eSIM Commerce Terms of Service

• 1.1 Buyer means a business customer that purchases eSIM Products from ROKKODE for resale or internal use.
• 1.2 Catalog means the set of eSIM Products and related product metadata made available through the Services.
• 1.3 Confidential Information has the meaning set out in Section 14.
• 1.4 eSIM means an embedded subscriber identity module profile or equivalent digital SIM profile.
• 1.5 eSIM Artifact means the QR code, activation code, installation details, or URL delivered for an eSIM Product.
• 1.6 eSIM Product means a local prepaid eSIM plan or package offered by Supplier for resale via the Services.
• 1.7 Fulfillment means provisioning, allocation, delivery, replacement, cancellation handling, and any other actions required to provide an eSIM Product and valid eSIM Artifacts in response to an Order.
• 1.8 Order means a purchase request submitted by a Buyer through the Services and accepted by ROKKODE for fulfillment.
• 1.9 ROKKODE Systems means the API, Dashboard, integrations, tooling, and related infrastructure operated by ROKKODE to power the marketplace.
• 1.10 Services means the eSIM Commerce marketplace, including Supplier onboarding, technical integrations, catalog management, order routing, reporting, settlement support, and related features.
• 1.11 Settlement means the commercial settlement between ROKKODE and Supplier for eSIM Products sold through the Services.
• 1.12 Supplier Criteria means Supplier specific rules applicable to an eSIM Product, including activation rules, refund eligibility, unused definitions, time limits, and any product specific constraints.

2.1 Independent parties. The parties are independent contractors. Nothing in these Terms creates an agency, partnership, joint venture, or employment relationship.

2.2 Reseller model. ROKKODE purchases eSIM Products from Supplier and resells them to Buyers. Supplier acknowledges that ROKKODE is the seller of record to Buyers unless otherwise agreed in writing.

2.3 No Buyer relationship. Supplier has no contractual relationship with Buyers under these Terms. Any communications with Buyers, if permitted, must follow ROKKODE policies.

2.4 Priority of documents. Commercial terms (pricing, settlement schedule, volume tiers, postpaid arrangements, and operational SLAs if any) may be provided separately in a written agreement or onboarding documents and are incorporated by reference. If there is a conflict, the signed commercial terms control to the extent of the conflict.

3.1 Eligibility. Supplier represents that it is duly organized, validly existing, and authorized to provide the eSIM Products and associated services in applicable jurisdictions.

3.2 Compliance screening. ROKKODE may require verification, compliance checks, or documentation during onboarding and periodically thereafter. Supplier must provide accurate information and promptly update changes.

3.3 Sub suppliers. Supplier may not use sub suppliers or intermediaries for fulfillment of listed eSIM Products without ROKKODE prior written consent, unless disclosed and approved during onboarding.

4.1 Integration methods. Supplier will connect to ROKKODE Systems as agreed, which may include API integration, inventory feeds, provisioning endpoints, order webhooks, or other interfaces.

4.2 Security. Supplier must implement and maintain industry standard security measures, including secure authentication, access controls, encryption in transit, and protection of credentials.

4.3 Availability and latency. Supplier will use commercially reasonable efforts to maintain reliable connectivity to ROKKODE Systems and timely fulfillment. Any target availability or response time commitments apply only if specified in signed commercial terms.

4.4 Testing and environments. Supplier must support testing and validation of integrations as reasonably required. If a test environment is provided, it must not be used for production fulfillment unless expressly authorized.

4.5 Changes and deprecations. Supplier must provide reasonable advance notice for material changes to Supplier systems or APIs that could affect fulfillment, including endpoint changes, schema changes, authentication updates, or deprecations.

5.1 Accurate listing. Supplier must provide accurate, current, and complete product metadata for each eSIM Product, including at a minimum:

• coverage and network information
• plan characteristics (data, validity, throttling or fair use limits if any)
• activation and installation rules
• any eKYC requirements
• refund eligibility and unused definition criteria
• any restrictions, exclusions, or special conditions

5.2 Updates. Supplier must promptly update product metadata when changes occur. Supplier acknowledges that inaccurate metadata can cause Buyer disputes, refunds, or regulatory issues.

5.3 Quality and provisioning. Supplier must deliver valid eSIM Artifacts and ensure that provisioning and activation function as described, subject to normal network limitations.

5.4 Prohibited products. Supplier must not list products that are unlawful, misleading, or that require unlawful customer conduct. ROKKODE may reject any product at its discretion.

6.1 Order handling. Upon receiving an Order routed by ROKKODE, Supplier must fulfill it in accordance with these Terms, Supplier Criteria, and operational requirements communicated by ROKKODE.

6.2 Fulfillment timing. Supplier must fulfill Orders within the timeframe agreed in commercial terms or, if not specified, within a commercially reasonable period consistent with the product type and the marketplace expectations for instant or near instant delivery.

6.3 Delivery format. Supplier must deliver eSIM Artifacts in the agreed formats and must ensure artifacts are correct, unique, and usable.

6.4 Failure handling. If Supplier cannot fulfill an Order, Supplier must promptly notify ROKKODE via the agreed interface and provide a reason code. Supplier must support retries or alternative routing where feasible.

6.5 Duplicates. Supplier must implement safeguards to prevent duplicate provisioning for the same Order identifier. If duplicates occur due to Supplier systems, Supplier is responsible for remediation as described in Section 10.

6.6 Suspension of fulfillment. Supplier must promptly suspend fulfillment when instructed by ROKKODE for compliance, fraud prevention, or incident response.

7.1 eKYC requirement disclosure. If an eSIM Product requires eKYC, Supplier must clearly disclose this requirement, including the jurisdictions, triggers, and any constraints.

7.2 Third party verification. If eKYC is performed by a third party provider selected by ROKKODE or by Supplier, Supplier must cooperate to enable the verification flow.

7.3 Data handling boundaries. ROKKODE may avoid collecting end user personal data for eKYC. Supplier must not require ROKKODE to receive or store end user personal data unless explicitly agreed in writing. If end user personal data is required for a product, Supplier must disclose the data fields required and the lawful basis for processing, and the parties must agree in writing on data processing responsibilities before listing the product.

8.1 Commercial terms. Pricing, volume tiers, settlement schedule, payment rails, taxes, and invoicing mechanics will be provided separately and incorporated by reference.

8.2 Taxes. Each party is responsible for its own taxes arising from its business activities. Where withholding or indirect taxes apply, the parties will cooperate in good faith to comply.

8.3 Reporting. ROKKODE may provide order and sales reports to support settlement. Supplier must promptly notify ROKKODE of discrepancies and provide supporting evidence.

8.4 Offsets and adjustments. ROKKODE may offset settlement amounts for refunds, chargebacks, duplication errors, service credits, or other adjustments consistent with these Terms and the commercial terms.

9.1 Supplier Criteria. Supplier must provide Supplier Criteria for each product. Supplier Criteria may define unused status, refund windows, and exceptions.

9.2 Marketplace consistency. Supplier acknowledges that the marketplace may advertise a default unused refund policy to Buyers, but Supplier Criteria may override for specific products. Supplier must provide clear criteria so ROKKODE can apply them accurately.

9.3 Refund cooperation. Supplier must promptly respond to refund verification requests from ROKKODE and provide status signals needed to determine whether an eSIM Product is unused under Supplier Criteria.

9.4 Refund responsibility. Unless otherwise stated in commercial terms:

• if a refund is granted due to Supplier fulfillment error, invalid artifacts, or misrepresentation of product terms, Supplier will bear the cost of the refund
• if a refund is granted solely due to Buyer misuse or Buyer caused issues, Supplier will not be responsible, provided Supplier can substantiate this with reasonable evidence

9.5 Chargebacks. If a Buyer initiates a chargeback and ROKKODE is required to refund the Buyer, ROKKODE may apply appropriate adjustments to Supplier settlement if the underlying issue is attributable to Supplier fulfillment error or product misrepresentation.

10.1 Invalid artifacts. If delivered eSIM Artifacts are invalid or cannot be installed or activated due to Supplier provisioning issues, Supplier must, at ROKKODE request, promptly provide replacement artifacts or re provision the product at no additional cost.

10.2 Systemic incidents. If Supplier experiences a systemic incident affecting fulfillment or activation, Supplier must promptly notify ROKKODE, provide updates, and cooperate on remediation.

10.3 Duplicates. If Supplier provisions duplicate eSIMs for the same Order identifier or otherwise creates unintended allocations due to Supplier systems, Supplier is responsible for reversal where possible or for bearing the cost of duplicates.

10.4 Evidence and logs. Supplier must maintain reasonable logs and evidence to support troubleshooting, unused verification, and dispute resolution, subject to confidentiality and data minimization principles.

11.1 Incident communications. Supplier must provide an operational contact for incident response. Supplier will cooperate with ROKKODE on urgent issues, including outages, fraud events, and security incidents.

11.2 Maintenance. Supplier should provide advance notice of planned maintenance that could affect fulfillment and should schedule maintenance to minimize marketplace disruption where feasible.

11.3 Business continuity. Supplier will maintain reasonable business continuity measures suitable for the nature of fulfillment services.

Supplier represents and warrants that:

12.1 Authority and legality. Supplier has the rights and authority to provide the eSIM Products and to enter into these Terms.

12.2 No infringement. Supplier eSIM Products and associated deliverables do not infringe third party intellectual property rights, and Supplier has appropriate licenses and rights.

12.3 Compliance. Supplier will comply with applicable laws and regulations relating to telecommunications services, consumer protections where applicable, sanctions, export controls, and anti corruption requirements, as relevant to its role.

12.4 Accurate information. Product information and Supplier Criteria provided to ROKKODE are accurate and not misleading.

13.1 Supplier IP. Supplier retains ownership of its intellectual property in its eSIM Products and underlying systems.

13.2 ROKKODE IP. ROKKODE retains ownership of ROKKODE Systems and all related intellectual property.

13.3 Marketplace listing license. Supplier grants ROKKODE a worldwide, nonexclusive, royalty free license during the term to list, market, and sell the eSIM Products through the Services, including use of Supplier marks and product materials for that purpose, subject to brand guidelines if provided.

13.4 Restrictions. Neither party may use the other party marks outside the scope of these Terms without prior written consent.

14.1 Confidential Information. Confidential Information includes nonpublic business, technical, commercial, pricing, and operational information disclosed by one party to the other.

14.2 Protection. The receiving party will protect Confidential Information using reasonable care and will use it only for performing under these Terms. Disclosure is limited to personnel and advisors with a need to know and confidentiality obligations.

14.3 Exceptions. Confidentiality does not apply to information that is publicly available without breach, independently developed, or lawfully obtained from a third party.

14.4 Compelled disclosure. If legally required to disclose Confidential Information, the receiving party will provide reasonable notice to allow the disclosing party to seek protective measures, unless prohibited by law.

15.1 Security obligations. Each party will maintain reasonable administrative, technical, and organizational measures to protect its systems and data.

15.2 Security incidents. Supplier will notify ROKKODE without undue delay after becoming aware of a security incident that materially affects fulfillment or the security of eSIM Artifacts or relevant data exchanged with ROKKODE.

15.3 Cooperation. Supplier will cooperate in investigating, mitigating, and remediating security incidents.

16.1 As is. Except as expressly stated in these Terms or in signed commercial terms, ROKKODE Systems are provided as is and as available. ROKKODE does not guarantee uninterrupted access, specific performance, or error free operation.

16.2 Networks. Supplier acknowledges that marketplace performance depends on multiple third party networks and systems.

17.1 Indirect damages. To the maximum extent permitted by law, neither party is liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, or business opportunities.

17.2 Liability cap. To the maximum extent permitted by law, each party total liability arising out of or relating to these Terms will not exceed the total Settlement amounts paid or payable by ROKKODE to Supplier for sales of the affected eSIM Products during the three months immediately preceding the event that first gave rise to the claim.

17.3 Non excludable liability. Nothing limits liability that cannot be limited under applicable law.

18.1 Supplier indemnity. Supplier will indemnify and hold harmless ROKKODE and its officers, directors, employees, and agents from and against claims, damages, liabilities, losses, and expenses (including reasonable legal fees) arising out of or relating to:

• Supplier breach of these Terms or applicable law
• alleged infringement by Supplier eSIM Products or Supplier marks
• Supplier misrepresentation of product characteristics, refund criteria, or legal requirements
• Supplier fulfillment failures or defective artifacts attributable to Supplier

18.2 ROKKODE indemnity. ROKKODE will indemnify and hold harmless Supplier from and against claims arising out of ROKKODE infringement of third party intellectual property by ROKKODE Systems, excluding any claim to the extent caused by Supplier materials or modifications.

18.3 Process. The indemnified party will provide prompt notice and reasonable cooperation. The indemnifying party controls the defense and settlement, and may not settle in a way that imposes obligations on the indemnified party without prior written consent.

19.1 Removal of products. ROKKODE may remove or delist any eSIM Product, temporarily or permanently, if required for compliance, risk, quality, marketplace integrity, or operational reasons.

19.2 Suspension. ROKKODE may suspend order routing to Supplier if Supplier fails to meet fulfillment obligations, experiences incidents, violates these Terms, or otherwise poses risk.

19.3 Corrective action. ROKKODE may require corrective actions such as integration fixes, metadata corrections, process changes, or additional monitoring before resuming routing.

20.1 Term. These Terms begin when Supplier first agrees to them and continue until terminated.

20.2 Termination for convenience. Either party may terminate participation with reasonable notice, subject to fulfilling outstanding Orders and completing settlement obligations.

20.3 Termination for cause. Either party may terminate immediately if the other party materially breaches these Terms and fails to cure within a reasonable period, or immediately for serious breaches, fraud, security risk, or legal compliance reasons.

20.4 Effect of termination. Upon termination:

• Supplier must stop using ROKKODE Systems and remove access credentials as directed
• ROKKODE may disable Supplier access to the marketplace interfaces
• the parties will complete settlement for completed sales and agreed adjustments
• Sections that by their nature should survive will survive, including confidentiality, intellectual property, disclaimers, limitations of liability, and indemnification

21.1 Updates. ROKKODE may update these Terms from time to time. If changes are material, ROKKODE will provide notice through onboarding channels, email, or the Supplier interface.

21.2 Acceptance. Continued participation after the effective date constitutes acceptance.

22.1 Governing law. These Terms are governed by the laws of Japan, excluding conflict of law rules.

22.2 Jurisdiction. The Tokyo District Court has exclusive jurisdiction as the court of first instance for disputes arising out of or relating to these Terms or the Services.

23.1 Assignment. Neither party may assign these Terms without the other party prior written consent, except to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets.

23.2 Force majeure. Neither party is liable for delays or failures caused by events beyond reasonable control, including Supplier network outages, acts of government, natural disasters, or labor disputes.

23.3 Severability. If any provision is invalid or unenforceable, the remaining provisions remain in effect.

23.4 Entire agreement. These Terms, together with any incorporated commercial terms, constitute the entire agreement regarding Supplier participation and supersede prior discussions on that subject.

23.5 Notices. Notices must be provided via the contact methods designated during onboarding or as otherwise specified by a party in writing.

Pricing, volume tiers, settlement schedule, postpaid conditions (if any), and other commercial arrangements are provided separately during contracting and may be viewable through ROKKODE interfaces thereafter. Those documents form part of the agreement between the parties and control to the extent they conflict with these Terms.