Ubiquiti® End User License Agreement


UBIQUITI NETWORKS, INC. ("UBNT") LICENSES THIS SOFTWARE TO YOU (“YOU” or "LICENSEE") SUBJECT TO THE TERMS CONTAINED IN THIS END USER LICENSE AGREEMENT ("AGREEMENT"). READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE INSTALLING, COPYING AND/OR USING THIS SOFTWARE (ALONG WITH ANY UPGRADES, UPDATES, BUG FIXES OR MODIFIED VERSIONS THERETO, COLLECTIVELY, THE "SOFTWARE") AND THE ACCOMPANYING DOCUMENTATION. “DOCUMENTATION” MEANS WRITTEN INFORMATION (WHETHER CONTAINED IN USER OR TECHNICAL MANUALS, TRAINING MATERIALS, SPECIFICATION OR OTHERWISE IN EITHER DIGITAL OR PRINTED FORMAT) PERTAINING TO THE SOFTWARE. THE SOFTWARE IS COPYRIGHTED AND IT IS LICENSED TO YOU UNDER THIS AGREEMENT, NOT SOLD TO YOU.  YOU SHALL NOT RECEIVE ANY RIGHT, TITLE OR INTEREST IN THE SOFTWARE.  BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, COPY OR USE THE SOFTWARE. THE SOFTWARE IS FOR USE ONLY UNDER THE TERMS OF THIS AGREEMENT, AND UBNT RESERVES ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU IN THIS AGREEMENT.


THIS AGREEMENT IS BINDING BETWEEN YOU, AS EITHER AN INDIVIDUAL OR A SINGLE BUSINESS ENTITY AND UBNT. THIS AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH UBNT RELATING TO THE SOFTWARE.


1. Assent to Be Bound


You agree to be bound by the terms of this Agreement by clicking "I Accept" during installation or initial use, by executing a written copy of this Agreement, or by installing, copying or otherwise using the Software. If You are accepting the terms of this Agreement on behalf of an entity, You represent and warrant that You have full legal authority to bind such entity to the terms in this Agreement. If You do not agree with any term or condition or are unable to so represent and warrant, do not download, order, open, install or use the Software or product package. 


The rights granted under this Agreement include any software upgrades delivered by UBNT that replace or supplement the original Software received by You, unless such upgrade is delivered with or under a separate license. If a Software upgrade that You receive is a complete replacement (i.e., a full install) of a previously licensed version of the Software, You may only use the upgrade version.


1. Grant of License


Subject to the terms and conditions of this Agreement, UBNT hereby grants to You a personal, non-exclusive, non-sublicensable, non-transferable, revocable license to install and use one copy of the Software in accordance with this Agreement and the Documentation on a single computing device for use with a UBNT Device. “UBNT Device" means a UBNT device manufactured and sold by UBNT that You purchase or otherwise rightfully acquire. This License does not allow the Software to exist on more than one computing device at a time. You may make one copy of the Software for backup purposes only, provided that the backup copy must include all copyright or other proprietary notices contained on the original. This Agreement strictly prohibits You from using the Software with any device other than a UBNT Device.


1. Third Party Software


Certain software included in, distributed with, or downloaded in connection with the installation of the Software may comprise third party proprietary software products that are subject to separate license terms ("Third Party Software"). The 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”). For details on the license terms and other restrictions applicable to the Third Party Software, please review the Documentation and the "Attributions.txt" file provided with the Software installer. Your use of Third Party Software is subject to the applicable licenses from the Third Party Software provider. To the extent that any license terms applicable to Third Party Software are inconsistent with the limited rights granted to You in this Agreement, such terms shall take precedence over the rights and restrictions granted in this Agreement solely with respect to such Third Party Software, including any terms regarding Open Source Software that require UBNT to grant You rights to copy, modify, or distribute the Open Source Software. You shall comply with the terms of all applicable Open Source Software licenses, if any. Copyrights to the 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 (http://www.openssl.org/). All External Software is provided without representation or warranty of any kind, express, implied or statutory. UBNT is not obligated to provide any warranty, maintenance, technical or other support for any External Software or its use on UBNT Devices.


1. Restrictions on Grant


Except as otherwise specifically permitted in this Agreement, You shall not: (a) alter, modify, adapt, translate or create any derivative works of any Software or documentation, including translation or localization; (b) copy the Software except as provided in this Agreement or elsewhere by UBNT; (c) separate Software, which is licensed as a single product, into its component parts; (d) sublicense or permit simultaneous use of the Software by more than one user; (e) reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for the Software (except to the extent applicable laws specifically prohibit such restriction); (f) redistribute, encumber, sell, rent, lease, sublicense, or use the Software in a timesharing or service bureau arrangement, or otherwise grant or transfer rights to any Software; (g) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels or user interface in the Software or any UBNT Device; (h) publish any results of benchmark tests run on any Software to a third party without UBNT prior written consent; (i) install the Software on any devices that are not owned by You; or (j) allow the use of any Software by users than have not been licensed by UBNT. Any act by persons receiving access to the Software as a result of acts or omissions of Yours shall be deemed acts of Yours for these purposes.


1. Software Support


UBNT is under no obligation to provide technical support under the terms of this license, and provides no assurance that any specific errors or faults in the Software or the External Software will be corrected.


1. Ownership and Copyright of Software


You agree that UBNT owns the Software and all trademarks, service marks and other content included in the Software. Title to the Software and all copies thereof remain with UBNT. The Software is copyrighted and is protected by United States copyright laws and other national and international laws.


Licensee will not remove copyright notices from the Software or the External Software. Licensee agrees to prevent any unauthorized copying of the Software. Except as expressly provided herein, UBNT does not grant any express or implied right to You under UBNT patents, copyrights, trademarks, or trade secret information.


1. Term of This Agreement


This Agreement is effective until terminated. In addition to UBNT’s other legal rights and remedies, any unauthorized use or copying of Software or Documentation will result in the automatic termination of this Agreement without notice to You. This Agreement will terminate automatically without notice from UBNT if You fail to comply with any provision of this Agreement. Upon any termination of this Agreement, the rights and licenses granted to You under this Agreement shall immediately terminate, and You shall immediately cease using, and shall destroy the Software, Documentation, and all other items in Your possession or control that are proprietary to UBNT. Termination of this Agreement will not affect any rights or obligations of either party accruing up to termination nor any rights or obligations which by their nature may survive termination, including, but not limited to, those set forth in Sections 4, 6-16 and 18.


1. Consent to Use of Data


You agree that UBNT may from time to time collect and use UNBT Device information (such as hardware model, firmware version, device identifiers, device performance information and device operation parameters), collected in a form that does not personally identify You, to facilitate the provision of the Software updates, authenticate UBNT Devices, verify compliance with the terms of this Agreement, and improve Ubiquiti's products and services.


1. DISCLAIMER


YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE SOFTWARE AND ANY EXTERNAL SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.


TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE AND DOCUMENTATION AND ANY EXTERNAL SOFTWARE ARE PROVIDED, "AS IS", WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. UBNT, ITS AFFILIATES, AND ITS AND THEIR THIRD PARTY DATA, SERVICE, SOFTWARE AND HARDWARE PROVIDERS HEREBY DISCLAIM AND MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS, GUARANTEES, OR WARRANTIES OF MERCHANTABILITY, ACCURACY, QUALITY OF SERVICE OR RESULTS, AVAILABILITY, SATISFACTORY QUALITY, LACK OF VIRUSES, TITLE, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TO THE EXTENT AUTHORIZED BY LAW. TO THE EXTENT THAT ANY OF THE SAME CANNOT BE EXCLUDED, SUCH IMPLIED CONDITION, REPRESENTATION AND/OR WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD REFERRED TO IN THE STANDARD WARRANTY TERMS AND POLICY PUBLISHED ON THE UBNT WEBSITE.


WITHOUT LIMITATION OF THE FOREGOING, UBNT EXPRESSLY DOES NOT WARRANTS THAT THE SOFTWARE OR THE EXTERNAL SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE OR EXTERNAL SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE AND EXTERNAL SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE SOFTWARE AND EXTERNAL SOFTWARE. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE SOFTWARE AND EXTERNAL SOFTWARE.


THE SOFTWARE (AND ANY EXTERNAL SOFTWARE) IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, LIFE SUPPORT, MACHINES OR OTHER EQUIPMENT IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.


1. Limitation of Liability


Provision of any of the Software and the External Software under this Agreement shall not create any obligation for UBNT to continue to develop, support, repair, offer for sale or in any other way continue to provide or develop the Software, the External Software or other items either for You or for any other person.


UBNT’S CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY RELATED TO YOU FOR ANY LOSS OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR INSTALLATION OR USE OF THE SOFTWARE, DOCUMENTATION, AND EXTERNAL SOFTWARE SHALL NOT EXCEED THE AMOUNT OF LICENSE FEES PAID TO UBNT BY YOU UNDER THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL ALL RECOVERIES, WHETHER BASED ON A SINGLE CLAIM OR ON SEVERAL CLAIMS, EXCEED FIFTY U.S. DOLLARS ($50). THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. IN NO EVENT SHALL UBNT BE LIABLE TO YOU OR ANY PARTY RELATED TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL DAMAGES (INCLUDING FOR LOST PROFITS, LOSS OF CONTRACT, COSTS OF PROCUREMENT OF SUBSTITUTE ITEMS OR CORRUPTION TO DATA, OR DAMAGE TO SYSTEMS), OR ANY SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF UBNT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT THIS PROVSION REPRESENTS A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES.


1. Trademarks


“Ubiquiti”, “Ubiquiti Networks”, the Ubiquiti “U” logo, “UniFi” and the UBNT logo, and certain other names and logos displayed in the Software are trademarks or registered trademarks (collectively, “Marks”) of UBNT. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with UBNT.


1. United States Government Restricted Rights


It is Your responsibility to follow local country regulation and You are responsible for keeping any UNBT Device working according to these regulations. The Software and Documentation are provided with Restricted Rights. If the Software or Documentation is provided to any unit or agency of the United States Government ("U.S. Government"), the following provisions shall apply: All software and accompanying documentation are deemed to be "commercial computer software" and "commercial computer software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as updated, amended or replaced, as well as all other applicable statutes or laws addressing U.S. Government rights applicable to the Software, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Software and accompanying documentation by the U.S. Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms herein. Any technical data provided that is not covered by the above provisions is deemed to be "technical data-commercial items" pursuant to DFAR Section 227.7015(a). Any use, modification, reproduction, release, performance, display or disclosure of such technical data shall be governed by the terms of DFAR Section 227.7015(b). 


1. Governing Law and Choice of Forum


This Agreement shall in all respects be governed by and interpreted under the laws of the State of California (without regard to the conflicts of laws provisions thereof or the UN Convention on the International Sale of Goods), and the parties submit to the exclusive jurisdiction of the courts of California, county and city of Santa Clara, or the U.S. District Court for the Northern District of California. Notwithstanding the foregoing, UBNT reserves the right to institute proceedings against You in the courts having jurisdiction in the places where You reside, do business, have assets, or in any jurisdiction where a harm to UBNT is occurring or has occurred. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorney’s fees. Notwithstanding anything herein, You hereby agree that in the event You infringe or misappropriate any of UBNT’s intellectual property rights, Ubiquiti is entitled to seek any permanent or temporary remedies (including, without limitation, compensation for damages, ceasing of infringement act, injunctive reliefs) against You in accordance with the applicable laws of Your resident country or the jurisdiction where such infringing act has transpired.


1. Export Restrictions


You acknowledge that the Software and Documentation is of U.S. origin. You agree, represent and warrant that (a) You shall be solely responsible for complying with all export laws and restrictions and regulations, including but not limited to 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"), (b) You shall not export, or allow the export or re-export the Software, Documentation, or External 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 (c) make Software, Documentation or External 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/or exemptions with respect to the export from the U.S. of the Software, Documentation or External Software to any location. 


You acknowledge that the U.S. government maintains embargoes and sanctions against certain countries, currently include Cuba, Iran, North Korea, Sudan and Syria, but any amendments to the countries under a U.S. embargo or sanction shall apply. You acknowledge that other countries may have trade laws pertaining to import, use, export or distribution of Software, Documentation or External Software, and that compliance with the same is Your responsibility. You further represent and warrant that You are not a person or entity that is listed on any United States Government list of prohibited or restricted parties.


1. No 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, at any time or for any period of time, the provisions hereof 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.


1. Severability


If any of the provisions, either in part or in full, of this Agreement 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 Agreement 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 Agreement shall remain in full force and effect.


1. No Assignment


You may not assign this Agreement and You may not delegate its duties under the Agreement without UBNT’s prior written consent which shall not be unreasonably withheld. UBNT may assign the Agreement without Your consent provided that such assignment is to an affiliated company forming part of the UBNT group of companies.


1. Entire Agreement


This Agreement constitutes the complete and exclusive agreement between You and UBNT with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein. This Agreement may not be amended except in a writing duly signed by You and an authorized representative of UBNT.


Copyright © 2015 Ubiquiti Networks, Inc. All rights reserved.



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