1. Purpose

Welcome to RokaCom, we are happy you’re here and hope you enjoy RokaCom’s offerings.

This defines RokaCom’s Terms and Conditions for RokaCom’s products, service, apps, applications, software and any other part of the RokaCom system, hereinafter “RokaCom’s Offerings”. This agreement includes our Privacy Policy, any Orders, and any other referenced policies and attachments

Please read these Terms carefully as they are a binding agreement between You and RokaCom.com. All Users of RokaCom Offerings need to read this agreement.  By using downloading or using any of RokaCom’s offerings you acknowledge that you agree to RokaCom’s Terms and Conditions along with RokaCom’s Privacy Policy, and accept these terms.

If you do NOT accept them, you must not download or use any of RokaCom’s Offerings.

2. Definitions and Nomenclature

"RokaCom" means RokaCom, LLC or any of its affiliates, such as Roka Security, LLC and Roka Industries Inc. unless otherwise stated.

"RokaCom Offerings" means any part of the RokaCom system, including but not limited to the RokaCom mobile application (app), the web services, api, or any part, product or services that are part of the RokaCom system. This may also be expressed as “RokaCom’s Offering” or “RokaCom’s Offerings”

"Buyer", "Customer" and "Subscriber" means the person(s), company, firm, organization, corporation, or government representative who purchases the RokaCom Offering from RokaCom.

"User" means person(s) who use the RokaCom Offerings, i.e. the end user or users.

“We,” “Us” or “Our” means the RokaCom company that owns and operates RokaCom’s Services

“You” or “Your” means, in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity which have entered into Order Forms.

3. Licensing Agreement

RokaCom’s Offerings are licensed, not sold.  This agreement only gives you some rights to use the services and product offerings of RokaCom.  If RokaCom disables the ability for you to use any of RokaCom’s Offerings, any associated licensing rights will terminate.

RokaCom grants you a non-exclusive, non-sublicenseable and non-transferable license to RokaCom Offerings as defined in the contract with the Buyer.

4. Payment Terms

Buyer agrees to pay all fees in accordance with each Order and Contract. Unless otherwise specified in your Contract and Order, you will pay all amounts in U.S. dollars. Other than as expressly set forth in Section labeled “Return Policy”, all amounts are non-refundable, non-cancelable and non-creditable. In making payments, you acknowledge that you are not relying on future availability of any RokaCom Offerings beyond the current License Term or Subscription Term or any upgrades or feature enhancements. If you add Authorized Users during your License Term or Subscription Term, we will charge you for the increased number of Authorized Users pursuant to the then-currently applicable rates in your next billing cycle. You agree that we may bill your credit card for renewals, additional users, and unpaid fees, as applicable. If you purchase any Products through a Reseller, you owe payment to the Reseller as agreed between you and the Reseller, but you acknowledge that we may terminate your rights to use Products if we do not receive our corresponding payment from the Reseller.

If your contract specifies payments are in the arrears (paid after service month), unpaid invoices will incur a 10% late fee after 30 days overdue, and an additional 5 % every 30 days thereafter. RokaCom reserves the right to waive these fee at their sole discretion for whatever reason we choose.

5. Taxes

Your payments under this Agreement exclude any taxes or duties payable in respect of the Roka Offerings in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by RokaCom, you must pay to RokaCom the amount of such taxes or duties in addition to any fees owed under this Agreement. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide to RokaCom any such exemption information, and RokaCom will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.

6. Subscription Terms and Renewals

RokaCom’s Offerings are provided on a subscription basis for a set term specified in your Contract (“Subscription Term”). Except as otherwise specified in your Contract, all subscriptions will automatically renew for periods equal to your initial Subscription Term (and you will be charged at the then-current rates) unless you cancel your subscription through your account. Notification to cancel your subscription is required 30 days in advance of your end date.  If you cancel, your subscription will terminate at the end of then-current billing cycle, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.

7. No-Charge Products

We may offer certain RokaCom Offerings to you at no charge, including free accounts, trial use, and access to Beta Versions as defined below (“No-Charge Products”). Your use of No-Charge Products is subject to any additional terms that we specify and is only permitted for the period designated by us. You may not use No-Charge Products for competitive analysis or similar purposes. We may terminate your right to use No-Charge Products at any time and for any reason in our sole discretion, without liability to you. You understand that any pre-release and beta products we make available (“Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Products. We make no promises that any Beta Versions will ever be made generally available. In some circumstances, we may charge a fee in order to allow you to access Beta Versions, but the Beta Versions will still remain subject to this Section labelled “No-Charge Products”. All information regarding the characteristics, features or performance of Beta Versions constitutes RokaCom’s Confidential Information. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Products, including any Support and Maintenance, warranty, and indemnity obligations.

8. Restrictions

You shall not:

1. use, or permit the use of, the Licensed Applications for any purpose other than as permitted in terms of this agreement;
2. remove or alter any patent, trade mark, logo, copyright or other proprietary notices in the Licensed Applications.
3. Except as otherwise expressly permitted in this Agreement, you will not: (a) rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, transfer, or provide access to RokaCom’s Offerings to a third party, (b) use RokaCom’s Offerings for the benefit of any third party, (c) incorporate any of RokaCom’s Offerings into a product or service you provide to a third party, (d) interfere with any subscription or license mechanism in RokaCom’s Offerings or otherwise circumvent mechanisms in RokaCom’s Offerings intended to limit your use, (e) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any RokaCom Offering, except as permitted by law, (f) remove or obscure any proprietary or other notices contained in any of RokaCom’s Offerings.

9. Service Availability

RokaCom works hard and has spent effort to ensure RokaCom’s services are scalable, fault tolerant and highly resilient. Our goal at RokaCom is to have RokaCom’s offerings as an “always on” service.  However, we cannot guarantee that the service will always be available due to a number of factors including but not limited to: User location, User Internet Service availability, Internet Service Provider outages.

If you experience service issues, we recommend you visit our support site at https://support.rokacom.com for answers to your service availability issues.

10. Emergency Services

You acknowledge and accept that:

1. RokaCom’s Offerings do not offer access to Emergency Services.
2. To access Emergency Services, you must use a traditional wireless or wire line telephone service that offers access to Emergency Services.
3. RokaCom is not a replacement for your telephone and cannot be use for emergency calling.
4. There are no emergency services on RokaCom and it does NOT replace the local emergency services.
5. NO E911 : RokaCom is not connected to, nor comply with United States 911 or E911 services.

11. Modifications and Termination

We reserve the right to modify our offerings, sites, applications, apis, services or products.  at any time, with or without notice to you. For example, we may add or remove functionality or features, and we may suspend or stop a particular feature altogether. We also reserve the right to charge a fee for any of our features at any time.

12. Refund Policy

As part of our commitment to customer satisfaction, it is our customary business practice to allow customers to cancel the service within the first 30 days of the contract period for any reason or no reason and to receive a refund of the amount already paid for the first 30 days. In the context of RokaCom’s Offerings, a refund means that we will disable the Buyer’s Organizational account that allowed the User’s to access RokaCom’s Offerings. We will not accept cancellations within the contract period after the first 30-day period. You understand that RokaCom may change this practice in the future in accordance with Section labelled “Changes to Terms and Conditions.“

13. Term and Termination

This Agreement is in effect for as long as you have a valid License Term or Subscription Term (the “Term”), unless sooner terminated as permitted in this Agreement. Either party may terminate this Agreement before the expiration of the Term if the other party materially breaches any of the terms of this Agreement and does not cure the breach within thirty (30) days after written notice of the breach. Either party may also terminate the Agreement before the expiration of the Term if the other party ceases to operate, declares bankruptcy, or becomes insolvent or otherwise unable to meet its financial obligations. You may terminate this Agreement at any time with notice to RokaCom, but you will not be entitled to any credits or refunds as a result of convenience termination for prepaid but unused RokaCom Offering subscriptions, or Support and Maintenance. If Buyer has a contract with payment terms that are in the arrears, Buyer is still responsible for the payment amount for the remainder of the contract term. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. Once the Agreement terminates, you (and your Authorized Users) will no longer have any right to use or access any RokaCom Offerings, or any information or materials that we make available to you under this Agreement, including RokaCom Confidential Information. You are required to delete any of the foregoing from your systems as applicable (including any third-party systems operated on your behalf) and provide written certification to us that you have done so at our request.

14. Deletion at End of Subscription Term

RokaCom may remove or delete Buyer’s and Users Data within a reasonable period of time after the termination of your Subscription Term.

15. Usage of Service

Do not use RokaCom’s Offerings in a way that violates local law or the United States Laws, or interferes with RokaCom’s Offerings Operations or features.

If in RokaCom’s sole discretion determines that you are acting inappropriately, we reserve the right to terminate your account, prohibit you from using the service, and take appropriate legal actions.

16. Electronic Communication

When you use any of RokaCom’s Offerings, email or other electronic form of communication to communicate with us, you consent to receive electronically any communications related to the use of RokaCom’s Offerings.

RokaCom may communicate with you by email, posting notices on the site, or through our support system, or RokaCom’s service itself.  You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. All notices from us intended for receipt by you shall be deemed delivered and effective when sent to the email address you provide to us.

Please note that by creating a user account or otherwise providing us with your email address, postal address or phone number, you are agreeing that we or our agents may contact you at that address or number in a manner consistent with our Privacy Policy.

17. WARRANTY DISCLAIMER

ALL PRODUCTS ARE PROVIDED “AS IS,” AND ROKACOM AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. ROKACOM SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF ROKACOM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER ROKACOM NOR ANY OF ITS THIRD PARTY SUPPLIERS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY PRODUCTS OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF ANY ROKACOM OFFERINGS WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE ROKACOM OFFERINGS WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (C) THE ROKACOM OFFERINGS (OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE ROKACOM OFFERINGS) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS); (D) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE ROKACOM OFFERINGS (OR ANY SERVER(S) THAT MAKE A HOSTED SERVICE AVAILABLE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

18. Limitation of Liability

RokaCom shall not be liable for (1) any loss of anticipated profits, (2) any loss of actual profits, (direct or indirect), (3) any loss of anticipated savings, (4) any loss of business, (5) any economic loss of whatever nature or circumstance, (6) any indirect special or consequential loss or damage howsoever caused, and/or (7) any loss arising as a result of any third party bringing a claim of any nature whatsoever.  RokaCom shall not be liable for any such loss whether or not any such loss or damage was foreseen, direct, foreseeable, known or otherwise.

RokaCom shall not be liable to you or your organization for any damages resulting from loss or disclosure of data, loss of use of equipment, lost contracts or for any special, indirect, incidental, punitive, exemplary or consequential damages in any way arising out of our in connection with the licensed use of RokaCom’s offerings. RokaCom’s entire liability to the Buyer (including contract, tort, or warranty), shall not exceed the fees paid for RokaCom’s offerings by the Buyer. The limitations set forth in this agreement shall not exclude or limit RokaCom’s liability beyond what is permitted by applicable law and arising solely from RokaCom’s gross negligence.

19. Intellectual Property and Proprietary Rights

Any intellectual property rights (including, without limitation, patents, registered and unregistered designs, trademarks and service marks (registered or not) and copyright and any applications for them) in the RokaCom Offerings or in any designs, drawings, or production data owned or created by RokaCom in the course of the performance of the Contract or the provision of the RokaCom Offerings shall remain RokaCom’s property unless otherwise expressly agreed by RokaCom. RokaCom grants, on full payment or contract signing for the RokaCom Offerings the non-exclusive right for the Buyer and bona fide purchasers from the Buyer to use, for the operation of the RokaCom Offerings for their intended purpose only, (a) any software supplied with, or embedded in, the RokaCom Offerings, and (b) technical manuals and instructions relating to operation and maintenance of the RokaCom Offerings.

20. Export and Governmental Compliance

1. RokaCom, Buyer and User all agree to comply with all applicable governmental regulations as they relate to the import, export and re-export of information and/or Products and/or Buyer or RokaCom’s Property. Without limiting the foregoing, the Buyer, User or RokaCom shall not disclose or deliver any information or Products and/or Buyer or RokaCom Property provided hereunder in any manner contrary to any applicable export or import laws and regulations. The Buyer, User and RokaCom acknowledge that these laws and regulations impose restrictions on import, export and transfer to third countries of certain categories of information and products, and that authorizations/licenses from the applicable regulatory agency may be required before such information and Products and/or Buyer or Seller property can be disclosed or delivered hereunder, and that such authorizations/licenses may impose further restrictions on use and further disclosure or delivery of such information and Products and/or Buyer or RokaCom Property.
2. RokaCom shall not be liable for delays or refusals by governmental authorities or other authorities to grant licenses or approvals, nor for suspension or revocation thereof, nor for changes in export classification.
3. The RokaCom’s offerings may be subject to United States or international technology control or export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the technology used or supported by the application. These laws include restrictions on destinations, end users, and end use.
4. Any questions about RokaCom offerings and export should be reviewed or requested on RokaCom’s support site https://www.rokacom.com.
5. RokaCom’s Offerings are subject to export restrictions by the United States government and import restrictions by certain foreign governments, and you agree to comply with all applicable export and import laws and regulations in your use of the Products. You shall not (and shall not allow any third-party to) remove or export from the United States or allow the export or re-export of any part of the Offerings or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. You represent and warrant that (i) you are not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list and (ii) that none of Your Data is controlled under the US International Traffic in Arms Regulations. The Products are restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology without the prior permission of the United States government.

21. Monitoring of Data Content

You agree and acknowledge that RokaCom has no obligation to monitor any content uploaded to the RokaCom Offerings.

22. Loss of Data

Due to the end to end encrypted nature of RokaCom’s Offerings, Buyer and User agrees and acknowledges that:

1. RokaCom has no ability to access to the unencrypted data in messages, attachments, calls or other end to end encrypted services in RokaCom’s Offerings.
2. If User loses access to the User’s private encryption keys (on their devices), RokaCom has no ability to recover unencrypted data for User or Buyer.
3. RokaCom has no way to give Buyer or Buyer’s organization access to any User’s unencrypted message, voice, video, and attachments, or any other part of the service that is end to end encrypted.

23. Indemnity for Your Data

You will defend, indemnify and hold harmless RokaCom from and against any loss, cost, liability or damage, including attorneys’ fees, for which RokaCom becomes liable arising from or relating to any claim relating to Your Data, including but not limited to any claim brought by a third party alleging that Your Data, or your use of the RokaCom Offerings in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law. This indemnification obligation is subject to your receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonable necessary cooperation of RokaCom  at your expense.

24. Force Majeure

A party will not be in breach of or in default under this agreement on account of, and will not be liable to the other party for, any delay or failure to perform its obligations under this agreement by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that party’s reasonable control (each a “Force Majeure Event”). However, if a Force Majeure Event occurs, the affected party shall, as soon as practicable:

1. Notify the other party of the Force Majeure Event and its impact on performance under this agreement; and
2. Use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations under this agreement.

25. General Provisions

1. Nothing in the Contract or Agreement shall create, or be deemed to create a partnership or joint venture or relationship of employer and employee or principal and agent between the parties.
2. The rights and remedies of RokaCom in respect of the Contract or Agreement shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time granted by RokaCom nor by any failure of or delay by RokaCom in ascertaining or exercising any such rights or remedies. The waiver by RokaCom of any breach of the Agreement or Contract shall not prevent the subsequent enforcement of the Agreement or Contract and shall not be deemed to be a waiver of any subsequent breach of that or any other terms and conditions.
3. If at any time any one or more of the terms of the Contract or any part of one or more of these terms and conditions is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted from the Contract and the validity and/or enforceability of the remaining terms and conditions of the Contract shall not in any way be affected or impaired as a result of that omission.
4. The Contract and this Agreement sets out the entire agreement and understanding between the Buyer and RokaCom in connection with the sale of RokaCom’s Offerings and shall supersede and replace all documentation previously issued by RokaCom or the Buyer. In case of conflict, agreed terms appearing on the face of the Contract shall take precedence over these terms and conditions, and these terms and conditions take precedence over any other documents referred to in the Contract.
5. Headings are for reference only and shall not affect the interpretation of these terms and conditions.
6. You may not assign this Agreement without our prior written consent. We will not unreasonably withhold our consent if the assignee agrees to be bound by the terms and conditions of this Agreement. We may assign our rights and obligations under this Agreement (in whole or in part) without your consent.
7. If you are an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of RokaCom’s Offerings, or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. RokaCom’s Offerings were developed fully at private expense. All other use is prohibited.
8. This Agreement is the entire agreement between you and RokaCom relating to the Products and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to RokaCom Offerings or any other subject matter covered by this Agreement.
9. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. This Agreement may not be modified or amended by you without our written agreement (which may be withheld in our complete discretion without any requirement to provide any explanation). As used herein, “including” (and its variants) means “including without limitation” (and its variants). No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity.

26. Governing Law and Jurisdiction

1. RokaCom is a U.S. company operating in the state of Virginia and must abide by all state and federal laws thereof. If required by law, governmental authority, subpoena, summons, discovery request, warrant, or statute, RokaCom reserves the right to monitor electronic messages sent or received by its systems or provide access to investigators to said systems. RokaCom will inform the client that client information has been provided, except in those cases where they may be prohibited by law from giving such notice.
2. Given the previous statement, messages, attachments and voice communications using the end to end encryption technology in RokaCom will encrypt the communications with encryption keys generated and stored on user’s end devices. RokaCom does not have access to those encryption keys on user’s devices. Thus, the communication data monitored or given to law enforcement or other entity under legal obligation will be encrypted without RokaCom’s ability to decrypt it.
3. Basic Details about the organization and/or users that are not end to end encrypted between users may be provided in compliance with legal requests stated above.  Information and/or Meta Data about which users called or messaged another user may also be subject to the legal requests mentioned above, as this data is not end to end encrypted and required to be kept in accordance with various compliance standards for auditing.

27. Notices

Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.

Addresses

RokaCom Notices

13650 Dulles Technology Drive
Suite 100
Herndon, VA 20171
support@rokacom.com

28. Changes to Terms and Conditions

RokaCom may change these Terms at any time, and we’ll make an attempt to notify you when we do. Using RokaCom’s Offerings after the changes become effective means you agree to the new terms. If you don’t agree to the new terms, you must stop using RokaCom’s Offerings.