IAdea Connected Services Terms

These IAdea Connected Services Terms ("Services Terms") are a legal agreement between the applicable IAdea entity and the organization that activates or uses a Connected Service ("Customer"). If you accept these Services Terms for an organization, you represent that you have authority to bind that organization.

Applicable IAdea Entity

Customer's Principal Place of Business	IAdea Contracting Entity	Governing Law
United States or Canada	IAdea America Corp.	California, United States
All other locations	IAdea Corporation	Republic of China (Taiwan)

The IAdea entity that enters into these Services Terms with Customer is determined by Section 21 (Governing Law and Disputes). No device-location, IP-address, installer-location, or other automated geographic detection is required to determine the applicable entity. If an order form, master agreement, or other separately executed written agreement expressly identifies an IAdea contracting entity or a different governing-law arrangement, that signed agreement controls to the extent of the conflict. Mandatory local laws that cannot lawfully be waived continue to apply.

1. Definitions

1.1 Connected Services

"Connected Services" means IAdea-hosted or IAdea-operated services made available in connection with a Device, including Zero-Touch Enrollment ("ZTE"), device management, diagnostics, firmware and application update services, provisioning, configuration delivery, service-health monitoring, and related cloud services.

1.2 Customer Data

"Customer Data" means information, configuration, applications, web applications, certificates, enrollment profiles, policies, credentials, URLs, content, or other materials submitted, uploaded, assigned, or made available by or on behalf of Customer through the Connected Services. Customer Data excludes IAdea software and service-generated Technical Data.

1.3 Device

"Device" means an IAdea-manufactured or IAdea-authorized device eligible for the applicable Connected Service.

1.4 Technical Data

"Technical Data" means device, software, diagnostic, operational, security, update, provisioning, usage, and service information processed in connection with the Connected Services, as further described in the Privacy Notice.

1.5 Authorized Administrator

"Authorized Administrator" means a person designated or permitted by Customer to administer Customer's account, Devices, profiles, applications, or Connected Services.

2. Service Eligibility, Accounts, and Entitlements

Connected Services may require Customer registration, an IAdea account, Device enrollment, validation of Device ownership or assignment, a supported Firmware version, a subscription or other service entitlement, and acceptance of these Services Terms.

Possession of a Device or acceptance of the IAdea Device & Firmware EULA does not by itself entitle Customer to every Connected Service or feature.

Customer must provide accurate organization and administrator information, keep account information current, and ensure only Authorized Administrators access administrative functions.

3. License and Access Rights

Subject to these Services Terms and applicable service entitlements, IAdea grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable service term to access and use the Connected Services for Customer's internal commercial or organizational purposes in connection with eligible Devices.

Customer may permit employees, contractors, managed-service providers, integrators, or other Authorized Administrators to use the Connected Services on Customer's behalf, but Customer remains responsible for their acts and omissions within Customer's account.

4. Zero-Touch Enrollment

4.1 Service description

ZTE is an optional service that allows an eligible Device to be validated and automatically configured using a provisioning profile assigned by an Authorized Administrator.

4.2 Device validation

Before releasing a ZTE profile, IAdea may validate a requesting Device using supported identifiers and security signals such as serial number, hardware identifier, Device hash, cryptographic identity, attestation token, certificate-chain validation, model and manufacturing information, Firmware integrity or security state, and Customer purchase or assignment records.

4.3 Profile delivery

A ZTE profile may configure language, region, time zone, network and proxy settings, certificates and trust stores, enterprise or device-management enrollment, kiosk profile, administrator controls, security settings, update channels and maintenance windows, applications or web applications, URLs, content assignments, remote-management configuration, diagnostics preferences where supported, and other supported corporate settings.

4.4 Customer responsibility

Customer is responsible for profile accuracy, Device assignment, lawful configuration, credential and certificate validity, application/content rights, minimization of confidential information, and removal or reassignment of profiles when Devices are transferred, returned, lost, stolen, sold, or decommissioned.

4.5 Factory reset

A local factory reset does not necessarily remove a Device from Customer's ZTE account. If the Device remains assigned, a profile may be reapplied after reset or recovery. Customer must remove or reassign Devices through the applicable administrative process.

5. Device Management and Remote Administration

Where enabled, Connected Services may support Device registration; inventory and status reporting; Firmware and security-patch checks; update delivery; configuration and policy delivery; remote diagnostics; service-health monitoring; log collection; troubleshooting; remote administrative commands; screenshots where enabled and authorized; provisioning status; and security or integrity status.

Connectivity may be enabled by default on supported Devices unless disabled by an Authorized Administrator or organizational policy. Disabling connectivity may limit or prevent remote management, ZTE, diagnostics, configuration delivery, automatic update checks, application provisioning, or support functions.

Customer is responsible for determining which remote capabilities are appropriate for its environment and for configuring administrator permissions accordingly.

6. Customer Data and Customer Responsibilities

Customer retains ownership of Customer Data. Customer grants IAdea and its service providers a limited right to host, copy, transmit, process, display, modify as technically necessary, and otherwise use Customer Data solely to provide, secure, support, and improve the Connected Services and to comply with law.

Customer represents and warrants that it has all rights, licenses, notices, consents, and authorizations necessary for Customer Data and for IAdea to process it as contemplated by these Services Terms.

• Do not upload unnecessary personal information, plain-text passwords, unprotected private keys, or other sensitive data unless the applicable service expressly requires and securely supports it.
• Protect credentials, certificates, enrollment tokens, and administrator accounts.
• Limit administrative access to authorized personnel and promptly revoke access when no longer needed.
• Maintain accurate Device assignments and remove or reassign transferred or decommissioned Devices.
• Use only applications, content, URLs, certificates, and configurations for which Customer has appropriate rights and authority.

7. Technical Data, Privacy, and Data Processing

IAdea may process Technical Data reasonably necessary to operate, secure, authenticate, validate, provision, update, diagnose, support, monitor, and improve the Connected Services and eligible Devices.

The categories of Technical Data, purposes of processing, retention approach, and relevant privacy rights are described in the IAdea Firmware & Connected Services Privacy Notice.

Where IAdea processes personal data on behalf of Customer as a processor or service provider, the IAdea Data Processing Addendum ("DPA") applies if incorporated into Customer's order, these Services Terms, or another written agreement. If the DPA conflicts with these Services Terms regarding processing of personal data in scope of the DPA, the DPA controls.

8. Updates and Service-Delivered Software

Connected Services may check Update eligibility; stage, schedule, assign, download, or deliver Updates; collect Update status or errors; and use Device integrity or attestation status to determine whether an Update should be offered.

IAdea may stage Updates by region, Customer, group, or Device and may delay, suspend, replace, or withdraw an Update because of security, compatibility, reliability, legal, or operational concerns.

Customer is responsible for establishing appropriate maintenance windows, testing requirements, network capacity, power availability, and change-control procedures for its deployment.

9. Third-Party Services, Applications, and Integrations

Connected Services may interoperate with Microsoft services, identity providers, device-management systems, application providers, content-management systems, network services, and other third parties. Those products and services are governed by their own terms and privacy practices.

IAdea is not responsible for third-party availability, functionality, security, content, data practices, or changes. IAdea may disable or quarantine an integration, application, configuration, or content source that it reasonably believes creates a material security, legal, privacy, integrity, or service-stability risk.

10. Acceptable Use and Security

Customer must not use the Connected Services to introduce malware; obtain unauthorized access; interfere with or disrupt systems; probe, scan, overload, or security-test IAdea cloud infrastructure without prior written authorization; circumvent access controls; misuse Device identities or credentials; infringe third-party rights; or violate applicable law.

Suspected vulnerabilities should be reported through IAdea's designated security reporting channel. IAdea may publish a coordinated vulnerability disclosure or security-research policy that provides additional procedures or safe-harbor terms.

11. Service Availability, Maintenance, and Changes

IAdea may perform scheduled or emergency maintenance and may suspend access where reasonably necessary to address security incidents, prevent misuse, investigate unauthorized activity, protect Customers or Devices, comply with law, or respond to third-party service interruption.

Unless an applicable SLA expressly provides otherwise, IAdea does not guarantee continuous, uninterrupted, or error-free availability of Connected Services.

IAdea may modify features to improve performance or security, maintain compatibility, comply with law, replace unsupported technology, respond to third-party platform changes, or introduce new functionality. Material reductions to paid service functionality will be handled in accordance with the applicable order, subscription terms, or law.

12. Preview, Beta, Pilot, and Evaluation Features

Features identified as preview, beta, pilot, evaluation, prerelease, or not for production use may contain defects, be incomplete, change without notice, have reduced support, be incompatible with future releases, or be discontinued.

Unless IAdea expressly authorizes production use in writing, Customer must not rely on preview features for critical production operations.

13. Fees, Subscriptions, and Taxes

Fees, subscription periods, renewal terms, included features, usage limits, and payment obligations are stated in the applicable order form, quote, subscription, reseller arrangement, or service plan.

Unless expressly stated otherwise, fees are exclusive of applicable sales, use, value-added, withholding, or similar taxes. Tax allocation and invoicing are subject to the applicable transaction documentation and law.

14. Support

Support availability, response times, escalation paths, update eligibility, and service levels are governed by the applicable support plan, subscription, SLA, sales agreement, or product documentation.

Customer must review logs, screenshots, configurations, and other support materials before submission and remove unnecessary personal or confidential information where technically practicable.

15. Confidentiality

Each party may receive non-public information that is identified as confidential or that reasonably should be understood to be confidential. The receiving party will use such information only to perform or exercise rights under the applicable relationship and will protect it using reasonable care, at least the degree of care used for its own similar information.

Confidentiality obligations do not apply to information lawfully known without restriction, independently developed, rightfully received from a third party without duty of confidentiality, or made public without breach. Disclosure required by law is permitted subject to legally permissible notice and protective measures.

16. Warranty Disclaimer

Except for express commitments in a written SLA, order, or support plan, and to the maximum extent permitted by law, the Connected Services are provided "as is" and "as available." IAdea disclaims implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted operation, error-free operation, and compatibility with every network, application, configuration, or third-party service.

IAdea does not warrant that ZTE will complete successfully in every environment, every third-party application will remain compatible, every update will install successfully, or Customer Data will never be lost because of Customer configuration, third-party failure, or circumstances outside IAdea's reasonable control.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IADEA AND ITS AFFILIATES, LICENSORS, SUPPLIERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFIT, REVENUE, GOODWILL, BUSINESS, OPPORTUNITY, OR ANTICIPATED SAVINGS; BUSINESS INTERRUPTION; LOSS, CORRUPTION, OR UNAVAILABILITY OF CUSTOMER DATA OR CONFIGURATION; COSTS OF SUBSTITUTE SERVICES; THIRD-PARTY SERVICE FAILURE; OR LOSSES CAUSED BY CUSTOMER CREDENTIALS, PROFILES, CONFIGURATIONS, OR FAILURE TO APPLY AVAILABLE SECURITY UPDATES.

Except where prohibited by law or superseded by a separately negotiated written agreement, IAdea's total aggregate liability arising out of or relating to the Connected Services will not exceed the fees actually paid by Customer to IAdea for the affected Connected Service during the twelve (12) months preceding the event giving rise to the claim.

Nothing in these Services Terms excludes or limits liability that cannot lawfully be excluded or limited.

18. Indemnification

To the extent permitted by law, Customer will defend, indemnify, and hold harmless IAdea and its affiliates, officers, employees, licensors, and service providers from third-party claims, damages, losses, costs, and expenses arising from Customer Data; an unauthorized or unlawful provisioning profile; applications or content provisioned by Customer; Customer's violation of law; Customer's infringement of third-party rights; unauthorized access resulting from Customer's failure to protect credentials; or Customer's material breach of these Services Terms.

This Section does not apply to the extent a claim results directly from IAdea's breach of these Services Terms, gross negligence, or willful misconduct.

19. Term, Suspension, and Termination

These Services Terms begin when accepted and continue while Customer has access to a Connected Service, subject to the applicable subscription or order.

IAdea may suspend or terminate access if a subscription expires, required fees are not paid, Customer materially violates these Services Terms, continued access creates a security or legal risk, IAdea is required by law to suspend access, or the service is discontinued in accordance with applicable terms.

Upon termination, access may end and profiles may no longer be delivered. Customer should export or remove Customer Data where supported before termination. Provisions intended by their nature to survive remain effective.

20. Changes to these Services Terms

IAdea may update these Services Terms to reflect changes in services, security or privacy requirements, law, third-party services, or IAdea's business or support model. Material changes will be notified by email to an administrator, portal notice, Device notice, product documentation, IAdea's website, or another reasonable method. Where required by law, renewed acceptance will be obtained.

21. Governing Law and Disputes

Unless an order form, master agreement, or other separately executed written agreement expressly identifies an IAdea contracting entity or a different governing-law arrangement: (a) if Customer's principal place of business is in the United States or Canada, these Services Terms are entered into with IAdea America Corp.; and (b) if Customer's principal place of business is elsewhere, these Services Terms are entered into with IAdea Corporation. The applicable entity is determined by this contractual rule and need not be displayed or determined during Device or service onboarding.

21.1 IAdea America Corp.

If IAdea America Corp. is the contracting entity, these Services Terms are governed by the laws of the State of California, United States, without regard to conflict-of-law principles. Subject to mandatory law or an agreed arbitration provision, the state and federal courts of competent jurisdiction located in California have exclusive jurisdiction.

21.2 IAdea Corporation

If IAdea Corporation is the contracting entity, these Services Terms are governed by the laws of the Republic of China (Taiwan), without regard to conflict-of-law principles. Subject to mandatory law or an agreed arbitration provision, the courts of competent jurisdiction located in Taipei, Taiwan have exclusive jurisdiction.

21.3 Mandatory local law

Nothing in these Services Terms deprives Customer of rights that cannot lawfully be waived under mandatory local law.

22. General Terms

22.1 Order of precedence

A separately negotiated written agreement or order form controls over these Services Terms to the extent of an express conflict. The DPA controls for personal-data processing within its scope. The Device & Firmware EULA separately governs Firmware.

22.2 Assignment

Customer may not assign these Services Terms without IAdea's prior written consent, except where law provides otherwise. IAdea may assign to an affiliate or in connection with a merger, reorganization, financing, sale, or transfer of substantially all relevant assets.

22.3 Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, except payment obligations for services already provided.

22.4 Severability; waiver; language

Invalid provisions are modified to the minimum extent necessary; failure to enforce is not a waiver; and the English version controls to the extent permitted by law unless a translation states otherwise.

23. Contact Information

IAdea Corporation
3F, No. 21, Lane 168, Xingshan Road, Neihu, Taipei Taiwan, R.O.C.
Privacy: legal@IAdea.com
Support/Security Reporting: support@IAdea.com

IAdea America Corp.
20 Fairbanks Suite 170, Irvine, CA 92618, USA
Privacy: legal@IAdea.com
Support/Security Reporting: support@IAdea.com