Peplink Polices

Last Updated: 08th February 2024

This Peplink InControl 2, SpeedFusion Connect (previously known as SpeedFusion Connect Protect), FusionSIM Agreement (this “Agreement”) contains the terms and conditions between your use of Service (as defined below) and is an agreement between Peplink Pte. Limited (also referred to as “Peplink”, affiliates of Peplink, “we”, “us” or “our”) and you or the entity you represent (“you” or “your”), collectively the “Parties” and each individually a “Party”. This Agreement takes effect when you click an “I Accept” button or check box presented with these terms or, if earlier, when you use or agree to use any of the Service (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.

1. Term

The Term of this Agreement shall commence on the Effective Date and shall remain in full force and effect as long as any Service entered into pursuant to this Agreement remains in effect.

2. Use Of Services

The “Service” refers to the applications, software, products, and services provided by us, including any beta versions, InControl 2, SpeedFusion Connect, and FusionSIM. We retain any and all rights, title and interest in and to the Service. The Service provided may be used only by you as expressly authorized. Except as permitted in any separate written agreement, you shall not use the Service for the benefit of any third party nor make the Service available to any third party through any resale, sublicense, re-marketing or re-packaging, except to your end users or as otherwise permitted by us. You shall not and you will procure that your users shall not reverse engineer or disassemble or decompile or create any derivative works of any software or hardware in relation to the Services. You shall not and you will procure that your users shall not use any Service in a manner that unreasonably interferes with the use of Service by our other customers or authorized users.

3. Your Service Account

You are solely responsible for any and all activities that occur on your Service account regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including your contractors, agents or end users). We and our affiliates are not responsible for unauthorized access to your account. In the event that a device is returned to us pursuant to our RMA policy or our authorized partners pursuant to their return policy, or in the event that we reasonably determined (in our sole discretion) that the true legal and physical ownership of the device belongs/have been transferred to another person/entity, we reserve the right to remove such device from your Service account.

4. Regulatory Compliance

You will ensure that your use of Service and your end users’ use of Service will not violate any of the terms herein or any applicable law or any applicable regulations. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement, your content or use of the Service. You are solely responsible for the upload and download via Service. If you become aware of any violation of any of the terms herein or any applicable law or any applicable regulations caused by an end user of yours, you will immediately suspend access to Service by such end user.

5. Suspension

We may suspend your or your end user’s right to access or use any portion or all of the Service immediately upon notice to you if we determine:

(a). your or an end user’s use of the Service (i) poses a security risk, (ii) could adversely impact our Service or our suppliers or our distributors or our affiliates or our customers, (iii) could subject us or our suppliers or our distributors or our affiliates or our customers to liability, or (iv) could be fraudulent;

(b). you are, or your end user is, in breach of this Agreement;

(c). you are in breach of your payment obligations to us; or

(d). you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

6. Effect Of Suspension

If we suspend your right to access or use any portion or all of the Service:

(a). you remain responsible for all fees and charges you incur during the period of suspension; and

(b). you will not be entitled to any service credits for any period of suspension.

7. You And Your End Users

(a). You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement or use of Service. You are responsible for your end users’ use of Service.

(b). You authorize us to transmit all necessary data, including transaction and billing data, and if applicable, personal and sensitive personal data, on your behalf to any affiliate or to third parties in order to perform Service, including if applicable, the processing of personal data and/or sensitive personal data. You agree and undertake to obtain the consent of all end users and third parties to the transmission of their personal data and sensitive personal data to any relevant third parties regardless of where they may reside. You agree to procure that we shall be permitted to use, hold and process information and data (including personal data and sensitive personal data) in respect of you and your end users and other third parties that it obtains pursuant to this Agreement. You agree to defend, indemnify and hold harmless us, our suppliers, our distributors, our affiliates and our licensors, and each of our and their respective employees, officers, directors, and representatives from and against any losses, claims, damages, liabilities or other costs and expenses (including legal costs) as a result of any breach by you or any of your end users’ use of the Service, or any breach of any legislation by either Party to the Agreement caused by you, or otherwise arising in respect of data protection related issues as a result of the fulfillment of the obligations of either Party to this Agreement.

(c). You agree to and you will procure that your end users agree to grant to us the royalty-free, nonexclusive, worldwide right, but not the obligation, to use, reproduce, publish, distribute, or otherwise use statistical data and equipment data we received or generated from your use or your end user’s use of the Service (including, without limitation, to aggregate it with other data to create new products and services, to copy it, to cache it and to incorporate it into other works in any form, media or technology now known or later developed), and to sublicense such rights to third parties for purposes of creating, improving and supporting network products and services.

(d). The Parties hereby acknowledge and agree that by entering into this Agreement you have determined what personal data, as such is defined in Directive the EU General Data Protection Regulation 2016, are collected and how they are processed pursuant to this Agreement and we shall act as a data processor, as defined in the EU General Data Protection Regulation 2016, in carrying out its obligations to collect and process personal data for your pursuant to this Agreement. We shall take all reasonable technical and organizational measures against unauthorized or unlawful processing of personal data and/or sensitive personal data and against accidental loss or destruction of, or damage to personal data and/or sensitive personal data. We shall from time to time comply with any reasonable request made by you to ensure compliance with the measures mentioned in this provision. We shall take the measures mentioned in this provision having regard to the state of the technological development and the cost of implementing the measures, so as to ensure a level of security appropriate to (a) the harm that may result from breach of such measures and (b) the nature of the personal data and/or sensitive personal data to be protected. We shall take reasonable steps to ensure the reliability of any employees of ours who have access to relevant personal data or sensitive personal data.

8. Our Indemnity

(a). We will defend any action brought against you to the extent that it is based upon a claim that Service provided by us to you under this Agreement, infringe any U.S., EU, other countries or regions patent, copyright, trademark or other intellectual property right, or that the Products incorporate any misappropriated trade secrets. Subject to the limitation of our liability in Section 10, we will pay any costs, damages and reasonable attorneys’ fees attributable to such claims that are awarded against you in such action. Our obligations under this subsection (a) are contingent upon: (i) You giving prompt written notice to us of any such claim; (ii) You allowing us to control the defense and any related settlement of any such claim; and (iii) You furnishing us with reasonable assistance in the defense of any such claim, so long as we pay you reasonable out-of-pocket expenses.

(b). If you use of any of Service hereunder is, or in our opinion is likely to be, enjoined due to the type of claim specified in subsection (a) above, then we will, subject to the our limitation of liability in Section 10, at its sole option and expense: (i) procure for you the right to continue using such Service under the terms of this Agreement; (ii) replace or modify such Service so that they are non-infringing and substantially equivalent in function to the enjoined Service; or (iii) if options (i) and (ii) above cannot be accomplished despite our reasonable efforts, then we may terminate your rights and our obligations hereunder with respect to such Service and refund to you the unused portion of service and licence of the amounts paid by you.

(c). We and its affiliates will have no obligation under subsection (a) or (b) for any claim of infringement or misappropriation resulting from: (i) combination or use of Service with equipment, products, or processes not furnished by us; (ii) modifications to Service not prepared by us; or (iii) failure of you to use updated or modified Service provided by us to avoid a claim of infringement or misappropriation.

(d). THE PROVISIONS OF THIS SECTION SET FORTH OUR SOLE AND EXCLUSIVE OBLIGATIONS, AND YOUR SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND

9. Exclusion Of Damages

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY LOST DATA, REVENUE OR PROFIT, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING NEGLIGENCE), ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO PROVIDE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Limitation Of Liability

IN NO EVENT WILL OUR OR OUR SUPPLIER’S OR OUR DISTRIBUTOR’S OR OUR AFFILIATE’S OR OUR LICENSOR’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY, FROM ALL CAUSES OF ACTION AND THEORIES OF LIABILITY, EXCEED THE LESSER OF ONE (1) MILLION US DOLLAR OR THE AMOUNT PAID BY YOU DURING THE IMMEDIATE PRECEDING TWELVE (12) MONTHS OF SERVICE GIVING RISE TO THE LIABILITY. THE LIMITATION ON LIABILITY FOR DAMAGES SET FORTH HERE WILL NOT BE AFFECTED BY ANY FAILURE OF THE SOLE AND EXCLUSIVE REMEDIES UNDER THIS AGREEMENT. THIS LIMITATION OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES HEREIN.