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-End User License Agreement
-
- OUR EULA WAS UPDATED ON JULY 17, 2017
-
- This End User License Agreement (this “EULA”) governs Your access and use
- of the software (“Software”) that is embedded on any Ubiquiti Networks,
- Inc. product (“Product”).
-
- The term “You,” “Your,” “you” or “your” as used in this EULA, means any
- person or entity who accesses or uses the Software and accepts the terms
- of this EULA, including any individuals that You authorize to use or
- access the Software, including Your independent contractors or employees
- (“Authorized Users”). For the avoidance of doubt, where the term “You,”
- “Your,” “you” or “your” is used in this EULA, it shall include any
- Authorized User, regardless of whether “Authorized User” is specifically
- stated.
-
- FOR IMPORTANT DISCLAIMERS OF WARRANTY AND WARNINGS CONCERNING USAGE, SEE
- SECTION V.
-
- YOU MUST READ AND AGREE TO THE TERMS OF THIS EULA BEFORE USING,
- DOWNLOADING OR INSTALLING ANY SOFTWARE. BY USING, DOWNLOADING OR
- INSTALLING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND
- CONDITIONS OF THIS EULA. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS
- OF THIS EULA, YOU MAY NOT USE, DOWNLOAD OR INSTALL THE SOFTWARE.
-
- THE SOFTWARE MAY BE SUBJECT TO AUTOMATIC SOFTWARE UPDATES, AS DESCRIBED
- FURTHER IN SECTION III, AND YOU ALSO HEREBY CONSENT TO SUCH UPDATES. If
- You do not agree to such updates, You are not permitted to, and You must
- not, download, install, access or use the Software.
-
- Ubiquiti may, in its sole and absolute discretion, change the terms of
- this EULA from time to time, as indicated by the date at the end of this
- EULA. If You object to any such change, Your sole recourse will be to
- cease using the Software. Continued use of the Software following any such
- change will indicate Your acknowledgement of such change and agreement to
- be bound by the new terms and conditions.
-
-  1. Overview, Eligibility
-
- * This EULA is a binding agreement between You and Ubiquiti
- Networks, Inc. (“Ubiquiti”).
- * Your use of (1) websites located at [1]www.ubnt.com and ubnt.com
- sub-domains and any other websites hosted by Ubiquiti or its
- affiliates, (2) services accessible or downloadable through the
- Sites, (3) software that may be downloaded to Your smartphone or
- tablet to access services and (4) subscription services,
- including services that can be accessed using the Web Apps and
- Mobile Apps is governed by the [2]Terms of Service. Your
- purchase of the Product (excluding the Software) is governed by
- the [3]Limited Warranty. All additional guidelines, terms, or
- rules on the Sites, including the [4]Privacy Policy, are
- incorporated by reference into this EULA and You are agreeing to
- accept and abide by them by using the Software.
- * Subject to Section (I)(d), You may access and use the Software
- only if You can form a binding contract with Ubiquiti and only if
- You are in compliance with the terms of this EULA and all
- applicable laws and regulations. If You are accepting the terms
- of this EULA on behalf of an entity or individual, You represent
- and warrant that You have full legal authority to bind such
- entity or individual to this EULA. You are fully responsible for
- any Authorized User’s compliance with this EULA.
- * If You are an Authorized User, You represent and warrant that You
- are over the age of 13 (or equivalent minimum age in the
- jurisdiction where You reside or access or use the Software), and
- in the event You are between the age of 13 (or equivalent minimum
- age in the jurisdiction where you reside or access or use the
- Software) and the age of majority in the jurisdiction where You
- reside or access or use the Software, that You will only use the
- Software under the supervision of a parent or legal guardian who
- agrees to be bound by this EULA. Any use or access to the
- Software by individuals under the age of 13 (or equivalent
- minimum age in the jurisdiction where you reside or access or use
- the Services) is strictly prohibited and a violation of this
- EULA.
-
-  2. License.
-
- * License Grant. Subject to Your compliance at all times with the
- terms and restrictions set forth in this EULA, Ubiquiti grants
- You, under its rights in and to the Software, a worldwide,
- non-sublicensable, non-transferable, non-exclusive, revocable,
- limited license to download and use the Software in object code
- form only, solely in connection with the Product that You own or
- control.
- * Limitations on Use.
-
- * The Software, its contents, features and functionality
- (including, without limitation, all user interfaces,
- information, software, code, text, graphics, images, video
- and audio, and the design, selection and arrangement
- thereof) (collectively, the “Content”) are protected by
- United States and international copyright, trademark,
- patent, trade secret and other intellectual property or
- proprietary rights laws.
- * You shall not directly or indirectly do any of the
- following:
-
- * use the Software on any device other than a Product
- that is owned or controlled by You or Your business
- organization;
- * sell, offer for sale, lease, license, sublicense or
- distribute the Software or any Content in any form
- without the prior written consent of Ubiquiti;
- * copy, reproduce, broadcast, transmit, republish,
- distribute, modify, prepare derivative works of,
- perform, publicly perform or display the Software or
- any Content in any way without the prior written
- consent of Ubiquiti and its applicable licensors;
- * remove or alter any copyright, trademark or other
- proprietary rights notices from the Software or
- Content, or use them in contravention of any such
- applicable notices;
- * reverse engineer, decompile, translate, disassemble or
- otherwise attempt to (i) derive the source code or the
- underlying ideas, algorithms, structure or organization
- of any Software (except that the foregoing limitation
- does not apply to the extent that such activities may
- not be prohibited under applicable law); or (ii)
- defeat, avoid, bypass, remove, deactivate, or otherwise
- circumvent any software protection mechanisms in the
- Software, including, without limitation, any such
- mechanism used to restrict or control the functionality
- of the Software;
- * use the Software in violation of any third-party rights
- or any local, state, national or international law or
- regulation, including, without limitation, any local
- country regulations related to operation within legal
- frequency channels, output power and Dynamic Frequency
- Selection (DFS) requirements;
- * violate any accompanying user or technical manuals,
- training materials, specifications or other
- documentation pertaining to any Software, where in
- digital or printed format;
- * engage in any High Risk Activities (as defined in
- Section (V)(b)(ii));
- * release the results of any performance or functional
- evaluation of any of the Software to any third party
- without prior written approval of Ubiquiti for each
- such release; or
- * create a substantially similar software to the
- Software, or any component thereof.
-
- * You are responsible for obtaining, properly installing and
- maintaining the Software and any other services or products
- needed for access to and use of the Software, and for paying
- all charges related thereto.
-
- * Third Party Software.
-
- * Certain software included in, distributed with or downloaded
- in connection with the Software may comprise third party
- proprietary software products that are subject to separate
- license terms (“Third Party Software”). All such Third Party
- Software may include software or software components that
- are derived, in whole or in part, from software that is
- distributed as free software, open source software or under
- similar licensing or distribution models (“Open Source
- Software,” together with Third Party Software, “External
- Software”).
- * Your use of External Software is subject in all cases to the
- applicable licenses from the External Software provider,
- which shall take precedence over the rights and restrictions
- granted in this EULA solely with respect to such External
- Software. You shall comply with the terms of all applicable
- Third Party Software and Open Source Software licenses, if
- any. Copyrights to Open Source Software are held by their
- respective copyright holders indicated in the copyright
- notices in the corresponding source files. The Software may
- include software developed by the OpenSSL Project for use in
- the OpenSSL Toolkit ([5]http://www.openssl.org/).
- * FOR THE AVOIDANCE OF DOUBT, UBIQUITI PROVIDES NO
- REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
- STATUTORY, WITH RESPECT TO SUCH EXTERNAL SOFTWARE, INCLUDING
- WITH RESPECT TO FUNCTIONALITY OF SUCH EXTERNAL SOFTWARE.
- Ubiquiti does not provide any warranty, maintenance,
- technical or other support for any External Software.
- Accordingly, Ubiquiti is not responsible for Your use of any
- External Software or any personal injury, death, property
- damage (including, without limitation, to Your home), or
- other harm or losses arising from or relating to Your use of
- any External Software.
-
- * Intellectual Property Ownership; Trade Secrets. All copyrights,
- trade secrets, patents, trademarks, trade secrets and other
- intellectual property and proprietary rights in any jurisdiction
- worldwide (collectively, “Intellectual Property Rights”) in and
- to the Software and the Content are the sole property of Ubiquiti
- or its licensors. You do not have or receive any title or
- interest in or to the Software, the Content, or the Intellectual
- Property Rights contained therein through Your use of the
- Software or otherwise. Except as expressly granted to You under
- the limited license set forth in Section II(a) of this EULA,
- Ubiquiti does not grant any express or implied right to You under
- any of its Intellectual Property Rights. You further acknowledge
- and agree that the Software contains the valuable trade secrets
- and proprietary information of Ubiquiti and its affiliates. You
- agree to hold such trade secrets and proprietary information in
- confidence and You acknowledge that any actual or threatened
- breach of this obligation will constitute immediate, irreparable
- harm for which monetary damages would be an inadequate remedy,
- and that injunctive relief is an appropriate remedy for such
- breach.
- * Trademarks. All trademarks, service marks, trade names and logos
- and the goodwill associated therewith (“Marks”) included or
- displayed in the Software or Content are the exclusive property
- of Ubiquiti or their respective holders. You are not permitted to
- use any of the Marks without the applicable prior written consent
- of Ubiquiti or such respective holders.
-
-  3. Automatic Updates.
-
- * Ubiquiti may, from time to time and at its sole option, provide
- patches, bug fixes, corrections, updates, upgrades, support and
- maintenance releases or other modifications to the Software,
- including certain External Software, which items shall be deemed
- part of the Software and External Software hereunder. YOU HEREBY
- CONSENT TO ANY SUCH AUTOMATIC UPDATES. These may be automatically
- installed without providing any additional notice to You or
- receiving Your additional consent. If You do not consent, Your
- remedy is to stop using the Software. Notwithstanding the
- foregoing, Ubiquiti withholds the right to require You to install
- any patches, bug fixes, corrections, updates, upgrades, support
- and maintenance releases or other modifications in order to
- access and use the Software.
-
-  4. Term and Termination. This EULA will remain in full force and effect
- so long as You continue to access or use the Software, or until
- terminated in accordance with this EULA. You may discontinue Your use
- of and access to the Software at any time. Ubiquiti will automatically
- terminate this EULA at any time without notice to you if you fail to
- comply with any term of this EULA. You may terminate it at any time
- upon written notice to Ubiquiti at legal@ubnt.com. Upon any such
- termination, the licenses granted by this EULA will immediately
- terminate and you agree to stop all access and use of the Product,
- Software and documentation and destroy the Software and documentation,
- together with all copies and merged portions in any form. The
- provisions that by their nature continue and survive will survive any
- termination of this EULA, including those set forth in this Sections
- II(d), II(e) and Articles IV -IX.
-  5. WARRANTY DISCLAIMER
-
- * Disclaimer of Warranties TO THE MAXIMUM EXTENT PERMITTED BY
- APPLICABLE LAW, THE SOFTWARE IS LICENSED “AS-IS” AND “AS
- AVAILABLE”, WITH ALL FAULTS. UBIQUITI DOES NOT MAKE ANY
- WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS,
- IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ANY SOFTWARE,
- INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY,
- ACCURACY, QUALITY OF SERVICE OR RESULTS, AVAILABILITY,
- SATISFACTORY QUALITY, LACK OF VIRUSES, TITLE, FITNESS FOR A
- PARTICULAR USE OR NON-INFRINGEMENT, TO THE EXTENT AUTHORIZED BY
- LAW. ANY STATEMENTS OR REPRESENTATIONS ABOUT THE SOFTWARE AND ITS
- FEATURES OR FUNCTIONALITY AND ANY COMMUNICATION WITH YOU IS FOR
- INFORMATION PURPOSES ONLY, AND DOES NOT CONSTITUTE A WARRANTY OR
- REPRESENTATION. WITHOUT LIMITING THE FOREGOING, UBIQUITI
- EXPRESSLY DOES NOT WARRANT THAT THE CONTENT, OPERATION, OUTPUT OR
- IMPLEMENTATION OF THE SOFTWARE WILL: (I) MEET YOUR REQUIREMENTS;
- (II) BE UNINTERRUPTED, ERROR-FREE, ACCURATE, RELIABLE OR
- COMPLETE; (III) BE COMPATIBLE WITH YOUR HOME NETWORK, COMPUTER OR
- MOBILE DEVICE; (IV) OR THAT UBIQUITI OR ANY THIRD PARTY WILL
- RESOLVE ANY PARTICULAR SUPPORT REQUEST OR FIX ANY ERRORS OR THAT
- SUCH RESOLUTION WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. YOU
- SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE
- OF THE SOFTWARE.
- * Emergency Response; High Risk Activities.
-
- * YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE, WHETHER
- STANDING ALONE OR WHEN INTERFACED WITH PRODUCTS OR
- THIRD-PARTY PRODUCTS OR SERVICES, ARE NOT CERTIFIED FOR
- EMERGENCY RESPONSE, AND ARE NOT A THIRD-PARTY MONITORED
- EMERGENCY NOTIFICATION SYSTEM. MOBILE OR OTHER NOTIFICATIONS
- REGARDING THE STATUS OF THE SOFTWARE ARE NOT A SUBSTITUTE
- FOR A THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM.
- YOU AGREE THAT YOU WILL NOT RELY ON THE SOFTWARE FOR
- EMERGENCY RESPONSE OR ANY OTHER LIFE SAFETY OR CRITICAL
- PURPOSES.
- * NEITHER THE SOFTWARE NOR ANY PRODUCT IS DESIGNED,
- MANUFACTURED OR INTENDED FOR THE OPERATION OF NUCLEAR
- FACILITIES, AIR TRAFFIC CONTROL, EMERGENCY RESPONSE,
- EMERGENCY AND SAFETY SERVICES, HEALTHCARE FACILITIES,
- HOSPITALS, LIFE SUPPORT SYSTEMS OR ANY MISSION CRITICAL
- ENVIRONMENT, WHERE THE USE OR FAILURE OF THE SOFTWARE COULD
- LEAD TO DEATH, PERSONAL INJURY OR ENVIRONMENTAL DAMAGE
- (COLLECTIVELY, “HIGH RISK ACTIVITIES”). YOU AGREE THAT YOU
- WILL NOT USE THE SOFTWARE FOR ANY HIGH RISK ACTIVITIES.
-
- * Data Storage. Ubiquiti is not responsible or liable for the
- deletion of or failure to store or process any information or
- other content provided by You or transmitted in the course of
- using the Software. You are solely responsible for securing and
- backing up such submissions.
- * Versions. You acknowledge and agree that the Software provided to
- You under this EULA may be in “beta” or test form, or otherwise
- not intended or completed for commercial use and may therefore
- contain errors, bugs or similar unstable characteristics not
- typical of commercially released items. Such characteristics may
- negatively affect the operation of previously installed software
- or equipment. You are advised to safeguard important data, to use
- caution and not to rely in any way on the correct functioning or
- performance of the software and accompanying materials. You
- acknowledge that the Software may be provided to You from time to
- time as a program participant solely for the purpose of providing
- Ubiquiti with feedback on the Software and the identification of
- defects.
-
-  6. LIMITATION OF LIABILITY
-
- * UNDER NO CIRCUMSTANCES WILL UBIQUITI OR ITS SUPPLIERS OR THEIR
- RESPECTIVE AFFILIATES, OFFICERS, EMPLOYEES, DIRECTORS,
- SHAREHOLDERS, AGENTS OR LICENSORS BE LIABLE UNDER ANY THEORY OF
- LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY OR OTHERWISE) FOR
- ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DIRECT,
- INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY
- DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
- MONEY, REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE
- LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD
- HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM
- THIS EULA OR THE INSTALLATION, MAINTENANCE, PERFORMANCE, FAILURE
- OR INTERRUPTION OR USE OF SOFTWARE, HOWEVER CAUSED AND ON ANY
- THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE),
- EVEN IF UBIQUITI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
- DAMAGES. IF, NOTWITHSTANDING THESE TERMS, UBIQUITI OR ANY OF ITS
- SUPPLIERS ARE FOUND TO BE LIABLE, THE LIABILITY OF UBIQUITI OR
- ITS SUPPLIERS OR THEIR RESPECTIVE AFFILIATES, OFFICERS,
- EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS OR LICENSORS TO YOU OR
- TO ANY THIRD PARTY IS LIMITED TO ONE HUNDRED DOLLARS ($100). THIS
- LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE
- EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM.
- * Exclusions and Limitations. Some jurisdictions do not allow the
- exclusion of certain warranties or the limitation or exclusion of
- liability for certain damages. Accordingly, some of the above
- limitations and disclaimers may not apply to You. To the extent
- that Ubiquiti may not, as a matter of applicable law, disclaim
- any implied warranty or limit its liabilities, the scope and
- duration of such warranty and the extent of Ubiquiti’s liability
- will be the minimum permitted under such applicable law.
-
-  7. INDEMNIFICATION. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS
- UBIQUITI AND ITS LICENSORS AND SUPPLIERS, AND THEIR RESPECTIVE
- AFFILIATES, OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS OR
- LICENSORS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES,
- LOSSES, COSTS, EXPENSES AND FEES (INCLUDING REASONABLE ATTORNEYS’
- FEES) THAT SUCH PARTIES MAY INCUR AS A RESULT OF OR ARISING FROM A
- VIOLATION OF THIS EULA.
-  8. Export Restrictions.
-
- * You acknowledge that the Software is of U.S. origin. You
- represent and warrant that (i) You shall be solely responsible
- for complying with all export laws and restrictions and
- regulations, including United States export regulations, such as
- restrictions of the Department of Commerce, the United States
- Department of Treasury Office of Foreign Assets Control ("OFAC")
- or other foreign agency or authority’s regulations ("Export
- Laws"), and You shall not (ii) export, or allow the export or
- re-export of, the Software in violation of any such restrictions,
- laws or regulations, or available in any country in contravention
- of any Export Laws, or any other law, nor (iii) make the Software
- available in a country for which an export license or other
- governmental approval is required without first obtaining all
- necessary licenses or other approvals. You shall obtain and bear
- all expenses relating to any necessary licenses and exemptions
- with respect to the export from the U.S. of the Software to any
- location.
- * You acknowledge that the U.S. government maintains embargoes and
- sanctions against certain countries, currently including the
- Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan and
- Syria, which may be amended from time to time, including with
- respect to listed countries; and that other countries may have
- trade laws pertaining to import, use, export or distribution of
- the Software. You acknowledge that, in each case, compliance with
- the same is Your responsibility. You represent and warrant that
- You are not a person or entity listed on any United States
- Government list of prohibited or restricted parties.
-
-  9. Miscellaneous.
-
- * Governing Law; Jurisdiction. This EULA shall not be governed by
- the 1980 U.N. Convention on Contracts for the International Sale
- of Goods; rather, this EULA shall be governed by the laws of the
- State of New York, including its Uniform Commercial Code, without
- reference to conflicts of laws principles. Any action or
- proceeding relating to this EULA must be brought in a federal or
- state court located in New York and each party irrevocably
- submits to the jurisdiction and venue of any such court in any
- such claim or dispute, except that Ubiquiti may seek injunctive
- relief in any court having jurisdiction to protect its
- confidential information or intellectual property.
- * Government Purposes. The Software was developed solely at private
- expense and is a “commercial item” consisting of “commercial
- computer software” and “commercial computer software
- documentation” within the meaning of the applicable civilian and
- military Federal acquisition regulations and any supplements
- thereto, as amended from time to time. If the user of the
- Software is an agency, department, employee or other entity of
- the United States Government, consistent with 48 C.F.R.
- 227.7202-1 through 227.702-4 (JUNE 1995), the use, duplication,
- reproduction, release, modification, disclosure and transfer of
- the Software, including technical data or manuals, is governed by
- the terms and conditions contained in this EULA.
- * Severability. If any of the provisions, either in part or in
- full, of this EULA is held by a court or other tribunal of
- competent jurisdiction to be unenforceable or invalid, such
- provision shall be enforced to the maximum extent possible or
- permissible and this EULA will be interpreted so as to give
- maximum effect to the original intent of the parties with respect
- to the unenforceable provision, and the remaining portions of
- this EULA shall remain in full force and effect.
- * Assignment. You may not assign any of Your rights or obligations
- under this EULA without Ubiquiti’s express written consent.
- Ubiquiti may assign this EULA without Your consent provided that
- such assignment is to an affiliated company forming part of the
- Ubiquiti group of companies.
- * Waiver. The waiver by either party of any default by the other
- party shall not waive subsequent defaults by such other party of
- the same or different kind. The failure of either party to
- enforce the provisions hereof, at any time or for any period of
- time, or the failure of either party to exercise any option
- herein, shall not be construed as a waiver of such provision or
- option and shall in no way affect that party’s right to enforce
- such provisions or exercise such option.
- * Third Party Beneficiary. Licensors and suppliers of Ubiquiti and
- its affiliates are third party beneficiaries of this EULA, and
- thus this EULA is directly enforceable by such licensors and
- suppliers and their affiliates.
- * Statute of Limitations. You agree that regardless of any statute
- or law to the contrary, any claim or cause of action You may have
- arising out of or related to use of the Software or this EULA
- must be filed within one (1) year after such claim or cause of
- action arose or be forever barred.
- * Interpretation. As used herein, unless the context requires
- otherwise, the word “or” is not exclusive and the words “will,”
- “will not,” “shall,” and “shall not” are expressions of command
- and not merely expressions of future intent or expectation.
- Whenever the words “include,” “includes” or “including” are used
- in this EULA, they shall be deemed to be followed by the words
- “without limitation.” The section headings in this EULA are for
- convenience only and have no legal or contractual effect.
-
-References
-
- Visible links
- 1. www.ubnt.com
- https://www.ubnt.com/
- 2. Terms of Service
- https://www.ubnt.com/legal/termsofservice/
- 3. Limited Warranty
- https://www.ubnt.com/support/warranty/
- 4. Privacy Policy
- https://www.ubnt.com/legal/privacypolicy/
- 5. www.openssl.org
- http://www.openssl.org/