Legal

Privacy Policy

Last Updated: July 3, 2024

Overview

Tarana Wireless, Inc. and our subsidiaries (collectively “Tarana”) respect the privacy of individuals who provide us with their personal information, including our customers, resellers, distributors, service providers and visitors to our website, as well as information derived from applications, devices, software, tools and other services provided by us. This Privacy Policy (the “Policy”) explains how we collect, use and disclose personal information and other information of users, with respect to access to and use of:

The websites or web pages owned or operated by Tarana (each a “Site” and collectively the “Sites”).
the Tarana Cloud Suite (or “TCS”) that enables users to configure, manage and monitor the use of Tarana products;
Tarana’s mobile application, known as the “Tarana Install App” (the “App”) that enables users of Tarana remote node products to set up and install the remote nodes; and
Any other solutions or services provided by Tarana or in connection with access to or through use of our products, networks, devices, software (collectively, with the Sites, the TCS and the App, the “Services”).

If you choose to use our products or Services, you acknowledge and agree to this Policy. Before you access any Sites, purchase or use Tarana products or Services, or provide any non-public information to us, you should review this Policy to understand our policies with regard to information collection and use. The terms “you”, “your,” and “user” refer to a user visiting a Site or accessing or using the Services. This Policy does not apply to any third-party websites, services or applications, even if they are accessible through our Sites or Services.

If you are in the European Economic Area (EEA), the data controller for the purposes of European data protection law is Tarana Wireless, Inc., 630 Alder Drive, Milpitas CA 95035, USA. For some Services, we also act as a service provider (or data processor) on behalf of our customers when they incorporate our Services and products into their own solutions; where we act as a service provider, our customer’s privacy policy will govern, not this Policy. This Policy does not govern websites of other persons or entities to which we may provide links, through the Sites or otherwise.

Information We Collect

We may collect information directly from you that you choose to provide or are required to provide in connection with your use of our Sites or Services, as well as automatically through your use of our Sites or Services. For example, when you contact us or when a device connects to one of our products or when you use one of our Services, we automatically collect information, including in connection with use of our Services and, in some cases, information about the devices connected to or by our products.

Registration and Personal Information. You can browse many areas of our Sites without registering with us or providing us your name or contact info. However, to access the Services or certain functionality or content on the Sites, we may ask you to register or provide certain information to us, which may include some or all of the following: your name, job title, company, address, email address, telephone number, credit card or bank account information, promotional preferences, and passwords. We collect this type of personal information, as follows:

When you register on one of our Sites or access certain Services from us (including the App or the TCS).
When you register a Tarana product in the TCS.
When you make an inquiry or ask a question on a Site.
When you request technical support regarding our products or Services.
When you download software updates.
When you participate in Tarana promotions or contests, surveys, training courses, or product-related events.
When you apply for a job with Tarana.

Device and Network Information. When you download the App or other software, or a software license key, or when you apply for an unlock code to operate or configure a Tarana product, we will collect information about you and your device, including location information. This information includes personal information about you and your location and the serial number of the device.

If you use the TCS and/or the App to set up and manage your network, we will collect information about your use of those Services. The TCS will collect and store the name, address, email address, and phone number for the account contact accessing the TCS, and the IP addresses operated by the customer. The TCS also collects, information about the device administrator such as user name and password. It will also collect information regarding the ISP network and the network devices attached to it, such as the following: (i) MAC address, (ii) device type, (iii) operating system, (iv) geo-location information, (v) network traffic information (e.g., hostnames, protocols, port numbers, and IP addresses); and (vi) aggregate device data usage (“Network Provider Data”). For Tarana devices that use Global Positioning System (GPS) technology, we may transmit certain geo-location information about those network devices (and the network(s) on which they are running) to Google and other third party geo-location services, which in turn provides us with related geo-location information that we store.

The App collects and uses location data to determine the location of the remote node being installed and to search for nearby base nodes. That information is not stored unless the user specifically requests that for filling in install parameters, and is only sent to the relevant remote node. The App uses your user ID to link debug logs to a specific installer in order to enable debugging and troubleshooting and for confirmation of installation. The App also collects analytics data regarding how you are using the App, but you may opt out of all analytics and logging when you log in or through the user profile section of the App menu.

Information Automatically Collected on our Site. We may automatically collect the following information about your use of our Sites or Services through cookies, web beacons, log files, java script and other technologies: your domain name; your browser type and operating system; web pages you view; links you click; your IP address; MAC address, the length of time you visit our Sites and or use our Services; your location information; and the referring URL, or the webpage that led you to our Sites; access time; and a device identifier. We may combine this information with other information that we have collected about you, including, where applicable, your user name, name, and other personal information. Please see the section “Cookies and Other Tracking Mechanisms” below for more information.

How We Use the Information We Collect

We use the information we collect through our Sites and Services as follows:

To help us improve our Sites and Services, including by analyzing their usage.
To provide you with the products you have requested and to otherwise fulfil your requests.
To provide our Services to you or process payment for the Services, to communicate with you about your use of our Sites and Services, to respond to your inquiries, to respond to your requests for support, and for other customer service purposes.
To help you resolve network issues and provide other technical support.
To send you marketing and informational communications about products or services that may be of interest to you, and for other marketing and promotional purposes. For example, we may send you emails about products, services or other information that we think may interest you. If you submit your name, phone number and contact information to us in order to receive more information from us, we may call or email you to follow up on your inquiry.
In order to troubleshoot issues with our products.
To better understand how users access and use our Sites, Services and products, in order to improve them, respond to user desires and preferences, and for other research and analytical purposes.
To provide, assess and improve information security and IT management.
As may be otherwise described in this Policy or as disclosed by us when we collect such information provided such use is permitted by law.
With regard to geo-location information, we may use that to configure and install devices, to enable AFC and CBRS services, and to plot the location of devices.

Sharing of Personal Information

We do not sell or rent your personal information to anyone. Unless you have specifically granted us permission to do so, we will not sell or share your personal information to or with third parties for their own marketing purposes. Instead, we will ask for your permission before we use or share your information for any purpose other than the reason you provided it or as otherwise provided by this Policy.

We may share the information we collect as follows:

Affiliates. We may disclose the information we collect from you to our affiliates or subsidiaries; however, if we do so, their use and disclosure of your personally identifiable information will be subject to this Policy.
Service Providers. We may share the information we collect with service vendors, authorized third-party agents or contractors who provide requested services or process transactions on our behalf.
In Response to Legal Process. To comply with the applicable laws or legal processes (e.g., lawful subpoenas or court orders), exercise our legal rights, comply with government regulatory requirements, or as otherwise required by law.
To Protect Us and Others. To investigate, prevent, or take action regarding illegal activities, suspected or potential fraud, brand protection matters (such as gray market sales or unauthorized use of our intellectual property), actual or potential threats to personal safety, violations of this Policy, or as evidence in litigation in which we are involved.

Aggregate and De-Identified Information. We may share aggregate and/or de-identified information about users with third parties:
- To assist us in determining appropriate marketing and advertising channels;
- To evaluate the success of our advertising campaigns;
- To assist us with market research;
- For research and development purposes related to our products or the industry.
Partners. We disclose personal information and other information to our channel partners, including our distributors, resellers and value added resellers. These third parties may use the personal information and other information that we provide to them for purposes such as marketing, and to provide services to you.
Business Transfers. Information about our users, including personal information, may be disclosed and otherwise transferred to an acquirer, successor or assignee as part of any merger, acquisition, debt financing, sale of company assets or similar transaction, as well as in the event of an insolvency, bankruptcy, or receivership in which personal information is transferred to one or more third parties as one of our business assets.

Any non-personal information that we collect from your use of our Sites or Services, whether through cookies or otherwise, may be used in combination with other information for analytical purposes, to track the number of visitors to our Site or to each page of our Site, the domain names of the internet service provider of visitors to our Sites, and how users interact with and use the Site. We will take all steps that are reasonably necessary to ensure that your personal information is treated securely and in accordance with this Policy as well as applicable data protection laws, including, where relevant, by entering into EU standard contractual clauses (or equivalent measures).

Discussion Forums and Chatrooms

If you participate in a discussion forum or chatroom on one of our Sites, we may collect registration information from you when you register to participate, and any information that you post may be available to other users or the general public. As a result, other third parties will potentially be able to read, collect or use your information, including to send you unsolicited messages. We are not responsible for the information that you publish on any discussion forums or chatrooms. Also, if you post any content to our Sites, such as a comment to a blog, we collect information about what you have posted, as well as your name and contact information if you submit it.

Cookies and Other Tracking Mechanisms

We and our third-party service providers use cookies and other tracking mechanisms to track information about your use of our Sites and Services. We may combine this information with other personal information we collect from you (and our third-party service providers may do so on our behalf). Currently, our Sites do not recognize browser “do-not-track” requests. You may, however, disable certain tracking as discussed in this section (e.g., by disabling cookies). For additional information about cookies directed to EU users, please see our Cookie Policy.

Cookies. A cookie is a small piece of computer code that we transfer to your computer’s hard drive through your web browser, which enables our web servers to identify users and collect certain usage Sites information from users. Some cookies allow us to make it easier for you to navigate our Sites and services, while others are used to enable a faster log-in process or to allow us to track your activities at our Sites and Services. Most web browsers automatically accept cookies, but if you prefer, you can delete cookie files from your hard drive, or avoid cookies by configuring your browser to reject them or to notify you when a cookie is being placed on your hard drive. The Help portion of the toolbar on most browsers will tell you how to manage how your computer accepts cookies. Visitors to our Sites who disable cookies will be able to browse certain areas of the Sites, but some features may not function.

Clear GIFs, pixel tags and other technologies. Clear GIFs are tiny graphics with a unique identifier, similar in function to cookies. In contrast to cookies, which are stored on your computer’s hard drive, clear GIFs are embedded invisibly on web pages. We may use clear GIFs (also known as web beacons, web bugs or pixel tags), in connection with our Sites to, among other things, track the activities of Sites visitors, help us manage content and compile statistics about Sites usage. We or our service providers may also use clear GIFs in HTML emails to our customers to help us track email response rates, identify when our emails are viewed and track whether our emails are forwarded. We may also collect usage information via java script, log files and other sources.

Third-party Analytics. We use third party analytics tools, including Google Analytics, to collect, monitor and analyze this information in order to improve functionality and user-friendliness, and to better tailor the Sites and Services to our visitors’ needs. Accordingly, usage data is shared with Google, which has its own privacy policy, which may be accessed on its own website, addressing how it uses such information. We encourage you to review that privacy policy to understand how Google uses that information.

Widgets. Our Sites may include widgets. Widgets are mini programs that provide specific services from another company (e.g. news, opinions, music, etc.) on our Sites. Widgets may collect information and cookies may also be set by the widget. Information collected by widgets is governed by the privacy policy of the company that created it.

Third Party Ad Network

We use third parties such as network advertisers to serve advertisements on third-party websites or other media (e.g., social networking platforms). This enables us and these third parties to target advertisements to you for products and services in which you might be interested. Third-party ad network providers, advertisers, sponsors and/or traffic measurement services may use cookies, JavaScript, web beacons (including clear GIFs), Flash LSOs and other tracking technologies to measure the effectiveness of their ads and to personalize advertising content to you. These third-party cookies and other technologies are governed by each third party’s specific privacy policy, not this one. We may provide these third-party advertisers with information, including personal information, about you.

Users in the United States may opt out of many third-party ad networks. For example, you may go to the Digital Advertising Alliance (“DAA”) Consumer Choice Page for information about opting out of interest-based advertising and their choices regarding having information used by DAA companies. You may also go to the Network Advertising Initiative (“NAI”) Consumer Opt-Out Page for information about opting out of interest-based advertising and their choices regarding having information used by NAI members. If you are in the EU, you may opt-out of certain third party cookies that we and other websites may use for targeting through http://www.youronlinechoices.eu or www.aboutads.info.

Opting out from one or more companies listed on the DAA Consumer Choice Page or the NAI Consumer Opt-Out Page will opt you out from those companies’ delivery of interest-based content or ads to you, but it does not mean you will no longer receive any advertising through our Site or on other websites. You may continue to receive advertisements, for example, based on the particular website that you are viewing (i.e., contextually based ads). Also, if your browsers are configured to reject cookies when you opt out on the DAA or NAI websites, your opt out may not be effective. Additional information is available on the DAA’s website at www.aboutads.info or the NAI’s website at www.networkadvertising.org.

User Generated Content

We may invite you to post content on our Sites or Services, including your comments, reviews, pictures, and any other information. If you post such content, all of the information that you post will be available to other users of our Sites and Services. Your posting may become public and we cannot prevent such information from being used in a manner that may violate this Policy, the law, or your personal privacy.

Access to Your Personal Information

If you would like to update your registration information you may do so by contacting your Tarana representative or emailing us at info@taranawireless.com. In addition, you may have the ability to view or edit your personal information in other areas of the Sites or through registration-required portals for customers, distributors or resellers. We will make good faith efforts to honor reasonable requests to correct inaccurate personal information we are not required by law to retain, and to delete your personal information and account, but some information may remain in archived/backup copies for our records or as otherwise required by law.

If you are a resident of the European Union, please see the Information for EU Individuals section below for additional information on accessing your information and other legal rights available to you under European Union law.

Personal Information Choices and Communication Preferences

We may send you marketing and other information emails when we have an appropriate legal basis. You can manage communication preferences and unsubscribe from emails or other communications using one of the following methods:

Promotional emails include instructions on unsubscribing or opting out of that mailing; or
Send an email to info@taranawireless.com; or
Send a letter to Tarana Wireless, Inc., 630 Alder Drive, Milpitas CA 95035, USA, attn: Customer Support Department.

When doing so, please include your name, email address and details of the change or deletion requested, the email or promotion from which you would like to opt out, or any other action you would like us to take. We may continue to send you service communications, or other communications related to your use of our Services and products, or our regulatory or other legal obligations.

Securing Personal Information

We have implemented safeguards to protect the information we collect from unauthorized access, use, and disclosure. Please be aware that despite our best efforts, no data security measures can guarantee security. You should take steps to protect against unauthorized access to your password, phone, and computer by, among other things, signing off after using a shared computer, choosing a robust password that nobody else knows or can easily guess, and keeping your log-in and password private. We are not responsible for any lost, stolen, or compromised passwords or for any activity on your account via unauthorized password activity.

California Privacy Rights

California residents may request a list of certain third parties to which we have disclosed personally identifiable information about you for their own direct marketing purposes. You may make one request per calendar year. In your request, please attest to the fact that you are a California resident and provide a current California address for your response. You may request this information in writing by contacting us at: info@taranawireless.com. Please allow up to thirty (30) days for a response.

Collection and Use of Children’s Personal Information

Tarana does not knowingly collect personal information from children under the age of 13. If we learn that we have collected personal information of a child under the age of 13, we will delete that data from our systems.

Information for EU Individuals

If we process your data as a Data Processor: For certain activities where we provide equipment or other services to corporate customers, we act only on the instruction of those corporate customers who would be the Data Controller for that purpose. Where we process your data in our capacity as a data processor on behalf of the Data Controller, the processing of your data will not be governed by this Policy. You may contact the customer directly to learn about their processing of your information and to exercise your rights, or we will forward your request directly to our corporate customers.

If we process your data as a Data Controller: Please see the following description of our processing activities where we are acting as a data controller.

The legal bases for using your personal Information. We collect your information as a data controller when we have a legal basis to do so. The following legal bases pertain to our collection of data:

Our use of your personal information is in accordance with your consent (for example, when you consent to sharing your personal information with a third party for their own marketing).
Our use of your personal information is in our legitimate interest as a commercial organization (for example in order to make improvements to our products and services and to provide you with information you request); you have a right to object to processing as explained in the section below titled Your Legal Rights;
Our use of your personal information is necessary to perform a contract or take steps to enter into a contract with you (for example where we use your personal information to respond to your customer service requests); and/or
Our use of your personal information is necessary to comply with a relevant legal or regulatory obligation that we have (for example, where we are required to disclose personal information to a court or tax authority).

If you would like to find out more about the legal bases on which we process personal information, please contact us using the details below.

Your Legal Rights. Subject to certain exemptions, and in some cases dependent upon the processing activity we are undertaking, European Union individuals have certain rights in relation to your personal information:

Right to access, correct, and delete your personal information: You have the right to request access to the personal information that we hold about you and: (a) the source of your personal information; (b) the purposes, legal basis and methods of processing; (c) the data controller’s identity; and (d) the entities or categories of entities to whom your personal information may be transferred.

You also have the right to request that we delete your information.

We are not required to comply with your request to erase personal information if the processing of your personal information is necessary for compliance with a legal obligation or for the establishment, exercise, or defense of legal claims.

Right to restrict the processing of your personal information: You have the right to restrict the use of your personal information when (i) you contest the accuracy of the data; (ii) the use is unlawful but you do not want us to erase the data; (iii) we no longer need the personal information for the relevant purposes, but we require it for the establishment, exercise, or defense of legal claims; or (iv) you have objected to our personal information use justified on our legitimate interests verification as to whether we have a compelling interest to continue to use your data.

We can continue to use your personal information following a request for restriction, where:

we have your consent; or
to establish, exercise or defend legal claims; or
to protect the rights of another natural or legal person.
Right to data portability: To the extent that we process your information (i) based on your consent or under a contract; and (ii) through automated means, you have the right to receive such personal information in a structured, commonly used, machine-readable format, or you can ask to have it transferred directly to another data controller.
Right to object to the processing of your personal information: You can object to any processing of your personal information which has our legitimate interests as its legal basis, if you believe your fundamental rights and freedoms outweigh our legitimate interests. If you raise an objection, we have an opportunity to demonstrate that we have compelling legitimate interests which override your rights and freedoms.
Right to obtain a copy of personal information safeguards used for transfers outside your jurisdiction: You can ask to obtain a copy of, or reference to, the safeguards under which your personal information is transferred outside of the EEA.
Right to lodge a complaint with your local supervisory authority: You have a right to lodge a complaint with your local supervisory authority if you have concerns about how we are processing your personal information.

We ask that you please attempt to resolve any issues with us first, although you have a right to contact your supervisory authority at any time.

How to Exercise Your Rights: If you would like to exercise any of the rights described above, please send us a request to info@taranawireless.com. In your message, please indicate the right you would like to exercise and the information that you would like to access, review, correct, or delete.

We may ask you for additional information to confirm your identity and for security purposes, before disclosing the personal information requested to you. We reserve the right to charge a fee where permitted by law, for instance if your request is manifestly unfounded or excessive.

We may not always be able to fully address your request, for example if it would affect the duty of confidentiality we owe to others, or if we are legally entitled to deal with the request in a different way.

Cross-border Transfer of Information. Tarana generally maintains servers and systems in the United States and India hosted by third party service providers. We also may subcontract the processing of your data to, or otherwise share your data with, other third parties in the United States, India, or countries other than your country of residence. As a result, where the personal information that we collect through or in connection with the Sites or Services is transferred to and processed in the United States, India, or anywhere else outside the European Economic Area (EEA) for the purposes described above, we will take steps to ensure that the information receives the same level of protection as if it remained within the EEA, including entering into data transfer agreements, using the EU Commission approved Standard Contractual Clauses, or by relying on certification schemes such as the EU – US Privacy Shield. You may have a right to details of the mechanisms under which your data is transferred outside the EEA.

Contacting Tarana

Tarana values your opinions and suggestions. If you have any privacy-related questions or comments, or concerns related to this Policy, please email us at info@taranawireless.com.

Updates to this Policy

We retain the right to update or amend this Policy at any time. Please review it frequently. If the Policy is revised or amended in any material way we will post the revised version here and include an updated revision date. We may also notify users by other means prior to the changes taking effect, such as sending an email or posting a notice on our website.

Terms and Conditions

Last updated: March 14, 2022

Please read these terms and conditions carefully before using Our Service.

Interpretation and Definitions

Interpretation
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions
For the purposes of these Terms and Conditions:

Affiliate means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
Country refers to: California, United States
Company (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to Tarana Wireless, Inc., 590 Alder Drive, Milpitas, CA 95035.
Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.
Service refers to the Website.
Terms and Conditions (also referred as “Terms”) mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service. This Terms and Conditions agreement has been created with the help of the Terms and Conditions Template.
Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
Website refers to Tarana Wireless, accessible from https://taranawireless.com/
You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

Acknowledgment

These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.

By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.

You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

Links to Other Websites

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

Termination

We may terminate or suspend Your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.

Upon termination, Your right to use the Service will cease immediately.

Limitation of Liability

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD if You haven’t purchased anything through the Service.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party’s liability will be limited to the greatest extent permitted by law.

“AS IS” and “AS AVAILABLE” Disclaimer

The Service is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the company’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

Governing Law

The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.

Disputes Resolution

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.

For European Union (EU) Users

If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.

United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

Severability and Waiver

Severability
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver
Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Translation Interpretation

These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.

Changes to These Terms and Conditions

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.

Contact Us

If you have any questions about these Terms and Conditions, You can contact us by mail at 590 Alder Drive, Milpitas, CA 95035

TCS (Tarana Cloud Suite) Terms of Use

Last updated: February 28, 2024

These Terms of Use form a legally binding agreement (the “Agreement”) between Tarana Wireless, Inc., a Delaware corporation (the “Company”), and the user (“You”) of the Company’s cloud managed products (“Products”), relating to access and use of the Tarana Cloud Suite TM (“TCS”), and the Company’s App (as defined below), which are provided by the Company to enable You to install, configure, manage and monitor the use of the Products.

If You are entering into this Agreement on behalf of a company or legal entity, You represent that You have the authority to bind that company or entity to this Agreement, and the terms “You” and “Your” will refer to that company or entity.

By using the TCS and/or the App, You agree to the terms of this Agreement. If You do not agree to this Agreement, you may not access or use the TCS or the App.

1. ACCESS AND USE OF TCS AND THE APP

1.1 Access to, and use of, the TCS is part of the Company’s software, management and support package (the “SMS Services”), which the Company makes available for its remote nodes (“RNs”) and their associated base nodes (“BNs”). Subject to the terms and conditions of this Agreement, You may access and use the TCS for Your internal business purposes, as long as SMS Services are in effect for You. SMS Services are purchased for fees (“SMS Fees”) in quantities of “RN-Years.” RN-Years do not apply to specific RN units; RN-Years is a measure of the total number of RNs deployed and the duration of the deployment. Each RN Year provides for the availability of SMS Services for one RN for twelve (12) months. Your access and use of the TCS is expressly limited to the purposes and functions described in this Agreement. The Company will provide the TCS in accordance with and subject to the terms and conditions of this Agreement.

1.2 The Company provides purchasers of RNs with access to the Company’s mobile device application (the “App”), which enables them to set up and install the RNs. You may download the App from the applicable app store or the Company web site (if applicable), and install and use it subject to the terms and conditions of the Company’s Mobile Application End User License applicable to the App, to which you must agree at the time you download the App.

2. AUTHORIZED USERS

2.1 In order to use the TCS for an RN and its associated BN, You must register that BN and RN with the TCS, by supplying the BN and RN serial number and such other information as the Company may request.

2.2. You must provide the Company with the names of the persons who are authorized by You to use the TCS on Your behalf (“Authorized Users”), and the user category of each Authorized User, which categories currently consist of NOC L1 User, NOC Operator, and Operator Admin. Each category of user has the powers and access level described in the documentation relating to the TCS. The Company reserves the right to place reasonable limits on the total number of Authorized Users You may designate, and the number of concurrent Authorized Users. The unique login credentials for each Authorized User are for the named individual only and cannot be shared or used by more than one person.

2.3 The TCS may only be accessed and used by Authorized Users who have agreed to abide by the terms of this Agreement and who may only access and use the TCS for the purposes of performing their job functions for You. You agree that You are responsible for the use of the TCS by Your Authorized Users, and their compliance with this Agreement, and for all activities under your TCS account.

2.4 You may change or replace Authorized Users at any time by following the procedure on the website through which the TCS is accessed.

3. USE OF THE TCS

3.1 You agree that you will not, and Your Authorized Users will not: (1) use the TCS other than as authorized in this Agreement; (2) resell, sublicense, or otherwise make the TCS available to any third party; (3) use the TCS either directly or indirectly to support any activity that is illegal or that violates the proprietary rights of others; (4) interfere with or disrupt the integrity or performance of the TCS or any websites or web-based applications; (5) deactivate, impair, or circumvent any security or authentication measures of the TCS or any websites or web-based applications; (6) access the TCS for purposes of monitoring its performance or functionality, or for purposes of developing a similar service; or (7) authorize any third parties to do any of the above.

4. APIs; EMBEDDED SOFTWARE; PRODUCT CONFIGURATION

4.1 As part of the TCS, You will have access to certain APIs and accompanying documentation relating to the TCS and the Products, as may be updated by the Company from time to time (“APIs”). The Company grants you a limited, non-exclusive, non-assignable, non-transferable license under the Company’s intellectual property rights, during the Term, to use the APIs to link or integrate the operation of the Products to Your billing systems or other applications. You agree not to distribute or allow any third party to have access to the APIs. The application(s) with which you integrate the operation of the Products are limited to applications used by You for Your internal business purposes. You agree not to use the APIs in a manner that, as determined by the Company in its sole discretion, exceeds reasonable request volume or otherwise constitutes excessive or abusive usage. The Company may limit the number of network calls that your applications may make via the APIs, or anything else about the APIs as the Company deems appropriate in its sole discretion.

4.2 The Products may include firmware and software embedded or installed in the Products (“Embedded Software”). You acknowledge and agree that (a) the Company and its licensors own all worldwide right, title and interest in and to the Embedded Software, including all worldwide intellectual property rights therein, and (b) unless you have entered into a separate written agreement with the Company granting you a license to use the Embedded Software, Your rights to use the Embedded Software are as provided in the Company’s Embedded Software License Agreement, that can be found at taranawireless.com/embedded-software-license.

4.2 Through the TCS, the App, the APIs or the Product interfaces, You may configure various aspects of the Products, including but not limited to the frequencies at which they operate, their power level, and their installation parameters (collectively, “Configurations”). You acknowledge that each country regulates and specifies the Configurations that are permitted in that country. You acknowledge that it is Your responsibility to determine the Configurations permitted in each country and You agree to configure and operate the Products in each country only using the Configurations permitted by that country.

5. REPORTS; CUSTOMER DATA & SECURITY

5.1 The TCS will provide You with certain information, analytics, and reports regarding the configuration, operation, and performance of the Products (“Reports”). You may access, view, and use the Reports only for Your internal business purposes, in connection with Your use of the Products.

5.2 Any information, data, pictures or other material that you upload or submit to the TCS, through the App or otherwise (“Customer Data”) may be accessed and used by the Company during the Term as necessary to provide You with the TCS, to resolve technical issues relating to the Products, or as otherwise required by law. You retain all ownership and intellectual property rights in and to Customer Data. The Company assumes no responsibility for the content of Customer Data. You represent and warrant that You have the legal right and authority to provide all Customer Data to the Company and that the Company’s use of any Customer Data will not violate the intellectual property or other rights of any third party, violate any applicable laws or regulations, or cause a breach of any agreement or obligation between You and any third party. The Company will have no responsibility to verify Customer Data, including its source or accuracy. You acknowledge that operation of the TCS does not require entry of personally identifiable information, and you agree not to enter personally identifiable information in the TCS.

5.3 The Company will maintain (and will require its third party service providers to maintain) reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality and integrity of the Customer Data, in accordance with applicable industry standards.

5.4 The Company will process Your Customer Data only as permitted under this Agreement, in compliance with applicable data protection laws to which the Company is subject, and in compliance with the Company’s Privacy Policy posted on the Company’s website.

5.5 The Company will follow its standard archival procedures for Customer Data. In the event of any loss or corruption of Customer Data, the Company will use its commercially reasonable efforts to restore the lost or corrupted Customer Data from the latest backup maintained by the Company in accordance with its standard archival procedure. You acknowledge that it is Your responsibility to back up and store all Customer Data and the Company will not be responsible for any loss or destruction, or corruption of Customer Data. THE COMPANY’S EFFORTS TO RESTORE LOST OR CORRUPTED CUSTOMER DATA PURSUANT TO THIS SECTION 5.5 CONSTITUTE THE COMPANY’S SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF CUSTOMER DATA.

5.6 Telemetry, events and alarms relating to Your use of the TCS will be retained and stored by the Company for a period of fifteen (15) months after they were generated, and may then be deleted.

6. CONFIDENTIALITY

In connection with the performance of this Agreement, each party understands that the other party may need to disclose certain non-public information relating to the disclosing party’s business that is marked or identified as “confidential” at the time of disclosure, or that is described in this Agreement as being confidential, or that is of a nature such that the receiving party should otherwise reasonably understand it to be confidential (“Confidential Information”). Customer Data is Your Confidential Information. Company Confidential Information includes, without limitation, the TCS (including the APIs), the Reports, the App, documentation, nonpublic financial information, pricing, business plans, techniques, methods, processes, and the results of any performance tests of the TCS or the App. The receiving party agrees to take reasonable precautions to protect such Confidential Information, not to use such Confidential Information except as authorized or as necessary to perform its obligations under this Agreement and to not disclose (without the disclosing party’s prior authorization) to any third person any such Confidential Information (other than on a need to know basis to the receiving party’s employees, consultants and service providers who are subject to confidentiality obligations that are at least as protective of the disclosing party’s Confidential Information as this Agreement). Confidential Information does not include any information that the receiving party can show: (1) through no fault of the receiving party, is or becomes generally available to the public, or (2) was in its possession or was known prior to receipt from the disclosing party, or (3) was rightfully disclosed to it without restriction by a third party, or (4) was independently developed without use of any Confidential Information of the disclosing party. The receiving party may disclose Confidential Information if the disclosure is necessary to comply with a valid court order or subpoena (in which case the receiving party will, unless prohibited by law or legal process, promptly notify the disclosing party and cooperate with the disclosing party if the disclosing party chooses to contest the disclosure requirement, seek confidential treatment of the information to be disclosed, or to limit the nature or scope of the information to be disclosed).

7. TERM AND TERMINATION

7.1 The term of this Agreement (the “Term”) will continue as long as You have purchased SMS Services that remain in effect.

7.2 Without limiting other available remedies, the Company reserves the right to suspend or disable Your access to the TCS and the App when SMS Services are no longer in effect for You. The Company also reserves the right to suspend or disable access to the TCS, as to any or all RNs and their associated BNs, and the App, if the Company determines, in its discretion, that: (a) Your use of the TCS or the App disrupts, harms, or poses a security risk to the Company or to any other customer, or may cause harm to the Company’s systems, the TCS or any third party service provider; or (b) You have used, or are using, the TCS or App in breach of this Agreement.

7.3 Either You or the Company may terminate this Agreement with written notice if the other party breaches a material term of this Agreement and fails to correct the breach within thirty (30) days following written notice specifying the breach.

7.4 You may also terminate this Agreement without cause, at any time on notice to the Company.

7.5 Upon termination of this Agreement, Your right to access and use the TCS and the App will terminate. In connection with any termination of this Agreement, the Company will not be required to refund to You any SMS Fees paid by You, and all accrued payment obligations will continue. The Company will have no liability for any costs, losses, damages, or liabilities arising out of or related to the Company’s exercise of its termination rights under this Agreement. The obligations and provisions of Sections 5 through 14, and any other obligations of a continuing nature, will survive any termination of this Agreement.

8. SMS FEES

8.1 The SMS Fees payable by You, and related payment terms, are as set forth in the Company’s published price list, or as may be otherwise set forth in a separate written agreement between You and the Company. Except as otherwise provided in Section 12.1, all payment obligations are non-cancelable and once paid are nonrefundable. All SMS Fees will be paid without the right of setoff or counterclaim, and without deduction or withholding. If You are required by applicable law to make withholdings from amounts payable to the Company, the amount payable to the Company will be grossed up so that, after such withholdings, the Company receives the full SMS Fees quoted.

9. OWNERSHIP RIGHTS

9.1 The Company and its licensors own all worldwide right, title and interest in and to the TCS and the App (as the TCS and/or the App may be implemented, configured or modified from time to time), and the Reports (except to the extent the Reports consist of or incorporate Customer Data), including all worldwide intellectual property rights therein (collectively, the “Company IP”). You own all Customer Data. This Agreement does not convey any proprietary interest in or to any Company IP or any Customer Data or rights of entitlement to the use thereof except as expressly set forth in this Agreement. You grant the Company the right to use Your company name (and corresponding trademark or logo) on the Company’s website and marketing materials to identify You as a customer; provided, however, that the Company will discontinue any such use to which you object, by notice to the Company.

9.2 If You or any Authorized Users provide any ideas, suggestions, or recommendations regarding the TCS or the App (“Feedback”), the Company will be free to use, disclose, reproduce, license or otherwise distribute, and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind. By providing Feedback, You grant the Company a worldwide, perpetual, irrevocable, fully-paid and royalty-free license to use and exploit that Feedback in any manner.

9.3 The Company may collect anonymous usage data with respect to the use and performance of the TCS and the App (“Usage Data”). The Company will own the rights to Usage Data and may use Usage Data for internal business purposes, such as improving, testing and providing the TCS or the App and developing additional services. The Company may disclose Usage Data in aggregate form (i.e., aggregated from multiple customers’ use of the TCS and the App, but which does not identify You or any Authorized User) for promotion, statistical analysis, market analysis, financial analysis, and other such purposes.

10. UPTIME; SUPPORT; WARRANTY

10.1 The Company will use commercially reasonable efforts to make the TCS available for Your use 99.99% of the time during the Term. For these purposes, the duration of unavailability of the TCS attributable to the following causes will not be counted as downtime: (i) scheduled maintenance of the TCS; (ii) issues relating to services, equipment, software, or technology other than those of the Company, including but not limited to those of the vendor engaged by the Company to host the TCS; (iii) Your own acts or omissions, or those of a third party; (iv) any other factors outside of the Company’s reasonable control, including force majeure events such as labor disputes, strikes, lockouts, war, terrorism, pandemic, riots, or acts of God. The Company will use reasonable efforts to notify You in advance of any scheduled maintenance of the TCS that the Company expects to result in unavailability of the TCS. From time to time, in addition to scheduled maintenance, the vendor engaged by the Company to host the TCS may implement emergency updates, which could result in unavailability of the TCS of which the Company may not be able to notify You in advance.

10.2 During the Term, the Company will provide You with technical support services relating to the use and operation of the TCS and the App, error correction services, and updates to the TCS and the App, according to the Company’s standard policies, or the terms and conditions set forth in a separate written agreement between You and the Company.

10.3 You assume sole responsibility and liability for results obtained from the use of the TCS and the App. EXCEPT AS EXPRESSLY PROVIDED IN A SEPARATE WRITTEN AGREEMENT SIGNED BY YOU AND THE COMPANY, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE TCS OR THE APP. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED IN SUCH A SEPARATE WRITTEN AGREEMENT, THE COMPANY DISCLAIMS ANY WARRANTY THAT THE TCS OR THE APP WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. THE COMPANY FURTHER DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE TCS OR THE APP AS TO MERCHANTABILITY, ACCURACY OF ANY INFORMATION PROVIDED, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE COMPANY FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT OR A SEPARATE WRITTEN AGREEMENT SIGNED BY THE PARTIES.

11. LIMITATION OF LIABILITY

IN NO EVENT WILL THE COMPANY AND ITS LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE TCS OR THE APP, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE TCS OR THE APP, OR FOR ANY INFORMATION OR DATA TRANSMITTED OR OBTAINED FROM OR THROUGH THE TCS OR THE APP, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, AND WHETHER OR NOT PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT WILL THE TOTAL LIABILITY OF THE COMPANY AND ITS LICENSORS FOR ANY CLAIM RELATING TO THE TCS EXCEED THE SMS FEES PAID BY YOU FOR USE OF THE SMS SERVICES FOR ONE RN-YEAR TIMES THE NUMBER OF RNs GIVING RISE TO SUCH CLAIM.

12. INDEMNIFICATION

12.1 The Company will: (1) defend You against any third party suit, claim, action or demand (a “Claim”) alleging that the TCS infringes any copyright or trademark or misappropriates a trade secret of a third party; and (2) indemnify and hold You harmless from any final award of damages or settlement amount arising in connection with any such Claim. In the event the Company’s right to provide the TCS is enjoined or in the Company’s reasonable opinion is likely to be enjoined, the Company may obtain the right to continue providing the TCS, replace or modify the TCS so that it becomes non-infringing, or, if such remedies are not reasonably available, terminate this Agreement and refund to You any SMS Fees that You have paid for RN-Years not yet consumed as of the date of termination, but without further liability to You. THE FOREGOING STATES THE ENTIRE OBLIGATION OF THE COMPANY AND ITS LICENSORS WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BY THE TCS. The Company shall have no liability under this Section 12.1 to the extent that any third-party claims described herein are based on use of the TCS in a manner that violates this Agreement or the instructions given to You by the Company, or use of the TCS in combination with hardware, software, processes or other items not provided by the Company, where the TCS or the App alone would not infringe.

12.2 You will: (1) defend the Company, and its officers, directors and employees, against any Claim arising out of or related to (a) any injury, damage or loss resulting from Your use of the TCS (other than any claim for which Company is responsible under Section 12.1), (b) use of the TCS by You in a manner that violates this Agreement, or (c) the Company’s use of the Customer Data in accordance with this Agreement; and (2) indemnify and hold the Company harmless from any final award of damages or settlement amount arising in connection with any such Claim.

12.3 The foregoing indemnity obligations are conditioned on the indemnified party notifying the indemnifying party promptly in writing of any actual or threatened Claim, the indemnified party giving the indemnifying party sole control of the defense thereof and any related settlement negotiations, and the indemnified party cooperating and, at the indemnifying party’s request and expense, assisting in such defense.

13. AFC SERVICES

13.1 The Company has engaged one or more third party companies (each, an “AFC Licensor”) to provide Automated Frequency Coordination services (“AFC Services”) to the Company’s United States customers, in connection with their use of the TCS.

13.2 As long as SMS Services are in effect for You, You are granted a limited term, non-sublicensable, non-transferable, and non-exclusive right to access and use the AFC Services solely for Your internal business purposes and in accordance with the user manuals, training materials, product descriptions and specifications regarding the AFC Services made available by the AFC Licensors (the “Documentation”). The Company may, however, discontinue offering the AFC Services at any time if the Company’s right to do so terminates, or for any other reason. The Company will use reasonable efforts to provide You with at least one month advance notice of any discontinuation of AFC Services.

13.3 No fees will be payable by You for use of the AFC Service in addition to the SMS Fees payable by You pursuant to this Agreement; provided, however, that if the fees payable by the Company to an AFC Licensor increase, the Company reserves the right to begin charging You a fee for use of that AFC Licensor’s AFC Services, corresponding to the Company’s increased cost. You will not be entitled to a discount on the SMS Fees if You choose not to use, or discontinue Your use of, the AFC Services.

13.4 You will not, and will not permit any third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the AFC Services (except to the extent such restrictions are contrary to applicable law); (b) modify, translate, or create derivative works based on the AFC Services; (c) use the AFC Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; (d) provide access to the AFC Services to any person who is not an Authorized User; (e) remove any proprietary notices or labels; (f) use the AFC Services to build a similar or competitive product or service; or (g) otherwise use the AFC Services in a manner inconsistent with this Agreement.

13.5 You will fulfill all applicable regulatory requirements, including full compliance with all applicable laws, regulations and policies related to Your use of the AFC Services and in particular the requirements of the FCC.

13.6 Each AFC Licensor owns all worldwide right, title and interest in and to the AFC Services it provides, and all related Documentation. You will not delete or alter the proprietary rights notices appearing on the AFC Services or Documentation.

13.7 You will hold the Documentation in confidence and will protect the same with at least the same degree of care with which You protect Yours own similar confidential information.

13.8 You will not export, re-export, or import the AFC Services or Documentation without the appropriate United States or foreign government licenses.

13.9 The Company, and each AFC Licensor and its suppliers and licensors, disclaim any warranty of any kind directly to You, including any warranty of title, merchantability, fitness for a particular purpose or non-infringement.

13.10 Each AFC Licensor disclaims its and its suppliers’ and licensors’ liability for any damages directly to You, whether direct or indirect, incidental or consequential, arising in connection with this Agreement and/or Your use of the AFC Services. The Company disclaims all liability for any damages to You, whether direct or indirect, incidental or consequential, arising in connection with Your use of, or inability to use, the AFC Services.

13.11 Each AFC Licensor is an intended third-party beneficiary of this Section 13 of this Agreement.

14. GENERAL

14.1 You and the Company are independent contractors, and no agency, partnership, association, joint venture, or other relationship is intended or created by this Agreement. This Agreement is intended for the sole and exclusive benefit of the parties and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.

14.2 This Agreement is governed by and construed in accordance with the laws of the State of California, as if performed wholly within the state and without giving effect to the principles of conflict of law. The parties agree that the United Nations Convention on Contracts for the International Sales of Goods and the Uniform Computer Information Transactions Act are specifically excluded from application to this Agreement. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Santa Clara County, California and the parties hereby consent to personal jurisdiction and venue therein. If any portion of this Agreement is found to be void or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.

14.3 Neither party may assign this Agreement, in whole or in part, without the other party’s prior written consent. Notwithstanding the foregoing, either party, in connection with a merger, reorganization, or sale of all or substantially all of the assets or equity of such party, may assign this Agreement in its entirety to such party’s successor without the other party’s consent. Any attempt to assign this Agreement other than as permitted above will be null and void.

14.4 Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.

14.5 All notices required or permitted under this Agreement will be in writing and delivered by courier or overnight delivery services, by certified mail, or by email. All notices will be deemed given upon receipt. All notices to You will be sent to the address or email address specified in Your account registration, or to such other address or email addresses as You may specify in accordance with this Section. All notices to the Company will be sent to the address or email address posted in the TCS, or to such other address or email addresses as the Company may specify in accordance with this Section.

14.6 This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding this subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to this subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of both parties.

14.7 The Company reserves the right to make changes to this Agreement, and the TCS, from time to time, with or without notice (including but not limited to changes to infrastructure, software updates, and configuration changes). Any changes to this Agreement will be effective when posted by the Company to this site. The Company will use reasonable efforts to notify you of changes to this Agreement, or of material changes to the TCS.

SMS Services and Speed Unlock Program Terms

These Program Terms describe the SMS Services and Speed Unlocks applicable to BNs and RNs (as those terms are defined below) of Tarana Wireless, Inc. (“Tarana”), purchased by you (“Customer”) from Tarana or from an authorized Tarana reseller. These Program Terms apply only to Tarana’s current “G1” products, unless Tarana extends these Program Terms to future Tarana products.

Overview of SMS Services and Speed Unlocks. Subject to payment of the applicable fee established by Tarana, Tarana provides purchasers of Tarana Base Nodes (“BNs”) and Remote Nodes (“RNs”) from Tarana, or from authorized Tarana resellers, with a software, management and support package (“SMS Services”) consisting of (a) a license to use the software embedded in the products, support and maintenance services relating to the products and the embedded software, and (b) access to Tarana’s online, cloud-based tool, known as Tarana Cloud Suite (“TCS”), which enables end-users to configure, manage and monitor the use of the products, all as further described and subject to the terms and conditions set forth below. Customer acknowledges that the products will not operate properly without the SMS Services. Tarana also offers an increase in RN downlink speed beyond the standard speed provided for through the SMS Services (a “Speed Unlock”), subject to payment of an additional fee.
RN-Years.

(a) Definition of RN-Years. SMS Services are purchased in quantities of “RN Years.” RN-Years do not apply to specific RN units; RN-Years is a measure of the total number of RNs deployed and the duration of the deployment. Each RN-Year provides for the availability of SMS Services for one RN for twelve (12) months.

(b) Multi-Year RN-Year Purchases. Tarana may offer users the right to purchase RN-Years for multiple-year terms at a discount. Any multiple-year RN-Years purchased by Customer become available for use annually on a prorated basis over the term of the purchase, with unused RN-Years from any year carrying over into the subsequent years without expiration. For example, if Customer were to purchase 100 RN-Years for a 5-year term, 100 of those RN Years would be available for use during the first year following Tarana’s receipt and processing of the order, and an additional 100 of those RN-Years would become available for use during each of the next four years.

(c) Consumption of RN-Years. After the end of each calendar month, Tarana will calculate the total number of RNs that were deployed by Customer during that month. For these purposes, an RN will be deemed to be deployed beginning as of the date that RN is registered by Customer in the TCS, and an RN will be deemed to be no longer deployed as of the date Customer deletes the RN from the TCS. If an RN is deployed during any day of a calendar month, that RN will count as an RN deployed during that calendar month. The number of RN Years consumed for each calendar month will be the total number of RNs that were deployed during that calendar month, divided by twelve (12). For example, if Customer had one hundred (100) RNs deployed during a month, a total of eight and one-third (8 1/3) RN-Years would be

consumed for that month. If Customer had two hundred forty (240) RNs deployed during a month, a total of twenty (20) RN-Years would be consumed for that month. On this basis, Tarana will track Customer’s running total RN-Years remaining as of the end of each calendar month.

(d) Warranty Claim Credits. Upon Customer’s request within thirty (30) days following a calendar year, Tarana will review its records and determine the total number of RNs Customer had returned for valid warranty claims during that year. In that event, for each RN that had been repaired or replaced during the year, Customer will receive a credit of one twelfth (1/12) of an RN-Year.

(e) Tarana Self-Service Portal. At any time, Customer can check the number of RN-Years it has remaining, its current and projected RN-Year consumption level, Customer’s order history, and access other information, on the Tarana “Self-Service Portal,” which Tarana will update within ten (10) days after the end of each calendar month. Customer agrees to keep its contact information up to date in the Tarana Self-Service Portal. Notices sent by Tarana will be deemed to have been effectively given if sent using Customer’s contact information then shown in the Tarana Self-Service Portal.

Description of SMS Services.

(a) Embedded Software License. The BNs and RNs incorporate certain

embedded software. No title to or ownership of the embedded software is transferred to Customer. Tarana grants Customer a perpetual license to use such software, as embedded in and in connection with its use of the RN in which it is installed and its associated BN, pursuant to the Embedded Software License https://www.taranawireless.com/embedded-software-license.

(b) Support and Maintenance. SMS Services include technical support relating to the use and operation of RNs purchased by Customer and their related BNs, problem resolution services, and embedded software updates for the RNs and BNs, all pursuant to the terms and conditions of the Service Level Agreement in effect from time to time (the “SLA”), the current version of which can be found at support.taranawireless.com/s/article/support-and-warranty program#sla. SMS Services enable RNs to operate at a standard speed, but speed increases are available as further described in Section 4 below.

(c) TCS. The SMS Services include access to the TCS in connection with Customer’s use of RNs and their associated BNs, pursuant to Tarana’s TCS Terms of Use, as may be amended by Tarana from time to time (the “Terms of Use”). The current version of the Terms of Use can be found at www.taranawireless.com/tcs-terms-of-use. Customer acknowledges that operation of the TCS does not require entry of personally identifiable information, and Customer agrees not to enter personally identifiable information in the TCS.

Description of Speed Unlocks. The standard downlink speed for RNs may vary by geographic region and, unless otherwise agreed by Tarana and Customer in a separate written agreement signed by the parties, the standard downlink speed for RNs purchased by Customer

will be as provided in the Self-Service Portal accessible to Customer. Tarana offers a Speed Unlock for the RNs, which will enable an increase in downlink speed beyond the standard downlink speed, up to the maximum capacity of the RNs. The downlink speed of an RN will be deemed to be the standard speed unless Customer configures the SLA profile for the RN in the TCS to be a higher speed. Customer is solely responsible for configuring the SLA profile for each RN in the TCS to be the speed desired by Customer, and any selected speed increase for an RN above the standard speed consumes a Speed Unlock. Speed Unlocks are optional. Speed Unlocks purchased make the Speed Unlocks available on a perpetual basis for a certain maximum number of RNs, not for specific RN units. RNs that are no longer deployed, for which Customer no longer requires Speed Unlocks, may be replaced with new RNs for which Speed Unlocks are enabled, subject to the applicable total maximum number of RNs eligible to receive Speed Unlocks at such time.

Purchase of RN-Years and Speed Unlocks.

(a) Automatic Purchases of RN-Years. Unless Customer declines to participate in Tarana’s “Automatic RN-Year Purchase Program” by so indicating in the Self-Service Portal, Customer will automatically purchase RN-Years each time Customer no longer has any RN-Years remaining, and will be charged the applicable fee for those RN-Years. For each automatic purchase, the number of RN-Years that Customer will purchase will be one RN-Year times the number of RNs that Customer then has deployed; provided, however, that Customer may elect to automatically purchase a greater number of RN-Years based, for example, on Customer’s projected consumption rate. Automatic purchases of RN-Years cannot be rescinded or canceled. Each time Customer automatically purchases additional RN-Years pursuant to the Automatic RN-Year Purchase Program, Tarana will invoice Customer for the RN-Years purchased. Alternatively, Customer may elect to have the RN-Year Fee charged to a credit card designated by Customer or transmitted to Tarana by ACH or wire transfer, if available.

(b) Automatic Purchases of Speed Unlocks. Unless Customer declines to participate in Tarana’s “Automatic Speed Unlock Program” by so indicating in the Self-Service Portal, Customer will automatically purchase Speed Unlocks each time the total number of Customer’s deployed RNs operating at the increased downlink speed exceeds the number for which Customer has purchased Speed Unlocks. For each automatic purchase, the number of RNs for which Speed Unlocks will be automatically purchased will be that excess number. Automatic purchases of Speed Unlocks cannot be rescinded or canceled. Each time Customer automatically purchases Speed Unlocks pursuant to the Automatic Speed Unlock Program, Tarana will invoice Customer for the Speed Unlocks purchased. Alternatively, Customer may elect to have the Speed Unlocks charged to a credit card designated by Customer or transmitted to Tarana by ACH or wire transfer, if available.

(c) Purchases Through Self-Service Portal or from Tarana Distributor. If Customer declines to participate in the Automatic RN-Year Purchase Program and/or the Automatic Speed Unlock Program, or otherwise wishes to manually purchase RN-Years or Speed Unlocks, Customer may do so from time to time on the Self-Service Portal or from an authorized Tarana distributor. Purchases of RN-Years must be for a whole number of RN-Years. Customer’s initial purchase of RN-Years must be for at least one RN-Year times the total

number of RNs that Customer has purchased. After Customer’s initial purchase of RN-Years, Customer’s subsequent purchases of RN-Years must be for at least one RN-Year times the number of RNs that Customer then has deployed. Purchases of RN-Years or Speed Unlocks cannot be rescinded or canceled.

Fees.

(a) Amount of Fees. The fee for RN-Years (the “RN-Year Fee”), and the fee for Speed Unlocks (the “Speed Unlock Fee”), will be as set forth in Tarana’s published price list, or as may be otherwise agreed by Tarana and Customer in a separate written agreement signed by the parties. Volume discounts on the RN-Year Fee are available when purchasing RN-Years in excess of certain multiples of the total RNs Customer has purchased.

(b) Taxes. The quoted RN-Year Fees and Speed Unlock Fees (collectively, “Fees”) are exclusive of any applicable taxes, which shall be paid by Customer in addition to the quoted Fees, and Customer will pay the Fees without offset or reduction for withholding taxes. Customer shall provide Tarana with official receipts issued by the appropriate taxing authorities or such other evidence as is reasonably requested by Tarana to establish that any such taxes have been paid.

(c) Changes in Fees. The Fees may be changed by Tarana from time to time, with or without prior notice. Changes in Fees will apply to RN-Years and Speed Unlocks purchased by Customer after the date of the change.

(d) Payment Terms. Unless otherwise agreed by Tarana and Customer in a separate written agreement signed by the parties, Customer agrees to pay all Tarana invoices for Fees within thirty (30) days of receipt. Invoices not paid by the due date will be subject to a finance charge of one percent (1%) per month or, if lower, the maximum rate permitted by applicable law. In addition, if Customer fails to pay a Fee when due, Tarana may refuse to ship any outstanding orders for products.

(e) Refunds. Fees are not refundable. Once Customer has purchased RN-Years, Customer may not reduce the RN-Years and is not entitled to a refund for any unused RN-Years. Once Customer has purchased Speed Unlocks, Customer may not reduce the number of RNs for which Speed Unlocks have been purchased.

Exhaustion of RN-Years; Consequences. This Section 7 will apply to periods during which Customer is not participating in the Automatic RN-Year Purchase Program.

(a) Notification. On a weekly basis, beginning ninety (90) days before the date Customer is projected to have consumed all of its RN-Years, Tarana will notify Customer, and any Tarana distributor then designated by Customer, of the pending exhaustion. The projected date of exhaustion will be calculated by Tarana based upon the number of RNs Customer then has deployed, and Customer’s remaining RN-Years.

(b) Consequences. If Customer has consumed all of its RN-Years, and still has RNs deployed, then until Customer purchases and pays for additional RN-Years (including for the past period during which Customer had RNs deployed but had no remaining RN-Years):

(i) Beginning thirty (30) days after the date Customer has consumed all of its RN-Years, Customer will no longer be able to register or activate additional RNs in the TCS; and

(ii) At any time on or after the date sixty (60) days after the date

Customer has consumed all of its RN-Years, Tarana may discontinue SMS Services for any or all of Customer’s RNs (making them inoperative); provided, however, that before taking that action, Tarana will in good faith consider reasonable alternative arrangements proposed by Customer that would avoid disruption of service while still ensuring that Tarana will receive payment for RN-Years consumed.

(c) Repeated Occurrences. Notwithstanding the provisions of Section 7(b)(ii) above, if Customer has consumed all of its RN-Years and still has RNs deployed, then with regard to further occurrences during that same calendar year, Tarana need not wait sixty (60) days before discontinuing SMS Services for any or all of Customer’s RNs.

Exhaustion of Speed Unlocks; Consequences. This Section 8 will apply to periods during which Customer is not participating in the Automatic Speed Unlock Program.

(a) Notification. On a weekly basis, beginning when the total number of

Customer’s deployed RNs operating at the increased downlink speed exceeds the number for which Customer has purchased Speed Unlocks, Tarana will notify Customer, and any Tarana distributor then designated by Customer, of the number of excess RNs.

(b) Consequences. If the total number of Customer’s deployed RNs that are configured to operate at an increased downlink speed exceeds the number for which Customer has purchased Speed Unlocks, then until Customer purchases and pays for Speed Unlocks covering such excess RNs (including for the past period during which there were excess RNs):

(i) Beginning thirty (30) days after the date Customer’s deployed RNs

configured to operate at an increased downlink speed exceeded the number for which Customer has purchased Speed Unlocks, Tarana will configure the TCS so that Customer will no longer be entitled to assign Speed Increases to RNs in addition to RNs already assigned Speed Increases; and

(ii) Beginning sixty (60) days after the date Customer’s deployed RNs

configured to operate at an increased downlink speed exceeded the number for which Customer has purchased Speed Unlocks, Tarana will decrease the downlink speed of a number of RNs equal to the number of excess RNs, to the non-unlocked speed. The RNs downgraded will be taken in order, starting with the RNs most recently activated.

General Provisions. Tarana reserves the right to change these Program Terms from time to time, or to adopt additional policies and procedures relating to the SMS Services and Speed Unlocks. No waiver of these Program Terms will be effective unless evidenced by a written instrument signed by Tarana. No waiver shall be deemed a waiver of remedies for any subsequent event. No delay by Tarana in enforcing these Program Terms will be deemed to be a waiver of the right to enforce these Program Terms. No prior agreements or understandings relating to the subject matter of these Program Terms that are not set forth in these Program Terms will be binding on Tarana. The U.N. Convention on Contracts for the International Sale of Goods shall not apply to these Program Terms.

End-of-Life Product Policy

Last updated: May 22, 2024

Tarana Wireless, Inc. (“Tarana”) may discontinue products as they reach their natural end of life (“EOL”) because of the introduction of improved technology, changes in market demands, availability of components and technologies, and so on. While discontinuing products is a normal part of the product lifecycle, Tarana is committed to making this process as seamless as possible for our customers and partners by providing visibility into our EOL policy and timeline.

Hardware

For hardware products, the following EOL policy applies:

End of Sale (“EOS”) Date

Tarana will use commercially reasonable efforts to provide customers with at least 6 months’ notice (the “EOS Notice”) prior to the last date that customers may place orders for products (the “EOS Date”). The date Tarana gives an EOS Notice is referred to as the “EOS Notice Date.” Tarana may not be able to give EOS Notice that far in advance for the EOS of accessories such as transceivers, optics and cables. Customers may place orders for products and accessories through the designated EOS Date, but after the applicable EOS Date the product or accessory will no longer be available for order. Orders placed after the EOS Notice Date must provide for delivery within six months after the date of the order, unless otherwise consented to by Tarana.

Standard Hardware Warranty
Tarana’s standard product warranty will apply to all products ordered before the EOS Date, even if the duration of the warranty extends past the EOS Date.

Warranty Repair or Replacement
Tarana will continue to make repair or replacement services for products available for 5 years following the EOS Date for the product (the “End of Life” or “EOL” for the product), at which time Tarana may discontinue repair or replacement services for the product. In order to be entitled to repair or replacement services without charge beyond the standard product warranty period, customers must purchase an extended warranty. If a customer wishes to purchase an extended warranty for a product, the customer must do so before the then-current warranty lapses. At Tarana’s discretion, hardware may be replaced with a similar or equivalent product.

Out-of-Warranty Repair
Until a product’s EOL, Tarana also offers out-of-warranty repair services, for a fee, for customers who have remaining unused RN-Years.

Replacement Part Announcements
Tarana may from time to time make Replacement Part Announcements separate from EOS Notices, which may change the part number to be ordered for delivery of a replacement part. Customers will experience no change in functionality when using the new product part numbers. The new product part numbers are designed to simplify the customer ordering process.

Software

Tarana provides new releases for software embedded in the hardware products, as described below. Releases are categorized as Major Releases or Maintenance Releases.

“Major Releases”
“Major Releases” are those that implement new features or enhancements. Tarana provides Major Releases approximately every 6 months.

“Maintenance Releases”
“Maintenance Releases” are those provided only to fix defects or only to implement security patches. If a release implements new functionality, it is a Major Release. Tarana provides Maintenance Releases approximately every 3 months. However, Tarana will provide critical defect fixes or security patches whenever required. Tarana will provide Maintenance Releases for each Major Release for 1 year after the issuance of the Major Release, at which time Maintenance Releases for such Major Release may be discontinued.

Tarana may discontinue providing Major Releases and Maintenance Releases for the software embedded in a product after the product’s EOL.

Support

As part of its SMS Services, Tarana provides purchasers of products with support services relating to the products, subject to Tarana’s support policies and payment of the applicable fee established by Tarana. Tarana will continue to provide such support services to customers with regard to products for which Tarana has issued an EOS Notice, until the product’s EOL, at which time support for the product may be discontinued.

Tarana Cloud Suite

As part of its SMS Services, Tarana provides purchasers of products with access to Tarana’s online, cloud-based tool, known as Tarana Cloud Suite (“TCS”), which enables end-users to manage the use of the products, subject to Tarana’s SMS policies and payment of the applicable fee established by Tarana. Tarana will ensure that products for which Tarana has issued an EOS Notice can be managed from the TCS until the product’s EOL, as long as the customer has implemented the most recent Major Release of the software for the product. After a product’s EOL, the product may not be manageable from the TCS.

Health Plan Transparency in Coverage

Last updated: July 1, 2022

Tarana Wireless complies with Federal Transparency in Coverage regulations by providing these links to machine readable files related to the health plans offered to our employees. The machine-readable files are formatted to allow researchers, regulators, and application developers to more easily access and analyze data including negotiated service rates, and out-of-network allowed amounts between health plans and healthcare providers.