UbiquiOS Technology Limited
End-User License Agreement (“Agreement”)
Last updated: [April 20, 2017]
IMPORTANT – PLEASE CAREFULLY READ THE FOLLOWING LICENSE AGREEMENT, WHICH IS LEGALLY BINDING. BY USING
THE SOFTWARE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT.
(1) YOU WILL USE THE LICENSED MATERIALS FOR YOUR OWN BENEFIT AND PERSONALLY ACCEPT, AGREE TO AND
INTEND TO BE BOUND BY THESE TERMS; OR (2) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO, AND INTEND TO BE
BOUND BY, THESE TERMS ON BEHALF OF YOUR COMPANY.
Important – Read carefully: In this Agreement “you” means you personally if you will exercise the rights granted for your
own benefit, but it means your company (or you on behalf of your company) if you will exercise the rights granted for your
company’s benefit.
This End-User License Agreement is a legal agreement between you and UbiquiOS Technology Limited (“UBIQUIOS”). The
“Licensed Materials” subject to this Agreement include the software programs and any associated electronic
documentation (in each case in whole or in part) that accompany the product you have purchased or otherwise obtained
(the “Target Product”), as well as any updates or upgrades to such software programs or documentation, if any, provided
to you at UBIQUIOS’ sole discretion. The Licensed Materials are specifically designed and licensed for use solely and
exclusively with the Target Product. By installing, copying or otherwise using the Licensed Materials you agree to abide by
the provisions set forth herein. This Agreement is displayed for you to read prior to using the Licensed Materials. If you
choose not to accept or agree with these provisions, do not download, install or use the Licensed Materials.
For purposes of this Agreement “Target Product” means a product that consists of both hardware components, including
embedded executable versions only of the Licensed Materials that execute solely and exclusively in connection with such
product; and
License Grant
(i) Licensed Materials License Grant. Subject to the terms of this Agreement, UBIQUIOS hereby grants to you a
limited, revocable, non-transferable, non-exclusive, non-assignable, non-sublicensable, fully paid-up and royaltyfree
license to:
a. use the Licensed Materials solely in conjunction with the Target Product; and
b. make one copy of the Licensed Materials for archive purposes consistent with the your archive
procedures;
(ii) No Other License. Nothing in this Agreement shall be construed as a license to any intellectual property rights of
UBIQUIOS other than those rights embodied in the Licensed Materials provided to you by UBIQUIOS. EXCEPT AS
PROVIDED HEREIN, NO OTHER LICENSE, EXPRESS OR IMPLIED, BY ESTOPPEL OR OTHERWISE, TO ANY OTHER
UBIQUIOS INTELLECTUAL PROPERTY RIGHTS IS GRANTED HEREIN.
(iii) Covenant Not to Sue. You agree not to assert a claim against UBIQUIOS or its licensees that the Licensed
Materials infringe your intellectual property rights.
(iv) Restrictions. You shall not use the Licensed Materials with any device other than the Target Product, and you
agree that any such unauthorized use of the Licensed Materials is a material breach of this Agreement. You shall
not use the Licensed Materials for the purpose of analyzing or proving infringement of any of your patents by
either UBIQUIOS or UBIQUIOS’s customers. Except as expressly provided in this Agreement, you shall not copy,
publish, disclose, display, provide, transfer or make available the Licensed Materials to any third party and you
shall not sublicense, transfer, or assign the Licensed Materials or your rights under this Agreement to any third
party. You shall not mortgage, pledge or encumber the Licensed Materials in any way. You may use the Licensed
Materials with Open Source Software or with software developed using Open Source Software tools provided
you do not incorporate, combine or distribute the Licensed Materials in a manner that subjects the Licensed
Materials to any license obligations or any other intellectual property related terms of any license governing such
Open Source Software.
(v) Termination. This Agreement is effective on the date the Licensed Materials are delivered to you together with
this Agreement and will remain in full force and effect until terminated.
Use Restrictions
Except as expressly permitted by this Agreement, You agree not to, and you will not permit others to:
(i) modify the Licensed Materials; and
(ii) translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically
prohibit such restriction) or attempt to derive the source code of the Licensed Materials, or create
derivative works of the Licensed Materials or let any third party do any of the foregoing; and
(iii) reproduce the Software other than as specified above; and
(iv) sublicense, rent, lease, loan, timeshare, sell, distribute, disclose, publish, assign or transfer any rights, grant
a security interest in, transfer possession of the Licensed Materials, and electronically transfer the Licensed
Materials from one computer to another over a network other than your internal network as permitted, if at
all, under this Agreement; and
(v) alter or remove any of UBIQUIOS’ or its licensors’ copyright or proprietary rights notices or legends
appearing on or in the Licensed Materials and you shall reproduce such notices on any copies you are
permitted to make; and
(vi) use the Software or allow its use for the purpose of developing, enhancing or marketing any product that is
in any way competitive with the Licensed Materials, or disclose to any third party the results of, or
information pertaining to, any benchmark of the Licensed Materials; and
(vii) export the Licensed Materials in contravention of applicable export laws and regulations; and
(viii) use the Licensed Materials other than in connection with operation of the Target Product.
Export Control
The Licensed Materials delivered under this Agreement are subject to New Zealand export control laws and may be subject
to export or import regulations in other countries. Unless prior authorization is obtained from the respective regulatory
authority, neither you nor your subsidiaries shall export, re-export, directly or indirectly (including, without limitation, by
permitting the Licensed Materials to be downloaded), the Licensed Materials, or export, directly or indirectly, any direct
product of such Licensed Materials, to any person, destination or country to which the export, re-export, or release of the
Licensed Materials, or such direct product is prohibited. Any software export classification made by UBIQUIOS shall not be
construed as a representation or warranty regarding the proper export classification for such software or whether an
export license or other documentation is required for the exportation of such software.
Licensed Materials Ownership
The Licensed Materials are licensed, not sold to you, and can only be used in accordance with the terms of this Agreement.
Subject to the licenses granted to you under this Agreement, UBIQUIOS and its licensors own, and shall continue to own,
all right, title, and interest in and to the Licensed Materials, including all copies thereof. You agree that all fixes,
modifications and improvements to the Licensed Materials conceived of or made by UBIQUIOS that are based, either in
whole or in part, on your feedback, suggestions or recommendations are the exclusive property of UBIQUIOS and all right,
title and interest in and to such fixes, modifications or improvements to the Licensed Materials will vest solely in
UBIQUIOS.
Intellectual Property Rights
(i) The Licensed Materials contain copyrighted material, trade secrets and other proprietary information of
UBIQUIOS and its licensors and are protected by copyright laws, international copyright treaties, and trade secret
laws, as well as other intellectual property laws. To protect UBIQUIOS’s and its licensors’ rights in the Licensed
Materials, you agree, except as specifically permitted by statute by a provision that cannot be waived by
contract, not to “unlock”, decompile, reverse engineer, disassemble or otherwise translate to a humanperceivable
form any portions of the Licensed Materials provided to you in object code format only, nor permit
any person or entity to do so. You shall not remove, alter, cover, or obscure any confidentiality, trade secret,
trade mark, patent, copyright or other proprietary notice or other identifying marks or designs from any
component of the Licensed Materials and you shall reproduce and include in all copies of the Licensed Materials
the copyright notice(s) and proprietary legend(s) of UBIQUIOS and its licensors as they appear in the Licensed
Materials. UBIQUIOS reserves all rights not specifically granted under this Agreement.
(ii) Certain Licensed Materials may be based on industry recognized standards or software programs published by
industry recognized standards bodies and certain third parties may claim to own patents, copyrights, and other
intellectual property rights that cover implementation of those standards. You acknowledge and agree that this
Agreement does not convey a license to any such third party patents, copyrights, and other intellectual property
rights and that you are solely responsible for any patent, copyright, or other intellectual property right claim that
relates to your use or distribution of the Licensed Materials or your use or distribution of your products that
include or incorporate the Licensed Materials. Moreover, you acknowledge that you are responsible for any fees
or royalties that may be payable to any third party based on such third party’s interests in the Licensed Materials
or any intellectual property rights that cover implementation of any industry recognized standard, any software
program published by any industry recognized standards bodies or any other proprietary technology. Without
limiting the generality of this paragraph, please note that Licensed Materials may contain code that implements
the WLAN, including IEEE 802.11, and Bluetooth standards.
Warranties and Limitations
THE LICENSED MATERIALS ARE PROVIDED “AS IS”. FURTHERMORE, YOU ACKNOWLEDGE AND AGREE THAT THE LICENSED
MATERIALS HAVE NOT BEEN TESTED OR CERTIFIED BY ANY GOVERNMENT AGENCY OR INDUSTRY REGULATORY
ORGANIZATION OR ANY OTHER THIRD PARTY ORGANIZATION. UBIQUIOS AND ITS LICENSORS MAKE NO WARRANTY OR
REPRESENTATION, EITHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE LICENSED MATERIALS, INCLUDING BUT NOT
LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT
OF ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER INTELLECTUAL PROPERTY
RIGHTS. IN NO EVENT SHALL UBIQUIOS OR ITS LICENSORS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE
OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, IN CONNECTION WITH OR ARISING
OUT OF THIS AGREEMENT OR THE USE OF THE LICENSED MATERIALS REGARDLESS OF WHETHER UBIQUIOS HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, COST OF
REMOVAL OR REINSTALLATION, OUTSIDE COMPUTER TIME, LABOR COSTS, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF
PROFITS, LOSS OF SAVINGS, OR LOSS OF USE OR INTERRUPTION OF BUSINESS. IN NO EVENT WILL UBIQUIOS’S OR ITS
LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT OR ARISING OUT OF YOUR USE OF THE LICENSED MATERIALS
EXCEED FIVE HUNDRED U.S. DOLLARS (US$100).
No Technical Support
UBIQUIOS and its licensors are under no obligation to install, maintain or support the Licensed Materials.
Notices
All notices to UBIQUIOS hereunder shall be delivered to UbiquiOS Technology Limited, Ruakura Research Centre, 10 Bisley
Road, Hamilton 3214, New Zealand. All notices shall be deemed served when received by UBIQUIOS.
Term and Termination
This Agreement shall remain in effect until terminated hereunder. This Agreement will terminate immediately, without
prior notice from UBIQUIOS, in the event that you fail to comply with any provision of this Agreement. You may also
terminate this Agreement by deleting the Licensed Materials and all copies thereof from your Target Product or other
device or system. Upon termination of this Agreement, you shall cease all use of the Licensed Materials and delete all
copies of the Licensed Materials from your Target Product or other device or system.
Governing Law
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including
non-contractual disputes or claims) shall be governed by and construed in accordance with New Zealand law and the
parties submit to the non-exclusive jurisdiction of the Courts of New Zealand. Notwithstanding the foregoing, any
judgment may be enforced in any New Zealand or foreign court, and either party may seek injunctive relief in any New
Zealand or foreign court. Failure by UBIQUIOS to enforce any provision of this Agreement shall not be deemed a waiver of
future enforcement of that or any other provision in this Agreement or any other agreement that may be in place between
the parties.
Severability
If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to
accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining
provisions will continue in full force and effect.
Entire Agreement
This is the entire agreement between you and UBIQUIOS and this Agreement supersedes (a) any prior agreement between
the parties related to the subject matter of this Agreement and (b) any prior or subsequent clickwrap, shrink-wrap or webwrap
software license agreement under which you receive rights to the Licensed Materials under terms that differ in any
respect from the terms of this Agreement, unless otherwise agreed by the parties in writing and signed by the duly
authorized representatives of both parties or (with respect to any such subsequent agreement) unless this Agreement is
terminated earlier. Notwithstanding the foregoing, any signed and effective software license agreement relating to the
subject matter hereof and stating expressly that such agreement shall control regardless of any subsequent click-wrap,
shrink-wrap or web-wrap, shall supersede the terms of this Agreement. No amendment or modification of this Agreement
will be effective unless in writing and signed by a duly authorized representative of UBIQUIOS. You hereby warrant and
represent that you have obtained all authorizations and other applicable consents required empowering you to enter into
this Agreement.