1 End User License Agreement
3 OUR EULA WAS UPDATED ON JULY 17, 2017
5 This End User License Agreement (this “EULA”) governs Your access and use
6 of the software (“Software”) that is embedded on any Ubiquiti Networks,
7 Inc. product (“Product”).
9 The term “You,” “Your,” “you” or “your” as used in this EULA, means any
10 person or entity who accesses or uses the Software and accepts the terms
11 of this EULA, including any individuals that You authorize to use or
12 access the Software, including Your independent contractors or employees
13 (“Authorized Users”). For the avoidance of doubt, where the term “You,”
14 “Your,” “you” or “your” is used in this EULA, it shall include any
15 Authorized User, regardless of whether “Authorized User” is specifically
18 FOR IMPORTANT DISCLAIMERS OF WARRANTY AND WARNINGS CONCERNING USAGE, SEE
21 YOU MUST READ AND AGREE TO THE TERMS OF THIS EULA BEFORE USING,
22 DOWNLOADING OR INSTALLING ANY SOFTWARE. BY USING, DOWNLOADING OR
23 INSTALLING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND
24 CONDITIONS OF THIS EULA. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS
25 OF THIS EULA, YOU MAY NOT USE, DOWNLOAD OR INSTALL THE SOFTWARE.
27 THE SOFTWARE MAY BE SUBJECT TO AUTOMATIC SOFTWARE UPDATES, AS DESCRIBED
28 FURTHER IN SECTION III, AND YOU ALSO HEREBY CONSENT TO SUCH UPDATES. If
29 You do not agree to such updates, You are not permitted to, and You must
30 not, download, install, access or use the Software.
32 Ubiquiti may, in its sole and absolute discretion, change the terms of
33 this EULA from time to time, as indicated by the date at the end of this
34 EULA. If You object to any such change, Your sole recourse will be to
35 cease using the Software. Continued use of the Software following any such
36 change will indicate Your acknowledgement of such change and agreement to
37 be bound by the new terms and conditions.
39 1. Overview, Eligibility
41 * This EULA is a binding agreement between You and Ubiquiti
42 Networks, Inc. (“Ubiquiti”).
43 * Your use of (1) websites located at [1]www.ubnt.com and ubnt.com
44 sub-domains and any other websites hosted by Ubiquiti or its
45 affiliates, (2) services accessible or downloadable through the
46 Sites, (3) software that may be downloaded to Your smartphone or
47 tablet to access services and (4) subscription services,
48 including services that can be accessed using the Web Apps and
49 Mobile Apps is governed by the [2]Terms of Service. Your
50 purchase of the Product (excluding the Software) is governed by
51 the [3]Limited Warranty. All additional guidelines, terms, or
52 rules on the Sites, including the [4]Privacy Policy, are
53 incorporated by reference into this EULA and You are agreeing to
54 accept and abide by them by using the Software.
55 * Subject to Section (I)(d), You may access and use the Software
56 only if You can form a binding contract with Ubiquiti and only if
57 You are in compliance with the terms of this EULA and all
58 applicable laws and regulations. If You are accepting the terms
59 of this EULA on behalf of an entity or individual, You represent
60 and warrant that You have full legal authority to bind such
61 entity or individual to this EULA. You are fully responsible for
62 any Authorized User’s compliance with this EULA.
63 * If You are an Authorized User, You represent and warrant that You
64 are over the age of 13 (or equivalent minimum age in the
65 jurisdiction where You reside or access or use the Software), and
66 in the event You are between the age of 13 (or equivalent minimum
67 age in the jurisdiction where you reside or access or use the
68 Software) and the age of majority in the jurisdiction where You
69 reside or access or use the Software, that You will only use the
70 Software under the supervision of a parent or legal guardian who
71 agrees to be bound by this EULA. Any use or access to the
72 Software by individuals under the age of 13 (or equivalent
73 minimum age in the jurisdiction where you reside or access or use
74 the Services) is strictly prohibited and a violation of this
79 * License Grant. Subject to Your compliance at all times with the
80 terms and restrictions set forth in this EULA, Ubiquiti grants
81 You, under its rights in and to the Software, a worldwide,
82 non-sublicensable, non-transferable, non-exclusive, revocable,
83 limited license to download and use the Software in object code
84 form only, solely in connection with the Product that You own or
88 * The Software, its contents, features and functionality
89 (including, without limitation, all user interfaces,
90 information, software, code, text, graphics, images, video
91 and audio, and the design, selection and arrangement
92 thereof) (collectively, the “Content”) are protected by
93 United States and international copyright, trademark,
94 patent, trade secret and other intellectual property or
95 proprietary rights laws.
96 * You shall not directly or indirectly do any of the
99 * use the Software on any device other than a Product
100 that is owned or controlled by You or Your business
102 * sell, offer for sale, lease, license, sublicense or
103 distribute the Software or any Content in any form
104 without the prior written consent of Ubiquiti;
105 * copy, reproduce, broadcast, transmit, republish,
106 distribute, modify, prepare derivative works of,
107 perform, publicly perform or display the Software or
108 any Content in any way without the prior written
109 consent of Ubiquiti and its applicable licensors;
110 * remove or alter any copyright, trademark or other
111 proprietary rights notices from the Software or
112 Content, or use them in contravention of any such
114 * reverse engineer, decompile, translate, disassemble or
115 otherwise attempt to (i) derive the source code or the
116 underlying ideas, algorithms, structure or organization
117 of any Software (except that the foregoing limitation
118 does not apply to the extent that such activities may
119 not be prohibited under applicable law); or (ii)
120 defeat, avoid, bypass, remove, deactivate, or otherwise
121 circumvent any software protection mechanisms in the
122 Software, including, without limitation, any such
123 mechanism used to restrict or control the functionality
125 * use the Software in violation of any third-party rights
126 or any local, state, national or international law or
127 regulation, including, without limitation, any local
128 country regulations related to operation within legal
129 frequency channels, output power and Dynamic Frequency
130 Selection (DFS) requirements;
131 * violate any accompanying user or technical manuals,
132 training materials, specifications or other
133 documentation pertaining to any Software, where in
134 digital or printed format;
135 * engage in any High Risk Activities (as defined in
137 * release the results of any performance or functional
138 evaluation of any of the Software to any third party
139 without prior written approval of Ubiquiti for each
141 * create a substantially similar software to the
142 Software, or any component thereof.
144 * You are responsible for obtaining, properly installing and
145 maintaining the Software and any other services or products
146 needed for access to and use of the Software, and for paying
147 all charges related thereto.
149 * Third Party Software.
151 * Certain software included in, distributed with or downloaded
152 in connection with the Software may comprise third party
153 proprietary software products that are subject to separate
154 license terms (“Third Party Software”). All such Third Party
155 Software may include software or software components that
156 are derived, in whole or in part, from software that is
157 distributed as free software, open source software or under
158 similar licensing or distribution models (“Open Source
159 Software,” together with Third Party Software, “External
161 * Your use of External Software is subject in all cases to the
162 applicable licenses from the External Software provider,
163 which shall take precedence over the rights and restrictions
164 granted in this EULA solely with respect to such External
165 Software. You shall comply with the terms of all applicable
166 Third Party Software and Open Source Software licenses, if
167 any. Copyrights to Open Source Software are held by their
168 respective copyright holders indicated in the copyright
169 notices in the corresponding source files. The Software may
170 include software developed by the OpenSSL Project for use in
171 the OpenSSL Toolkit ([5]http://www.openssl.org/).
172 * FOR THE AVOIDANCE OF DOUBT, UBIQUITI PROVIDES NO
173 REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
174 STATUTORY, WITH RESPECT TO SUCH EXTERNAL SOFTWARE, INCLUDING
175 WITH RESPECT TO FUNCTIONALITY OF SUCH EXTERNAL SOFTWARE.
176 Ubiquiti does not provide any warranty, maintenance,
177 technical or other support for any External Software.
178 Accordingly, Ubiquiti is not responsible for Your use of any
179 External Software or any personal injury, death, property
180 damage (including, without limitation, to Your home), or
181 other harm or losses arising from or relating to Your use of
182 any External Software.
184 * Intellectual Property Ownership; Trade Secrets. All copyrights,
185 trade secrets, patents, trademarks, trade secrets and other
186 intellectual property and proprietary rights in any jurisdiction
187 worldwide (collectively, “Intellectual Property Rights”) in and
188 to the Software and the Content are the sole property of Ubiquiti
189 or its licensors. You do not have or receive any title or
190 interest in or to the Software, the Content, or the Intellectual
191 Property Rights contained therein through Your use of the
192 Software or otherwise. Except as expressly granted to You under
193 the limited license set forth in Section II(a) of this EULA,
194 Ubiquiti does not grant any express or implied right to You under
195 any of its Intellectual Property Rights. You further acknowledge
196 and agree that the Software contains the valuable trade secrets
197 and proprietary information of Ubiquiti and its affiliates. You
198 agree to hold such trade secrets and proprietary information in
199 confidence and You acknowledge that any actual or threatened
200 breach of this obligation will constitute immediate, irreparable
201 harm for which monetary damages would be an inadequate remedy,
202 and that injunctive relief is an appropriate remedy for such
204 * Trademarks. All trademarks, service marks, trade names and logos
205 and the goodwill associated therewith (“Marks”) included or
206 displayed in the Software or Content are the exclusive property
207 of Ubiquiti or their respective holders. You are not permitted to
208 use any of the Marks without the applicable prior written consent
209 of Ubiquiti or such respective holders.
211 3. Automatic Updates.
213 * Ubiquiti may, from time to time and at its sole option, provide
214 patches, bug fixes, corrections, updates, upgrades, support and
215 maintenance releases or other modifications to the Software,
216 including certain External Software, which items shall be deemed
217 part of the Software and External Software hereunder. YOU HEREBY
218 CONSENT TO ANY SUCH AUTOMATIC UPDATES. These may be automatically
219 installed without providing any additional notice to You or
220 receiving Your additional consent. If You do not consent, Your
221 remedy is to stop using the Software. Notwithstanding the
222 foregoing, Ubiquiti withholds the right to require You to install
223 any patches, bug fixes, corrections, updates, upgrades, support
224 and maintenance releases or other modifications in order to
225 access and use the Software.
227 4. Term and Termination. This EULA will remain in full force and effect
228 so long as You continue to access or use the Software, or until
229 terminated in accordance with this EULA. You may discontinue Your use
230 of and access to the Software at any time. Ubiquiti will automatically
231 terminate this EULA at any time without notice to you if you fail to
232 comply with any term of this EULA. You may terminate it at any time
233 upon written notice to Ubiquiti at legal@ubnt.com. Upon any such
234 termination, the licenses granted by this EULA will immediately
235 terminate and you agree to stop all access and use of the Product,
236 Software and documentation and destroy the Software and documentation,
237 together with all copies and merged portions in any form. The
238 provisions that by their nature continue and survive will survive any
239 termination of this EULA, including those set forth in this Sections
240 II(d), II(e) and Articles IV -IX.
241 5. WARRANTY DISCLAIMER
243 * Disclaimer of Warranties TO THE MAXIMUM EXTENT PERMITTED BY
244 APPLICABLE LAW, THE SOFTWARE IS LICENSED “AS-IS” AND “AS
245 AVAILABLE”, WITH ALL FAULTS. UBIQUITI DOES NOT MAKE ANY
246 WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS,
247 IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ANY SOFTWARE,
248 INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY,
249 ACCURACY, QUALITY OF SERVICE OR RESULTS, AVAILABILITY,
250 SATISFACTORY QUALITY, LACK OF VIRUSES, TITLE, FITNESS FOR A
251 PARTICULAR USE OR NON-INFRINGEMENT, TO THE EXTENT AUTHORIZED BY
252 LAW. ANY STATEMENTS OR REPRESENTATIONS ABOUT THE SOFTWARE AND ITS
253 FEATURES OR FUNCTIONALITY AND ANY COMMUNICATION WITH YOU IS FOR
254 INFORMATION PURPOSES ONLY, AND DOES NOT CONSTITUTE A WARRANTY OR
255 REPRESENTATION. WITHOUT LIMITING THE FOREGOING, UBIQUITI
256 EXPRESSLY DOES NOT WARRANT THAT THE CONTENT, OPERATION, OUTPUT OR
257 IMPLEMENTATION OF THE SOFTWARE WILL: (I) MEET YOUR REQUIREMENTS;
258 (II) BE UNINTERRUPTED, ERROR-FREE, ACCURATE, RELIABLE OR
259 COMPLETE; (III) BE COMPATIBLE WITH YOUR HOME NETWORK, COMPUTER OR
260 MOBILE DEVICE; (IV) OR THAT UBIQUITI OR ANY THIRD PARTY WILL
261 RESOLVE ANY PARTICULAR SUPPORT REQUEST OR FIX ANY ERRORS OR THAT
262 SUCH RESOLUTION WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. YOU
263 SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE
265 * Emergency Response; High Risk Activities.
267 * YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE, WHETHER
268 STANDING ALONE OR WHEN INTERFACED WITH PRODUCTS OR
269 THIRD-PARTY PRODUCTS OR SERVICES, ARE NOT CERTIFIED FOR
270 EMERGENCY RESPONSE, AND ARE NOT A THIRD-PARTY MONITORED
271 EMERGENCY NOTIFICATION SYSTEM. MOBILE OR OTHER NOTIFICATIONS
272 REGARDING THE STATUS OF THE SOFTWARE ARE NOT A SUBSTITUTE
273 FOR A THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM.
274 YOU AGREE THAT YOU WILL NOT RELY ON THE SOFTWARE FOR
275 EMERGENCY RESPONSE OR ANY OTHER LIFE SAFETY OR CRITICAL
277 * NEITHER THE SOFTWARE NOR ANY PRODUCT IS DESIGNED,
278 MANUFACTURED OR INTENDED FOR THE OPERATION OF NUCLEAR
279 FACILITIES, AIR TRAFFIC CONTROL, EMERGENCY RESPONSE,
280 EMERGENCY AND SAFETY SERVICES, HEALTHCARE FACILITIES,
281 HOSPITALS, LIFE SUPPORT SYSTEMS OR ANY MISSION CRITICAL
282 ENVIRONMENT, WHERE THE USE OR FAILURE OF THE SOFTWARE COULD
283 LEAD TO DEATH, PERSONAL INJURY OR ENVIRONMENTAL DAMAGE
284 (COLLECTIVELY, “HIGH RISK ACTIVITIES”). YOU AGREE THAT YOU
285 WILL NOT USE THE SOFTWARE FOR ANY HIGH RISK ACTIVITIES.
287 * Data Storage. Ubiquiti is not responsible or liable for the
288 deletion of or failure to store or process any information or
289 other content provided by You or transmitted in the course of
290 using the Software. You are solely responsible for securing and
291 backing up such submissions.
292 * Versions. You acknowledge and agree that the Software provided to
293 You under this EULA may be in “beta” or test form, or otherwise
294 not intended or completed for commercial use and may therefore
295 contain errors, bugs or similar unstable characteristics not
296 typical of commercially released items. Such characteristics may
297 negatively affect the operation of previously installed software
298 or equipment. You are advised to safeguard important data, to use
299 caution and not to rely in any way on the correct functioning or
300 performance of the software and accompanying materials. You
301 acknowledge that the Software may be provided to You from time to
302 time as a program participant solely for the purpose of providing
303 Ubiquiti with feedback on the Software and the identification of
306 6. LIMITATION OF LIABILITY
308 * UNDER NO CIRCUMSTANCES WILL UBIQUITI OR ITS SUPPLIERS OR THEIR
309 RESPECTIVE AFFILIATES, OFFICERS, EMPLOYEES, DIRECTORS,
310 SHAREHOLDERS, AGENTS OR LICENSORS BE LIABLE UNDER ANY THEORY OF
311 LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY OR OTHERWISE) FOR
312 ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DIRECT,
313 INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY
314 DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
315 MONEY, REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE
316 LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD
317 HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM
318 THIS EULA OR THE INSTALLATION, MAINTENANCE, PERFORMANCE, FAILURE
319 OR INTERRUPTION OR USE OF SOFTWARE, HOWEVER CAUSED AND ON ANY
320 THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE),
321 EVEN IF UBIQUITI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
322 DAMAGES. IF, NOTWITHSTANDING THESE TERMS, UBIQUITI OR ANY OF ITS
323 SUPPLIERS ARE FOUND TO BE LIABLE, THE LIABILITY OF UBIQUITI OR
324 ITS SUPPLIERS OR THEIR RESPECTIVE AFFILIATES, OFFICERS,
325 EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS OR LICENSORS TO YOU OR
326 TO ANY THIRD PARTY IS LIMITED TO ONE HUNDRED DOLLARS ($100). THIS
327 LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE
328 EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM.
329 * Exclusions and Limitations. Some jurisdictions do not allow the
330 exclusion of certain warranties or the limitation or exclusion of
331 liability for certain damages. Accordingly, some of the above
332 limitations and disclaimers may not apply to You. To the extent
333 that Ubiquiti may not, as a matter of applicable law, disclaim
334 any implied warranty or limit its liabilities, the scope and
335 duration of such warranty and the extent of Ubiquiti’s liability
336 will be the minimum permitted under such applicable law.
338 7. INDEMNIFICATION. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS
339 UBIQUITI AND ITS LICENSORS AND SUPPLIERS, AND THEIR RESPECTIVE
340 AFFILIATES, OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS OR
341 LICENSORS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES,
342 LOSSES, COSTS, EXPENSES AND FEES (INCLUDING REASONABLE ATTORNEYS’
343 FEES) THAT SUCH PARTIES MAY INCUR AS A RESULT OF OR ARISING FROM A
344 VIOLATION OF THIS EULA.
345 8. Export Restrictions.
347 * You acknowledge that the Software is of U.S. origin. You
348 represent and warrant that (i) You shall be solely responsible
349 for complying with all export laws and restrictions and
350 regulations, including United States export regulations, such as
351 restrictions of the Department of Commerce, the United States
352 Department of Treasury Office of Foreign Assets Control ("OFAC")
353 or other foreign agency or authority’s regulations ("Export
354 Laws"), and You shall not (ii) export, or allow the export or
355 re-export of, the Software in violation of any such restrictions,
356 laws or regulations, or available in any country in contravention
357 of any Export Laws, or any other law, nor (iii) make the Software
358 available in a country for which an export license or other
359 governmental approval is required without first obtaining all
360 necessary licenses or other approvals. You shall obtain and bear
361 all expenses relating to any necessary licenses and exemptions
362 with respect to the export from the U.S. of the Software to any
364 * You acknowledge that the U.S. government maintains embargoes and
365 sanctions against certain countries, currently including the
366 Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan and
367 Syria, which may be amended from time to time, including with
368 respect to listed countries; and that other countries may have
369 trade laws pertaining to import, use, export or distribution of
370 the Software. You acknowledge that, in each case, compliance with
371 the same is Your responsibility. You represent and warrant that
372 You are not a person or entity listed on any United States
373 Government list of prohibited or restricted parties.
377 * Governing Law; Jurisdiction. This EULA shall not be governed by
378 the 1980 U.N. Convention on Contracts for the International Sale
379 of Goods; rather, this EULA shall be governed by the laws of the
380 State of New York, including its Uniform Commercial Code, without
381 reference to conflicts of laws principles. Any action or
382 proceeding relating to this EULA must be brought in a federal or
383 state court located in New York and each party irrevocably
384 submits to the jurisdiction and venue of any such court in any
385 such claim or dispute, except that Ubiquiti may seek injunctive
386 relief in any court having jurisdiction to protect its
387 confidential information or intellectual property.
388 * Government Purposes. The Software was developed solely at private
389 expense and is a “commercial item” consisting of “commercial
390 computer software” and “commercial computer software
391 documentation” within the meaning of the applicable civilian and
392 military Federal acquisition regulations and any supplements
393 thereto, as amended from time to time. If the user of the
394 Software is an agency, department, employee or other entity of
395 the United States Government, consistent with 48 C.F.R.
396 227.7202-1 through 227.702-4 (JUNE 1995), the use, duplication,
397 reproduction, release, modification, disclosure and transfer of
398 the Software, including technical data or manuals, is governed by
399 the terms and conditions contained in this EULA.
400 * Severability. If any of the provisions, either in part or in
401 full, of this EULA is held by a court or other tribunal of
402 competent jurisdiction to be unenforceable or invalid, such
403 provision shall be enforced to the maximum extent possible or
404 permissible and this EULA will be interpreted so as to give
405 maximum effect to the original intent of the parties with respect
406 to the unenforceable provision, and the remaining portions of
407 this EULA shall remain in full force and effect.
408 * Assignment. You may not assign any of Your rights or obligations
409 under this EULA without Ubiquiti’s express written consent.
410 Ubiquiti may assign this EULA without Your consent provided that
411 such assignment is to an affiliated company forming part of the
412 Ubiquiti group of companies.
413 * Waiver. The waiver by either party of any default by the other
414 party shall not waive subsequent defaults by such other party of
415 the same or different kind. The failure of either party to
416 enforce the provisions hereof, at any time or for any period of
417 time, or the failure of either party to exercise any option
418 herein, shall not be construed as a waiver of such provision or
419 option and shall in no way affect that party’s right to enforce
420 such provisions or exercise such option.
421 * Third Party Beneficiary. Licensors and suppliers of Ubiquiti and
422 its affiliates are third party beneficiaries of this EULA, and
423 thus this EULA is directly enforceable by such licensors and
424 suppliers and their affiliates.
425 * Statute of Limitations. You agree that regardless of any statute
426 or law to the contrary, any claim or cause of action You may have
427 arising out of or related to use of the Software or this EULA
428 must be filed within one (1) year after such claim or cause of
429 action arose or be forever barred.
430 * Interpretation. As used herein, unless the context requires
431 otherwise, the word “or” is not exclusive and the words “will,”
432 “will not,” “shall,” and “shall not” are expressions of command
433 and not merely expressions of future intent or expectation.
434 Whenever the words “include,” “includes” or “including” are used
435 in this EULA, they shall be deemed to be followed by the words
436 “without limitation.” The section headings in this EULA are for
437 convenience only and have no legal or contractual effect.
443 https://www.ubnt.com/
445 https://www.ubnt.com/legal/termsofservice/
447 https://www.ubnt.com/support/warranty/
449 https://www.ubnt.com/legal/privacypolicy/
451 http://www.openssl.org/