Licensor End User License Agreement

This EULA grants You a non-exclusive, non-transferable, non-sublicensable right to install and use the Software in object code form and also the Documentation for Your internal business purposes under the terms and conditions stated herein.

1.1 The Software is to be used in accordance with the specific license You purchased; a description of the license can be found at https://www.veeam.com/licensing-policy.html (“Licensing Policy”). You may only use the number of licenses or capacity that You have purchased unless the product specifically allows You to exceed usage by a certain amount. In the event You exceed the purchased capacity, the Software may not process additional workloads, and Licensor is not required to provide maintenance or support for such excess use unless You purchase additional licenses.

1.2 You are permitted to make copies of the Software and Documentation for Your own use in accordance with this EULA and the Licensing Policy. Any copies or partial copies of the Software and Documentation that You make remain Licensor's intellectual property and must incorporate all relevant patent, copyright and trademark notices.

Without Licensor’s express prior written consent, You may not (directly or indirectly through any employee, contractor, consultant, agent or other representative): (a) resell, transfer, share, or make the Software or Your license keys available to any third party (including, without limitation, sharing license keys on any website, forum or social media); (b) process third-party data (as a service provider), provide commercial hosting or support services, sublicense, rent or lease, in whole or in part, the Software to another party, or otherwise use the Software on a service bureau basis, without purchasing a specific license to do so; (c) decipher, decompile, disassemble, reverse assemble, reverse engineer, modify, or otherwise attempt to derive source code, algorithms, tags, specifications, architectures, structures or other elements of the Software, including any license keys, in whole or in part, for any purpose or in any manner (except to the extent such prohibition is expressly prohibited by law); (d) write or develop any derivative software or documentation or other software programs based upon the Software or Documentation; (e) use the Software or Documentation in violation of any applicable laws or regulations; or (f) disclose, transfer or otherwise make available the results of any performance, capacity or functionality tests or any benchmark testing of the Software to any third party.

Maintenance and support (collectively, “Maintenance”) for the Software is available in accordance with the Licensing Policy and Licensor’s support policy (the “Support Policy”), which can be found at https://www.veeam.com/support.html. Maintenance, if it is included in the Software purchased, will commence upon the date Your order is processed and the license file is generated. You will receive (a) support for Your Software and (b) any updates, enhancements, or improvements that are included or defined in the Support Policy. Software updates cannot be applied to the Software with an expired Maintenance plan. Licensor can postpone or reject providing Maintenance if You violate any provisions of this EULA and/or Licensing Policy.

4.1 Licensor cannot access the Software installed in Your chosen environment(s) or any data that You manage using the Software. Licensor cannot access any technical information pertaining to the configuration or performance of the Software unless You voluntarily provide it to Licensor by uploading log files, sharing screenshots, descriptions, reports, survey information, etc., pertaining to the Software use or utilize the Assistant (as defined in Section 10.0 below). Additional information and requirements regarding Your use of the Assistant are set forth in Section 10.0 below.

4.2 Licensor products that support automatic license updates generate and send license usage statistics to Licensor. THIS FUNCTIONALITY IS TURNED ON BY DEFAULT AND CAN BE DISABLED AT ANY TIME. The license usage data collection is mandatory for all Free and Community Edition licenses and cannot be disabled.

4.3 Certain Licensor products require online licensing services accessibility for license activation and/or usage reporting due to the protected platform’s requirements. THIS DATA COLLECTION IS ALWAYS ON AND CANNOT BE DISABLED.

In the event You voluntarily provide personal data to Licensor in connection with Maintenance or otherwise, Your personal information will be used and stored in accordance with Licensor’s Privacy Notice, which can be found at https://www.veeam.com/privacy-policy.html. You can always update Your preferences by visiting the Licensor customer portal.

The Software is LICENSED, NOT SOLD. The Software is protected by patent, copyright, trademark, trade secret, and other laws, including, without limitation, international treaties. A list of relevant patents and trademarks can be found at https://www.veeam.com/veeam-patents-and-registered-trademarks.html. All rights, title, and interest in and to the Software, Documentation, and any other Licensor materials or information provided or made available in connection with this EULA, as well as all suggestions, ideas, and feedback You propose regarding the foregoing, are owned by Licensor (or any third-party licensor), and You hereby assign any right, title, and interest in and to any such suggestions, ideas or feedback to Licensor. Third-party licensors, in addition to any other rights or remedies available to them, are third-party beneficiaries of this EULA with regard to their respective component(s).

Licensor may include various Open Source Software Components - Software Bill of Materials (SBOM) in or with the Software (collectively, “OSS”), each of which is owned by a third-party and is subject to its own applicable license terms and conditions. A current list of OSS components used by Licensor can be found at https://www.veeam.com/eula-oss.html. All OSS is provided on an “as-is” basis, and Licensor makes no express or implied warranties of any kind with respect thereto and assumes no liability for any damages regarding the use or operation of any such OSS.

The Software and Documentation may be subject to export or import regulations and sanctions imposed by various countries, including, but not limited to, the U.S., E.U., U.K., U.N., and other relevant authorities (“Export and Sanctions Regulations”). You must comply with all applicable Export and Sanctions Regulations. You agree to be solely responsible for determining the legality of exporting, re-exporting, or importing the Software and Documentation.

You confirm that you will not directly or indirectly sell, export, re-export, or use the Software and Documentation in the Russian Federation, the Republic of Belarus, or in any manner that would violate applicable US and EU export control laws. Furthermore, You commit to using Your best efforts to prevent any third parties in the supply chain from violating these terms.

Additionally, by using the Software and Documentation, You affirm that neither You nor Your customers are:

• Included on any sanctions-related list of designated persons maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the U.S. Department of Commerce, the European Union, His Majesty’s Treasury of the United Kingdom, the United Nations, or any other applicable governmental authority;
• Organized under the laws of, residing in, or owned/controlled by, directly or indirectly, individuals or entities in countries or regions subject to comprehensive sanctions (currently, Belarus, Cuba, Iran, North Korea, Russia, Syria, the Crimea region of Ukraine, and the Donetsk, Kherson, Luhansk, and Zaporizhzhia regions of Ukraine.

You must immediately notify Licensor of any actual or potential non-compliance with these Export and Sanctions Regulations, including any unauthorized use or sale by third parties. Violation of these terms will be considered a material breach of this EULA, entitling us to terminate the EULA immediately, in addition to other legal remedies available to Licensor.

During the term of the EULA and for a period of one year thereafter, Licensor may, during normal business hours and upon reasonable prior notice to You, inspect Your files, computer processors, equipment, and facilities to verify Your compliance with the terms and conditions of this EULA, including but not limited to all license terms, policies, and quantities purchased via authorized Licensor resellers or online marketplaces. The scope of the audit may encompass the verification of compliance with this EULA as a whole, which by reference includes the Licensing Policy.

Licensor may conduct such an audit no more than once per year unless there are reasonable grounds for the audit, such as suspected breaches of the EULA. The audit may be conducted in any form, including online requests for information (logs) or by inspecting Your infrastructure, by itself and/or with the involvement of third parties at Licensor’s discretion. In case of such an audit, You must provide Licensor and/or any third party selected by Licensor the requested information (logs) and/or access to Your infrastructure within thirty (30) days after receiving the Licensor’s notice and make reasonable efforts to facilitate the audit.

Any information received by Licensor as a result of the audit shall be treated as confidential and be used solely for the purposes of performing the audit. Should the audit reveal that You are in breach of any terms of this EULA, the costs of the audit conducted by a third party will be borne by You.

10.1 Some Software may contain an artificial intelligence (“AI”)-enabled assistant trained to provide You with assistance regarding use of the Software (the “Assistant”). Use of this feature is subject to the AI Terms of Use. By using the Assistant, You acknowledge and agree that, in addition to the terms of this Section 10.0, You have read, understand and agree to comply with the AI Terms of Use. You further agree that Licensor is not responsible for the Assistant’s output or any information that You input into the Assistant. You may not use the Assistant for any purpose other than to seek information about the Software’s functionality. You agree that under no circumstances will You or any user in Your organization input to the Assistant information that is considered "personal information" or "personal data" (as those or similar terms are defined under any laws applicable to You) or information that Your organization considers confidential or non-public. The Assistant is based on Azure OpenAI Service from Microsoft Corporation. All input You share with this Assistant will be processed in accordance with Microsoft’s Azure OpenAI Terms and this EULA. By using the Assistant, You acknowledge and agree that You have read, understand and agree to comply with those terms. Before using the Assistant, please review that documentation, and You may not use the Assistant if You do not agree to those terms. In some Software, the Assistant may have two modes: basic (“Basic Mode”), which only utilizes information You input to the chat window, and advanced (“Advanced Mode”), which utilizes information You input to the chat window and product data received from the Software (the combined information, “Mixed Input”). Basic Mode is turned on by default. Advanced Mode is turned off by default, and You need to turn it on explicitly. The Software also includes an option to completely disable the Assistant.

10.2 In Basic Mode, Licensor may store and review any input You share with the Assistant and the Assistant’s output in order to improve the Assistant’s functionality or as otherwise necessary or useful for Licensor to provide its services. Licensor will delete all stored input and output after 30 days from the store date.

10.3 In Advanced Mode, Mixed Input is deleted immediately after You close the conversation session or the session times out. Licensor may store and review the Assistant’s output (but not Mixed Input) in order to improve the Assistant’s functionality or as otherwise necessary or useful for Licensor to provide its services. Licensor will delete all stored output after 30 days from the store date.

10.4 Licensor does not review all of the Assistant’s output; if the Assistant is unable to answer Your question or if You have any concerns regarding its output, You may contact Licensor’s customer support personnel.

Licensor will defend or, at its option, settle any action, suit or proceeding against You that is based upon a claim that Your use of the Software infringes any patent, copyright or other intellectual property right of a third party, and will indemnify You against any amounts awarded against You as a result of the claim, suit or proceeding; provided that (a) Licensor is promptly notified of the assertion of the claim, suit or proceeding, (b) Licensor has sole control of its defense and/or settlement, and (c) You provide reasonable assistance and cooperate in Licensor’s defense and/or settlement, at Licensor’s expense. Licensor’s defense and indemnity obligations do not apply, and You shall be responsible for the defense and/or settlement of any claims where (1) Your use of the Software or Documentation is beyond the scope of license granted in this EULA or otherwise in violation of any of the terms or conditions set forth in this EULA or any terms, policies or information referenced or to which a link has been provided in this EULA, (2) You modified or created derivative works from the Software or Documentation, (3) You used an outdated and infringing version of the Software or Documentation after release of a non-infringing version by Licensor, (4) You used or combined the Software with any technology, software or hardware not supplied by Licensor, where the alleged infringement would not have occurred absent such use or combination, or (5) Your use of the Evaluation Licenses or Free and Community Edition Licenses. In the event any such infringement action, suit, or proceeding is brought or threatened, Licensor will, at its sole option and expense: (i) procure for You the right to continue the use of the Software or the allegedly infringing part thereof; or (ii) modify or amend or replace the same with other software or material having substantially similar functionality and performance.

12.1 The purchase of the Software license (perpetual or subscription) is non-returnable and non-refundable. Licensor warrants that the Software, in its unmodified form as initially delivered or made available to You, will perform substantially in accordance with the Documentation for such Software for a warranty period of ninety (90) days from the date the Software is delivered to You (the “Warranty Period”). In the event the Software fails in a material respect to operate in accordance with the Documentation during the Warranty Period and Licensor is unable to correct the defect, Licensor’s sole and exclusive liability and Your sole and exclusive remedy shall be a refund of the license fees, if any, paid by You for the Software. All claims must be raised within the Warranty Period. The foregoing limited warranty will not apply to Evaluation Licenses or Free and Community Edition Licenses, that are always provided “as is”, or if failure of the Software is the result of damage or misuse You caused. In the event a reported problem with the Software is Your fault, You agree to reimburse Licensor for its correction efforts in accordance with its then standard rates.

12.2 For any Evaluation Licenses and Free and Community Edition Licenses in no event will Licensor be liable for any damages, for any claim or cause for any damages of any kind, including, without limitation, any direct, indirect, special, incidental, exemplary, statutory, punitive or consequential damages (including, without limitation, loss of profits, loss of use or data, damage to systems or equipment or business interruption). You are not entitled to any defense, indemnification, or warranty protection for licenses granted pursuant to Section 12.1.

12.3 EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 12.1, THE SOFTWARE AND MAINTENANCE ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY THAT THE SOFTWARE IS FREE OF DEFECTS, WILL BE UNINTERRUPTED, IS MERCHANTABLE, OR FIT FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY LICENSOR DISTRIBUTORS OR RESELLERS, SHALL CREATE ANY WARRANTY IN ADDITION TO, OR IN ANY WAY INCREASE THE SCOPE OF, THIS LIMITED WARRANTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL USE OF THE ASSISTANT BY YOU OR ANY OF YOUR PERSONNEL SHALL BE AT YOUR SOLE RISK.

12.4 IN NO EVENT WILL LICENSOR OR ANY OF ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, STATUTORY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE OR DATA, DAMAGE TO SYSTEMS OR EQUIPMENT, BUSINESS INTERRUPTION OR COST OF COVER) IN CONNECTION WITH OR ARISING OUT OF THE DELIVERY, PERFORMANCE OR USE OF THE SOFTWARE (INCLUDING THE ASSISTANT) OR ANY OTHER MATERIALS OR MAINTENANCE PROVIDED BY LICENSOR UNDER THIS EULA, WHETHER ALLEGED AS A BREACH OF CONTRACT CLAIM OR AS ANOTHER TYPE OF CLAIM, INCLUDING, WITHOUT LIMITATION, CLAIMS FOR UNJUST ENRICHMENT, UNFAIR COMPETITION OR BUSINESS PRACTICES, OR OTHER TORTIOUS CONDUCT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S MAXIMUM AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS EULA, INCLUDING, WITHOUT LIMITATION, YOUR USE OF THE SOFTWARE (INCLUDING THE ASSISTANT) OR ANY OTHER MATERIALS OR MAINTENANCE PROVIDED BY LICENSOR UNDER THIS EULA, AND LICENSOR’S RELATIONSHIP WITH YOU SHALL NOT, IN ANY EVENT, EXCEED THE FEES PAID BY YOU TO LICENSOR FOR THE SOFTWARE DURING THE ONE (1) YEAR PERIOD PRIOR TO THE DATE THE APPLICABLE CAUSE OF ACTION AROSE.

12.5 NO ACTION ARISING OUT OF ANY BREACH OR CLAIMED BREACH OF THIS EULA OR TRANSACTIONS CONTEMPLATED BY THIS EULA MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED. FOR PURPOSES OF THIS EULA, A CAUSE OF ACTION SHALL BE DEEMED TO HAVE ACCRUED WHEN A PARTY KNEW OR REASONABLY SHOULD HAVE KNOWN OF THE BREACH OR CLAIMED BREACH.

The Software licensed under this EULA is “commercial computer software” as that term is described in DFAR 252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S. Government acquires the Software and/or Documentation subject to the terms of this EULA as specified in 48 C.F.R. 12.212 (Computer Software) and 12.211 (Technical Data) of the Federal Acquisition Regulations (“FAR”) and its successors. If acquired by or on behalf of any agency within the Department of Defense (“DOD”), the U.S. Government acquires the Software and Documentation subject to the terms of this EULA as specified in 48 C.F.R. 227.7202 of the DOD FAR Supplement and its successors.

This EULA, together with the terms, policies and information referenced or to which a link has been provided herein, sets forth Licensor’s entire obligation and Your exclusive rights as to the Software and Maintenance, and supersedes any conflicting terms of any purchase order and any other communication regarding the same. No failure of either party to exercise or enforce any of its rights hereunder will act as a waiver. If any provision of this EULA is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this EULA will not be affected. You may not assign or transfer this EULA, in whole or in part, including by way of merger, consolidation, a sale of assets, or a similar transaction without notifying Licensor and providing evidence that the rights and obligations of this EULA have been legally transferred and assumed by the assignee. Licensor may assign and delegate this EULA without restriction. Subject to the foregoing, this EULA is binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.

The Licensor of the Software licensed under this EULA shall be determined as follows:

15.1 For all Software except those mentioned in Section 15.2, Licensor shall be Veeam Software Group GmbH, a company organized under the laws of Switzerland.

15.2 For “Veeam Kasten for Kubernetes”, Licensor shall be Kasten Inc., a corporation organized under the laws of the State of Delaware, USA.

16.1 If You license the Software from Veeam Software Group GmbH, this EULA is governed by the laws of Switzerland, without regard to its conflict of law principles and excluding the U.N. Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. You agree that the Canton of Zug, Switzerland, will be the exclusive jurisdiction for any claim or dispute arising out of or in connection with this EULA.

16.2 If You license the Software from Kasten Inc., this EULA is governed by the laws of the State of New York, USA, without regard to its conflict of law principles and excluding the U.N. Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. You agree that the federal or state courts located in New York County, New York, USA, will be the exclusive jurisdiction for any claim or dispute arising out of or in connection with this EULA.