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EULA
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This End User License Agreement ("Agreement") is a binding agreement between you ("End User" or "you")
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and Ookla, LLC ("Ookla"). This Agreement governs your use of the Speedtest Software,
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(including all related documentation, the "Software"). The Software is licensed, not sold, to you.
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Your use of this Software is subject to the Terms of Use and Privacy Policy at at these URLs:
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https://www.speedtest.net/about/terms and https://www.speedtest.net/about/privacy.
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BY INSTALLING THE SOFTWARE, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT;
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AND (B) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
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IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL THE SOFTWARE.
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IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY,
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YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS,
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IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.
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IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS OR CONDITIONS,
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YOU MAY NOT INSTALL OR USE THE SOFTWARE.
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1) Grant of License.
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Subject to the terms of this Agreement, Ookla grants you a limited, non-exclusive and non-transferable license
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to use the Software through a command line interface for your personal, non-commercial use on a single personal
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computer owned or otherwise controlled by you. The Software may contain open source software, subject to separate
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license terms made available with the Software or accompanying documentation.
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2) Restrictions On Use.
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You shall not:
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(a) copy the Software, except as expressly permitted herein;
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(b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software;
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(c) reverse engineer, disassemble, decompile, decode, or otherwise indirectly or directly attempt to derive or gain access to the source code of the Software or any part thereof;
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(d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Software, including any copy thereof;
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(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any third party for any reason, including by making the Software available on a network where it is capable of being accessed by more than one device at any time; or
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(f) install or use the Software on any router, modem, or other non-personal computer device.
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3) Ownership.
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You agree without reservation that Ookla, its affiliates or its licensors own and retain all right, title and interest
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in and to the Software and the accompanying documentation, including without limitation, all intellectual property rights therein,
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including all copies, improvements, enhancements, derivative works and modifications thereof.
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Your rights to use the Software are limited to those expressly granted by this Agreement and Ookla reserves all rights not expressly
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granted to you herein. The grant of license herein shall not be deemed to result in the sale, transfer or any other conveyance of Ookla's
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intellectual property of whatsoever nature held or used by Ookla to you. Ookla will retain all rights in and to Ookla's intellectual property,
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including without limitation Ookla’s trademarks, the Software and documentation. By providing Ookla any feedback or ideas, suggestions,
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recommendations, modifications or improvements of the Software or documentation ("Feedback"), you grant Ookla all right, title,
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interest and ownership, including all intellectual property rights therein, to such Feedback. Ookla is free to use and incorporate
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such Feedback in Ookla’s services or technology, without payment of royalties or other consideration to you or liability of any kind.
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4) Updates..
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Ookla may from time to time in its sole discretion develop and provide Software updates,
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which may include upgrades, bug fixes, patches, other error corrections, and/or new features
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(collectively, including related documentation, "Updates"). Updates may also modify or delete
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in their entirety certain features and functionality. You agree that Ookla has no obligation to
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provide any Updates or to continue to provide or enable any particular features or functionality.
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5) Term and Termination.
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The term of Agreement commences when you install the Software and will continue in effect until
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terminated by you or Ookla as set forth herein. You may terminate this Agreement by deleting the
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Software and all copies thereof in your possession or control. Ookla may terminate this Agreement
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at any time without notice if it ceases to support the Software, which Ookla may do in its sole discretion.
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In addition, Ookla may terminate this Agreement immediately without any notice if you violate any of the
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terms and conditions of this Agreement. Upon termination all rights granted to you under this Agreement shall
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terminate and you must cease all use of the Software and delete all copies of the Software in your possession
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or control. Termination will not limit any of Ookla’s rights or remedies at law or in equity.
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6) Disclaimer.
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OOKLA, ITS AFFILIATES, AND ITS LICENSORS PROVIDE THE SOFTWARE AND DOCUMENTATION "AS IS" AND TO THE
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MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED,
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STATUTORY, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION,
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INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
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TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE,
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USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, OOKLA PROVIDES NO WARRANTY OR UNDERTAKING,
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AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS,
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BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION,
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MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
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THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS. YOU MAY HAVE ADDITIONAL WARRANTY RIGHTS UNDER APPLICABLE
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LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. OOKLA DOES NOT SEEK TO LIMIT YOUR WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED
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BY APPLICABLE LAW.
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7) Limitation of Liability.
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To the fullest extent permitted by applicable law, in no event shall Ookla, its affiliates or its licensors be liable to you
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for any loss of profits, loss of use, loss or corruption of data, interruption of business, computer failure or malfunction,
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or any indirect, special, incidental, consequential, exemplary, or punitive damages arising from or related to this Agreement
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or your use or inability to use the Software or documentation. Ookla's entire liability and your exclusive remedy for any damages
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under this Agreement will be limited in any event to your direct and actual damages, not to exceed one hundred percent (100%) of
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the total compensation paid by you under this Agreement. The foregoing limitations will apply whether such damages arise out of
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breach of contract, tort (including negligence), or otherwise and regardless of whether such damages were foreseeable or Ookla
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was advised of the possibility of such damages.
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8) Export Regulation.
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The Software may be subject to export laws and regulations of the United States and other jurisdictions.
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You represent and warrant that: (i) you are not named on any U.S. government denied-party list;
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and (ii) the Software and documentation will not be downloaded or used in a U.S.-embargoed country or region
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or in violation of any U.S. export law or regulation.
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9) Severability.
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In the event that any court of competent jurisdiction determines that any provision of this Agreement is unreasonable
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or unenforceable for any reason, it is the intention of the parties that said provision be enforced to the fullest
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extent permitted by law, that the Agreement shall thereby be reformed, and that in any event the remaining provisions
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of this Agreement shall remain in full force and effect.
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10) Applicable Law; Venue.
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This Agreement shall be construed in accordance with and governed by the laws of the State of New York,
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without regard to its choice of law rules. The parties agree that the federal and state courts located in New York City,
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New York shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement.
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Each party hereby expressly consents to the jurisdiction of such courts with respect to any such dispute, waives any objection,
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whether on the grounds of venue, residence or domicile or on the ground that the proceeding has been brought in an inconvenient forum,
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and agrees that service of process in any such proceeding may be made by hand delivery or overnight courier with proof of delivery.
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In the event of any dispute arising out of or related to the Agreement, the substantially prevailing party shall be entitled to receive
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its reasonable attorneys’ fees and costs from the other party, in addition to any other relief to which the party is entitled.
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11) Waiver.
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No failure or delay by either party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof.
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The waiver by one party of any breach or series of breaches of any provision of this Agreement by the other party will not
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operate or be construed as a waiver of any subsequent breach by that party of that or any other provision of this Agreement.
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12) Complete Agreement.
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This Agreement, the Terms of Use and Privacy Policy constitute the entire agreement between the parties with respect to the Software,
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and supersede any and all prior or contemporaneous communications, representations, proposals, agreements, and understandings between the parties.
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