BY 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 MAY NOT USE THE SERVICES.
“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 Hosted Services.
“Action” has the meaning set forth in Section 13.1.
“Affiliate” means, with respect to any Person, any other entity that controls, is controlled by, or is under common control with such Person.
“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.
“Available” has the meaning set forth in Section 5.1.
“Beta Service” means any service or functionality that Provider may make available to Customer to try at Customer’s option that’s designated by Provider as beta, pilot, limited release, developer preview, non-production, evaluation or by a similar description.
“Confidential Information” has the meaning set forth in Section 10.1.
“Covered Product” has the meaning set forth in Section 12.3.
“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.
“Customer Failure” has the meaning set forth in Section 4.2.
“Customer Systems” has the meaning set forth in Section 7.2.
“Disclosing Party” has the meaning set forth in Section 10.1.
“Documentation” means any manuals, instructions or other documents or materials that the Provider provides or makes available to Customer in any form or medium and which describe the functionality, components, features or requirements of the Services or Provider Materials, including any aspect of the installation, configuration, integration, operation, use, support or maintenance thereof.
“Downtime” means a period of time when the Hosted Services aren’t Available to Customer, as confirmed by both Customer and Provider.
“Effective Date” means the first date that Customer registers for UniFi online services, whether the UniFi Elite and/or UniFi services.
“Exceptions” has the meaning set forth in Section 5.1.
“Fee Schedule” has the meaning set forth in Section 8.2.
“Feedback” has the meaning set forth in Section 9.4.
“Fees” has the meaning set forth in Section 8.1.
“Force Majeure Event” has the meaning set forth in Section 15.1.
“Hardware Warranty” has the meaning set forth in Section 12.3.
“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.
“Hosted Services” has the meaning set forth in Section 2.1.
“Indemnitee” has the meaning set forth in Section 13.2.
“Indemnitor” has the meaning set forth in Section 13.2.
“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. Personal Information includes all “nonpublic personal information” as defined under the Gramm-Leach-Bliley Act, “protected health information” as defined under the Health and Insurance Portability and Accountability Act of 1996, “Personal Data” as defined in the EU Data Protection Directive (Directive 95/46/EEC) or EU General Data Protection Regulation (Regulation EU 2016/679), “Personal Information” as defined under the Children's Online Privacy Protection Act of 1998, and all rules and regulations issued under any of the foregoing.
“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 Inc. or another entity that Ubiquiti Inc. 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 13.1.
“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 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 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 or any Subcontractor.
“Provider Products” means products manufactured by Provider and purchased, directly or indirectly, by Customer.
“Provider Systems” means the information technology infrastructure used by or on behalf of Provider in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Provider or through the use of third-party services.
“Receiving Party” has the meaning set forth in Section 10.1.
“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.
“Scheduled Downtime” has the meaning set forth in Section 5.3.
“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 provides remote access to and use of as part of the Services.
“Services” means, with respect to customers who register for UniFi Elite, the standard UniFi Elite Hosted Services and, with respect to Persons who register for UniFi, the standard UniFi Hosted Services.
“Subcontractor” has the meaning set forth in Section 2.5.
“Support Services” has the meaning set forth in Section 5.4 .
“Term” has the meaning set forth in Section 11.1.
“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 proprietary to Provider.
|Downtime lasts longer than 8 consecutive hours but less than or equal to 16 consecutive hours||3 days|
|Downtime lasts longer than 16 consecutive hours but less than or equal to 24 consecutive hours||7 days|
|Downtime lasts longer than 24 consecutive hours||15 days|
In the event of any loss, destruction, damage or corruption of Customer Data caused by the Provider Systems or Services, Provider will, as its sole obligation and liability and as Customer's sole remedy, use commercially reasonable efforts to restore the Customer Data from Provider's then most current backup of such Customer Data.