• “Affiliate” of a party means any entity that directly or indirectly controls, is controlled by, or is under common control with such party. For these purposes, “control” means ownership of more than fifty percent (50%) of the outstanding voting stock or other equity interests in a person or entity or the power to otherwise direct the affairs of a person or entity. Affiliates of Ubiquiti shall mean Ubiquiti Inc. and its subsidiaries.
• “Authorized Users” means the individuals authorized by Customer to use the Benefits and the Services.
• “Benefits” means the benefits and perquisites for the participants of the Program that are announced by Ubiquiti from time to time.
• “Customer System” means the information technology infrastructure, including computers, software, database, electronic systems and networks, whether operated directly by Customer or through a third party.
• “Domains” means any domain name, web address, website or social media account or handle that incorporates or is confusingly similar to the Marks or that could reasonably be attributable to Ubiquiti or its Affiliates.
• “Fees” has the meaning described in Section 3 below.
• “Feedback” means any suggestion, comments or feedback relating to the Products and Services.
• “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 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 thereby.
• “Marks” means Ubiquiti, UniFi, the Ubiquiti “U” logo and any Ubiquiti product name, trademark, service mark or logo, in each case whether registered or unregistered.
• “Party” refers to either Ubiquiti or Customer.
• “Permitted Use” means the internal business of Customer relating to the installation, management and maintenance of the Products.
• “Product” means the Ubiquiti hardware, software and service offerings that are eligible to receive the Services and that are associated with Customer’s subscription for the Program. The list of eligible hardware, software and service offerings will be described by separate documentation or on Ubiquiti’s website, which is subject to change at Ubiquiti’s sole discretion.
• “Services” means the support services and the other services included in the Program from time to time. The details, requirements, availability and other limitations of the Services will be described by separate documentation or on Ubiquiti’s website, which may be subject to change at Ubiquiti’s sole discretion.
• “Territory” means the countries and regions set forth in the separate documentation for the Program or on Ubiquiti’s official website.
• “Ubiquiti” means Ubiquiti Inc. or another entity designated by Ubiquiti Inc.
• “Usage Data” means certain data and information collected by Ubiquiti from Customer relating to the Products and the Customer System in connection with the Services, including but not limited to, performance data, configuration data, device parameters, device logs, and other data captured by the Products.

• Subject to and conditioned on the Customer’s payment of the Fees and compliance and performance in accordance with the terms and conditions hereof, Ubiquiti shall use its commercially reasonable efforts to provide Customer the Benefits and the Services in the Territory and solely for the Permitted Use. This authorization is non- exclusive, non-transferrable and non-sublicensable.
• Customer agrees and acknowledges that (i) the Services are provided solely for the Products, (ii) additional terms and conditions relating to the Services, including but not limited to the Territory, availability, and other limitations and requirements, are set forth in additional documentations of such Services or on Ubiquiti’s website, which may be subject to change at Ubiquiti’s sole discretion, (iii) if Ubiquiti elects to provide any product and sales training as part of the Services, the frequency, content, format, duration, timing and location (whether live, recorded, virtual or in person) of such training shall be determined by Ubiquiti in its sole discretion and (iv) the Services are only available in the English language and are not available in jurisdictions where any non-English language is required by law, including but not limited to the Quebec province of Canada.
• Customer shall designate the list of Authorized Users to Ubiquiti in accordance with Ubiquiti’s procedures. The Customer shall be solely responsible for updating and maintaining the list of Authorized Users. Customer represents and warrants that the Authorized Users have the full authority to act on behalf of Customer, and Customer shall be solely responsible for their actions and omissions. Customer covenants that all Authorized Users have been informed of the terms and conditions of this Agreement and are bound by written obligations to comply with the terms and conditions of this Agreement.
• Customer agrees that Ubiquiti has the sole right and discretion to modify, suspend, and terminate the Program at any time and for any reason, effective immediately upon notifying the Customer.

• Customer shall pay the fees for the Program (“Fee”) in accordance with the fee schedule provided by Ubiquiti or listed on Ubiquiti’s website. Ubiquiti may adjust the fee schedule from time to time in its sole discretion. Ubiquiti shall use its commercially reasonable efforts to notify Customer in advance of any price change. All payments by Customer are final and non-refundable.
• All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Ubiquiti’s income.
• Any late payment of the Fees shall be subject to a late payment fee calculated at the rate of one percent (1%) per month or the maximum amount allowable by law, whichever is less, unless agreed otherwise.

• Customer will be fully responsible for the Authorized Users’ compliance with this Agreement and any breach of this Agreement by an Authorized User shall be deemed to be a breach by Customer.
• Customer represents and warrants that (i) Customer has the full power and authority to enter into this Agreement, (ii) the compliance of the provisions of this Agreement by Customer does not conflict with or result in a violation or breach of any applicable laws or any contract, and (iii) Customer has obtained all necessary third party authorizations to comply with this Agreement, and Customer’s compliance of this Agreement does not require the consent, notices or other action by any third party (collectively, “Customer Representations”). Customer agrees and acknowledges that the Benefits and Services are provided based on Ubiquiti’s belief that the Customer Representations are true and accurate. Customer shall promptly inform Ubiquiti if the Customer Representations cease to be true.
• Customer has and will retain sole responsibility for (a) Customer System and the Products; (b) the list of the Authorized Users; and (c) actions and omissions by its Authorized Users. Customer acknowledges and agrees that under no circumstances will Ubiquiti be liable for any loss resulting from following the requests and instructions from the Authorized Users.
• Customer shall, and shall cause Authorized Users to, grant Ubiquiti full and free access (whether physical access or remote electronic access) to the Products and the Customer System as reasonably requested by Ubiquiti. Customer agrees and acknowledges that Customer has and will retain control and sole responsibility over the operation, maintenance and management of the Products and the Customer System. Customer acknowledges and agrees that under no circumstances will Ubiquiti be liable for any loss due to such access to the Products and the Customer System.
• Customer agrees to provide to Ubiquiti, its Affiliates and their service providers, and consents to the collection, processing, storage and use by Ubiquiti, its Affiliates and their service providers of the Usage Data. Customer grants to Ubiquiti and its Affiliates a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid up, transferrable, sub-licensable, unrestricted right and license under all intellectual property and other rights to use the Usage Data in any manner, including but not limited to improving, maintaining, repairing, and developing any Ubiquiti product or service. The Parties agree that such license shall survive the termination or expiration of this Agreement.
• Customer authorizes Ubiquiti to implement any updates, bug fixes or upgrades (the “Updates”) that Ubiquiti may deem appropriate to be made to the Products and/or the Customer System and, upon Ubiquiti’s request, Customer shall use Customer’s reasonable best efforts to coordinate with Ubiquiti to schedule system downtime for such Updates. Customer understands that these Updates may be incompatible with the Customer System and could include substantial changes to the Customer System and its operating procedures. Customer acknowledges and agrees it is responsible for creating backups prior to implementing the Updates and that under no circumstances will Ubiquiti be liable for any loss due to such Updates.
• Without Ubiquiti’s express written consent, Customer shall not, and shall not permit any Authorized User or any third party to: (a) copy, modify or create derivative works or improvements of the Products; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services to any third party, including on or in connection with any time-sharing, service bureau, software as a service, cloud or other technology or service; (c) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Products; (d) bypass or breach any security device or protection used by the Products; (e) access the Program or use the Benefits or the Services other than by an Authorized User; (f) upload, transmit or otherwise provide to Ubiquiti any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code; (g) access the Program or use the Benefits, Services or the Products in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property rights or proprietary rights, or that violates any applicable law; (h) access or use the Services or Products for purposes of competitive analysis, the development, provision or use of a competing software or product or any other purpose that is to Ubiquiti’s detriment or commercial disadvantage; (i) access the Program or use the Benefits, Services or Products in association with the design, construction, maintenance, operation of any hazardous environments, systems or applications, any safety response systems or other safety- critical applications, or any other use or application in which the use or failure of the Services could lead to personal injury or severe physical or property damage.
• Customer agrees that Ubiquiti is the exclusive owner of all right, title and interest in the Marks and all rights therein. Customer shall take no action inconsistent with Ubiquiti’s ownership and rights to the Assets. Customer shall not:
  • apply for registration of or otherwise register any of the Marks, or any trademark that incorporates or is confusingly similar to any of the Marks, in any jurisdiction in the world, and shall not seek assignment of any registrations for any of the foregoing in any jurisdiction in the world;
  • oppose or object to Ubiquiti’s or its Affiliates’ ownership, registration or use of the Marks in any jurisdiction in the world;
  • apply for registration of, register or otherwise seek assignment of any Domains in any jurisdiction in the world;
  • modify, combine, alter or create derivative works based on the Marks;
  • use the Marks with objectionable material (for example, material that is defamatory, scandalous, pornographic or illegal);
  • use the Marks to disparage or harm the reputation of Ubiquiti or any of its directors, employees, distributors or resellers;
  • use the Marks to imply or suggest any affiliation between Customer, on the one hand, and Ubiquiti and its Affiliates, on the other hand that is inconsistent with the relationship contemplated by this Agreement; or
  • use any of the Marks, or any trademark, logo or designation confusingly similar to any of the Marks: (i) in a manner that is likely to dilute, defame, disparage or harm the reputation of Ubiquiti; (ii) as part of Customer’s name or logo, whether for its company, product, service, solution, technology or program; (iii) or in connection, or to suggest association, with any hardware, software, or service offering that is not a genuine Product.
• If Customer uses any Marks in connection with the Permitted Use, Customer shall comply with the Brand Usage Guidelines attached as Exhibit A.

Customer and the Authorized Users may from time to time provide Feedback to Ubiquiti and Customer agrees that all Feedback is and shall be given entirely voluntarily. To the extent Customer provides any Feedback to Ubiquiti, Customer hereby assigns to Ubiquiti all right, title and interest to such Feedback, including all intellectual property and other proprietary rights therein. To the extent the foregoing assignment is ineffective, Customer hereby grants to Ubiquiti (without obligation or compensation to Customer, or restriction of any kind) a worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid-up license to use, disclose, reproduce, license or otherwise distribute and exploit Feedback in Ubiquiti’s sole discretion, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. Customer shall not give Feedback that is subject to license terms that seek to require any Ubiquiti product, technology, service or documentation incorporating or derived from Feedback, or any Ubiquiti intellectual property, to be licensed or otherwise shared with any third party. For the avoidance of doubt, Customer agrees and acknowledges that the incorporation by Ubiquiti of any Feedback into any Ubiquiti products and/or services does not grant Customer any proprietary rights in or to any such products and/or services. Ubiquiti, in its sole discretion, may or may not respond to Customer’s Feedback or promise to address all of Customer’s Feedback in the development of future features or functionalities of the Products or any related or subsequent versions of such Products. Customer warrants that the Feedback does not infringe any intellectual property or trade secret of any third party.

Customer acknowledges and agrees that any technical and business information disclosed by Ubiquiti, any information related to the Program, the terms of this Agreement, and any other information disclosed in connection with this Agreement (collectively, “Confidential Information”) constitute the confidential and proprietary information of Ubiquiti, and that Customer's protection thereof is an essential condition to its use and possession of the Confidential Information. Customer shall, and shall cause the Authorized Users to, retain all Confidential Information in strict confidence and not disclose it to any third party or use it in any way except as permitted by this Agreement. Customer will exercise at least the same amount of diligence in preserving the secrecy of the Confidential Information as it uses in preserving the secrecy of its own confidential information, but in no event less than reasonable diligence. The prohibitions contained in this Section preclude dissemination of Confidential Information to third parties other than Customer’s Authorized Users.

• THE BENEFITS AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND UBIQUITI DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Without limiting the generality of the foregoing, Ubiquiti makes no representation or warranty: (i) that the Benefits and the Services will function as intended, will be available or will be uninterrupted, secure or omission-free or error-free; (ii) as to the quality, accuracy, completeness and validity of any information or materials Customer receives in connection with the Benefits and the Services; (iii) that the use of the Benefits and the Services will meet Customer’s requirements; or (iv) that data collected, stored or processed through the Services will be available, secure or omission-free or error-free. Neither Customer nor any other person is authorized to make any warranty or assume any obligation or liability on Ubiquiti’s behalf in connection with the Benefits, the Services or the Program provided hereunder. Customer shall, and shall cause the Authorized Users to, release Ubiquiti from and hold Ubiquiti harmless against any and all losses in connection with any claim, action or proceeding that arise out of or related to (i) any Usage Data and Feedback, (ii) any action by Ubiquiti at the request of or with permission from Authorized Users or (iii) any action or omission by Ubiquiti in connection with this Agreement, except for gross negligence.
• For purposes of this Section 7 , “Ubiquiti” shall include Ubiquiti, its Affiliates and the directors, officers, employees, agents, representatives, subcontractors and suppliers of each of them.
• Subject to applicable law and notwithstanding anything else in these terms, in no event will Ubiquiti be liable for special, incidental, indirect or consequential damages in connection with this Agreement, regardless of whether such claims are based on contract, tort, warranty or any other legal theory.
• To the extent permitted by applicable law, Ubiquiti’s liability is limited to all Fees paid in the six (6) months prior to the date in which the claim arose. Multiple claims will not enlarge this limit. This section applies whether or not damages were foreseeable, even if a Party has been advised of the possibility of such damages, and notwithstanding any failure of essential purpose of any exclusive remedy provided in these terms.

Customer shall release, indemnify, defend and hold harmless Ubiquiti and its Affiliates, and each of its and their respective officers, directors, employees, service providers, agents, successors and assigns (each, a “Indemnitee”) from and against any and all losses, costs, expenses, damages, liabilities, penalties or fines incurred by such Indemnitee in connection with any claim, suit, action or proceeding arise out of or relate to: (a) Customer's (including its Authorized Users) breach of any of its representations, warranties, covenants or obligations under this Agreement; (b) act or omission by Customer or any Authorized User, or any third party that access the Program or use the Benefits or the Services through Customer, in connection with this Agreement; and (c) any act or omission by Ubiquiti in compliance with any request or with permission by or on behalf of Customer or Authorized Users.

• This Agreement shall commence on the date that this Agreement is accepted by Customer and will continue in effect until the end of the period of the Program membership purchased by Customer (the “Initial Term”) and thereafter, shall automatically renew for successive renewal periods that are equal to the Initial Term, unless earlier terminated by either Party during the Initial Term or any renewal term by (i) giving the other party a notice to terminate prior to the beginning of any renewal term or (ii) in accordance with this Section 9 , with termination effective as set forth herein.
• Ubiquiti may modify, suspend, terminate or otherwise deny Customer's or any Authorized User's access to the Program or use of the Benefits and Services without notice and without incurring any resulting obligation or liability if: (a) Ubiquiti believes, in its sole discretion, that: (i) Customer or any Authorized User has failed to comply with, any term of this Agreement; or (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities; (b) Ubiquiti believes that Customer or any Authorized User has taken any action that involves the use of abusive, derogatory, insulting, threatening, vulgar or similarly unreasonable language or behavior directed at any of Ubiquiti’s or its Affiliates’ employees or representatives whether it be in person, over the phone, or in writing; (c) use of the Benefits or the Services by Customer or any Authorized User is harmful to, interferes with, or negatively affects Ubiquiti’s and its business partners’ services or operations; (d) Customer any Authorized User generates spam or other abusive messaging or calling; (e) Ubiquiti believes, in its sole discretion, that Customer or any Authorized User is reselling the Benefits and the Services either alone or as part of any other good or service; or (f) Customer has failed to make any required payments, advance payment or deposit, if applicable. This Section 9.2 does not limit any of Ubiquiti's other rights or remedies, whether at law, in equity or under this Agreement.
• Either Party may terminate this Agreement upon written notice, effective immediately, if the other Party materially breaches any provisions of this Agreement and fails to remedy that breach within thirty (30) business days after written notice of such breach. Additionally, either Party may terminate this Agreement upon written notice, effective immediately, if the other Party files for protection under the bankruptcy laws, makes an assignment for the benefit of creditors, or a trustee or similar officer is appointed for the other Party or its assets.
• Ubiquiti may terminate this Agreement upon written notice without assigning any reason, effective immediately.
• Upon any termination of this Agreement, notwithstanding anything to the contrary in this Agreement, Ubiquiti and its Affiliates may retain Usage Data and Feedback. In no event will the termination relieve Customer of its obligations to pay any Fees payable prior to the effective date of termination. All rights and obligations hereunder granted or incurred prior to and which by their nature would continue beyond the cancellation, termination, or expiration of this Agreement shall survive such cancellation, termination, or expiration. Sections 1 , 3 , 4 , 5 , 6 , 7 , 8 , 10 , and 11 shall survive termination of this Agreement.

• This Agreement will be governed by and construed in accordance with the substantive laws in force in New York. The respective courts located in New York, New York shall have the exclusive jurisdiction over all disputes relating to this Agreement.
• Notwithstanding any provision in this Agreement, Ubiquiti may request any judicial, administrative, or other authority to order any provisional or conservatory measure, including injunctive relief, specific performance, or other equitable relief, prior to the institution of legal or arbitration proceedings, or during the proceedings, for the preservation of its rights and interests or to enforce specific terms that are suitable for provisional remedies.
• This Agreement will not be governed by the following, the application of which is hereby expressly excluded: (A) the conflict of law rules of any jurisdiction, (B) the United Nations Convention on Contracts for the International Sale of Goods, and (C) the Uniform Computer Information Transactions Act, as enacted in any jurisdiction.
• The Dispute Resolution and Arbitration clause of the Terms of Service, except that Section IX.b of the Terms of Service and any provisions relating to the option to opt out of mandatory arbitration shall be deemed omitted, is incorporated herein by reference.

• Non-disparagement. Customer will not, and Customer shall cause its Authorized Users and other individuals that access the Program or use the Benefits and Services through Customer not to, directly or indirectly, make any statement or announcement that constitutes an ad hominem attack on, or otherwise disparages or causes to be disparaged Ubiquiti, its affiliated entities and any of their employees, services or products. Customer shall not take any action which could adversely affect the goodwill and reputation of Ubiquiti, its Affiliates or their products and services.
• Data Privacy, EULA and Terms of Service. Customer acknowledges that Ubiquiti may obtain certain information, including the Usage Data, in connection with access to the Products and the Customer System. Customer hereby consents to Ubiquiti’s Privacy Policy and Terms of Service listed on www.ui.com, which include additional terms and conditions relating to Ubiquiti’s collection, use and disclosure of data and which may be updated from time to time at Ubiquiti’s discretion. Customer agrees to the transfer, processing, and storage of such information in the United States and other countries that Ubiquiti operates, which may be other than the country in which Customer resides. Customer agrees that Terms of Service, End User License Agreement, Privacy Policy and other relevant terms and conditions listed on the official Ubiquiti website at www.ui.com (the “Additional Terms”) are hereby incorporated into this Agreement by reference and Customer and its Authorized Users shall comply with such Additional Terms.
• Notices. Ubiquiti may give notice by means of a general notice on the website of the Program, electronic mail to Customer’s email address, or by written communication sent to the address as set forth in Customer’s account. Customer may give notice to Ubiquiti by electronic email to support@ui.com.
• Force Majeure. Neither Party will be liable for performance delays or for non- performance due to events beyond such Party’s reasonable control (a “Force Majeure”), including but not limited to, acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, public health crisis, riot or other civil unrest, embargoes or blockades, interruptions or failures of telecommunication links due to hostile network attacks, cyberattacks, malware attacks, denial of service attacks or other computer related attacks, or other network congestion, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. The Parties’ performance will be excused for the time that the Force Majeure continues. If such an event occurs the performance of the Party affected by the Force Majeure will be extended for the period of time of such Force Majeure event.
• Assignment. Neither Party may assign this Agreement or any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other Party (which consent shall not be unreasonably withheld or delayed); provided, however, Ubiquiti reserves the right to unilaterally assign this Agreement to its Affiliates. Subject to the foregoing, this Agreement will be binding upon, enforceable by, and inure to the benefit of the Parties and their respective successors and assigns. Any attempted assignment in violation of this Section shall be null and void.
• Waiver. Neither Party's failure or delay to exercise any of its rights under this Agreement will be deemed a waiver of forfeiture of those rights.
• Severability. This Agreement shall be applied to the extent permitted by applicable law. To the extent that any provision of this Agreement is determined to be illegal or unenforceable, the remainder of this Agreement will remain in full force and effect.
• Government Contracting. Unless otherwise separately agreed in writing by Ubiquiti, no provision herein shall be deemed an acceptance of any provisions required in any U.S. or foreign government contract or subcontract relating thereto (“Government Contract”) nor shall any provision of any Government Contract become part of this Agreement, imposed upon or binding on Ubiquiti.
• Entire Agreement. This Agreement constitute the exclusive and entire agreement between Ubiquiti and Customer and may not be changed except by an amendment signed by Ubiquiti’s and the Customer’s authorized representatives. This Agreement supersedes any previous communications, representations or agreements between the Parties, regarding the Program.
• Revisions; Continued Use. Ubiquiti reserves the right to change any of the terms and conditions contained in this Agreement, including any document incorporated herein by reference, at any time and in its sole discretion. Any changes will be effective upon the earlier to occur of: (a) emailing the revised terms and conditions or notice of such changes to Customer at Customer’s email address; or (b) posting the revised terms and conditions on Ubiquiti’s website. Customer is responsible for reviewing any revised terms, conditions, policies, guidelines and information and any notices of revisions. CUSTOMER’S CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EMAILING OR POSTING OF ANY REVISED TERMS AND CONDITIONS OR ANY NOTICE OF SUCH REVISIONS, WILL CONSTITUTE ACCEPTANCE OF THE REVISED TERMS AND CONDITIONS BY CUSTOMER. IF CUSTOMER DOES NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, CUSTOMER MUST STOP PARTICIPATING IN THE PROGRAM, AND PROVIDE WRITTEN NOTICE TO PROVIDER IMMEDIATELY.