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End User License Agreement
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OUR EULA WAS UPDATED ON JULY 17, 2017
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This End User License Agreement (this “EULA”) governs Your access and use
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of the software (“Software”) that is embedded on any Ubiquiti Networks,
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Inc. product (“Product”).
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The term “You,” “Your,” “you” or “your” as used in this EULA, means any
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person or entity who accesses or uses the Software and accepts the terms
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of this EULA, including any individuals that You authorize to use or
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access the Software, including Your independent contractors or employees
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(“Authorized Users”). For the avoidance of doubt, where the term “You,”
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“Your,” “you” or “your” is used in this EULA, it shall include any
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Authorized User, regardless of whether “Authorized User” is specifically
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stated.
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FOR IMPORTANT DISCLAIMERS OF WARRANTY AND WARNINGS CONCERNING USAGE, SEE
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SECTION V.
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YOU MUST READ AND AGREE TO THE TERMS OF THIS EULA BEFORE USING,
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DOWNLOADING OR INSTALLING ANY SOFTWARE. BY USING, DOWNLOADING OR
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INSTALLING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND
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CONDITIONS OF THIS EULA. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS
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OF THIS EULA, YOU MAY NOT USE, DOWNLOAD OR INSTALL THE SOFTWARE.
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THE SOFTWARE MAY BE SUBJECT TO AUTOMATIC SOFTWARE UPDATES, AS DESCRIBED
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FURTHER IN SECTION III, AND YOU ALSO HEREBY CONSENT TO SUCH UPDATES. If
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You do not agree to such updates, You are not permitted to, and You must
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not, download, install, access or use the Software.
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Ubiquiti may, in its sole and absolute discretion, change the terms of
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this EULA from time to time, as indicated by the date at the end of this
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EULA. If You object to any such change, Your sole recourse will be to
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cease using the Software. Continued use of the Software following any such
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change will indicate Your acknowledgement of such change and agreement to
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be bound by the new terms and conditions.
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1. Overview, Eligibility
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* This EULA is a binding agreement between You and Ubiquiti
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Networks, Inc. (“Ubiquiti”).
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* Your use of (1) websites located at [1]www.ubnt.com and ubnt.com
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sub-domains and any other websites hosted by Ubiquiti or its
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affiliates, (2) services accessible or downloadable through the
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Sites, (3) software that may be downloaded to Your smartphone or
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tablet to access services and (4) subscription services,
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including services that can be accessed using the Web Apps and
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Mobile Apps is governed by the [2]Terms of Service. Your
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purchase of the Product (excluding the Software) is governed by
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the [3]Limited Warranty. All additional guidelines, terms, or
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rules on the Sites, including the [4]Privacy Policy, are
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incorporated by reference into this EULA and You are agreeing to
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accept and abide by them by using the Software.
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* Subject to Section (I)(d), You may access and use the Software
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only if You can form a binding contract with Ubiquiti and only if
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You are in compliance with the terms of this EULA and all
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applicable laws and regulations. If You are accepting the terms
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of this EULA on behalf of an entity or individual, You represent
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and warrant that You have full legal authority to bind such
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entity or individual to this EULA. You are fully responsible for
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any Authorized User’s compliance with this EULA.
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* If You are an Authorized User, You represent and warrant that You
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are over the age of 13 (or equivalent minimum age in the
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jurisdiction where You reside or access or use the Software), and
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in the event You are between the age of 13 (or equivalent minimum
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age in the jurisdiction where you reside or access or use the
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Software) and the age of majority in the jurisdiction where You
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reside or access or use the Software, that You will only use the
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Software under the supervision of a parent or legal guardian who
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agrees to be bound by this EULA. Any use or access to the
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Software by individuals under the age of 13 (or equivalent
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minimum age in the jurisdiction where you reside or access or use
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the Services) is strictly prohibited and a violation of this
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EULA.
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2. License.
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* License Grant. Subject to Your compliance at all times with the
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terms and restrictions set forth in this EULA, Ubiquiti grants
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You, under its rights in and to the Software, a worldwide,
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non-sublicensable, non-transferable, non-exclusive, revocable,
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limited license to download and use the Software in object code
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form only, solely in connection with the Product that You own or
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control.
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* Limitations on Use.
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* The Software, its contents, features and functionality
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(including, without limitation, all user interfaces,
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information, software, code, text, graphics, images, video
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and audio, and the design, selection and arrangement
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thereof) (collectively, the “Content”) are protected by
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United States and international copyright, trademark,
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patent, trade secret and other intellectual property or
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proprietary rights laws.
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* You shall not directly or indirectly do any of the
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following:
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* use the Software on any device other than a Product
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that is owned or controlled by You or Your business
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organization;
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* sell, offer for sale, lease, license, sublicense or
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distribute the Software or any Content in any form
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without the prior written consent of Ubiquiti;
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* copy, reproduce, broadcast, transmit, republish,
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distribute, modify, prepare derivative works of,
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perform, publicly perform or display the Software or
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any Content in any way without the prior written
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consent of Ubiquiti and its applicable licensors;
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* remove or alter any copyright, trademark or other
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proprietary rights notices from the Software or
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Content, or use them in contravention of any such
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applicable notices;
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* reverse engineer, decompile, translate, disassemble or
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otherwise attempt to (i) derive the source code or the
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underlying ideas, algorithms, structure or organization
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of any Software (except that the foregoing limitation
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does not apply to the extent that such activities may
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not be prohibited under applicable law); or (ii)
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defeat, avoid, bypass, remove, deactivate, or otherwise
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circumvent any software protection mechanisms in the
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Software, including, without limitation, any such
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mechanism used to restrict or control the functionality
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of the Software;
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* use the Software in violation of any third-party rights
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or any local, state, national or international law or
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regulation, including, without limitation, any local
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country regulations related to operation within legal
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frequency channels, output power and Dynamic Frequency
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Selection (DFS) requirements;
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* violate any accompanying user or technical manuals,
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training materials, specifications or other
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documentation pertaining to any Software, where in
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digital or printed format;
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* engage in any High Risk Activities (as defined in
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Section (V)(b)(ii));
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* release the results of any performance or functional
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evaluation of any of the Software to any third party
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without prior written approval of Ubiquiti for each
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such release; or
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* create a substantially similar software to the
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Software, or any component thereof.
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* You are responsible for obtaining, properly installing and
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maintaining the Software and any other services or products
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needed for access to and use of the Software, and for paying
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all charges related thereto.
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* Third Party Software.
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* Certain software included in, distributed with or downloaded
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in connection with the Software may comprise third party
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proprietary software products that are subject to separate
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license terms (“Third Party Software”). All such Third Party
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Software may include software or software components that
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are derived, in whole or in part, from software that is
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distributed as free software, open source software or under
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similar licensing or distribution models (“Open Source
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Software,” together with Third Party Software, “External
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Software”).
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* Your use of External Software is subject in all cases to the
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applicable licenses from the External Software provider,
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which shall take precedence over the rights and restrictions
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granted in this EULA solely with respect to such External
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Software. You shall comply with the terms of all applicable
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Third Party Software and Open Source Software licenses, if
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any. Copyrights to Open Source Software are held by their
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respective copyright holders indicated in the copyright
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notices in the corresponding source files. The Software may
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include software developed by the OpenSSL Project for use in
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the OpenSSL Toolkit ([5]http://www.openssl.org/).
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* FOR THE AVOIDANCE OF DOUBT, UBIQUITI PROVIDES NO
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REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
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STATUTORY, WITH RESPECT TO SUCH EXTERNAL SOFTWARE, INCLUDING
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WITH RESPECT TO FUNCTIONALITY OF SUCH EXTERNAL SOFTWARE.
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Ubiquiti does not provide any warranty, maintenance,
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technical or other support for any External Software.
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Accordingly, Ubiquiti is not responsible for Your use of any
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External Software or any personal injury, death, property
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damage (including, without limitation, to Your home), or
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other harm or losses arising from or relating to Your use of
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any External Software.
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* Intellectual Property Ownership; Trade Secrets. All copyrights,
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trade secrets, patents, trademarks, trade secrets and other
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intellectual property and proprietary rights in any jurisdiction
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worldwide (collectively, “Intellectual Property Rights”) in and
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to the Software and the Content are the sole property of Ubiquiti
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or its licensors. You do not have or receive any title or
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interest in or to the Software, the Content, or the Intellectual
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Property Rights contained therein through Your use of the
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Software or otherwise. Except as expressly granted to You under
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the limited license set forth in Section II(a) of this EULA,
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Ubiquiti does not grant any express or implied right to You under
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any of its Intellectual Property Rights. You further acknowledge
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and agree that the Software contains the valuable trade secrets
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and proprietary information of Ubiquiti and its affiliates. You
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agree to hold such trade secrets and proprietary information in
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confidence and You acknowledge that any actual or threatened
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breach of this obligation will constitute immediate, irreparable
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harm for which monetary damages would be an inadequate remedy,
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and that injunctive relief is an appropriate remedy for such
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breach.
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* Trademarks. All trademarks, service marks, trade names and logos
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and the goodwill associated therewith (“Marks”) included or
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displayed in the Software or Content are the exclusive property
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of Ubiquiti or their respective holders. You are not permitted to
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use any of the Marks without the applicable prior written consent
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of Ubiquiti or such respective holders.
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3. Automatic Updates.
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* Ubiquiti may, from time to time and at its sole option, provide
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patches, bug fixes, corrections, updates, upgrades, support and
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maintenance releases or other modifications to the Software,
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including certain External Software, which items shall be deemed
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part of the Software and External Software hereunder. YOU HEREBY
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CONSENT TO ANY SUCH AUTOMATIC UPDATES. These may be automatically
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installed without providing any additional notice to You or
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receiving Your additional consent. If You do not consent, Your
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remedy is to stop using the Software. Notwithstanding the
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foregoing, Ubiquiti withholds the right to require You to install
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any patches, bug fixes, corrections, updates, upgrades, support
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and maintenance releases or other modifications in order to
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access and use the Software.
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4. Term and Termination. This EULA will remain in full force and effect
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so long as You continue to access or use the Software, or until
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terminated in accordance with this EULA. You may discontinue Your use
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of and access to the Software at any time. Ubiquiti will automatically
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terminate this EULA at any time without notice to you if you fail to
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comply with any term of this EULA. You may terminate it at any time
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upon written notice to Ubiquiti at legal@ubnt.com. Upon any such
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termination, the licenses granted by this EULA will immediately
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terminate and you agree to stop all access and use of the Product,
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Software and documentation and destroy the Software and documentation,
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together with all copies and merged portions in any form. The
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provisions that by their nature continue and survive will survive any
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termination of this EULA, including those set forth in this Sections
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II(d), II(e) and Articles IV -IX.
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5. WARRANTY DISCLAIMER
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* Disclaimer of Warranties TO THE MAXIMUM EXTENT PERMITTED BY
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APPLICABLE LAW, THE SOFTWARE IS LICENSED “AS-IS” AND “AS
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AVAILABLE”, WITH ALL FAULTS. UBIQUITI DOES NOT MAKE ANY
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WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS,
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IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ANY SOFTWARE,
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INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY,
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ACCURACY, QUALITY OF SERVICE OR RESULTS, AVAILABILITY,
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SATISFACTORY QUALITY, LACK OF VIRUSES, TITLE, FITNESS FOR A
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PARTICULAR USE OR NON-INFRINGEMENT, TO THE EXTENT AUTHORIZED BY
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LAW. ANY STATEMENTS OR REPRESENTATIONS ABOUT THE SOFTWARE AND ITS
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FEATURES OR FUNCTIONALITY AND ANY COMMUNICATION WITH YOU IS FOR
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INFORMATION PURPOSES ONLY, AND DOES NOT CONSTITUTE A WARRANTY OR
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REPRESENTATION. WITHOUT LIMITING THE FOREGOING, UBIQUITI
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EXPRESSLY DOES NOT WARRANT THAT THE CONTENT, OPERATION, OUTPUT OR
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IMPLEMENTATION OF THE SOFTWARE WILL: (I) MEET YOUR REQUIREMENTS;
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(II) BE UNINTERRUPTED, ERROR-FREE, ACCURATE, RELIABLE OR
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COMPLETE; (III) BE COMPATIBLE WITH YOUR HOME NETWORK, COMPUTER OR
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MOBILE DEVICE; (IV) OR THAT UBIQUITI OR ANY THIRD PARTY WILL
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RESOLVE ANY PARTICULAR SUPPORT REQUEST OR FIX ANY ERRORS OR THAT
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SUCH RESOLUTION WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. YOU
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SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE
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OF THE SOFTWARE.
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* Emergency Response; High Risk Activities.
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* YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE, WHETHER
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STANDING ALONE OR WHEN INTERFACED WITH PRODUCTS OR
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THIRD-PARTY PRODUCTS OR SERVICES, ARE NOT CERTIFIED FOR
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EMERGENCY RESPONSE, AND ARE NOT A THIRD-PARTY MONITORED
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EMERGENCY NOTIFICATION SYSTEM. MOBILE OR OTHER NOTIFICATIONS
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REGARDING THE STATUS OF THE SOFTWARE ARE NOT A SUBSTITUTE
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FOR A THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM.
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YOU AGREE THAT YOU WILL NOT RELY ON THE SOFTWARE FOR
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EMERGENCY RESPONSE OR ANY OTHER LIFE SAFETY OR CRITICAL
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PURPOSES.
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* NEITHER THE SOFTWARE NOR ANY PRODUCT IS DESIGNED,
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MANUFACTURED OR INTENDED FOR THE OPERATION OF NUCLEAR
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FACILITIES, AIR TRAFFIC CONTROL, EMERGENCY RESPONSE,
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EMERGENCY AND SAFETY SERVICES, HEALTHCARE FACILITIES,
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HOSPITALS, LIFE SUPPORT SYSTEMS OR ANY MISSION CRITICAL
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ENVIRONMENT, WHERE THE USE OR FAILURE OF THE SOFTWARE COULD
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LEAD TO DEATH, PERSONAL INJURY OR ENVIRONMENTAL DAMAGE
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(COLLECTIVELY, “HIGH RISK ACTIVITIES”). YOU AGREE THAT YOU
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WILL NOT USE THE SOFTWARE FOR ANY HIGH RISK ACTIVITIES.
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* Data Storage. Ubiquiti is not responsible or liable for the
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deletion of or failure to store or process any information or
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other content provided by You or transmitted in the course of
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using the Software. You are solely responsible for securing and
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backing up such submissions.
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* Versions. You acknowledge and agree that the Software provided to
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You under this EULA may be in “beta” or test form, or otherwise
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not intended or completed for commercial use and may therefore
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contain errors, bugs or similar unstable characteristics not
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typical of commercially released items. Such characteristics may
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negatively affect the operation of previously installed software
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or equipment. You are advised to safeguard important data, to use
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caution and not to rely in any way on the correct functioning or
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performance of the software and accompanying materials. You
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acknowledge that the Software may be provided to You from time to
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time as a program participant solely for the purpose of providing
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Ubiquiti with feedback on the Software and the identification of
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defects.
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6. LIMITATION OF LIABILITY
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* UNDER NO CIRCUMSTANCES WILL UBIQUITI OR ITS SUPPLIERS OR THEIR
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RESPECTIVE AFFILIATES, OFFICERS, EMPLOYEES, DIRECTORS,
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SHAREHOLDERS, AGENTS OR LICENSORS BE LIABLE UNDER ANY THEORY OF
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LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY OR OTHERWISE) FOR
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ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DIRECT,
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INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY
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DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
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MONEY, REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE
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LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD
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HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM
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THIS EULA OR THE INSTALLATION, MAINTENANCE, PERFORMANCE, FAILURE
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OR INTERRUPTION OR USE OF SOFTWARE, HOWEVER CAUSED AND ON ANY
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THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE),
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EVEN IF UBIQUITI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
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DAMAGES. IF, NOTWITHSTANDING THESE TERMS, UBIQUITI OR ANY OF ITS
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SUPPLIERS ARE FOUND TO BE LIABLE, THE LIABILITY OF UBIQUITI OR
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ITS SUPPLIERS OR THEIR RESPECTIVE AFFILIATES, OFFICERS,
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EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS OR LICENSORS TO YOU OR
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TO ANY THIRD PARTY IS LIMITED TO ONE HUNDRED DOLLARS ($100). THIS
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LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE
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EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM.
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* Exclusions and Limitations. Some jurisdictions do not allow the
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exclusion of certain warranties or the limitation or exclusion of
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liability for certain damages. Accordingly, some of the above
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limitations and disclaimers may not apply to You. To the extent
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that Ubiquiti may not, as a matter of applicable law, disclaim
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any implied warranty or limit its liabilities, the scope and
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duration of such warranty and the extent of Ubiquiti’s liability
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will be the minimum permitted under such applicable law.
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7. INDEMNIFICATION. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS
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UBIQUITI AND ITS LICENSORS AND SUPPLIERS, AND THEIR RESPECTIVE
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AFFILIATES, OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS OR
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LICENSORS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES,
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LOSSES, COSTS, EXPENSES AND FEES (INCLUDING REASONABLE ATTORNEYS’
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FEES) THAT SUCH PARTIES MAY INCUR AS A RESULT OF OR ARISING FROM A
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VIOLATION OF THIS EULA.
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8. Export Restrictions.
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* You acknowledge that the Software is of U.S. origin. You
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represent and warrant that (i) You shall be solely responsible
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for complying with all export laws and restrictions and
|
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|
regulations, including United States export regulations, such as
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restrictions of the Department of Commerce, the United States
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Department of Treasury Office of Foreign Assets Control ("OFAC")
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or other foreign agency or authority’s regulations ("Export
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Laws"), and You shall not (ii) export, or allow the export or
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re-export of, the Software in violation of any such restrictions,
|
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|
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
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|
|
sanctions against certain countries, currently including the
|
|
|
Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan and
|
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|
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.
|
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|
|
|
|
9. Miscellaneous.
|
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|
|
|
|
* 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 companies.
|
|
|
* 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 barred.
|
|
|
* 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 contractual effect.
|
|
|
|
|
|
References
|
|
|
|
|
|
Visible links
|
|
|
1. www.ubnt.com
|
|
|
https://www.ubnt.com/
|
|
|
2. Terms of Service
|
|
|
https://www.ubnt.com/legal/termsofservice/
|
|
|
3. Limited Warranty
|
|
|
https://www.ubnt.com/support/warranty/
|
|
|
4. Privacy Policy
|
|
|
https://www.ubnt.com/legal/privacypolicy/
|
|
|
5. www.openssl.org
|
|
|
http://www.openssl.org/
|
