Licensed Firmware End User License Agreement


You must read and agree to the terms of this licensed firmware user agreement (the “agreement”) before using, downloading or installing any of the licensed firmware to configure and use ubiquiti networks’ Products with radio frequency capabilities (the “Products”) beyond their standard radio frequency settings (the “Licensed Firmware”). By clicking “I agree”, you are agreeing to be bound by the terms and conditions of this agreement. If you do not agree with the terms and conditions of this agreement, you may not use, download or install the licensed firmware.

  1. License Grant Subject to your compliance at all times with the terms and restrictions set forth in this Agreement and the End User License Agreement (“EULA”), the terms of which are incorporated by reference into this Agreement, Ubiquiti grants you, under its rights in and to the Licensed Firmware, a worldwide, non-sublicensable, non-transferable, non-exclusive, revocable, limited license to enable and use the Licensed Firmware in object code form only, to configure and use the Products that you own or control beyond their standard radio frequency settings (the “Modified Products”). The term “you” or “your” as used in this Agreement, means any person or entity who accesses or uses the Licensed Firmware or the Modified Products and accepts the terms of this Licensed Firmware, including any individuals that you authorize or is authorized to use or access the Licensed Firmware or the Modified Products on your behalf, including any independent contractors or employees (“Authorized Users”). For the avoidance of doubt, where the term “you” or “your” is used in this EULA, it shall include any Authorized User, regardless of whether “Authorized User” is specifically stated. If applicable, you shall be responsible for any breaches by your Authorized Users of the terms of this Agreement.
  2. User Representations and Warranties. By using, downloading or installing the Licensed Firmware, you represent and warrant, on behalf of yourself and your Authorized Users, that:
    1. you have, or you are an Authorized User of a person or entity who has, received valid authorization from governmental authorities to configure and use the Modified Products in specified locations (the “Authorizations”). Ubiquiti has no duty to independently verify or inquire about the actual scope or validity of the Authorizations, and is entitled to rely entirely upon the representations that you explicitly make to us herein;
    2. you will use the Modified Products only as permitted by the Authorizations, and only so long as such Authorizations remain effective;
    3. you will not allow the export of any of the Modified Products into the United States, or to any other jurisdiction where the Authorizations do not apply, and you will prohibit the use of such Modified Products in any manner that can interfere with any communications equipment located in the United States or other jurisdiction where the Authorizations do not apply;
    4. you have and will maintain the technical capabilities and expertise to configure and use the Modified Products without requiring any additional support from us, and without impairing the performance of the Modified Products in a manner that may cause you or someone else to seek to return the Modified Products to us.
    5. you are either (i) the owner of the Modified Products or (ii) an Authorized User of the owner and, in either case, shall maintain exclusive control of the Modified Products.
    6. you have the full right and authority to enter into this Agreement, and if you are entering into this Agreement on behalf of an entity or individual, you represent and warrant that you have full legal authority to bind such entity or individual to the terms of this Agreement; and
    7. neither you, nor any of your affiliated persons or entities are (i) the target of any sanctions program that is established by Executive Order of the President or published by the Office of Foreign Assets Control, U.S. Department of the Treasury (“OFAC”); (ii) designated by the President or OFAC pursuant to the Trading with the Enemy Act, 50 U.S.C App. § 5, the international Emergency Economic Powers Act, 50 U.S.C. §§ 1701-1706, the Patriot Act, Public Law 107-56, Executive Order 13224 (September 23, 2001) or any Executive Order of the President issued pursuant to such statutes; or (iii) named on the following list that is published by OFAC: “List of Specially Designated Nationals and Blocked Persons.”
  3. No Representations and Warranties. All Licensed Firmware is provided on an “as is” basis without any representation or warranty whatsoever, whether express, implied or statutory, as to its performance, utility, or its affect upon Products. Ubiquiti is not responsible for impaired performance that may result from using the Licensed Firmware and you agree to assume all responsibility for its use thereof or reliance thereon. The limited product warranty (available here) does not cover any defects in material, workmanship or performance resulting, in Ubiquiti’s sole discretion, from the Licensed Firmware.
  4. Ownership. Ubiquiti retains all right, title, and interest in and to the Licensed Firmware, including without limitation the sole right to possess the Licensed Firmware. Nothing in this Agreement shall be construed as granting any license or conferring any rights under any of Ubiquiti’s patents, trademarks, copyrights, trade secrets, or other intellectual property or proprietary rights (or application for the same which are now or hereafter may be obtained by Ubiquiti), by license, implication, estoppel, or otherwise. You shall not reverse engineer, disassemble, or decompile any prototypes, software or tangible objects that embody or reflect Licensed Firmware.
  5. Cooperation. You agree to provide Ubiquiti such information, records or access to your premises as may be reasonably requested to confirm your compliance with this Agreement, and execute such further documents as may be reasonably requested by us in connection therewith.
  6. Indemnification. You shall indemnify, defend and hold harmless Ubiquiti and its affiliates, licensors and suppliers and their respective employees, officers, directors, shareholders, agents or licensors against any claim, liability, cost and/or expense (including, without limitation, attorneys' fees), damage or loss arising from your or your Authorized Users’ breach of this Agreement, the falsity of any representation made by you (including on behalf of your Authorized Users), or your or your Authorized Users’ violation of the Authorizations or applicable law, rule or regulation.
  7. Termination. Ubiquiti may terminate your permission to use the Licensed Firmware at any time upon (a) any termination, breach, modification or expiration of this Agreement or any Authorization, (b) violation of any applicable federal, state or local laws, rules, or regulations, (c) request or demand from the granting authority of the Authorization or other applicable governmental or regulatory authority, or (d) any attempt to breach or circumvent the requirements of this Agreement. Such permission shall be deemed immediately terminated upon occurrence of any of the foregoing. Upon termination of your this Agreement you will cease use of, and destroy, all Licensed Firmware received by you, including all copies thereof, and certify the same to us in writing. Governing Law and Jurisdiction.
  8. Governing Law and Jurisdiction. This Agreement states the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between the parties related hereto. This Agreement may not be amended except in a single writing signed by a duly authorized representative of each party. This Agreement and its interpretation will be governed by the laws of the State of New York, excluding any conflict of laws principles. All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be New York, New York, USA and the language of the arbitration shall be English. Notwithstanding the foregoing, Ubiquiti may apply to any court of competent jurisdiction for temporary or preliminary injunctive relief. The parties hereby irrevocably waive any objection to the forgoing forum on any basis, including without limitation, convenience. Provisions hereof that by their nature should survive the expiration or termination of this Agreement shall survive the expiration or termination hereof.