BY CLICKING OR SELECTING THE “I ACCEPT” BUTTON OR OTHERWISE REGISTERING OR USING THE SERVICES, YOU (“CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, INCLUDING ALL TERMS INCORPORATED BY REFERENCE HEREIN (COLLECTIVELY, THE “AGREEMENT”). IF YOU ARE USING THE SERVICES ON BEHALF OF A COMPANY OR LEGAL ENTITY, YOU ARE AGREEING TO THE TERMS OF THIS AGREEMENT FOR SUCH ENTITY AND YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU MUST NOT USE THE SERVICES.
THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS (SEE SECTION 15).
“Access Credentials” means any user name, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Services.
“Action” has the meaning set forth in Section 12.1.
“Affiliate” means, with respect to any Person, any other entity that controls, is controlled by, or is under common control with such Person; provided, for the avoidance of doubt, the Affiliates of Provider shall mean Ubiquiti Inc. and its subsidiaries.
“Agreement” has the meaning set forth in the preamble.
“Authorized User” means each of the individuals authorized by Customer to use the Services pursuant to Section 3.1 and the other terms and conditions of this Agreement.
“Beta Product” means any product that is designated by Provider or its Affiliates as beta, pilot, limited release, developer preview, non-production, evaluation or by a similar description.
“Confidential Information” has the meaning set forth in Section 9.1.
“Coverage Period” means, with respect to a Covered Product, the period begins when Customer purchases a subscription for the Services and ends on the expiration date of the applicable subscription.
“Covered Product” means an eligible Provider Product with an active subscription for the Services.
“Customer” has the meaning set forth in the preamble.
“Customer Data” means, other than Resultant Data, information, data and other content, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly from Customer or an Authorized User by or through the Services, including any Personal Information.
“Customer Failure” has the meaning set forth in Section 4.2.
“Customer Systems” has the meaning set forth in Section 6.1.
“Demand” has the meaning set forth in Section 15.2(c).
“Disclosing Party” has the meaning set forth in Section 9.1.
“Documentation” means any manuals, instructions or other documents or materials that the Provider or its Affiliates provides or makes available to Customer in any form or medium and which describe the functionality, components, features or requirements of the Services, Provider Products or Provider Materials, including any aspect of the installation, configuration, integration, operation, use, support or maintenance thereof.
“Effective Date” means the date that this Agreement is accepted by you as a representative of Customer.
“Fee Schedule” has the meaning set forth in Section 7.2.
“Feedback” has the meaning set forth in Section 8.4.
“Fees” has the meaning set forth in Section 7.1.
“Force Majeure Event” has the meaning set forth in Section 14.1.
“Harmful Code” means any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system or network or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data Processed thereby, or (b) prevent Customer or any Authorized User from accessing or using the Services or Provider Systems as intended by this Agreement. Harmful Code does not include any Provider Disabling Device.
“Indemnitee” has the meaning set forth in Section 12.2.
“Indemnitor” has the meaning set forth in Section 12.2.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.
“Losses” means any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
“Permitted Use” means any lawful use of the Services by an Authorized User for the benefit of Customer solely in or for Customer's internal business operations.
“Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association or other entity.
“Personal Information” means any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted or located.
“Process” means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information or other content. “Processing” and “Processed” have correlative meanings.
“Provider” means Ubiquiti Labs, LLC or another entity that Ubiquiti Labs, LLC may designate from time to time.
“Provider Disabling Device” means any software, hardware or other technology, device or means (including any back door, time bomb, time out, drop dead device, software routine or other disabling device) used by Provider or its designee to disable Customer's or any Authorized User's access to or use of the Services automatically with the passage of time or under the positive control of Provider or its designee.
“Provider Indemnitee” has the meaning set forth in Section 12.1.
“Provider Materials” means the Service Software, Documentation and Provider Systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by Provider, its Affiliates or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Provider Systems. For the avoidance of doubt, Provider Materials include Resultant Data and any information, data or other content derived from Provider's or its Affiliates’ monitoring of Customer's access to or use of the Services, but do not include Customer Data.
“Provider Personnel” means all individuals involved in the performance of Services as employees, agents or independent contractors of Provider, its Affiliates or any Subcontractor.
“Provider Products” means products manufactured by Provider or its Affiliates, which have not been declared End of Life, and purchased, directly or indirectly, by Customer, excluding all Beta Products.
“Provider Systems” means the information technology infrastructure used by or on behalf of Provider or its Affiliates in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Provider, its Affiliates or through the use of third-party services.
“Receiving Party” has the meaning set forth in Section 9.1.
“Representatives” means, with respect to a party, that party's and its Affiliates' employees, officers, directors, consultants, agents, independent contractors and legal advisors.
“Resultant Data” means information, data and other content that is derived by or through the Services from Processing Customer Data and is sufficiently different from such Customer Data that such Customer Data cannot be reverse engineered or otherwise identified from the inspection, analysis or further Processing of such information, data or content.
“Service Software” means the Provider software application or applications and any third-party or other software, and all new versions, updates, revisions, improvements and modifications of the foregoing, that Provider or its Affiliates provide remote access to and use of as part of the Services.
“Services” has the meaning set forth in Section 2.
“Service Description” means the description of the Service as published by Provider or its Affiliates, which may be updated by the Provider or its Affiliates from time to time.
“Subcontractor” has the meaning set forth in Section 2.4.
“Term” has the meaning set forth in Section 10.1.
“Third Party Materials” means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, equipment or components of or relating to the Services that are not developed by Provider or its Affiliates.
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