This billing and refund policy (the “Policy”) explains how Supercadence users will be billed, how they can manage their purchases, and what refund rights they have. The Policy is integral part of the Supercadence Terms of Service (the “Contract”) and the respective Order Form (if signed) and supplements it as follows. The Policy adheres to the same terms and definitions as the Contract. The Effective Date hereof shall be the first date when either the Client accepts the Contract through the Website, or the Client and Supercadence enter into the respective Order Form (if signed).

1. SUBSCRIPTION AND BILLING POLICY

1.1. Service. Supercadence offers the subscription-based Platform, which allows clients to target advertising campaigns to their Prospects. To enjoy the Platform, the Client may use then-current type of Subscription offered by Supercadence. Each type of the subscription provides various benefits and has different prices. The use of the Subscription is subject to the Services Fee/Subscription Fee (as applicable) full prepayment.

1.2. Scope and Price. All prices and terms of Subscriptions are available on the Website/Platform, in the Client’s account, and in the Order (if signed). Unless otherwise is specified in the certain Subscription terms or the Order, the Client purchases the Subscription, which includes the opportunity to target a certain bundle of the Super Prospects—the Audience Limit. The Services Fee may vary and is subject to each concrete purchase.

1.3. Management. The Client solely manages advertising campaigns and how it uses the Subscription. It can order additional Services through its account on the Platform and purchase option to target the additional Super Prospect.

1.4. Billing. The Subscription is subject to full prepayment according to the chosen type of Subscription and covers a certain number of the Super Prospects—the Audience Limit. Until the respective Subscription plan specifies otherwise, the following terms define the Super Prospect:

• The Prospect who has seen advertising material(s) at least 15 times in total (15 advertising impressions) or has clicked on the advertisement within one Cadence;
• If the same Prospect is targeted with the advertising campaign within another Cadence (a new or separate) and it obtains/retains the signs of the Super Prospect, that Prospect will be billed as a new Super Prospect.

1.5. Ads Serving. The Client is the very person who sets up and starts advertising campaigns via Supercadence. It is the sole responsibility of the Client to control the campaigns and manage their duration, coverage, and content used therein. Even though the Prospect reaches a certain level of engagement, it will be delivered with advertising materials until the Cadence is active or the Client stops/changes a respective advertising campaign, or Supercadence suspends the advertising campaign(s) due to the Contract violation on the Client’s end.

1.6. Subscription Cancelation. The Client may cancel the Subscription upon prior written notice of 30 days sent to info@supercadence.ai with the subject line: SUBSCRIPTION CANCELATION. Before the end of the Subscription, the Client should use all the remaining limits, such as the Audience Limit, and terminate all ad campaigns; any limits unused before the cancelation date will expire, as well as all the ad campaigns will be stopped, and no refund will be available. It is the sole Client’s responsibility to stop the Subscription and all active advertising campaigns. The Subscription and all ad campaigns will be automatically stopped, and the limits will expire on the 31st day upon the cancelation notice receipt date. Also, the Client can manage its subscription through the Supercadence account at any time, subject to the aforementioned cancelation period.

2. PAYMENT TERMS

2.1. Enterprise Plan. Payment for the enterprise plan of the Subscription may be subject to terms of the respective Order (if signed) if the Order provides special rules.

2.2. Professional Plan. Payment for the professional plan of the Subscription shall be made using credit cards only. Debit cards or any other forms of payment cards are not acceptable. The Client is required to provide a valid credit card at the time of subscription. The credit card will be charged according to the chosen Subscription type.

2.3. Charge Authorization. By providing a bank card for the payment of Services, the Client expressly authorizes Supercadence to charge the card for all subscription fees incurred under the Client’s account, including any taxes, additional charges for upgrades, or fees for exceeding service limits as specified in the Subscription plan.

2.4. Bank Card Payment. Subject to the bank card payment method:

• All payment amounts will be increased by the credit card charge equated to 2.9% of the payment amount, plus 0.3 USD per one transaction, plus 1.5% for international cards, plus 1% if currency conversion is required;
• Thus, the Client hereby consents that Supercadence shall add the relevant adjustments to invoices to be issued for the Client;
• If Supercadence (its respective financial institution) fails to charge the Client’s banking card for a money shortage, it’s invalidity, or any other reason, Supercadence may issue a wire transfer (ACH) invoice that the Client agrees to pay within 5 calendar days upon the receipt of the invoice. For this period (until the Invoice is fully paid), the Client retains access to the Platform, but it may not be able to use the Platform’s features.

2.5. Taxes. All Services Fees and rates are net amounts and exclusive of any applicable taxes, duties, levies, etc. (except for Supercadence’s corporate income tax), including any kind of withholding taxes whether arising out of an international treaty or national legislation. The Client is obligated to inform Supercadence about the applicability of all possible taxes, duties, levies, or other deductions applicable in the Client’s jurisdiction, and the net invoice amount will be increased respectively. If the Client fails to provide the required information, Supercadence will assume no responsibility, and the Client will pay for any necessary expenses.

2.6. Recurring Payment. The Client may schedule payments to be automatically initiated in a fixed amount according to the Subscription Terms and billing terms outlined in the relevant order of the Client placed through the Platform (the “Recurring Payment”). The Recurring Payment shall be automatically charged from the Client’s banking card by the method and at the recurring intervals it has chosen until the Subscription expires or is terminated in accordance with the Contract. By authorizing the Recurring Payment, the Client authorizes Supercadence to process such payments as charges to the designated account. For the sake of clarity, the Client acknowledges and represents that it understands that:

• The Recurring Payment is an automatic payment to be charged by a relevant payment system in the favor of Supercadence as payment for the Services;
• Once charged, such a payment is not refundable; and
• The Client may cancel the Recurring Payment by managing the payment methods in its Supercadence account.

2.7. Pre-Authorization and Security Hold. To secure the payment of fees and to ensure uninterrupted service, Supercadence reserves the right to pre-authorize a charge on the Client’s bank card. This may include placing a temporary hold on an amount of funds upon Subscription. The hold will be released in accordance with the card issuer’s policy, and Supercadence will not be responsible for any fees or charges associated with the hold.

2.8. Updating Payment Details. The Client is responsible for maintaining up-to-date payment information. If the Client’s bank card expires or is replaced, the Client must update the card information to continue receiving the Services. Failure to update payment information may result in interruption of the Services.

2.9. Receipt. Supercadence will provide electronic receipts for all card transactions processed under the Client’s account. Invoices will be made available through the Client’s account portal on the Supercadence platform.

3. REFUND POLICY

3.1. No Refund. Except for the cases explicitly listed hereunder, Supercadence has an unambiguous no-refund policy. Unless Supercadence is directly obliged by the applicable law, any amounts, once paid to Supercadence, are not refundable.

3.2. General Eligibility. For the sake of transparency, the Client is not eligible for any refund, including cases when:

• The Subscription/Contract/Order is terminated;
• The Client partially used or did not use the Subscription, the Audience Limit, any feature of the Platform, or any other portion of the Supercadence service for any reason. The Supercadence Platform is a self-serve solution, and it is the sole responsibility of the Client to choose how to utilize the Platform;
• The Client claims that the Platform does not fit the expectations or business interest, etc.;
• Supercadence has a reasonable suspicion that the payment was made through fraudulent means, such as stolen credit card information or identity theft.

3.3. Chargebacks. Since Supercadence has a clear no-refunds policy, Supercadence permits no actual or threatened chargebacks from the Client, its banks, or credit card companies intended to circumvent the Policy. In the event Supercadence receives a chargeback threat or a chargeback is placed on your payment, Supercadence may share the Client’s data, including name, email, the Subscription details, paid amounts, billing address, description of the incident, customer communication, use logs, as well as other necessary details to applicable banks, payment systems, providers, or credit card companies, creditors, or credit bureaus, as well as to any other entities in Supercadence’s sole discretion, to ensure the dispute is solved, and incident is included in appropriate databases and delinquent account listings.

4. CANCELLATION AND REFUND FOR EU CLIENTS

4.1. Applicability. This Article 4 and special rules apply to the EU residents being consumers under Directive 2011/83/EU only.

4.2. Cancellation. Except for the cases when the Client launched the advertising campaigns targeted to the Prospects, the Client has a right to withdraw the Contract and cancel the Subscription within 14 calendar days from the date of the purchase without giving any reason. The right is subject to the following conditions:

• The Client can use its right to withdraw just once within 14 days from the first purchase of the Subscription (the Super Prospects bundle). This right does not apply to any renewals of the Subscription, other recurrent purchases, and any further purchases of the Super Prospects bundles;
• The right is not prolongable. Once the 14-day period expires, the Client will lose the right to withdraw the Contract and cancel the Subscription. Nevertheless, after the expiration of the 14-day period, the Client can manage the subscription according to Section 1.6 of this Policy;
• To meet the withdrawal deadline, it is sufficient for the Client to send the affirmative communication for withdrawal before the withdrawal period has expired. For that, the Client must inform Supercadence of the decision to withdraw from the Contract and cancel the Subscription by an unequivocal statement sent to info@supercadence.ai. The Client must include the following information to the request: (i) The full name, (ii) Email address connected to the account, (iii) Email address for correspondence (if differs from the account’s one), (iv) Physical address, (v) Details on the Supercadence Services the Client want to cancel (e.g., the subscription), and (vi) Date of purchase (e.g., purchase of the Subscription). To satisfy the requirement, the Client can find information for (v) and (vi) sections in a receipt it received upon the payment.

4.3. Acceptance. The Client must read this Policy carefully before making any purchase and cease the process if it does not agree with the terms of the Policy. By purchasing the respective service and launching at least one advertising campain, the Client acknowledges and agrees that the performance of the service will begin immediately. The Client understands and accepts that once the Client use its right to launch an advertising campaign, the Client will lose the right of withdrawal and cancellation within the 14-day cooling-off period as provided by EU consumer protection laws. Therefore, the Client waives the right to withdraw from the Contract or cancel the subscription once an advertising campaign is launched by the Client. Supercadence will consider the Client’s actions aimed at launching an advertising campaign as the explicit consent to start the services and the withdrawal right waiver.

4.4. Effects of Withdrawal. If the Client withdraws from the Contract and cancels the Subscription according to this Policy, Supercadence will reimburse the respective payment received from the Client without undue delay and in any event not later than 14 days from the day Supercadence received an eligible notice on the decision to withdraw from the Contract and cancel the Subscription. For the safety reasons, Supercadence will carry out such reimbursement using the same means of payment as the Client used for the initial transaction. In any event, the Client will not incur any fees as a result of such reimbursement. If the applicable EU law still obliges Supercadence to provide refund for some of Supercadence service and the Client requested to begin the performance of that service during the withdrawal period, the Client shall pay Supercadence an amount prorated to what has been provided prior to the eligible communication for withdrawal, in comparison with the full price of the respective Supercadence service. Accordingly, the Client may receive a partial refund.

4.5. Anti-Fraud Measures. Please note that Supercadence may remit a refund only to the same payment instrument (credit card, wire transfer, etc.) from which the initial payment was made. If the same payment instrument is unavailable anymore, the refund to a distinct payment instrument may be remitted only at the sole discretion of Supercadence. In a case when Supercadence has reasonable suspicion of potential fraud, money laundering, or illegal cash-out, Supercadence may hold or dismiss a refund. Supercadence then reserves the right to investigate any suspected fraudulent or suspicious activity related to refunds, including chargebacks or disputed transactions. Supercadence reserves the right to limit the amount of refund that can be requested per time.

In the case of any questions or inquiries regarding this Policy, please contact info@supercadence.ai.