# ROOT VPN — Terms of Service **Version 1.0** **Effective: 6 September 2026** These Terms of Service ("**Terms**") govern your access to and use of the Services (defined below) provided by **ROOT VPN LTD**, a company registered in England and Wales ("**ROOT VPN**", "**we**", "**us**", "**our**"). By creating an account, installing our software, or otherwise using the Services, you agree to these Terms. If you do not agree, you must not use the Services. --- ## 1. Definitions In these Terms, the following capitalised terms have the meanings given below: 1.1. "**Account**" means the account you register to access the Services. 1.2. "**AUP**" means our Acceptable Use Policy, available at [URL] and incorporated into these Terms by reference. 1.3. "**Bandwidth Sharing**" means the optional, opt-in feature by which a Free Tier user permits their device's idle bandwidth and IP address to act as a residential network exit for KYC-verified business customers of the Root Proxies Network, subject to the conditions described in clause 8 and in the Bandwidth Sharing Terms. 1.4. "**Bandwidth Sharing Terms**" means the separate Bandwidth Sharing Terms and Consent document, available at [URL] and incorporated into these Terms by reference where the Bandwidth Sharing feature is enabled. 1.5. "**Business Customer**" means a verified business customer of the Root Proxies Network who has completed our KYC (Know Your Customer) checks and entered into a separate commercial agreement with us. 1.6. "**Consumer**" means an individual acting for purposes wholly or mainly outside that individual's trade, business, craft or profession, within the meaning of the Consumer Rights Act 2015. 1.7. "**Free Tier**" means the no-cost tier of ROOT VPN that is funded by users who opt in to Bandwidth Sharing. 1.8. "**Meridian Peer SDK**" means our opt-in bandwidth-sharing software module that partner application developers may integrate into their own applications, subject to separate SDK terms. 1.9. "**Paid Tier**" means a paid subscription tier of ROOT VPN under which Bandwidth Sharing is disabled and never occurs. 1.10. "**Root Proxies Network**" means the business-to-business residential and ISP proxy network made available to Business Customers. 1.11. "**Services**" means, collectively, the ROOT VPN application and service (Free Tier and Paid Tier), the Meridian Peer SDK, the Root Proxies Network, and all related software, websites, APIs, and documentation. 1.12. "**Subscription**" means a recurring paid plan for the Paid Tier or for Root Proxies Network access. 1.13. "**You**" or "**your**" means the individual or entity using the Services. --- ## 2. Acceptance and Eligibility 2.1. You must be at least **18 years old** to use the Services. By using the Services you represent and warrant that you are 18 or over and have the legal capacity to enter into these Terms. 2.2. If you are using the Services on behalf of an organisation, you represent that you have authority to bind that organisation to these Terms, and "you" includes that organisation. 2.3. You may only use the Services where doing so is lawful in your jurisdiction. You are responsible for compliance with all laws applicable to you. 2.4. We may refuse, suspend, or terminate access to anyone at our discretion where reasonably necessary to comply with law, protect the Services, or enforce these Terms. --- ## 3. Account Registration and Security 3.1. To access certain features you must register an Account using a valid email address. We may require **email verification** before your Account is activated. 3.2. You are responsible for maintaining the confidentiality of your Account credentials and for all activity under your Account. You must keep your credentials secure and must not share them. 3.3. You must provide accurate and current information and keep it up to date. Business Customers are subject to additional identity-verification (KYC) requirements set out in their commercial agreement and in the AUP. 3.4. You must notify us promptly at **support@rootvpn.com** if you suspect any unauthorised access to or use of your Account. 3.5. We are not liable for loss arising from your failure to keep your credentials secure, except to the extent such loss is caused by our breach of these Terms or our negligence. --- ## 4. The Services 4.1. **ROOT VPN** is a consumer virtual private network application available for Windows, macOS, Linux, and mobile platforms. It is offered in two tiers: (a) a **Free Tier**, which is funded by users who **opt in** to Bandwidth Sharing (see clause 8); and (b) a **Paid Tier**, provided by paid Subscription, under which **Bandwidth Sharing is disabled and never occurs**. 4.2. **Meridian Peer SDK** is an opt-in module offered to partner developers under separate terms. Where you interact with the Meridian Peer SDK inside a third-party application, sharing is opt-in and subject to that application's disclosures and the applicable SDK terms. 4.3. **Root Proxies Network** is a business-to-business product available only to Business Customers under a separate commercial agreement and subject to the AUP. Consumer users of ROOT VPN do not purchase or operate the Root Proxies Network. 4.4. The Services are provided for your own use in accordance with these Terms and the AUP. Features, tiers, and pricing may change as described in clauses 5, 11, and 18. --- ## 5. Subscriptions, Billing and Auto-Renewal 5.1. **Payment methods.** Paid Tier Subscriptions purchased on desktop are billed through **Stripe**. Subscriptions purchased on mobile may be billed through the applicable **app store** (Apple App Store or Google Play) using in-app purchase ("**IAP**"). Where you purchase through an app store, that store's payment terms, billing rules, and cancellation and refund processes also apply and may override parts of this clause 5. 5.2. **Recurring charges and auto-renewal.** Subscriptions are **recurring**. Unless cancelled in accordance with clause 5.5, your Subscription will **automatically renew** at the end of each billing period (for example, monthly or annually) and the applicable fee, plus any tax, will be charged to your payment method for the next period. By subscribing you **authorise us (or the app store) to charge the recurring fee** until you cancel. 5.3. **Renewal reminders.** Where required by law, and in any event as a matter of good practice, we will send a reminder before a renewal, particularly before the renewal of an annual Subscription, telling you the renewal date and amount and how to cancel. 5.4. **Price changes.** We may change Subscription prices. We will give you **reasonable advance notice** (and at least the minimum notice required by law) of any price change by email or in-app before it takes effect. A price change will apply from your next renewal after the notice period. If you do not agree to the new price, you may cancel before it takes effect; continued use after the change takes effect constitutes acceptance. 5.5. **How to cancel.** You may cancel your Subscription at any time: (a) for Stripe-billed Subscriptions, via your Account settings or by contacting **support@rootvpn.com**; or (b) for app-store IAP Subscriptions, via the subscription-management settings of the relevant app store. Cancellation stops future renewals. Unless you have a statutory or Refund Policy right to a refund, cancellation does not retroactively refund the current billing period, and you will retain Paid Tier access until the end of the period already paid for. 5.6. **Free trials and introductory offers.** Where we offer a free trial or introductory price, the terms of that offer will be disclosed at sign-up. Unless stated otherwise, a trial converts into a paid, auto-renewing Subscription at the end of the trial unless you cancel before the trial ends. 5.7. **Failed payments.** If a payment fails, we may retry, suspend Paid Tier features, or downgrade you to the Free Tier (which may re-enable the option to opt in to Bandwidth Sharing, but never enables sharing without your fresh opt-in). 5.8. **Taxes.** Prices are stated inclusive or exclusive of VAT as indicated at the point of sale. You are responsible for any taxes not collected by us or the app store. ### 5A. Your 14-Day Cancellation Right (Consumer Contracts Regulations 2013) 5A.1. If you are a Consumer in the UK, you normally have the right to cancel a distance contract for the Paid Tier **within 14 days** of entering into it (the "**cooling-off period**"), under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, **without giving a reason**. 5A.2. **Effect of asking us to start immediately.** The Paid Tier is supplied as a digital service. When you subscribe, you may be asked to (i) **request that we begin providing the service during the 14-day cooling-off period** and (ii) acknowledge that this may affect your cancellation right, as follows: (a) if you ask us to begin during the cooling-off period and then cancel within that period, you must pay for the service actually provided up to the point you tell us you want to cancel (a proportionate amount); and (b) for digital content supplied other than on a tangible medium (for example, downloadable content), where you give **express consent** to immediate supply and **acknowledge that you thereby lose the right to cancel**, the 14-day cancellation right may not apply once supply has begun. 5A.3. **How to cancel within the cooling-off period.** To exercise the 14-day right, tell us clearly before the period ends by emailing **support@rootvpn.com** (a model cancellation form is available on request). We will process any refund due without undue delay and within 14 days of being informed, using the same payment method, subject to clause 5A.2. 5A.4. **Refunds after consumption.** Beyond the statutory cooling-off right, and subject always to your non-excludable statutory rights, fees for a billing period that has already been used are generally non-refundable. The detailed position on refunds, proration, and exceptions is set out in our **Refund Policy** at [URL], which is cross-referenced here and forms part of these Terms. 5A.5. **App-store purchases.** If you purchased through an app store, refunds and cancellations may be handled by that store under its own policies. You may need to request a refund directly from the store. Nothing in this clause removes your statutory rights. --- ## 6. Free Tier and Its Funding Model 6.1. The Free Tier is offered at no monetary cost. It is **funded by users who opt in to Bandwidth Sharing**. This means that the availability and continuation of the Free Tier depends, in part, on a population of users choosing to share idle bandwidth. 6.2. **Using the Free Tier does not require you to share bandwidth.** Bandwidth Sharing is optional and opt-in (see clause 8). If you use the Free Tier without opting in, we may limit certain features or ask you to consider the Paid Tier, but we will not enable Bandwidth Sharing without your explicit consent. 6.3. We may change, limit, or discontinue the Free Tier on reasonable notice, subject to clause 11. --- ## 7. Consideration and the Sharing Exchange (Transparency) 7.1. We want you to understand the model clearly: the Free Tier is provided in exchange for the **option** to share idle bandwidth. If and only if you opt in, your device's idle bandwidth and IP address may be used as a residential exit for KYC-verified Business Customers, strictly on the conditions in clause 8. This exchange is disclosed to you before you opt in, and you can withdraw at any time. --- ## 8. Bandwidth Sharing (Free Tier Only) 8.1. **Opt-in only.** Bandwidth Sharing is **strictly opt-in**. It is off by default. It only operates if you actively enable it, and it is available only on the Free Tier. **The Paid Tier never shares bandwidth.** 8.2. **Incorporation of the Bandwidth Sharing Terms.** If you opt in, the separate **Bandwidth Sharing Terms and Consent** apply in addition to these Terms and are incorporated by reference. In the event of conflict on the specific subject of Bandwidth Sharing, the Bandwidth Sharing Terms prevail. 8.3. **What sharing means.** When enabled and when the conditions in clause 8.4 are met, your device's **idle bandwidth and IP address** may act as a **residential network exit** for KYC-verified Business Customers, and **only** for traffic to **allow-listed commercial destinations**. 8.4. **Conditions gating (all must be met).** Sharing only occurs when the conditions you have configured or that we require are satisfied, which may include that your device is: (a) connected to **Wi-Fi** (not metered mobile data, unless you expressly allow it); (b) **charging** or above a battery threshold; (c) **idle** (not in active foreground use); and (d) **within any data-cap** limit you have set. If any required condition is not met, sharing pauses automatically. 8.5. **Destination controls.** Traffic routed through your device as an exit is limited to **allow-listed commercial destinations**. We operate controls intended to prevent routing to illegal or prohibited destinations, as further described in the AUP and Bandwidth Sharing Terms. 8.6. **Revocability — one tap.** You can **turn off Bandwidth Sharing at any time with a single action** ("one-tap"), and it is **fully revocable**. Turning it off stops future sharing. 8.7. **No sharing on Paid Tier.** Subscribing to the Paid Tier disables Bandwidth Sharing. If you downgrade to the Free Tier, sharing remains off unless and until you opt in again. 8.8. **Your responsibility for your connection.** You are responsible for ensuring that opting in is consistent with your internet service provider's terms and any network you connect to. Do not opt in on networks where you are not permitted to do so. --- ## 9. Acceptable Use 9.1. Your use of the Services is subject to the **AUP**, which is incorporated into these Terms by reference. You must read and comply with the AUP. 9.2. **You are responsible for your use of the Services**, including all traffic, content, and activity associated with your Account, and (for Business Customers) all use of the Root Proxies Network under your credentials. 9.3. Breach of the AUP is a breach of these Terms and may result in suspension or termination under clause 15, and where appropriate reporting to authorities. --- ## 10. Intellectual Property and Licence 10.1. The Services, including all software, code, designs, text, and trade marks (including "ROOT VPN", "Meridian", and "Root Proxies"), are owned by or licensed to us and are protected by intellectual property laws. 10.2. Subject to your compliance with these Terms, we grant you a **limited, non-exclusive, non-transferable, revocable licence** to install and use the ROOT VPN software for your own use during the term of these Terms. Business Customers receive a licence to use the Root Proxies Network as set out in their commercial agreement. 10.3. You must not (except to the extent permitted by law): copy, modify, distribute, sell, or lease any part of the Services; reverse engineer or attempt to extract source code; remove proprietary notices; or use our trade marks without permission. 10.4. Any feedback you provide may be used by us without restriction or obligation to you. --- ## 11. Availability, Changes and Beta Features 11.1. We aim to keep the Services available but do not guarantee uninterrupted or error-free operation. The Services may be unavailable for maintenance, updates, or reasons beyond our control. 11.2. We may add, change, or remove features. Where a change materially and adversely affects a paid feature you rely on, we will give reasonable notice and, where required, offer you a proportionate remedy consistent with your statutory rights. 11.3. **Beta features** may be offered on an experimental basis, may be unstable, and are provided "as is" to the fullest extent permitted by law. We may withdraw them at any time. --- ## 12. Third-Party Services 12.1. The Services rely on or interoperate with third parties, including **Stripe** (payments), the **Apple App Store** and **Google Play** (distribution and IAP), and **OAuth**/identity providers (sign-in). Your use of those services is governed by their own terms and privacy policies. 12.2. We are not responsible for third-party services, and their availability or terms may change. Where a third party (such as an app store) handles billing or refunds, its processes apply as described in clause 5. --- ## 13. Disclaimers 13.1. Except as expressly stated in these Terms and to the fullest extent permitted by law, the Services are provided **"as is" and "as available"** without warranties of any kind, whether express or implied, including implied warranties of satisfactory quality, fitness for a particular purpose, and non-infringement. 13.2. A VPN reduces certain risks but does not guarantee anonymity, security, or that your activity cannot be observed by others. You remain responsible for your own security practices and for lawful use. 13.3. Nothing in this clause 13 excludes or limits any warranty, term, or remedy that cannot be excluded or limited under applicable law, including the statutory rights of Consumers under the Consumer Rights Act 2015 (see clause 16). --- ## 14. Limitation of Liability 14.1. **Liability we do not exclude.** Nothing in these Terms excludes or limits our liability for: (a) **death or personal injury caused by our negligence**; (b) **fraud or fraudulent misrepresentation**; (c) any liability that **cannot lawfully be excluded or limited**, including a Consumer's non-excludable statutory rights; or (d) any other liability that applicable law does not permit us to exclude. 14.2. **Consumers.** If you are a Consumer, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for loss or damage that is not foreseeable. We do not exclude or limit our liability to you where it would be unlawful to do so. We are not liable for loss arising from your use of the Services for business purposes. 14.3. **Business Customers and non-Consumers.** Subject to clause 14.1, if you are not a Consumer: (a) we exclude all implied terms to the maximum extent permitted by law; (b) we are not liable for any loss of profit, loss of business, business interruption, loss of anticipated savings, loss of goodwill, or any indirect or consequential loss; and (c) our total aggregate liability arising out of or in connection with the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the **greater of (i) the total amounts you paid to us for the Services in the 12 months before the event giving rise to the claim, or (ii) [£100]**. 14.4. Each provision of this clause 14 operates separately. If any part is held unenforceable, the remaining parts continue to apply. --- ## 15. Indemnity (Business and API Customers) 15.1. If you are a Business Customer or use our APIs, SDK, or the Root Proxies Network, you agree to **indemnify and hold harmless** us and our officers, employees, and agents against all liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your breach of these Terms or the AUP; (b) your use of the Root Proxies Network, APIs, or SDK, including any traffic you route and any destinations you target; (c) your infringement of any third-party right or applicable law; or (d) any claim that your activity caused harm to a third party, a shared-bandwidth peer, or their network. 15.2. This clause 15 does not apply to Consumers except to the extent a Consumer uses the Services in breach of the AUP in a way that causes us loss, and then only as permitted by law. --- ## 16. Consumer Rights Preserved 16.1. If you are a Consumer, you have statutory rights under the **Consumer Rights Act 2015**, the **Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013**, and other consumer-protection law. These include rights in relation to services performed with reasonable care and skill and digital content that is of satisfactory quality, fit for purpose, and as described. 16.2. **Nothing in these Terms affects, limits, or excludes your non-excludable statutory rights.** Where any provision of these Terms conflicts with your statutory rights, your statutory rights prevail. 16.3. For information about your rights, you may contact your local Citizens Advice or the Chartered Trading Standards Institute. --- ## 17. Suspension and Termination 17.1. **By you.** You may stop using the Services at any time and may cancel a Subscription under clause 5.5 or close your Account by contacting **support@rootvpn.com**. 17.2. **By us.** We may suspend or terminate your access, in whole or in part, where: (a) you materially breach these Terms or the AUP (including any abuse, unlawful use, or facilitation of an offence); (b) suspension is reasonably necessary to protect the Services, other users, shared-bandwidth peers, or third parties; (c) we are required to do so by law or by a competent authority; or (d) you fail to pay amounts due. 17.3. **Notice and proportionality.** Except where immediate action is necessary (for example, serious abuse, legal requirement, or risk to others), we will give reasonable notice and, for Consumers, act proportionately and consistently with your statutory rights. 17.4. **Effect of termination.** On termination, your licence ends and you must stop using the Services. Clauses that by their nature should survive (including clauses 10, 13, 14, 15, 16, 19 and 20) survive termination. Termination does not affect accrued rights. 17.5. **Reporting.** Where we reasonably believe conduct is unlawful, we may report it to law enforcement and cooperate with lawful investigations, subject to applicable data-protection law and our Privacy Policy. --- ## 18. Changes to These Terms 18.1. We may update these Terms from time to time. Where a change is material, we will give reasonable advance notice by email or in-app before it takes effect. 18.2. For Consumers, if a change materially and adversely affects you, you may cancel before it takes effect. Continued use after the effective date constitutes acceptance of the updated Terms. 18.3. The "Last updated" date at the top reflects the latest version. --- ## 19. Governing Law and Dispute Resolution 19.1. These Terms and any dispute or claim (including non-contractual disputes) arising out of or in connection with them are governed by the law of **England and Wales**. 19.2. **Jurisdiction.** Subject to clause 19.3, the courts of **England and Wales** have exclusive jurisdiction. If you are a Consumer resident elsewhere in the United Kingdom, you may also bring proceedings in the courts of the part of the UK in which you live, and mandatory local consumer-protection rights are unaffected. 19.3. **Complaints and informal resolution.** Before starting formal proceedings, we encourage you to contact us at **legal@rootproxies.com** so we can try to resolve the matter. We will acknowledge complaints and aim to respond within a reasonable time. 19.4. **Alternative dispute resolution.** If we cannot resolve a dispute, a Consumer may be entitled to use an alternative dispute resolution (ADR) scheme. We will provide details of any applicable ADR provider on request. --- ## 20. General 20.1. **Entire agreement.** These Terms, together with the AUP, the Privacy Policy, the Refund Policy, and (where applicable) the Bandwidth Sharing Terms and any Business Customer agreement, form the entire agreement between you and us regarding the Services. 20.2. **Assignment.** You may not assign or transfer your rights without our consent. We may assign our rights and obligations, provided this does not reduce your rights. 20.3. **Severability.** If any provision is held invalid or unenforceable, the remaining provisions continue in full force. 20.4. **No waiver.** Our failure to enforce a provision is not a waiver of it. 20.5. **Third-party rights.** Except as expressly stated, a person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce them. 20.6. **Force majeure.** We are not liable for failure or delay caused by events beyond our reasonable control. 20.7. **Notices.** We may give notice by email to your registered address or via in-app messaging. --- ## 21. Contact - General and account support: **support@rootvpn.com** - Legal notices: **legal@rootproxies.com** - Abuse reports: **abuse@rootproxies.com** - Privacy enquiries: **privacy@rootproxies.com** - Data Protection Officer: **dpo@rootproxies.com** --- ## Company details **ROOT VPN LTD** Registered in England and Wales Company number: [to be added] Registered office: [to be added] --- *ROOT VPN — Terms of Service, Version 1.0.*