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

During your use of the Services, you may create connections between our hardware devices, third-party hardware devices, our Services, and/or third-party services. You agree that you will not connect to the Services any hardware devices or third-party services in a manner that could be dangerous to any person(s), or which could cause damage to or loss of any property.

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

1. Infringes or violates the intellectual property rights or any other rights of anyone else;
2. Violates any law or regulation;
3. Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
4. Jeopardizes the security of your account or anyone else's;
5. Attempts, in any manner, to obtain the password, account, or other security information from any other user;
6. Violates the security of any computer network, or cracks any passwords or security encryption codes or otherwise incorporates any disabling code designed to permit improper use, access, deletion or modification of software or hardware programs or systems or improperly to disable, deactivate, damage or shut down such programs or systems;
7. Sends, creates, or replies to so called “mailbombs” (i.e., emailing copies of a single message to many users, or sending large or multiple files or messages to a single user with malicious intent) or engages in “spamming” (i.e., unsolicited emailing for business or other purposes);
8. “Crawls,” “scrapes,” or “spiders” any page or portion of the Services (through use of manual or automated means);
9. Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
10. Copies or stores any significant portion of the content;
11. Decompiles, reverse engineers, or otherwise attempts to obtain the source code of the Services; or
12. Undertake any other activity which may adversely affect the operation or enjoyment of the Services by any other person, including placing malware on the Services.

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 Levels Agreement Content

1. TP-Link will strive to maintain the Platform so that it is operational and available to you at least 99.9% of the time in any calendar month (“Service Level”). If the Monthly Uptime Percentage for a particular calendar month does not meet the Service Level, and if you have met your obligations under this Agreement, then you will be eligible to receive “Service Day Credit” as follows.

Uptime Percentage for the Month Service Days Credited

99.5% to < 99.9%

5

99% to < 99.5%

7

< 99%

15
 

As used herein, the term “Monthly Uptime Percentage” means the total number of 5-minute increments in a calendar month minus the number of 5-minute increments of Downtime in a calendar month, divided by the total number of 5-minute increments in a calendar month; the term “Downtime” means the unavailability of the service to you due to a failure of TP-Link; and the term “Service Day Credit” means the number of days that TP-Link will add to the end of the Term during which you may access the Services without charge.

2. Restrictions. You may receive a maximum of 15 Service Day Credits for all downtime that occurs in a single calendar month. Service Day Credits may not be exchanged for, or converted into, monetary amounts.

3. Exceptions. As noted, Service Day Credits are available only for Downtime. The unavailability of TP-Link for any reason other than Downtime are not eligible for Service Day Credits, and TP-Link shall have no liability to you in the event of any such unavailability. The following are examples of events that do not constitute Downtime:

(a)   any reason not attributable to TP-Link;

(b)   network or equipment failure or configuration adjustment outside of TP-Link’s control (e.g., a general outage on the Internet);

(c)   scheduled system maintenance, e.g., for dependent cloud server services, cloud data disk services, load balancing services, private network services, cloud monitoring services;

(d)   non-scheduled system maintenance, e.g., cuttings, repairs, upgrades, and simulated fault rehearsals, for which you received notice;

(e)   build failure or build congestion due to unconnected user code repositories, third-party open source repositories, third-party mirror repositories with which the build task is associated;

(f)   attacks or other misconduct on your application interfaces or data;

(g)   any reason attributable to you, e.g., security issue in your operations, your use or misuse of third-party software or equipment, your failure to follow TP-Link’s product usage documentation or usage recommendations; and

(h)   unforeseen large volume traffic bursts attributable to you for which you has not notified TP-Link in advance in writing.

4. To receive a Service Day Credit, you must notify TP-Link within 30 days from the time you become eligible to receive the credit. Failure to comply with this requirement will waive your right to receive a Service Day Credit.

Sole Remedy. This Section states your sole and exclusive remedy for any failure of TP-Link to meet the Service Level.

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.

The service takes effect upon your subscription, and cannot be unsubscribed under any circumstances.

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.

 



 

Effective Date: Dec 20, 2021