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
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 CLICKING
OR SELECTING THE “I ACCEPT” BUTTON OR OTHERWISE 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 MUST SELECT THE “I DO NOT ACCEPT” BUTTON AND 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.
- Overview, Eligibility
This EULA is a binding agreement between You and Ubiquiti Networks, Inc. (“Ubiquiti”).
Your use of (1) websites located at www.ui.com
ui.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 Terms of Service. Your
purchase of the Product (excluding the Software) is governed by the Limited
additional guidelines, terms, or rules on the Sites, including the Privacy
incorporated by reference into this EULA and You are agreeing to accept and abide by them by using the
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.
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
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
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 (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
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.
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 email@example.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.
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.
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
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.
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.
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
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
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
Copyright © July 2017 Ubiquiti Networks, Inc. All rights reserved.