Omada Cloud Service Agreement

The Services defined herein are provided by TP-Link Systems Inc. This document may refer to the service provider as "TP-Link Systems Inc.," "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 (or “Service”) refers to the use of the Omada Cloud-Based Controller, which offers a variety of benefits to users of supported TP-Link hardware. For information regarding the features of the Omada Cloud Service and pricing, please visit https://omada.tplinkcloud.com/ (login required).

With the Omada Cloud Service, device and client information 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.

For detailed information about the TP-Link devices that support the Omada Cloud Service, please visit https://www.tp-link.com/business-networking/all-omada/. Access to the Omada Cloud Service and/or its performance may be affected by your device firmware version or app version. For optimal performance with the Omada Cloud Service, please keep your device firmware and app updated to the latest versions.

TP-Link reserves the right to adjust all or part of the feature set of the Omada Cloud Service at any time in its sole discretion.

TP-Link does not offer any returns, refunds, or exchanges for the Omada Cloud Service.

Once you have signed up for the Omada Cloud Service using a TP-Link ID, you cannot change the TP-Link ID that is associated with the Omada Cloud Service account.

Service Opening and Validity

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

A device license for the Omada Cloud Service will be valid for a period 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 is not renewed before expiration, the device shall automatically be unbound, and it can no longer be managed using the Omada Cloud Service. However, the existing configuration will remain effective, and the device can work without the Omada Cloud Service. You can assign a new license to the device after the license expires. You may unbind a license from a device before the license expires, but there is a limited number of times you can unbind a license from a device. The Omada Cloud Service TP-Link reserves the right to suspend this service if it has not been renewed in any way before expiration.

A device license cannot be terminated before its expiration date. TP-Link does not offer refunds for unused device licenses.

Service Purchase and Renewal

In the event that Customer purchases a license of the Omada Cloud Service directly from TP-Link, then Customer shall pay the license fees immediately through credit card or PayPal. The license fee is subject to the prices published by TP-Link 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 completed orders.

If the deducted license 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.

You may be charged a foreign exchange fee by your credit card company if the charge currency differs from your credit card currency. TP-Link is not responsible for these additional charges.

TP-Link does not offer refunds for licenses to the Omada Cloud Service under any circumstances.

Restrictions on Use

During your use of the Omada Cloud Service, 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 Omada Cloud Service any hardware devices or third-party services in a manner that could be dangerous to any person or which could cause damage to or loss of any property.

Your use of the Omada Cloud Service is subject to the following additional restrictions. You may not use the Omada Cloud Service or interact with it 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, or allows users or devices to access the Omada Cloud Service without authorization by TP-Link;
  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 Omada Cloud Service (through use of manual or automated means);
  9. introduce any malware, 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 provided to you through the Omada Cloud Service;
  11. decompiles, reverse engineers, or otherwise attempts to obtain the source code of the Omada Cloud Service;
  12. degrades the performance of the Omada Cloud Service or any TP-Link device; or
  13. undertake any other activity which may adversely affect the operation or enjoyment of the Services by any other person.

 

Disclaimer of Warranties

THE OMADA CLOUD SERVICE IS PROVIDED “AS IS.” TP-LINK DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT THE SERVICE WILL OPERATE IN THE COMBINATIONS THAT YOU MAY SELECT FOR USE, OR THAT THE OPERATION OF THE CLOUD SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED. EXCEPT AS EXPRESSLY WARRANTED IN THIS AGREEMENT, TP-LINK DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. YOU ACKNOWLEDGE THAT TP-LINK DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. TP-LINK IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. TP-LINK IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION, OR SECURITY OF THE SERVICE THAT ARISE FROM YOUR CONTENT, YOUR APPLICATIONS, OR THIRD-PARTY CONTENT. TP-LINK DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE RELIABILITY, ACCURACY, COMPLETENESS, CORRECTNESS, OR USEFULNESS OF THIRD-PARTY CONTENT, AND DISCLAIMS ALL LIABILITIES ARISING FROM OR RELATED TO THIRD-PARTY CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

Limitation of Liability

TP-LINK SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), DATA, OR DATA USE. THE MAXIMUM LIABILITY OF TP-LINK FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY CUSTOMER ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID BY YOU TO TP-LINK FOR THE SERVICES THAT ARE THE SUBJECT OF THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, LESS ANY REFUNDS OR CREDITS RECEIVED BY YOU FROM TP-LINK.

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.

TP-Link reserves the right to modify the terms of this Agreement or any related service at any time. TP-Link will notify you of such modifications by means including but not limited to system prompts or announcements, emails, 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 shall be deemed an acceptance of the modified Agreement.

Service Changes or Suspension

TP-Link is continually changing and improving its services. TP-Link will continuously update the Omada Cloud Service without providing any additional notice or obtain any additional consent from you. TP-Link may choose to suspend, interrupt, and terminate all or part of the Omada Cloud Service for any reason in its sole discretion. If such situations occur, TP-Link shall notify you in the form of an announcement, but TP-Link will not be 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 request.

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. epidemics
  3. acts of war or terrorism
  4. changes in laws and regulations, or government directives;
  5. 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
  6. other situations beyond the reasonable control of TP-Link.

 

Limitations of the 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. The Omada Cloud Service cannot be used for applications where there are risks of property loss, personal injury, and human death, etc. and TP-Link shall bear no responsibility where Omada Cloud Service is used for such applications.

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 for any data stored, transmitted, or received in any network managed by the Omada Cloud Service.

CHOICE OF LAW AND COURT

This Agreement and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of California, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California.

Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled exclusively by arbitration administered by the American Arbitration Association before a single arbitrator in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be Orange County, California The arbitration shall be governed by the laws of the State of California. The arbitrator shall award to the prevailing party, if any, as determined by the arbitrators, all of their costs and fees. The award of the arbitrators shall be accompanied by a reasoned opinion. Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. You and TP-Link agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence or cross-examine witness. In such event, the other party shall be required to present evidence and legal argument as the arbitrator may require for the making of an award. Such waiver shall not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above.

Notwithstanding any language to the contrary in the contract documents, you and TP-Link hereby agree that the Underlying Award may be appealed pursuant to the AAA’s Optional Appellate Arbitration Rules (“Appellate Rules”), that the Underlying Award rendered by the arbitrator shall, at a minimum, be a reasoned award; and that the Underlying Award shall not be considered final until after the time for filing the notice of appeal pursuant to the Appellate Rules has expired. Appeals must be initiated within thirty (30) days of receipt of an Underlying Award, as defined by Rule A-3 of the Appellate Rules, by filing a Notice of Appeal with any AAA office. Following the appeal process the decision rendered by the appeal tribunal may be entered in any court having jurisdiction thereof.



 

Effective Date: January 29, 2024