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