Ruckus End User License Agreement
ATTENTION: YOU MAY NEED TO SCROLL DOWN TO THE END OF THIS EULA BEFORE YOU CAN AGREE TO THE EULA AND CONTINUE WITH THE SOFTWARE INSTALLATION.
IMPORTANT: THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU AND RUCKUS. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY CLICKING “I AGREE” AND USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT.
This End User License Agreement, the Terms of Service and the Privacy Policy (the “Agreement”) is made as of this date, (the “Effective Date”) by and between you (the “End User”) and Ruckus Network, Inc. (“Ruckus”), a Delaware corporation, with its principal place of business at 12901 Worldgate Drive, Suite 700, Herndon, Virginia 20170.
WHEREAS, Ruckus has developed a software client and platform (the “Software”) that allows for the robust delivery of online digital media and community services by which students and other end users can access and share various digital media, which may include, but not be limited to, music, movies, television shows, games, educational content, editorial and other digital content, on their personal computers (the “Service”); and
NOW, THEREFORE, in consideration of the representations, warranties and covenants contained in the Agreement, the Parties hereby agree as follows:
ELIGIBILITY.
In consideration for use of the Software and the Service (collectively, the “Product”) at the offered discounted rates, you represent and warrant that are you a bona fide, currently enrolled student at a Ruckus affiliated school and, further, that all information provided by you to Ruckus is true and accurate to the best of your knowledge.
For non-student End Users, in consideration for use of the Product at the offered discounted rates, you represent and warrant that you are a bona fide faculty, staff member or alumni of a Ruckus affiliated school and, further, that all information provided by you to Ruckus is true and accurate to the best of your knowledge.
Furthermore, you represent and warrant that you are at least eighteen (18) years of age, reside in the United States, and otherwise have the capacity to enter into this Agreement. If you are under eighteen (18) years of age, your parent or guardian represents and warrants that he/she agrees to the terms of this Agreement on your behalf.
LICENSE.
License Grant. Subject to the terms and conditions of this Agreement, Ruckus hereby grants to End User a non-exclusive, non-transferable, non-sublicenseable license during the term of this Agreement to use the Product during each academic year solely for End User’s use. End User acknowledges that no right is granted to End User to modify, adapt, translate, create derivative works or distribute the Product.
Documentation License. Subject to the terms and conditions of this Agreement, Ruckus hereby grants to End User a non-exclusive, non-transferable, non-sublicenseable license during the term of this Agreement to make copies of any documentation that may be provided by Ruckus relating to the Product, solely for End User’s use of the Product as set forth above. End User acknowledges that no right is granted to End user to modify, adapt, translate, publish, create derivative works or distribute the Documentation.
Limitations on Use. End User will comply with this Agreement, including the Ruckus Terms of Service, Privacy Policy and other pertinent policies as may be set forth by Ruckus from time to time as well as all applicable laws and regulations. End Users will not use the Product for any purposes beyond the scope of the licenses granted in this Agreement. End User agrees that at no time shall any party (i) combine or integrate the Product with hardware, software or technology not provided by Ruckus hereunder; or (ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the Product is compiled or interpreted, and End User hereby acknowledges that nothing in this Agreement shall be construed to grant End User any right to obtain or use such source code. In the event End User becomes aware the Product is being accessed or used other than in accordance with this Agreement, End User will immediately notify Ruckus.
CONTENT.
Definition. The content available to End User through the Product may include some or all of the following: (i) content owned and provided by third parties other than End User (“Third Party Content”); (ii) content created by or for Ruckus and owned by Ruckus (“Ruckus Content”); and (iii) content created by or on behalf of End User and provided to Ruckus for inclusion in the Product (“End User Content”) (collectively, the “Product Content”).
Ruckus Responsibilities. Ruckus shall be solely responsible for obtaining all rights to and clearances for the Third Party Content and Ruckus Content. Ruckus will manage and facilitate, with End User where appropriate, the programming and publishing of certain Product Content.
End User Responsibilities. End User will manage and facilitate with Ruckus the programming and publishing of any End User Content. End User shall be solely responsible for obtaining all rights to and clearances for any End User Content. End User will be solely responsible for (i) all costs and fees associated with obtaining the necessary rights and clearances to the End User Content, and (ii) certain technical and administrative costs incurred by Ruckus in connection with the use of such End User Content in the Product.
MEMBER ACCOUNT, PASSWORD, AND SECURITY
You will receive a password and account designation from either your school or Ruckus upon a valid registration. You are responsible for maintaining the confidentiality of the password and account designation and are fully responsible for all uses of yoru account, whether by you or others. You agree to (i) keep your user name and password confidential; (ii) immediately notify Ruckus of any unauthorized use of your password or account or any other breach of security; (iii) use only your account and password to access the Service.
MEMBER INFORMATION
Ruckus may use information collected through the Service and the Ruckus website to communicate with you in order to provide promotional materials about Ruckus and/or about our business partners and affiliates. Please see the Ruckus privacy policy at www.ruckusnetwork.com/privacy.php for more details.
FEES AND PAYMENTS.
Subscription Fees. The parties agree the fees charged by Ruckus to End User (the “Subscription Fee(s)”) will be determined based on the individual service provided to End User.
Payment Terms. All Subscription Fees shall be billed directly to End User in accordance with information provided to Ruckus by End User. Payment methods vary and will depend on the information provided to Ruckus by End User.
Billing Acknowledgment. By accepting this EULA and by completing the registration for the Service, you agree to the billing terms and conditions set forth herein. For those End Users who choose to have the Subscription Fee(s) billed directly to a designated credit card or account, you hereby authorize Ruckus to charge your chosen payment method for the Service.
Designated credit card End Users shall be billed on a monthly cycle, which shall have a billing date equal to the registration date, or, in the case where End User has signed up for the service through a promotional plan, an effective date equal to the end of the designated trial or promotional period.
Semester Billing. Designated credit card End Users who choose to subscribe to the Service and pay on a semester basis shall be billed one time at the beginning of each applicable billing period and/or academic semester.
Pro-Rata Billing. Should designated End Users have previously established Service and choose to sign up for additional Ruckus Services, you hereby agree that your designated account will immediately be charged upon election of such additional Ruckus Service in such a way that your month, semester or annual Subscription Fee will be increased on a pro-rata basis.
Promotions/Trial Membership. Designated End Users offered access to the Service through a promotional or trial membership basis may be required to provide credit card or other acceptable billing information during registration. In such event, you acknowledge and agree that Ruckus may, at its sole discretion, obtain pre-authorization for the Subscription Fee in an amount equivalent to the amount that would be charged upon completion of the promotional or trial period for continuation of access to the Service.
You further acknowledge and agree that some financial institutions may perceive pre-authorization transactions as actual pending charges. You further acknowledge and agree that Ruckus will not be responsible for any actions resulting from such transactions, including but not limited to, overdraft fees, which may be imposed by your financial institution directly resulting from these transactions.
PROPRIETARY RIGHTS.
End User acknowledges that Ruckus and its licensors own all right, title, and interest, including all patent, copyright, trade secret, trademark, moral rights, mask work rights, and other intellectual property rights (“Intellectual Property Rights”) in and to the Product (including all components thereof), and Ruckus expressly reserves all rights not expressly granted to End User in this Agreement. End User shall not engage in any act or omission that would impair Ruckus’s and/or its licensors’ Intellectual Property Rights in the Product, the Documentation or any other materials, information, processes or subject matter proprietary to Ruckus.
WARRANTY DISCLAIMER.
EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, THE PRODUCT AND ANY OTHER MATERIALS, SOFTWARE, DATA AND/OR SERVICES PROVIDED BY RUCKUS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS,” AND RUCKUS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF OPERABILITY, CONDITION, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, OR QUALITY, AS WELL AS ANY WARRANTIES OF MERCHANTABILITY, SYSTEM INTEGRATION, WORKMANSHIP, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. NO WARRANTY IS MADE BY RUCKUS ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE. RUCKUS DOES NOT WARRANT THAT THE PRODUCT OR ANY OTHER INFORMATION, MATERIALS, TECHNOLOGY OR SERVICES PROVIDED UNDER THIS AGREEMENT WILL MEET END USER’S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. END USER ACKNOWLEDGES THAT RUCKUS’S OBLIGATIONS UNDER THIS AGREEMENT ARE FOR THE BENEFIT OF END USER ONLY.
LIMITATION OF LIABILITY.
IN NO EVENT SHALL RUCKUS BE LIABLE TO END USER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF RUCKUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE CUMULATIVE LIABILITY OF RUCKUS TO END USER FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED THE LESSER OF (I) TEN THOUSAND DOLLARS (U.S. $10,000.00) OR (II) THE TOTAL AMOUNT OF ALL FEES THEN-PAID TO RUCKUS BY END USER UNDER THIS AGREEMENT. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, RUCKUS’S AND ITS LICENSORS’ LIABILITY IN SUCH STATE OR JURISDICTION SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
INDEMNIFICATION.
End User shall indemnify, hold harmless, and, at Ruckus’s option, defend Ruckus from and against all losses, expenses (including reasonable attorneys’ fees), damages, and liabilities resulting from any claim by any third party arising from or in connection with End User’s breach of this Agreement. Ruckus agrees to give End User (i) prompt written notice of such claim; (ii) authority to control and direct the defense and/or settlement of such claim; and (iii) such information and assistance as End User may reasonably request, at End User’s expense, in connection with such defense and/or settlement. Notwithstanding the foregoing, End User shall not settle any third-party claim against Ruckus without Ruckus’s prior written consent to such settlement. In any action for which End User provides defense on behalf of Ruckus, Ruckus may participate in such defense at its own expense by counsel of its choice.
TERMINATION.
Termination by Ruckus. You agree that Ruckus may, without notice to you, immediately terminate your Ruckus account and access to the Service. Grounds for such termination shall include, but not be limited to: (i) breaches or violations of the TOS or other agreements or guidelines; (ii) requests by law enforcement, your educational institution, or government agencies; (iii) a request by you (self-initiated account terminations); (iv) requests or demands made by licensors of Ruckus or other partners; (v) discontinuance or material modification of the Service or any part thereof; (vi) unexpected technical or security issues or problems; (vii) extended periods of inactivity; and (viii) fraudulent, inaccurate or misrepresented registration information. Termination of your Ruckus account will result in removal of access to the Service. Termination of any account shall be made in Ruckus’s sole discretion, and Ruckus shall not be liable to you or any third party for any damages arising out of the termination of your account.
Termination by End User. End Users have the option, in their sole discretion, to terminate one or more of their elected services or terminating the Service in its entirety. Ruckus shall use reasonable efforts to provide confirmation of cancellation via e-mail to the End User. Ruckus will not reimburse End Users for any unused portion of their fees. Each individual cancellation shall become effective at the end of each applicable billing period during which such request was received by Ruckus. Notification should be sent immediately to Ruckus should there be an instance where notification of termination or cancellation is received toward the end of each applicable period resulting in a charge to End User for the next billing period.
MISCELLANEOUS.
Applicable Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH, AND SHALL BE GOVERNED BY, THE LAWS OF THE COMMONWEALTH OF VIRGINIA, WITHOUT GIVING EFFECT TO ITS RULES REGARDING CONFLICTS OF LAWS. END USER AGREES THAT ANY AND ALL CAUSES OF ACTION BETWEEN THE PARTIES ARISING FROM OR IN RELATION TO THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE STATE AND FEDERAL COURTS LOCATED WITHIN FAIRFAX COUNTY IN THE COMMONWEALTH OF VIRGINIA.
Force Majeure. The parties shall be excused from performance of its obligations under this Agreement if such a failure to perform results from compliance with any requirement of applicable law, acts of god, fire, strike, natural disaster, embargo, terrorist attack, war, insurrection or riot or other causes beyond the reasonable control of the applicable party. Any delay resulting from any of such causes shall extend performance accordingly or excuse performance, in whole or in part, as may be reasonable under the circumstances.
Notices. All notices required by or relating to this Agreement shall be in writing and shall be sent by means of certified mail, postage prepaid, to the parties to the Agreement and addressed, if to Ruckus, as follows:
Ruckus Network, Inc.
12901 Worldgate Drive
Suite 700
Herndon, VA 20170
Assignment. End User shall not assign its rights or delegate its obligations under this Agreement without Ruckus’s prior written consent, and, absent such consent, any purported assignment or delegation by End User shall be null, void and of no effect. This Agreement shall be binding upon and inure to the benefit of Ruckus and its successors and permitted assigns.
Entire Agreement. This End User License Agreement, the Terms of Service, and the Privacy Policy sets forth the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and, except as specifically provided herein, supersedes and merges all prior oral and written agreements, discussions and understandings between the parties with respect to the subject matter hereof, and neither of the parties shall be bound by any conditions, inducements or representations other than as expressly provided for herein.
