BEFORE YOU LOG INTO AND/or REGISTER AS A USER OF THE ROQOS CLOUD-BASED SERVICE WHICH MAY INCLUDE CELLULAR DATA SERVICE (THE “SERVICE”) , CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT (“Agreement”). These Terms constitute a contractual agreement between you, the customer under this Agreement (“you” or “User”), and Roqos (“Roqos”, “us” or “we”). BY REGISTERING AND/OR LOGGING INTO THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THAT YOU ARE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT register with or LOG INTO THIS SERVICE.
1. YOUR ACCOUNT – By purchasing or otherwise registering for the Service which may include cellular data to access the internet, you acknowledge that you will establish an account with us. You agree to be responsible for all activities, charges including (if applicable) cell data overage charges, changes, and obligations incurred through your account, whether or not authorized by you. Further, you agree that security of your account information, including your user name and password, is your responsibility, and that Roqos may assume without inquiry that any person in possession of your user name and password has authority to access or modify your account or the Services.
3. FEES AND PAYMENT – As consideration for the Services, you agree to pay Roqos the applicable fees set forth on your order at the time of your selection of the Services and all taxes. We charge for fee-based Services in advance and on a monthly, a yearly or other basis depending upon the subscription plan you select during the purchase of the Service. Roqos provides a money back guarantee for the first 30 day period from shipment of the Roqos hardware unit (the “Hardware”); you must contact Roqos Customer Service and return the Unit within 30 days from purchase. After the initial thirty-day period, all fees are non-refundable. When you register for the Service, you must designate a payment method and provide Roqos with accurate billing and payment information and promptly update such billing and payment information if it changes. We will bill you for the Services through the payment method designated by you at the time you subscribe, including any cellular data overage charges. You authorize and direct us to charge your designated payment method for these charges. Further, you authorize and direct us to retain information about the payment method(s) associated with your account. If we do not receive payment from your designated payment method you agree to pay all amounts due under this Agreement upon demand by us. After the initial subscription period Roqos will continue to charge your designated payment method, and the Services will continue on a monthly or a yearly basis at the same rate, unless and until you contact Roqos Customer Service and request termination of the Services. You understand that if you terminate your Service, your Hardware will not get the cybersecurity, user control signatures and software updates, the hardware warranty will expire, and the Software will stop managing the Hardware devices. We may change our fees and billing methods for new subscriptions to the Services at any time. You must notify Roqos about any billing problems or discrepancies within 90 days after they first appear on your billing method statement. If you do not bring them to our attention within 90 days, you agree that you waive your right to dispute such problems or discrepancies.
4. LICENSE GRANT – Subject to User’s payment of all applicable fees and charges, Roqos grants to User the non-exclusive, non-transferable, non-sublicenseable, personal, limited right to use the Service, and to access and download the portions of the Software made available to users by Roqos as part of the Service, as updated by Roqos from time to time during the term of this Agreement (the “Software”) in the manner described below under “SCOPE OF LICENSE AGREEMENT.”
5. SCOPE OF LICENSE AGREEMENT – A. The Software is made available for User’s personal use only in connection with the Service with the Roqos Hardware. B. User may not rent, lease, sub-license, give, copy, lend, nor convey the Software to any other person or entity. User may not modify, translate, reverse engineer, decompile, disassemble or create derivative works based on the Software.
6. OWNERSHIP – User acknowledges and agrees that the Software (including any updates, enhancements or modifications thereto) and the Documentation, and all intellectual property rights therein are the sole and exclusive property of Roqos, protected by United States copyright laws, other intellectual property laws and international treaty provisions. User agrees to indemnify and hold Roqos harmless from all losses incurred by Roqos (including, without limitation, court costs and reasonable attorney’s fees) arising out of, based upon or as a result of any misappropriation of Roqos’s trade secrets or infringement of Roqos’s intellectual property rights, or User’s failure to abide by this Agreement, and further agrees that any such misappropriation, infringement or breach shall be grounds for Roqos to terminate the license granted under this Agreement and your access to the Services.
7. HARDWARE WARRANTY; DISCLAIMER OF WARRANTIES – A. The Hardware is warranted to function in accordance with the applicable specifications during the first year after the purchase, unless the extended hardware warranty is provided with special promotions. If you are experiencing problems with the Hardware, please contact Customer Services and Roqos will advance ship replacement Hardware. You must return the hardware within thirty (30) days of receipt of the replacement Hardware, or we may charge your payment method for the unreturned Hardware. This provision states your sole and exclusive remedy under the Hardware warranty. The warranty shall be inapplicable to damage to the Hardware caused by abuse or misuse.
B. EXCEPT AS PROVIDED IN SECTION 7A ABOVE, THE HARDWARE, SERVICE AND SOFTWARE LICENSED HEREUNDER ARE PROVIDED “AS IS.” EXCEPT AS PROVIDED IN SECTION 7A ABOVE, ROQOS DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE HARDWARE, SOFTWARE AND THE SERVICES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.
8. LIMITATION OF LIABILITY; LIMITATION OF REMEDIES – User is solely responsible for determining the suitability of the Service for User’s purposes, and User assumes all risks that the Service is not suitable for the User’s purpose. In no event shall Roqos be held liable for any damages incurred by User or by any third party, including but not limited to, loss of profits , business interruption, lost savings, loss of data, or any other direct, indirect or consequential damages arising out of use or the inability to use the Hardware, Service, Software or the Documentation, even when advised of the possibility of such damages. SOME STATES DO NOT ALLOW ROQOS TO LIMIT ITS LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OR EXCLUDE CERTAIN WARRANTIES. IN THOSE STATES, ROQOS’ LIABILITY AND WARRANTIES ARE LIMITED TO THE EXTENT PERMITTED BY LAW. YOUR ONLY REMEDY FOR ANY DEFECTIVE SOFTWARE IS REPLACEMENT OF THE SOFTWARE. IN ANY OTHER DISPUTE WITH US WITH RESPECT TO THE SERVICES, YOUR ONLY REMEDY IS TO STOP USING YOUR ACCOUNT AND CANCEL THE SERVICES AT THE END OF THE APPLICABLE TERM. IN NO EVENT WILL OUR LIABILITY TO YOU EXCEED THE TOTAL AMOUNT OF SERVICE FEES PAID DURING A ONE-MONTH PERIOD.
9. LATE FEES; SUSPENSION; TERMINATION; LATE FEES – After 30 days from the date of any unpaid charges, your account will be deemed delinquent, the Services may be blocked. We reserve the right to assess an additional 1.5 percent late charge (or the highest amount allowed by law, whichever is lower) per month if your payment is more than 30 days past due and to use any lawful means to collect any unpaid charges, in addition to our other remedies. You are liable for any fees, including attorney and collection fees, incurred by us in our efforts to collect any unpaid charges due from you. Roqos may terminate this Agreement and the license granted to User upon failure of User to comply with any of the terms and conditions of this Agreement. Roqos will provide notice via email or delivery of a letter of its intent to terminate the Agreement and license. If a breach is curable, Roqos may provide the User with twenty (20) days prior to termination date to cure the failure to comply with the terms and conditions of this Agreement. Additionally, Roqos reserves the right to suspend User’s access to the Service and block cellular data access in the event Roqos believes User is exploiting the Service or the Software in any manner inconsistent with the terms and conditions of this Agreement. Upon termination of this Agreement, all unpaid charges owed to Roqos by User shall become immediately due and payable. Upon termination of this Agreement, User will destroy or return all originals and copies of the Software and certify to Roqos that User has complied with these terms.
10. INDEMNIFICATION – User shall indemnify, defend and hold harmless Roqos, its officers, directors, employees, principals, shareholders and agents from and against any loss, liability (including settlements, judgments, fines and penalties) or costs (including reasonable attorney fees, court costs and other litigation expenses) arising out of or relating to any action, suit or proceeding (including, without limitation, brought by a government agency or any other person residing in User’s residence) that arises from: (i) violations of law or order; (ii) injury or death of any person, loss of or damage to any property resulting from the negligent acts or omissions or an intentional or reckless act by User or anyone using User’s account; (iii) any inaccuracies, omissions or issues relating to the data of User; or (iv) any breach of this Agreement by User.
11. TAXES – User agrees to pay all value added, sales and other taxes (other than taxes based on Roqos’s income) related to the purchase of the Hardware and the license granted hereunder, upon request by Roqos.
12. GOVERNING LAW; CHOICE OF FORUM – This Agreement shall be construed in accordance with the substantive laws of the Commonwealth of Virginia. User agrees that any disputes or claims that User may have against Roqos will be resolved by a state or federal court located in Fairfax County or the City of Alexandria, Virginia and User agrees and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. PLEASE NOTE THAT BY AGREEING TO THESE TERMS OF SERVICE, YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST US BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, STATE OR FEDERAL COURTS IN THE COMMONWEALTH OF VIRGINIA OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH US; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF COURTS LOCATED IN THE COMMONWEALTH OF VIRGINIA FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS.
13. FORCE MAJEURE – Roqos shall not be liable to User for any delay or failure of performance of this Agreement, or for the unavailability of the Service, and no delay or failure of performance or unavailability shall constitute a default or give rise to any liability for damages or otherwise if such delay or failure is caused by a “force majeure event.” As used in this Agreement, “force majeure” includes, but it not limited to, acts of God such as hurricanes, floods, epidemics, and natural disasters, civil disturbance, third party labor disruptions, acts of war, terrorism, riots, civil disorders, rebellions or revolutions; quarantines, embargoes and other similar governmental action such as declaration of emergency, and any other causes which are beyond the control of Roqos.
14. WAIVER OF JURY TRIAL – USER WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT UNDER THIS AGREEMENT OR ANY DOCUMENTS RELATED HERETO.
15. SEVERABILITY – User agrees that the terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, in whole or in part, that term or provision will not affect the remainder of this Agreement; this Agreement will be deemed amended to the extent necessary to make this Agreement enforceable, valid and, to the maximum extent possible consistent with applicable law, consistent with the original intentions of the parties; and the remaining terms and provisions will remain in full force and effect.
16. CONSTRUCTION – The parties desire that this Agreement be construed according to its terms, in plain English, without constructive presumptions against the drafting party, and without reference to the section headings.
17. EXPORT RESTRICTIONS AND COMPLIANCE WITH LAWS – User agrees that it is prohibited by law from exporting the Hardware, Software or the Documentation to certain countries, and will to comply with all applicable export regulations if exporting to another country, including any applicable prohibition on exports to certain countries. User agrees to comply with all applicable laws in connection with use of the Hardware, Software and the Documentation.
18. ASSIGNMENT AND RESALE – User’s rights under this Agreement are not assignable or transferable. Any attempt to transfer, assign or encumber the rights under this Agreement, including, without limitation, by attachment, levy, garnishment or otherwise, renders this Agreement terminable at Roqos’s option. Roqos reserves the right to assign this Agreement. User agrees that Roqos may transfer this Agreement and all information relating to it to a purchaser of the business, whether by merger, sale of all or substantially all Roqos’s assets or the assets of a Roqos division, or otherwise.
19. USER AGREES THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION USER MAY HAVE ARISING OUT OF OR RELATED TO THIS AGREEMENT OR OF THE SERVICES MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR SUCH CLAIM WILL BE FOREVER BARRED.
20. SURVIVAL – Provisions of this Agreement which by their nature are intended to survive termination of this Agreement will survive any termination of this Agreement, including Sections 5B, 6 through 8, and 10 through 21 of this Agreement.
21. NOTICES AND ANNOUNCEMENTS – A. Except as expressly provided otherwise herein, all notices to Roqos must be in writing, delivered by email sent to the administrative contact address provided on the Roqos website.
B. We may, at any time, and at our sole discretion, modify this Agreement. We will notify you when you make any modifications. Any such modification will be effective immediately upon public posting. Your continued use of our Service following any such modification constitutes your acceptance of these modified Terms.
C. All notices to User will be delivered to your mailing address or e-mail address as provided in User’s account information. You authorize us to contact you as our customer via telephone, e-mail or postal mail regarding information that we deem is of potential interest to you, unless you opt-out in accordance with the procedures set out in our website. Notices and announcements may include commercial e-mails, telephone solicitations and other notices describing changes, upgrades, new products and services or other information.
The Roqos Website and Services are not intended for general use, and are not directed to children under the age of 18. No one under age 18 is allowed to sign up to use the Service.
2. TYPES OF INFORMATION COLLECTED AND OUR USES OF COLLECTED INFORMATION – We collect the following types of information about our Users: Personally Identifiable Information and Non-Personally Identifiable Information.
Personally Identifiable Information. Personally Identifiable Information is information that identifies a specific User. When you engage in certain activities on the Website, such as creating an account for the Service from us, purchasing products, sending us emails or other communications, requesting information about our Service, our billing or otherwise, (collectively, “Identification Activities”), we receive and collect the information provided. If you elect to engage in an Identification Activity, we ask you to provide us with certain personal information about yourself, such as your first and last name, mailing address (including zip code), email address, and telephone number. When you purchase products or order the Service, we also ask you to provide us with your credit card number or information on other payment methods, expiration date and authentication codes or related information. Depending on the activity, some of the information we ask you to provide is identified as mandatory and some may be identified as voluntary. If you do not provide the mandatory information for a particular activity that requires it, you will not be permitted to engage in that activity.
We use Personally Identifiable Information to provide products and the Service to you, administer those products and the Service, obtain payment for the products and Services, enhance the operation of the Website, improve our marketing and promotional efforts, analyze Website and Service use, and to improve our product and service offerings. We may also use Personally Identifiable Information to troubleshoot products, the Service, resolve disputes, accomplish administrative tasks, contact you, respond to your requests, enforce our agreements with you, comply with applicable law, and cooperate with law enforcement activities. We may also provide this information to Third Party Service Providers who are assisting us with any of these activities.
Additionally, our Service entails the collection and retention of certain information concerning activities on the Internet and on your network, device information, and other similar information through the Hardware. It allows the subscriber to monitor network and Internet usage through various hardware devices, but does not retain user name, address, or email in such collected information. We collect and store such information concerning network and Internet usage and device information in anonymous format, using data such as the subscriber zip code to aggregate the data.
We use Non-Personally Identifiable Information for troubleshooting activities, to administer the Website and Service, analyze trends, gather and analyze demographic information for our self or for others, develop new products or features, comply with applicable law, and cooperate with law enforcement activities. We may also share this information with our Third Party Service Providers and others to measure the overall effectiveness of online content, programming, services and other similar uses.
4. RELEASE OF NON-PERSONALLY IDENTIFIABLE INFORMATION – We may use Third Party Service Providers to track and analyze Non-Personally Identifiable usage and volume statistical information from our users to administer our products and Service and improve their quality. Please note that this is not Personally Identifiable Information, only general summaries of the activities of our Users. Such data is collected on our behalf, and is owned and used by us, and is aggregated using zip code information. We reserve the right to provide such data in an aggregated fashion to others. We may also provide aggregate statistics about our customers, sales, online traffic patterns, and related information to reputable third parties, but these statistics will not include any Personally Identifiable Information.
5. UPDATING AND CORRECTING INFORMATION – We believe that you should have the ability to access and update the Personally Identifiable Information you provide us. You may change any of your Personally Identifiable Information associated with your subscription to our Service by logging into your account in Roqos App and making the changes.
We encourage you to promptly update your Personally Identifiable Information if it changes, and under the terms of the Service you are required to keep such information up to date. You may ask to have such information on your account deleted or removed; however, because we keep track of past transactions, you cannot delete information associated with past transactions with us. In addition, it may be impracticable for us to completely delete all of your Personally Identifiable Information because we periodically backup information.
6. USER CHOICES ON COLLECTION AND USE OF INFORMATION – As a condition of purchase of our products and Service, we may send you administrative emails or other notices. You cannot opt-out of Administrative Notices. “Administrative Notices” relate to a User’s activity on the Website and the services, and include emails and notices regarding a particular User’s account, requests or inquiries, and purchases of products and services.
7. SECURITY OF INFORMATION – The Personally Identifiable Information we collect from you when you subscribe to our Service resides on a server and we have put in place procedures intended to safeguard that information.
8. PASSIVE DATA TRACKING FROM THE WEBSITE – Like most web site operators, we track IP addresses and use tracker technology provided by Google Analytics. Our system and Hardware also automatically gathers information about the areas you visit on the Website and collects operational information about the technology you use, such as your browser, type of computer, operating systems, Internet service providers, and the domain name of the web site from which you linked to the Website.
Roqos Service includes GeoLite2 data created by MaxMind, available from http://www.maxmind.com.