Omada Cloud Service Agreement

The Services defined herein are provided by TP-Link Corporation Limited. This document may refer to the service provider as "TP-Link Corporation Limited," "TP-Link," "we," "us," or "our."

To protect the rights and interests of users (hereinafter referred to as "you"), please read the Omada Cloud Service Agreement (hereinafter referred to as "this Agreement") carefully before using this service. This Omada Cloud Service Agreement governs your use of the Omada Cloud Service. Buying or using this service means you have reached an agreement with TP-Link and are willing to accept the terms of this Agreement.

 

Service Content

The Omada Cloud Service refers to the use of the Omada Cloud-Based Controller. It is a value-added product of TP-Link, offering a variety of privileges to you. The Omada Cloud Service is device-based licensing, and TP-Link provides multiple license types. For details and pricing, please visit https://omada.tplinkcloud.com/.

With the Omada Cloud Service, device and client info captured by an Omada Cloud-Based Controller is automatically sent to our servers for storage. When you make any changes to your devices' license status, TP-Link may (but is not obligated to) delete any or all of your cloud-based controller data stored on our servers that become inaccessible to you as a result of the changes.

To enjoy the Omada Cloud Service, devices must support the Omada solution. For detailed information about the models that support the Omada solution, please visit https://www.tp-link.com/business-networking/all-omada/. The Omada Cloud Service may be affected by your device firmware version or app version. To fully take advantage of all member privileges, it is recommended that you update your device firmware and app to the latest versions.

The privileges included in the Omada Cloud Service are subject to information published by TP-Link on the service page. TP-Link reserves the right to adjust all or part of the privileges according to its business needs and announce them on the service page. TP-Link Customer Service is also available at any time for details of current privileges.

The Omada Cloud Service does not accept any returns, refunds, or exchanges. Changing the TP-Link ID that uses the Omada Cloud Service is not allowed.

 

Service Opening and Validity

You agree to this Agreement and pay the service fee to receive the Omada Cloud Service.

Omada Cloud Service Validity Period is calculated from the date when the license is first bound to the device. The specific validity period can be viewed on the license management page. If the license expires, the device shall automatically be unbound, and a cloud-based controller can no longer manage it. However, the existing configuration is still effective, and the device can work without the Omada Cloud Service. You can assign a new license to the device after the license expires. Before the expiration date, you can unbind the license from the devices, but there is a limited number of times for unbinding. TP-Link reserves the right to suspend this service if it has not been renewed in any way before expiration.

Service Purchase and Renewal

In the event that Customer is purchasing license of the Service directly from TP-Link, then Customer shall pay the fees stated in the Order immediately through credit card or PayPal. The license fee is subject to the prices published by TP-Link on the service page. TP-Link may launch promotions from time to time. Promotion information and prices will be announced on the service page. The pricing in the invoice determines the actual price at the time of your purchase. Subsequent promotions and pricing adjustments shall not affect the completed orders.

If the deducted service fee is less than or more than the correct or advertised price, TP-Link reserves the right to complete subsequent transaction attempts up to 30 days after the transaction date to correct the payment.

If you use Credit Card as a payment method, you may be charged a foreign exchange fee by your credit card company when the charge currency differs from your credit card currency. TP-Link is not responsible for these additional charges.

Restrictions on Use

Your use of this service is subject to the following additional restrictions. You may not use or interact with the service in a manner that:

1. Violates this Agreement;
2. Violates laws, regulations, rules, ordinances, and any normative provisions with legal effect;
3. Destroys or affects TP-Link's provision of this service to any third party;
4. Violates the security of any computer network;
5. Adversely affects the services and activities of this Agreement provided by TP-Link and related third parties and infringe TP-Link and/or associated third parties' legitimate interests;
6. Uses this service to obtain illegal benefits, including but not limited to the acquisition of improper profits through resale, transfer, and sub-authorization;
7. Copy, distribute, publicly display, publicly execute, modify, reverse engineer, interfere with or circumvent any function of the Omada Cloud Service;
8. Uses this service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
9. Undertakes other actions that violate TP-Link's legitimate interests.

You acknowledge and agree that TP-Link has the right to take one or more of the following measures if a breach is discovered:

1. Take actions including but not limited to suspending or terminating all or part of member privileges of this service;
2. TP-Link shall not provide any refunds arising from the breach. TP-Link shall own the fees corresponding to the unfulfilled services as a penalty. You are solely responsible for any losses in your account. You shall also compensate TP-Link for its losses arising out of the breach, including but not limited to attorney fees and litigation fees.

Service Agreement Acceptance and Revision

This Agreement's contents include the body of the Agreement, Privacy Policy, Terms of Use, and various rules that TP-Link has published or may release/update in the future. All rules are integral to this Agreement and have the same legal effect as the body of the Agreement. Where there is a conflict between the body of the Agreement and previous rules, the body of the Agreement shall prevail. Unless expressly stated otherwise, your use of the Omada Cloud Service is governed by this Agreement.

If this agreement and related service terms need to be revised due to TP-Link's business needs, we shall notify you of modifications. Notifications of changes to the above terms shall include but not be limited to system prompts, announcements, and intranet letters. If you do not accept the revised terms, you have the option to terminate your use of the Omada Cloud Service. Your continued use of the service is deemed an acceptance of the modified Agreement.

Service Changes or Suspension

TP-Link is continually changing and improving its services. TP-Link will be continuously updated and pathched without providing any additional notice or obtain any additional consent. TP-Link may choose to suspend, interrupt, and terminate all or part of the Omada Cloud Service privileges based on its own business decisions, government actions, force majeure, and other reasons. If such situations occur, TP-Link shall notify you in the form of an announcement but is not responsible for any losses caused to you. Except in the cases explicitly stipulated by laws and regulations, TP-Link has the right to directly return to you the fees corresponding to the unfulfilled services without your application.

Force Majeure Clause

TP-Link is not responsible for losses caused by force majeure. Force majeure referred to in this Agreement includes:

1. Natural disasters;
2. Changes in laws and regulations, or government directives;
3. Reasons specific to the characteristics of network services, including but not limited to failures of basic telecommunications operators, computer or Internet-related technical defects, Internet coverage limitations, computer viruses, and hacking; and/or
4. Other unforeseeable, unavoidable, or insurmountable situations within the legal scope.

Limitations of Omada Cloud Service

You acknowledge and agree that the Omada Cloud Service, whether standalone or interfaced with third-party products or services, is not certified for emergency response. It is not a third-party monitored emergency notification system (e.g., Omada Cloud will not dispatch emergency authorities to your home in the event of an emergency). Additionally, you acknowledge and agree that the Omada Cloud Service and our employees are not a life-saving solution for you or any other person at risk. The Omada Cloud Service is not a substitute for emergency services. All emergencies should be directed to the appropriate response services. Omada Cloud Service cannot be used for applications where there are risks of property loss, personal injury, and human death etc. TP-Link does not bear any responsibility in the event of this kind application.

We make no warranty or representation that the use of the Omada Cloud Service, whether standalone or interfaced with third-party products or services, will affect or increase your level of safety or that of anyone else. You acknowledge and agree that you will not rely on the Omada Cloud Service for any life-saving or other critical purposes. Mobile notifications regarding the status and alarms related to the Omada Cloud Service are provided for information purposes only. As such, these notifications are not a substitute for a third-party monitored emergency notification system. You acknowledge that it is your responsibility to educate yourself on how to respond to emergencies.

TP-Link is not liable to the data/contents transmitted and received in the network managed by Omada Cloud Service.

CHOICE OF LAW AND COURT

This Agreement, including but not limited to its conclusion, validity, construction, performance, and settlement of the disputes, shall be governed by and construed in accordance with the law of Hong Kong, without giving effect to the principles of conflict of law.

Any dispute arising from or connected with the Agreement shall be first settled through friendly negotiation by both Parties. In case no settlement to disputes can be reached through amicable negotiation by both Parties, the disputes shall then be submitted to Hong Kong International Arbitration Centre for arbitration following its Arbitration Rules in force at the time of application. The arbitration shall proceed in Hong Kong. The arbitral award is final and binding for both Parties. The losing Party shall bear the arbitration fees except otherwise awarded by the arbitration commission.

Service Level Agreement

TP-Link Omada Cloud Service Level Agreement (“TP-Link Omada Cloud Service SLA” or “SLA”) sets forth TP-Link’s obligations and Customer’s rights with respect to the performance of TP-Link Omada Cloud Service. All capitalized terms used but not otherwise defined in this TP-Link Omada Cloud Service SLA have the meanings given to them in the Additional License Authorizations - TP-Link Omada Cloud Service Terms and Conditions (the “TP-Link Omada Cloud Service Terms and Conditions”). TP-Link reserves the right to change the terms of this SLA or the TP-Link Omada Cloud Service Terms and Conditions at any time. The current version of this SLA as of the time of renewal will apply throughout the full renewal Term.

Service Level Agreement content

1. During the Service Term, TP-Link Omada Cloud Service will be operational and available to Customer at least 99.99% of the time in any calendar month (the “Service Level”). If the Monthly Uptime Percentage does not meet the Service Level in any calendar month, and if Customer has met its obligations under this TP-Link Omada Cloud Service SLA, then Customer will be eligible to receive a Service Day Credit as follows.

2. The aggregate maximum service days credited by TP-Link to Customer for all Downtime that occurs in a single calendar month will not exceed 15 days. Service Days Credited may not be exchanged for, or converted into, monetary amounts.

3. In order to receive any of the Service Day Credits described above, Customer must notify TP-Link within 7 days from the time Customer becomes eligible to receive a Service Day Credit. Failure to comply with this requirement will forfeit Customer’s right to receive a Service Day Credit.

4. This TP-Link Omada Cloud Service SLA states Customer’s sole and exclusive remedy for any failure by TP-Link to meet the Service Level.

5. Exemption

If Services are unavailable due to the following reasons, the respective unavailable time is not considered as a calculation and compensation for unavailability of Services, and the TP-Link services team shall not be liable to you:

5.1 TP-Link services team notifies you in advance of the need for system maintenance, which includes cuttings, repairs, upgrades, and simulated fault rehearsals.

5.2 Resulting from network, equipment failure or configuration adjustment outside of the equipment to which Link belongs.

5.3 Daily system maintenance time, implicitly dependent cloud server services, cloud data disk services, load balancing services, private network services, cloud monitoring services, unavailable time for daily system maintenance time.

5.4 Build failure or build congestion due to unconnectable user code repositories, 3rd party open source repositories, 3rd party mirror repositories with which the build task is associated.

5.5 Resulting from attacks or other misconduct on your application interfaces or data.

5.6 Resulting from loss or leakage of data, passwords and passwords due to your improper maintenance or confidentiality.

5.7 Caused by your negligent authorization, misuse, owned equipment or third party software or equipment.

5.8 Caused by your failure to follow TP-Link product usage documentation or usage recommendations.

5.9 Errors arising from disabled domain name due to violations of your content or other reasons.

5.10 Reduced availability due to large volume traffic bursts without notifying TP-Link in advance in writing.

5.11 Unavailability or non-conformance of Services not attributable to TP-Link or product reasons.

5.12 If TP-Link’s performance of any of its obligations under this Agreement is prevented, hindered, or delayed by fire, flood, earthquake, hurricane, elements of nature or acts of God, pandemics, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, strikes, lockouts, labor disputes, communication or Internet delays or failures, or any other cause beyond the reasonable control of TP-Link, and could not have been prevented by reasonable precautions.

5.13 TP-Link's exemption from liability or liability for damages as described in the relevant laws and regulations, relevant agreements and relevant rules, in the relevant rules and explanations separately issued by TP-Link.

 

6. The Parties confirm and hereby acknowledge that in no case shall TP-link's total amount of damages for breach of contract caused by TP-Link in the process of your use of the Service shall exceed the total amount of service fees corresponding to the corresponding breach of contract that you have already paid.

7. TP-link understistis the right to amend the terms of this Agreement when appropriate or as necessary as changes occur. You can refer to the relevant terms of the Agreement in the latest version on TP-Link's website. If you disagree with the amendment to this Agreement by TP-Link, you shall have the right to stop using the Service. If you continue to use the Service, it shall be deemed that you have accepted the amended Agreement.

8. Definitions

Downtime means if TP-Link Omada Cloud Service is unavailable to Customer due to failure(s) in the TP-Link branded hardware, firmware, or hosted software, as confirmed by both Customer and TP-Link.

Monthly Uptime Percentage means the total number of 5-minute increments in a calendar month minus the number of 5-minute increments of Downtime suffered in a calendar month, divided by the total number of 5-minute increments in a calendar month.

Service Day Credit means the number of days that TP-Link will add to the end of the Term, and no charge to Customer.

 

Effective Date: Dec 20, 2021