suspend your account and offset the reversed amount against your credit balance. Accounts with outstanding balances may be referred to collections.

5. Acceptable Use

You agree not to use the Service to:

Send unsolicited commercial messages (spam) in violation of applicable law, including the Kenya Information and Communications Act, CAN-SPAM Act, the EU General Data Protection Regulation, or any comparable legislation
Transmit content that is unlawful, fraudulent, defamatory, threatening, harassing, obscene, discriminatory, or otherwise objectionable at StdioX's sole discretion
Contact recipients who have not given unambiguous consent or who have submitted an opt-out request
Impersonate any person, company, brand, or government entity
Transmit phishing links, malware, ransomware, or any code designed to damage, intercept, or extract data
Use the Service as a substitute for emergency services or life-safety communications
Deliberately circumvent rate limits, carrier filtering, or any security or abuse-detection mechanism
Resell, sublicense, or white-label the Service without a separate written reseller agreement with StdioX
Attempt to reverse-engineer, decompile, or derive source code from the Service
Use the Service in any way that degrades performance or availability for other customers

StdioX may suspend or terminate your account, forfeit your remaining credits, and report your activity to relevant authorities for any violation of this section — without prior notice, liability, or refund obligation of any kind.

6. Message Content & Compliance

6.1 Your responsibility. You are solely and entirely responsible for all message content you send through the Service, and for ensuring compliance with every applicable law and regulation in both the sender's and each recipient's jurisdiction.

6.2 Consent records. You must maintain documented, verifiable evidence of recipient consent for all marketing and commercial communications. Consent records must be retained for a minimum of 3 years and produced to StdioX on request within 5 business days.

6.3 Opt-outs. You must process and honour opt-out requests within 5 business days. You must not send further messages to opted-out recipients and must maintain a suppression list.

6.4 StdioX review rights. StdioX reserves the right — but not the obligation — to review, delay, block, or remove any message or campaign that we reasonably believe violates these Terms, applicable law, or carrier guidelines, without notice and without liability.

6.5 Indemnity. You will indemnify and hold harmless StdioX, its directors, employees, and agents from any claim, fine, penalty, damage, or legal expense (including reasonable attorneys' fees) arising from your message content, your recipients' data, or your non-compliance with applicable law.

7. API Use

7.1 Authorised use only. API credentials are issued solely for your authorised use and may not be shared, resold, or transferred.

7.2 Credential security. You must implement reasonable technical controls to protect API keys. StdioX assumes no liability for charges or misuse resulting from compromised credentials attributable to your security failure.

7.3 Rate limits. You must operate within published rate limits. StdioX may apply throttling or temporary suspension without notice to protect platform integrity.

7.4 No reverse engineering. You must not use the API to reverse-engineer, benchmark for competitive purposes, or build a product substantially similar to the Service.

8. Intellectual Property

All intellectual property rights in the Service — including but not limited to software, algorithms, APIs, user interfaces, documentation, trademarks, and brand assets — are and remain the exclusive property of StdioX Labs. These Terms grant you a limited, non-exclusive, non-sublicensable, non-transferable licence to access and use the Service solely for its intended purpose during the term of your account. No other rights are granted, implied, or transferred.

9. Your Data

You retain ownership of contact lists, message content, and other data you upload ("Customer Data"). By using the Service you grant StdioX a non-exclusive, royalty-free licence to process Customer Data solely to the extent necessary to provide the Service. StdioX may use anonymised, aggregated, non-personally-identifiable data derived from platform usage for product improvement, security monitoring, and statistical purposes without restriction.

10. Availability & SLA

StdioX targets 99.5% monthly uptime for the core messaging API as a commercial objective — not a legally binding guarantee. Scheduled maintenance, carrier outages, third-party infrastructure failures, regulatory actions, DDoS attacks, and force majeure events are expressly excluded from any uptime calculation. StdioX is not obligated to issue service credits for downtime and any such credits, if offered, are at StdioX's sole discretion and constitute your exclusive remedy.

11. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. STDIOX DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR DEFECTS. YOUR USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) STDIOX SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR COST OF SUBSTITUTE SERVICES, EVEN IF STDIOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND (B) STDIOX'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE LESSER OF (i) THE TOTAL AMOUNT YOU PAID TO STDIOX IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) KES 10,000.

THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13. Indemnification

You agree to indemnify, defend (at StdioX's option), and hold harmless StdioX Labs and its directors, officers, employees, contractors, and agents from and against any claims, liabilities, damages, judgments, awards, fines, penalties, and expenses — including reasonable legal fees — arising out of or relating to: (a) your use of the Service; (b) your Customer Data or message content; (c) your violation of these Terms or any applicable law; (d) your violation of any third-party right, including privacy, publicity, or intellectual property rights; or (e) any dispute between you and a recipient of your messages.

14. Waiver of Class Action

YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR REPRESENTATIVE ACTION AGAINST STDIOX. ALL DISPUTES MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY ONLY.

15. Termination

15.1 By StdioX. We may suspend or terminate your account immediately and without prior notice for any violation of these Terms, suspected fraud, non-payment, legal obligation, carrier or regulatory requirement, or at our sole discretion with 14 days' notice.

15.2 By you. You may close your account at any time via account settings. Closure does not entitle you to a refund of unused credits.

15.3 Effect. Upon termination for any reason: your licence to use the Service ends immediately; StdioX may delete your data subject to legal retention obligations; and all outstanding obligations (including indemnity) survive termination.

15.4 Credit forfeiture. Credits remaining in a terminated account are forfeited and will not be refunded.

16. Force Majeure

StdioX is not liable for any failure or delay in performance caused by events beyond our reasonable control, including acts of God, war, terrorism, riot, embargoes, acts of civil or military authorities, network failures, Internet outages, power failures, labour disputes, or natural disasters.

17. Governing Law & Disputes

These Terms are governed exclusively by the laws of the Republic of Kenya, without regard to conflict-of-law principles. Any dispute that cannot be resolved by good-faith negotiation within 30 days shall be submitted to binding arbitration administered by the Nairobi Centre for International Arbitration (NCIA) under its then-current rules, with proceedings conducted in English in Nairobi, Kenya. The arbitral award is final and binding. Notwithstanding the foregoing, StdioX may seek emergency injunctive or other equitable relief in any court of competent jurisdiction.

18. Amendments

StdioX reserves the right to modify these Terms at any time. We will provide reasonable notice of material changes — typically 14 days — via email or an in-portal notice. Continued use of the Service after the effective date of any change constitutes your acceptance. If you disagree with a change, your sole remedy is to stop using the Service before the effective date.

19. General

19.1 Severability. If any provision of these Terms is held unenforceable, the remaining provisions continue in full force.

19.2 No waiver. Failure by StdioX to enforce any right or provision shall not constitute a waiver of future enforcement.

19.3 Assignment. You may not assign or transfer these Terms without StdioX's prior written consent. StdioX may assign these Terms freely.

19.4 Notices. Legal notices to StdioX must be sent to legal@stdiox.com. Notices to you will be sent to the email address on your account.

20. Contact

StdioX Labs · Nairobi, Kenya
Legal: legal@stdiox.com
Support: support@stdiox.com