Last updated: August 28, 2024
This end user license agreement (“EULA”) is a legal agreement between you (as an individual or entity, “You”) and the licensor defined in Section 15.0 (“Licensor”), which sets forth the rights and obligations governing software products defined in the licensing policy (“Software”), limited support services, and associated documentation (“Documentation”). By installing, using, or otherwise interacting with the Software or Documentation, delivering, or receiving services, You agree to be bound by the terms of this EULA. If You do not agree with the terms of this EULA, do not use or otherwise interact with the Software, Documentation, or services.
1.0 License Grant. 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.
2.0 Prohibited Use. 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.
3.0 Maintenance and Support. 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.
4.0 Technical Information Collection.
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.
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.
5.0 Personal Information. 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.
6.0 Intellectual Property Rights. 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).
7.0 Open Source Software. Licensor may include various open source software components 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.
8.0 Export Compliance. 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:
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.
9.0 Audit. 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.
10.0 AI-enabled Assistant. Some Software may contain an artificial intelligence-enabled assistant trained to provide You with information about how the Software functions and to answer questions You might have about this Software ("Assistant"). This feature relies on technology that is still developing, and it may produce unexpected or inaccurate output. By using the Assistant, You acknowledge that You are aware of and accept these risks. 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. Before using the Assistant, please review that documentation, and do not use the Assistant if You do not agree to those terms. 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 for Licensor to provide its services. Licensor will delete all stored input and output after 30 days from the store date. 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.
11.0 Indemnification. 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, (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, or (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, (5) You use 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. The aforementioned options are Your sole remedy under this provision.
12.0 Limited Warranty and Limitations of Liability.
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.
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 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 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.
13.0 United States Government Users. 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.
14.0 General. This EULA, together with the policies and information referenced 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.
15.0 Licensor Party. 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.
16.0 Governing Law and Jurisdiction.
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.
Veeam Data Cloud (“Services”) provides comprehensive data protection solutions that include but are not limited to, automated data backup, data restoration, and data archiving features. The platform operates on advanced cloud infrastructure technology designed to ensure data integrity, security, and quick accessibility for business continuity.
These Veeam Data Cloud terms are a legally binding agreement (“Agreement”) for the provision of Services between you (either as an individual or legal entity you represent, hereafter “Customer” or “You”) and Veeam VaaS Corporation (“Veeam”). You agree to be bound by these terms by clicking the “I Agree” button or by using the Services.
1. “Authorized User” means any of Customer’s employees, consultants, contractors, agents, customers, suppliers and any other third party that you authorize or permit to access or use the Services.
2. “You” or “you” means the person accepting this Agreement on behalf of Customer, and where You agree to specific rights, obligations, and restrictions, you agree to such rights, obligations, and restrictions on behalf of Customer, all of which shall be binding upon Customer.
3. “Documentation” means the user manuals, help files, technical manuals, and any other materials provided by or on behalf of Veeam that accompany the applicable Services, in printed, electronic, or other form, that describe the installation, operation, use, or technical specifications of the applicable Services.
4. An “Order” means an order form, online order, or other ordering document entered into by you with Veeam or a Reseller that references this Agreement or pursuant to which you are otherwise informed that this Agreement applies to your access to and use of the Services.
5. “Scope Limitations” means the limitations on Customer’s and Authorized Users’ use of the Services, as may be specified in the applicable Order, or as a result of changes you or Customer makes to the scope of your Subscription (as defined below) (e.g., the number of Azure virtual machines and data storage limitations).
6. “Services” means data storage services made available to You by Veeam as Azure Operator using the Microsoft Azure infrastructure solely for the storage of backup data generated by the Veeam Software licensed to You under the Veeam End User License Agreement. The storage service is meant for the retention of backups created by Veeam Data Platform and/or Veeam Backup & Replication for no less than 30 days in an immutable and encrypted state within the Azure Blob storage repository/repositories provided to You.
7. “Foundation Edition” means utilization of Azure Blob Cool tier locally redundant storage (LRS) in your country of choice as referenced in Appendix A, subject to limitations specified in Section 13 of this Agreement.
8. “Advanced Edition” means utilization of Azure Blob Cool tier zone-redundant storage (ZRS) in your Azure data center of choice as referenced in Appendix A, subject to limitations specified in Section 13 of this Agreement.
9. “Egress” means data and/or traffic exiting the boundaries of Microsoft Azure cloud infrastructure, including but not limited to data restoration, testing, and data retrieval.
10. Veeam provides access to the Services on a subscription basis, which may include, renewal payments, automatic renewal payments, and overages of storage utilization and/or egress (each a “Subscription”).
11. Subject to your compliance with this Agreement, Veeam hereby grants to you, during the Subscription Term (defined below), the right to access and use the Services in accordance with the Documentation for Customer’s internal business purposes under the terms and conditions of this Agreement and subject to the limitations stated in Section 9 below.
12. Except as otherwise expressly permitted in this Agreement, you are not allowed to:
13. The Services are subject to the following limitations:
14. You will be charged fees (the “Subscription Fee”) during the Initial Term (defined below) and each Renewal Term (defined below) based on the number of terabytes (TB) of storage for which you have purchased access rights during the Subscription Term and other Scope Limitations and associated fees that are applicable to your use of the Services. All fees are non-refundable and are payable in the currency specified on the Order.
15. The Services operate under a fixed license model, where only You may adjust storage capacity, measured in TB. Veeam will accept backup data exceeding the initially purchased TB capacity as specified in the original agreement. Veeam will notify You when utilization of the subscribed capacity reaches or exceeds 75%. Upon reaching 100% capacity or beyond, it is Your responsibility to procure additional capacity in 1TB increments for the remainder of the subscription to avoid overdue status. If capacity remains overdue, Veeam reserves the right to limit Your use of the Services to a read-only state, allowing You to restore and/or retrieve data while preventing the addition of new data to storage.
16. Veeam reserves the right to determine pricing for the Services. We encourage you to check our website periodically for current pricing information. Veeam may change the fees for the Services, or any feature included therein, including additional fees or charges, if Veeam gives you advance notice of changes before they apply. Veeam, at its sole discretion, may make promotional offers with different features and different pricing available to its customers, but if these promotional offers are not made directly to you, they will not apply to you or this Agreement.
17. You authorize Veeam to charge all sums for the Orders that you make and any level of Subscription you select as described in this Agreement or published by Veeam, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, Veeam may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
18. If you activate a Subscription by submitting an Order or otherwise indicate your agreement to activate or extend the term of a Subscription, you authorize Veeam to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums.
19. The “Subscription Billing Date” is the date when you purchase your first Subscription to the applicable Services. You will be charged on the Subscription Billing Date all applicable fees and taxes for the Initial Term or upcoming Renewal Term (as applicable). The Subscription will continue unless and until you cancel your Subscription, or we terminate it. You must cancel your Subscription before it renews in order to avoid us billing you for the next periodic Subscription Fee. We will bill the periodic Subscription Fee to the payment method you provide to us on the Order or during registration (or to a different payment method if you change your payment information).
20. Customers will select the desired region(s) for data storage at the time of purchase. Pricing may vary by macro region due to Azure's location-based pricing inconsistencies. It is imperative that customers select the SKU corresponding to the region where data will be stored, regardless of their production data's location, company headquarters, etc.
21. Credentials for the storage repository will be managed securely within the Veeam Data Cloud Vault web interface. They will not be transmitted via email or any other insecure method. These credentials will be incorporated by you into the object storage repository wizard within the Veeam Data Platform and/or Veeam Backup & Replication interface.
22. Through the Services, you may be able to specify certain Authorized Users as “Administrators,” who will have important rights and controls over your use of the Services and Authorized User accounts (“Accounts”). These rights may include the ability to (a) place Orders for additional storage, retrieval/egress, or other expansions of limits relating to applicable Scope Limitations, (b) renew or extend the Subscription Term, (c) create, de-provision, monitor or modify Accounts, (d) set Authorized User usage permissions; and/or (d) manage access to data by Authorized Users or others. Fees may increase automatically based on the number of then-current Covered Accounts or exceeding applicable Scope Limitations.
23. Administrators and/or Authorized Users for the Veeam Software may also take over management of backup and restore operations targeting the Services. You are responsible for whom you allow to become Administrators and/or Authorized Users and any actions they take, including as described above. You agree that our responsibilities do not extend to the internal management or administration of the Services for You.
24. If you place an Order through a Reseller, then you are responsible for determining whether the Reseller may serve as an Administrator and/or Authorized User and for any related rights or obligations in your applicable agreement with the Reseller. As between you and Veeam, you are solely responsible for any access, use, or other actions by Reseller to your Authorized User accounts or otherwise with respect to the Services.
25. Prior to providing access to the Services, you will provide all required disclosures to and will obtain and maintain all required consents from Authorized Users to allow: (a) Administrators to have the access described in this Agreement and our Privacy Notice located at https://www.veeam.com/privacy-notice.html (the “Privacy Notice”) and (b) Veeam’s provision of the Services to Administrators and Authorized Users. You will provide evidence of such consents upon our reasonable request.
26. The Services have various user onboarding flows. Some Services require Authorized Users to be designated by Administrators; some allow Authorized Users to sign up for individual Accounts which can become associated with teams or organizations at a later time; and some may allow Authorized Users to invite other Authorized Users. Pricing and functionality may vary according to the type of Authorized User.
27. You are responsible for understanding the settings and controls for the Services you use and for controlling whom you allow to become an Authorized User. If payment is required for Authorized Users to use or access the Services, then we are only required to provide the Services to those Authorized Users for whom you have paid the applicable fees, and only such Authorized Users are permitted to access and use the Services.
28. Some Services may allow you to designate different types of Authorized Users, in which case pricing and functionality may vary according to the type of Authorized User. You are responsible for compliance with this Agreement by all Authorized Users, including for any payment obligations.
29. You are responsible for the activities of all your Authorized Users, including Orders they may place and how Authorized Users access, use, share, disclose, transfer, or otherwise process User Data (defined below).
30. You must require that all Authorized Users keep their user IDs, passwords and Shared Key(s) for Azure Storage Authorization for the Services strictly confidential and do not share such information with any unauthorized person. You are responsible for any and all actions taken using Accounts and passwords, and you agree to immediately notify us of any unauthorized use of which you become aware. You must take all steps reasonably necessary to terminate the unauthorized use. You will, and will cause your Administrators and Authorized Users, to cooperate and assist with any actions taken by Veeam to prevent or terminate unauthorized use of the Services or Documentation.
31. During the Subscription Term, we will provide support for the Services in accordance with the applicable support terms available at https://www.veeam.com/support.html.
32. If you require support or experience a technical issue with the Service, you may contact our support team by logging a ticket at https://www.veeam.com/support.html.
33. Certain jurisdictions require specific contractual terms regarding the collection, maintenance, storage, or processing of personal data or personal information — as those terms as defined in the relevant laws. To the extent you operate in such a jurisdiction, we hereby incorporate by reference our Data Processing Addendum, located at https://www.veeam.com/company/policy/data-processing-addendum.html (the “Addendum”). The Addendum sets forth the terms of our relationship with respect to the processing of personal information or personal data on your behalf in those jurisdictions. To the extent there is any conflict between this Agreement and the Addendum with respect to the subject matter of the Addendum, the Addendum shall take precedence.
34. We implement and maintain technical and administrative security measures designed to protect User Data (defined below) from unauthorized access, destruction, use, modification, or disclosure.
35. We collect certain data and information about users, including Authorized Users, in connection with the provision of the Services. To the extent such data qualifies as personal information, we collect, use, share, disclose, transfer, and process all such data and information in accordance with the Privacy Policy.
36. As between you and Veeam, you retain all rights, titles, and interests in and to your data in the form submitted by or on behalf of Authorized Users to or via the Services (the “User Data”). Subject to this Agreement, you grant us and our affiliates a worldwide, limited term license to access, use, process, copy, distribute, perform, export, transfer, and display User Data solely for the purpose of providing the Services to you.
37. You and your use of the Services must comply at all times with this Agreement and all applicable laws and regulations.
38. You represent and warrant that:
39. All User Data must be encrypted at the source side using the Veeam Software prior to being uploaded to the Services. You acknowledge and agree that any failure to comply with this encryption requirement will expose the User Data to us, which may violate applicable law and create liability for us and you. Veeam reserves the right to audit compliance with this requirement. Accordingly, any such failure shall constitute a material breach of this Agreement for which we may immediately suspend or terminate this Agreement, in our sole discretion, without notice to you.
40. We are not responsible for any access to or use of User Data by third party providers, including data storage service providers, or their products or services, or for the security or privacy practices of any third-party provider or its products or services.
41. Where we think there has been unauthorized access to Azure Storage, we will use commercially reasonable efforts to notify you about what has happened. Depending on the nature of the unauthorized access, and the location of your affected data, you may be required to assess whether the unauthorized access must be reported to individuals and/or relevant authorities. You will be best placed to make any such decision, because you will have access to and the most knowledge about the personal data stored in your User Data. Note that if you or your Authorized Users cause such an incident, such as by improperly securing your account credentials, we may be unable to identify the unauthorized access, notify you about such access, or otherwise assist in determining the scope or nature of such access.
42. The Services automatically collect and transmit technical data about the performance or use of the Services (“Service Usage Data”). Service Usage Data is separate and distinct from the contents of any User Data. While using the Services Veeam may collect, generate, and derive Service Usage Data for our business purposes, including to: (a) track usage for billing purposes; (b) provide support for the Service; (c) monitor the performance and stability of the Service; (d) prevent or address technical issues with the Services; and (e) improve the Services and develop derivative and new products and services. You will not interfere with the collection of Service Usage Data. To the extent any Service Usage Data qualifies as personal data or personal information under applicable law, it is subject to Veeam’s Privacy Policy. As between you and Veeam, and to the fullest extent permitted under applicable law, Veeam owns all rights, title, and interest, including all intellectual property rights in and to all Service Usage Data, the know-how and analytical results generated in the processing of Service Usage Data, and any and all new products, services, and developments, modifications, customizations, or improvements to the Services based on or derived from the Service Usage Data.
45. You have an important part to play by keeping your Shared Keys secure, not letting any other person use them, and by making sure you have strong security on your own systems. If You realize there’s been any unauthorized use of your password or any breach of security to the Veeam Software and/or Azure Storage or email address linked to the Veeam Software and/or Azure Storage, you need to let us know immediately by lodging a new support ticket on our customer support portal at https://www.veeam.com/support.html.
46. Azure Storage made available to You via your subscription to the Services is configured to an immutable, Write Once Read Many (WORM) state by Veeam to protect Your data from overwrites and deletes. You are responsible for configuring and enabling immutability settings within policies and/or backup jobs created by the Veeam Software. Failure to appropriately configure and enable immutability settings in the Veeam Software is not Veeam’s responsibility and/or liability.
47. You are responsible for configuring and enabling encryption settings within policies and/or jobs created by the Veeam Software to prevent unauthorized access – including by Veeam – of data in-flight and at rest. Failure to appropriately configure and enable encryption settings in the Veeam Software is not Veeam’s responsibility and/or liability. You are responsible for keeping cryptographic keys that encode/decode backup data created by jobs/and or policies in the Veeam Software secure and are liable for any unauthorized access to data obtained by the sharing of these cryptographic keys.
48. We strive to maintain the availability of the Services 24 hours a day, 7 days a week. On occasion, we need to perform maintenance on the Services and the infrastructure through which we make them available, and this may require a period of downtime. We try to minimize any such downtime. Where planned maintenance is being undertaken, we’ll use commercially reasonable efforts to notify you in advance and select a day and time that will minimize the impact on our global subscribers.
49. You acknowledge and agree that you are solely responsible for obtaining and maintaining sufficient access to the internet in connection with your use of the Services. You further acknowledge and agree that internet, network, communications or other outages may impact your ability to access and use the Services and that we have no control over or responsibility for any of the foregoing.
50. Regardless of the cause of any downtime, access issues or any data loss with respect to your use of the Services, you acknowledge and agree that your only recourse in connection with any or all of the foregoing is to discontinue using the Services.
51. If you have a problem, please review our support articles that should help you with most situations. If you’ve tried our FAQ’s and still need help, you can contact our support by logging a support request at https://www.veeam.com/support.html.
52. We frequently release new updates, modifications and enhancements to the Services, and in some cases discontinue features. Where this occurs, we will endeavor to notify you where practical (for example, by email, on our blog, or within the Services when you log in).
53. You acknowledge and agree that Veeam may, in its sole discretion, with thirty (30) days prior notice, modify the features and functionality of the Services, including:
54. Subject to your compliance with this Agreement, unless earlier terminated, the initial length of your Subscription for a particular Service will be as agreed to in the applicable Order (the “Initial Term”). Your Subscription will automatically extend for successive terms of the same length as the Initial Term (or such other length of renewal period as stated on the Order) (each, a “Renewal Term” and the Initial Term, together with all Renewal Terms, if any, the “Subscription Term”). For example, if the length of the Initial Term is 30 days, the length of each Renewal Term will be 30 days. If the length of the Initial Term is 12 months, the length of each Renewal Term will be 12 months.
55. You may choose to terminate your Subscription at the end of the Initial Term or Renewal Term (as applicable) by providing no less than thirty (30) days’ written notice in advance by lodging a new support ticket on our customer support portal at https://www.veeam.com/support.html. You’ll still need to pay all relevant Subscription Fees up to and including for the day of termination. You may also choose to terminate your Subscription immediately if Veeam has materially breached the terms of this Agreement and has not remedied the breach within thirty (30) days of receiving notice from you describing the breach in reasonable detail. For more information, including on how to terminate your Subscription, please log a support ticket via https://www.veeam.com/support.html.
56. Veeam may choose to terminate your Subscription at any time by providing you with at least thirty (30) days’ written notice in advance. Veeam may also terminate or suspend your Subscription or access to all or any data immediately if:
57. No refund is due to you if you terminate your Subscription or Veeam terminates it in accordance with this Agreement.
58. Once a Subscription is terminated by you or us, User Data will no longer be available for you to access. We retain it for a period of thirty (30) days consistent with our data retention policy, during which, as a subscriber, you can reactivate your Subscription and once again access the User Data by paying the applicable then-current Subscription Fees. You can get in touch with us to have User Data removed completely if you wish or alternatively, we can provide a quote to download all your backed-up data into local storage files. Please contact support at https://www.veeam.com/support.html to request a quote for the provision of backup data to local files.
59. You warrant and undertake that you shall reasonably assist Veeam in the investigation of any fraudulent use or other misuse of the Services.
60. Any and all commitments, indemnities and other terms and conditions offered by Veeam with respect to use of the Services are made directly by Veeam to you in accordance with this Agreement and do not extend to a Reseller. You warrant that you are responsible for any harmful materials introduced by your Administrators or Authorized Users through use of the Services.
61. ALL SERVICES, DOCUMENTATION, SUPPORT OR ANY OTHER SERVICE, ASSISTANCE OR MATERIALS PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS WELL AS ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
62. WE DO NOT WARRANT THAT THE SERVICES WILL SATISFY YOUR REQUIREMENTS, ARE WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED.
63. Veeam provides no warranty on the delivery of any future functionality or modification or features or dependent on any oral or written public comments we make regarding future functionality or modification or features. You agree that your purchases are not contingent on any future functionality or features of the Services.
64. IN SOME JURISDICTIONS, THERE MAY BE NON-EXCLUDABLE WARRANTIES, GUARANTEES OR OTHER RIGHTS PROVIDED BY LAW (“NON-EXCLUDABLE GUARANTEES”). THEY STILL APPLY – THIS AGREEMENT DOES NOT EXCLUDE, RESTRICT OR MODIFY THEM. EXCEPT FOR NON-EXCLUDABLE GUARANTEES AND OTHER RIGHTS YOU HAVE THAT WE CANNOT EXCLUDE, WE’RE BOUND ONLY BY THE EXPRESS PROMISES MADE IN THIS AGREEMENT.
65. OUR LIABILITY FOR BREACH OF A NON-EXCLUDABLE GUARANTEE IS LIMITED, AT OUR OPTION, TO EITHER REPLACING OR PAYING THE COST OF REPLACING THE RELEVANT SERVICES (UNLESS THE NON-EXCLUDABLE GUARANTEE SAYS OTHERWISE).
66. You indemnify us, each other Veeam Entity (defined below) and each of its and our officers, directors, employees, and agents from and against all losses, costs (including legal costs), expenses, demands or liability that we incur arising out of, or in connection with, a third-party claim against us in relation to your use of the Services or any third-party product or any breach of this Agreement.
67. Notwithstanding any other provision of this Agreement, except with the express prior written consent of Veeam, you shall not:
settle or compromise any cause of action, suit or other proceeding if the settlement or compromise obliges any Veeam Entity to make any payment or bear any liability or be subject to any injunction or other interim measures by reason of such settlement or compromise;
assume any obligation or grant any rights or licenses on behalf of any Veeam Entity; or
make any statement at any time admitting liability for or on behalf of any Veeam Entity.
68. OTHER THAN LIABILITY THAT CAN’T BE EXCLUDED OR LIMITED BY LAW OR WHICH ARISES FROM OUR FRAUD, GROSS NEGLIGENCE OR WILFUL MISCONDUCT, VEEAM’S LIABILITY TO YOU IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, IS LIMITED AS FOLLOWS:
69. VEEAM DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCTS OR THE SERVICES (WHETHER SUPPORT, AVAILABILITY, SECURITY OR OTHERWISE), INCLUDING DATA STORAGE SERVICE PROVIDERS, OR FOR THE ACTS OR OMISSIONS OF ANY THIRD-PARTY PROVIDERS OR VENDORS.
70. YOU UNDERSTAND THAT USE OF THE SERVICES NECESSARILY INVOLVES TRANSMISSION OF USER DATA AND OTHER DATA OVER NETWORKS THAT WE DO NOT OWN, OPERATE OR CONTROL, AND WE ARE NOT RESPONSIBLE FOR ANY USER DATA OR OTHER DATA LOST, ALTERED, INTERCEPTED OR STORED ACROSS SUCH NETWORKS.
71. VEEAM DOES NOT GUARANTEE THAT THE SERVICES OR OUR SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF USER DATA OR OTHER DATA WILL ALWAYS BE SECURE OR THAT UNAUTHORIZED THIRD PARTIES WILL NOT BE ABLE TO DEFEAT OUR SECURITY MEASURES OR THOSE OF OUR THIRD-PARTY SERVICE PROVIDERS.
72. VEEAM WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS OR ANY OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL.
74. As between the parties, Veeam retains all rights, title and interest in and to its patents, patent applications, patent disclosures, inventions and improvements (whether patentable or not), trademarks (and similar rights), copyrights and copyrightable works (including computer programs) and registrations and applications therefor, including any rights in software, firmware, or source code, trade secrets, know-how, database rights, drawings, embodiments of any of the foregoing and all other forms of intellectual property recognized in any jurisdiction (collectively, “Intellectual Property”).
75. Any and all updates, derivative works, changes, enhancements, updates, upgrades or other modifications of or to any Intellectual Property related to the Services or Intellectual Property incorporating any of Veeam’s confidential or proprietary information will be owned solely and exclusively by Veeam and you hereby irrevocably assign to Veeam all right, title, and interest in and to all of the foregoing, including all Intellectual Property rights included or embodied therein.
76. If you provide any feedback, comments, suggestions, ideas, description of processes, or other information to Veeam about or in connection with the Services or any Veeam program, including, without limitation, any ideas, concepts, know-how or techniques contained therein (collectively, “Feedback”), then you hereby grant Veeam a worldwide, fully paid-up, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify and otherwise exploit the Feedback for any purpose, without any compensation to you or any restriction or obligation on account of intellectual property rights or otherwise. For clarity, no Feedback will be deemed your Confidential Information, and notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement limits Veeam’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
77. We aren’t liable to you for any failure or delay in the performance of any of our obligations under this Agreement arising out of any event or circumstance beyond our reasonable control.
78. Any notice you send to Veeam must be sent to VDC.customersuccess@veeam.com, in addition to any other addressee expressly set forth in this Agreement with respect to the subject matter of such notice. Notices or questions related to our processing of personal information, or the terms of the Data Protection should also be sent to privacy@veeam.com. Any notices we send to you will be sent to the email address you’ve provided us (or the Reseller) through your Subscription.
79. You must not use the Services in violation of any export or trade embargo laws that apply to you.
80. We may block your access, terminate your Subscription, or refuse to process a payment if we reasonably believe there’s a risk – like a potential breach of a law or regulation – associated with you, your company, your Subscription, or a payment. Examples of where we might do this include transactions where the payment is from a sanctioned person or country; or where we reasonably believe there is a legal or regulatory risk, or a risk of loss being suffered by us or our customers or partners. You represent and warrant that You’re not i) listed in any sanctions-related list of designated persons maintained by the U.S. Department of Treasury’s Office of Foreign Asset Controls, 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; (ii) organized under the laws of or resident in a country or region which is itself the subject of any sanctions (presently, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the Donetsk People’s Republic region of Ukraine, and the Luhansk People’s Republic region of Ukraine), or (iii) owned or controlled by any person or persons specified in (i) or (ii). We may also block you or Authorized Users if you or the applicable Authorized Users are in or from a country from which we can’t receive payments. We may take any of these actions at our own discretion and without prior notice.
81. Nothing in this Agreement is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and us, or between you and any other subscriber or invited user. You’re solely responsible for resolving disputes between you and any other subscriber.
82. Veeam may assign this Agreement – or any of our rights or obligations in this Agreement – to another Veeam Entity as it deems appropriate. “Veeam Entities” are the companies controlled by or under common control with Veeam Software Corporation, whether in existence now or in the future. As used herein, “control” shall mean the power to direct or cause the direction of the management and policies of an entity. You may not assign or transfer to any party, or charge or sub-contract your rights or obligations under this Agreement without Veeam’s express prior written consent.
83. Veeam may amend or update this Agreement at any time by posting an amended or updated version of this Agreement on its website or otherwise make such amended or updated Agreement available to you. Any amended or updated versions of this Agreement will identify the effective date of such amended or updated Agreement, and we encourage you check for amendments and updates often. If you do not agree to any amended or updated version of this Agreement, your only recourse shall be to terminate this Agreement by providing Veeam with written notice of termination, specifying the reason therefor. In no event will you be entitled to any refund or credits with respect to any prepaid amounts in connection with any such termination.
84. In the event any provision in this Agreement is determined to be illegal, invalid or unenforceable, in whole or in part, such provision or part of it shall, to the extent it is illegal, invalid or unenforceable, be deemed not to form part of the Agreement and the legality, validity and enforceability of the remainder of the Agreement shall not be affected.
85. Words like ‘include’ and ‘including’ are not words of limitation and where anything is within our discretion, we mean our sole discretion. In this Agreement, unless the context otherwise requires:
86. This Agreement, together with any Order, the DPA, the Privacy Policy and any additional terms referenced in any of the foregoing, in each case of all of the foregoing, as may be amended by Veeam from time to time, constitutes the entire agreement between the parties and supersedes all previous and contemporaneous agreements, understandings and arrangements with respect to the subject matter hereof, whether oral or written. Customer agrees that any varying or additional terms contained in any purchase order or other written notification, or document issued by Customer in relation to the Services in any respect shall be of no effect and all such terms or conditions shall be null and void. Customer acknowledges and agrees that Customer’s agreement hereunder is not contingent upon the delivery of any future functionality or features not specified herein or dependent upon any oral or written, public or private comments made by Veeam with respect to future functionality or features for the Services.
Appendix A
| Availability | ||||
| Group | Country | Region | Foundation | Advanced |
|
Core Regions |
United States | Central US | ||
| East US 2 | ||||
| South Central US | ||||
| West US 2 | ||||
| Germany | Germany West Central | |||
| Ireland | North Europe | |||
| Netherlands | West Europe | |||
| France | France Central | |||
| Italy | Italy North | |||
| United Kingdom |
UK South | |||
| Switzerland | Switzerland North | * | ||
| Canada | Canada Central | |||
| Australia | Australia East | |||
| Singapore | Southeast Asia | |||
| Hong Kong | East Asia | |||
| India | India Central | |||
| Israel | Israel Central | * | ||
| Non-Core Regions | United States | East US | ||
| North Central US | * | |||
| West US | * | |||
| Australia | Australia Southeast | * | ||
| Brazil | Brazil South | |||
| United Arab Emirates | UAE North | * | ||
1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with either party hereto. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the economic interests of the subject entity.
1.2 “Authorized Users” means individual employees or contractors of Customer who are authorized by Customer to access and use the Services and who are registered by Customer with Veeam as an authorized user of the Services.
1.3 “Customer” or “You" means an individual or entity entering into this Agreement with Veeam.
1.4 “Customer Data” means Customer’s data that is input, processed, maintained, stored or transmitted by, in or through the Services. As set forth in more detail in the relevant Statement of Work, to the extent any Customer Data includes Personal Data, as that term is defined in applicable laws, either Customer or Veeam may be the “data controller” or “business” with respect to such Customer Data, depending on the specific activities and purposes for which Customer Data is being processed.
1.5 “Customer POC Data” means personal data of Customer employees, contractors, or direcetors which You provide Veeam to enable Veeam’s administration of this Agreement and the provision of the Services set forth in the Statement of Work. Veeam is always a “data controller” or “business”, as those terms are used in relevant laws and regulations, with respect to such Data, and its collection, processing, disclosure, and use of such Data is set forth in Veeam’s Privacy Policy, available at https://www.veeam.com/legal/privacy-notice.html, which Veeam may update from time to time.
1.6 “Documentation” means Veeam’s user guides and other end user documentation for the Services, as may be made available by Veeam to Customer on Veeam’s website. Documentation may be updated from time to time upon Veeam’s sole discretion; Customer agrees that it will monitor Veeam’s website for relevant updates to Documentation.
1.7 “Services” means the services purchased by Customer and provided by Veeam, as specified in the relevant Statement of Work.
1.8 “Statement of Work” (“SOW”) means a document that describes Services purchased by Customer and provided by Veeam under this Agreement.
1.9 “Veeam Technology” means all computer hardware, software, equipment, data, models, analytics, algorithms, processes, formulae and any other technology, content, materials or proprietary information used by Veeam to perform the Services.
1.10 “Deliverables” means the outcome of the Services provided by Veeam to You in accordance with a Statement of Work.
2.1 Orders. A legally binding agreement between Customer and Veeam will only be established upon the execution of a SOW that details the specific services to be performed by Veeam. Customer may place orders in any manner, but only an executed SOW constitutes a mutual legally binding agreement.
2.2 Grant of Use. Veeam grants to Customer and its Authorized Users a limited, non-sublicensable, non-exclusive, non-transferable right during the Term to use the Deliverables resulting from services in accordance with the Documentation, solely for Customer’s internal business purposes..
2.3 Customer’s Obligations. Customer shall designate in writing one of its employees as its principal contact for communicating with Veeam, and shall provide all Customer POC Data as may be necessary for Veeam to provide the Services. Customer is responsible for acquiring and maintaining technology and procedures for maintaining the security of its link to the Services via the Internet. Customer shall be responsible for all use of the Services by Authorized Users. Customer shall use the Services in compliance with applicable laws and shall not: (i) copy, rent, sell, lease, distribute, pledge, assign, or otherwise transfer, or encumber rights to the Services, or any part thereof, or make it available to anyone other than its Authorized Users and Affiliates; (ii) fraudulently use the Services; (iii) process or permit to be processed the data of any third party, except as may be expressly authorized in this Agreement or in writing by Veeam; (iv) send or store viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs through, in or to the Services; (v) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Services or the data contained therein; (vi) modify, copy, decompile, disassemble or create derivative works from, or otherwise attempt to derive the source code of, the Services, or any portion thereof; (vii) access, alter, or destroy any data or information of Veeam or any other customer of Veeam by any means or device, or attempt or permit any other person to do any of the foregoing; (viii) access the Services for the purpose of building a competitive product or service or copying its features or user interface; or (ix) delete, alter, add to or fail to reproduce in and on the Services the name of Veeam and any copyright or other notices appearing in or on the Services or which may be required by Veeam at any time.
Any use of the Services in breach of this Agreement, the Documentation or the SOW by Customer or Authorized Users that in Veeam’s judgment threatens the security, integrity or availability of the Services, in whole or in part, may result in Veeam immediately suspending Customer’s and its Authorized Users’ access to or use of the Services.
2.4 Subcontractors. Veeam may, in its sole discretion, use subcontractors to perform or provide the Services, in whole or in part, and shall be responsible for the acts and omission of its subcontractors.
5.1 Customer Data. Customer owns the Customer Data and hereby grants to Veeam, its Affiliates, and applicable contractors a worldwide, non-exclusive license to use, process, host, collect, copy, store, transmit, display, modify and create derivative works of the Customer Data: (a) as reasonably necessary for Veeam to provide the Services in accordance with this Agreement and (b) to analyze the use of and make improvements to the Services and develop new services and models, including through machine learning. Subject to the rights and licenses granted in this Section 5.1, Veeam acquires no right, title or interest from Customer in or to any Customer Data. Unless otherwise agreed in writing by the parties, Customer shall be responsible for the accuracy, quality and legality of Customer Data and the means by which Customer acquired Customer Data.
5.2 Veeam Ownership of the Services and Veeam Technology. Except for the rights expressly granted under this Agreement, Veeam and its licensors retain all right, title, and interest in and to the Services, Documentation, Deliverables and the Veeam Technology, including all intellectual property rights embodied therein. For the avoidance of doubt, nothing herein shall be construed as prohibiting Veeam from utilizing or disclosing Customer Data in an anonymized and aggregated form to optimize or improve the Services or otherwise operate Veeam’s business.
5.3 Third Party Data. The Services may utilize confidential and proprietary Veeam or third party data howsoever compiled, and all such data is owned by Veeam or the applicable third party source or vendor. Neither Veeam nor its third party data sources make any representations or warranties regarding any such data, which may not be accurate, complete, or up to date, and are subject to change from time to time, and neither Veeam nor its thiurd party sources assume any responsibility for the accuracy, completeness, or currency of the data.
5.4 Feedback. Veeam shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services or otherwise utilize any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or its Authorized Users relating to the features, functionality or operation of the Services or Deliverables (collectively, “Feedback”). Veeam shall have no obligation to use Feedback, and Customer shall have no obligation to provide Feedback.
6.1 Fees. The parties acknowledge and agree that the Services are procured via the Veeam channel. Therefore, all pricing and payment terms and related invoicing are between You and Your selected Veeam partner, except as may be set forth in a specific Statement of Work.
6.2 Taxes. Fees do not include any local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). Customer shall be permitted to deduct and withhold from the purchase price all taxes that Customer may be required to deduct and withhold under local tax laws. To the extent that amounts are withheld, amounts withheld by Customer shall be remitted to the local tax authority and receipts will be provided to the seller. To the extent that Customer becomes aware of any withholding taxes applicable to the payment of the purchase price, Customer shall provide prompt notice to the sellers of the amount of such tax and the reason for such withholding. The parties will make reasonable efforts to minimize withholding taxes on the payments referenced in this agreement. Customer is responsible for paying all Taxes associated with its purchases hereunder (excluding taxes based on Veeam’s net income or property) unless Customer provides Veeam with a valid resale certificate authorized by the appropriate taxing authority.
7.1 Veeam Warranties. Veeam warrants that: (i) Veeam shall use reasonable endeavors to provide Services and, if applicable, deliver the Deliverables to You, in accordance with a Statement of Work in all material respects and (ii) Veeam will employ then-current, industry-standard measures to test the Services, as appropriate, to detect and remediate viruses, Trojan horses, worms, logic bombs, or other harmful code or programs designed to negatively impact the operation or performance of the Services. As Customer’s exclusive remedy and Veeam’s entire liability for a breach of the warranties set forth in this Section 7.1, Veeam shall use commercially reasonable efforts to correct the non-conforming Services at no additional charge to Customer, and in the event Veeam fails to successfully correct the Services within a reasonable time of receipt of written notice from Customer detailing the breach, then Customer shall be entitled to terminate the applicable Services and get pro-rated refund, but only for the non-conforming Services under a specific SOW. The remedies set forth in this subsection shall be Customer’s sole remedy and Veeam’s sole liability for breach of these warranties. The warranties set forth in this Section shall apply only if the applicable Services have been utilized in accordance with the Documentation, this Agreement and applicable law.
7.2 Customer Warranties. Customer represents and warrants that (i) the performance of its obligations and use of the Services (by Customer, its Affiliates and Authorized Users) will not violate any applicable laws or regulations, (ii) it will not cause a breach of any agreements with any third parties or unreasonably interfere with the use by other Veeam customers of the Services, and (iii) the information it, its Affiliates and/or Authorized Users transmit with respect to the Services complies with all applicable laws and regulations, whether now in existence or hereafter enacted and in force. Customer acknowledges that Veeam does not monitor the content of the information passing through the Services. In the event of any breach by Customer of any of the foregoing representations or warranties, in addition to any other remedies available at law or in equity, Veeam will have the right to suspend immediately any Services if deemed reasonably necessary by Veeam to prevent any harm to Veeam, the Services, any other services, its other customers or its business. Veeam will provide notice to Customer and an opportunity to cure, if practicable, depending on the nature of the breach. Once cured, including the reimbursement of any damages or liability caused by any such breach, Veeam will promptly restore the Services.
7.3 Disclaimers.
a) EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH UNDER SECTION 7.1, VEEAM AND ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICES OR OTHER SUBJECT MATTER OF THIS AGREEMENT INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR TITLE. CUSTOMER ACKNOWLEDGES AND AGREES THAT IT IS NOT RELYING AND HAS NOT RELIED ON ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS AGREEMENT, EXPRESS OR IMPLIED, EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH UNDER SECTION 7.1. VEEAM MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR REGARDING ANY NON-VEEAM APPLICATION WITH WHICH THE SERVICES MAY INTEROPERATE.
b) Veeam does not and cannot control the flow of data to or from the Services and other portions of the Internet. Such flow of data depends on the performance of Internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt Customer’s connections to the Internet (or portions thereof) and/or the Services. Although Veeam will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, Veeam cannot guarantee that such events will not occur. VEEAM DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES.
8.1. IN NO EVENT WILL VEEAM OR ITS THIRD PARTY LICENSORS BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR ANY TERMS OR CONDITIONS RELATED HERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR ERRORS OR INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF DATA, (B) FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, RIGHTS, OR TECHNOLOGY, (C) FOR ANY LOST PROFITS OR REVENUES, OR (D) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SIMILAR DAMAGES, WHETHER OR NOT VEEAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
8.2. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF VEEAM OR ANY OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES UNDER THE SPECIFIC SOW AND FOR THE SPECIFIC SERVICES UNDER WHICH THE LIABILITY AROSE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST INCIDENT FROM WHICH SUCH LIABILITY AROSE. THE FOREGOING LIMITATION SHALL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
9.1. Veeam Indemnification Obligation. Subject to Section 9.3, Veeam will indemnify and defend Customer, its Affiliates and its and their respective officers, directors, employees and agents (“Customer Indemnitees”) from any and all claims, demands, suits or proceedings (“Claims”) brought against any Customer Indemnitee by a third party alleging that the Services or Deliverables, as provided by Veeam to Customer or any of its Affiliates under this Agreement infringe any patent, copyright, or trademark or misappropriate any trade secret of any third party (each, an “Infringement Claim”). Veeam will indemnify Customer Indemnitees for all damages, costs and reasonable attorneys’ fees finally awarded by a court of competent jurisdiction or paid to a third party in accordance with a settlement agreement signed by Veeam, in connection with an Infringement Claim. In the event of any such Infringement Claim or if Veeam believes that the Services or any Veeam Technology may become the subject of a claim of intellectual property infringement or misappropriation, Veeam may, at its sole option and expense: (i) obtain the right to permit Customer and its Affiliates, as applicable, to continue using the Services, (ii) modify or replace the relevant portion(s) of the Services with a non-infringing or non-misappropriating alternative within a reasonable period of time, or (iii) terminate this Agreement as to the infringing Services and make a pro-refund to Customer or its Affiliates, as applicable, for the Services. Notwithstanding the foregoing, Veeam will have no liability for any Infringement Claim of any kind to the extent that it results from: (1) modifications to the Services made by a person or entity other than Veeam, (2) the combination of the Services with other products, processes or technologies not provided by Veeam (where the infringement would have been avoided but for such combination), or (3) any Customer Indemnitee’s use of the Services other than in accordance with the Documentation and this Agreement. The indemnification obligations set forth in this Section 9.1 are Veeam’s sole and exclusive obligations, and Customer Indemnitee’s sole and exclusive remedies, with respect to infringement or misappropriation of third party intellectual property rights of any kind.
9.2. Customer Indemnification Obligation. Subject to Section 9.3, Customer will indemnify and defend Veeam, its Affiliates and its and their respective officers, directors, employees and agents (“Veeam Indemnitees”) from any and all Claims brought against any Veeam Indemnitee by a third party (i) based on Customer’s use of the Services other than in accordance with the Documentation and this Agreement or (ii) any allegation of violation of a third party’s rights arising from Customer’s provision and processing of the Customer Data, including its disclosure of Customer Data to Veeam. Customer will indemnify Veeam Indemnitees for all damages, costs, reasonable attorneys’ fees finally awarded by a court of competent jurisdiction, or paid to a third party in accordance with a settlement agreement signed by Customer.
9.3. Indemnity Requirements. The party seeking indemnity under this Section 9 (“Indemnitee”) must give the other party (“Indemnitor”) the following: (a) prompt written notice of any Claim for which the Indemnitee intends to seek indemnity, (b) all cooperation and assistance reasonably requested by the Indemnitor in the defense of the Claim, at the Indemnitor’s sole expense, and (c) sole control over the defense and settlement of the Claim, provided that the Indemnitee may participate in the defense of the claim at its sole expense and the Indemnitor may not settle any Claim without the Indemnitee’s prior written consent if such settlement includes an admission of wrongdoing on the part of any Indemnitee or any payment obligation on any Indemnitee that is not fulfilled in its entirety by the Indemnitor.
11.1 Term. This Agreement is effective during all active and open SOW or SOWs executed between parties and shall continue unless terminated as set forth below.
11.2 Termination. Either party may terminate this Agreement by written notice to the other party in the event that (a) such other party materially breaches this Agreement and does not cure such breach within thirty (30) days of such notice, or (b) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Notwithstanding the foregoing, in the event Customer breaches any restrictions or limitations on its right to access or use the Services or any of its confidentiality or payment obligations hereunder, Veeam may immediately suspend Customer’s right and ability to access or use the Services without notice and/or terminate this Agreement with immediate effect on notice to Customer.
11.3 Retrieval of Customer Data. Upon request by Customer at any time during the Term and for a period of thirty (30) days thereafter, Veeam will make available to Customer, at no cost, for download a file of Customer Data. If Customer has not made such a request and retrieved its Customer Data within thirty (30) days after the termination of this Agreement, Veeam shall have no obligation to maintain or provide any Customer Data and shall, unless legally prohibited, be entitled to delete all Customer Data; provided, however, that Veeam will not be required to remove copies of the Customer Data from its backup media and servers until such time as the backup copies are scheduled to be deleted in the normal course of Veeam’s business; provided further that in all cases Veeam will continue to protect the Customer Data in accordance with its obligations under this Agreement.
11.4 Effect of Termination. Upon termination of this Agreement for any reason, all rights and subscriptions granted to Customer will immediately terminate and Customer will cease using the Services and Veeam’s Confidential Information. Termination of this Agreement will not affect any open and active SOW. Termination for any reason, other than termination for cause by Customer pursuant to Section 11.2(i) or termination by Veeam for end of life pursuant to Section 11.2, shall not relieve Customer of the obligation to pay all future amounts due under all SOWs. The sections titled “Definitions,” “Confidentiality,” “Data Ownership and Feedback,” “Fees, Expenses and Taxes,” “Warranty Disclaimer,” “Limitation of Liability,” “Indemnification,” “Term, Termination, and Effect of Termination,” and “General” shall survive any termination of this Agreement.
12.1 Assignment. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by Customer without Veeam’s prior written consent. Notwithstanding the foregoing, Customer may assign this Agreement in its entirety (including all SOWs), upon notice and without the consent of Veeam, to its successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that all fees owed and due have been paid and Customer is not otherwise in breach of this Agreement. Veeam may assign this Agreement upon written notice to Customer.
12.2 Negotiation Between Executives. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives of the parties. If the executives are unable to reach a mutually acceptable resolution within thirty (30) days after one party gives the other party written notice of the dispute, then the parties will subject themselves to the mediation procedures set forth below, at the request of either party, before seeking any other means of resolving the dispute.
12.3 Controlling Law, Attorneys’ Fees and Severability. This Agreement and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. Subject to Section 12.2 and Section 12.6, with respect to all disputes arising out of or related to this Agreement, the parties consent to exclusive jurisdiction and venue in the state and Federal courts located in New York County, New York, USA. In any action to enforce this Agreement the prevailing party will be entitled to costs and attorneys’ fees. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
12.4 Notices. All legal notices hereunder shall be in writing and given upon (i) personal delivery, in which case notice shall be deemed given on the day of such hand delivery, (ii) by overnight courier, in which case notice shall be deemed given one (1) business day after deposit with a recognized courier for U.S. deliveries (or three (3) business days for international deliveries), or (iii) by email, in which case notice will be deemed given upon confirmation of receipt, in each case, to the address of the party set forth in the preamble to this Agreement (or, with respect to notices sent by email, to the email address of the party set forth on the applicable SOW) and addressed to the signatory for such party to this Agreement or to such other address and/or signatory specified in a notice provided under this Section 12.3.
12.5 Force Majeure. If the performance of this Agreement or any obligation hereunder (other than obligations of payment) is prevented or restricted by reasons beyond the reasonable control of a party, including computer related attacks, hacking, pandemics or other public health emergencies (whether or not declared), changes in applicable law, acts of governmental authorities, acts of God or acts of terrorism (each, a “Force Majeure Event”), the party so affected shall be excused from such performance and liability to the extent of such prevention or restriction but shall be obligated to use its commercially reasonable efforts to mitigate and remove any such Force Majeure Event and recommence performance hereunder as soon as reasonably practicable.
12.6 Equitable Relief. Either party is entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it, without the requirement of posting a bond in the event that the other party breaches its obligations hereunder..
12.7 Independent Contractors. The parties shall be independent contractors under this Agreement, and nothing herein shall constitute either party as the employer, employee, agent, or representative of the other party, or both parties as joint venturers or partners for any purpose. Except as expressly set forth in Section 9 with respect to Customer Indemnitees and Veeam Indemnitees, there are no third-party beneficiaries under this Agreement.
12.8 Export Compliance. The Services and/or the Deliverables may be subject to export or import regulations in various countries, including, but not limited to, U.S. and E.U. export control laws, as well as U.S., E.U., U.K., and U.N. sanctions (“Export Regulations”). You must comply with all Export Regulations and agree to be solely responsible for determining whether you may export, re-export, or import the Services and/or the Deliverables in compliance with legal requirements. Further, You confirm that You will not use the Services and/or the Deliverables for any prohibited purposes under Export Regulations. By using the Services and/or the Deliverables, You confirm that You are not (i) 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 relevant governmental authority; (ii) organized under the laws of, or residing in, a country or region that is itself subject to any sanctions; or (iii) owned or controlled, directly or indirectly, individually or in the aggregate, by any person or persons specified in (i) or (ii).
12.9 Government End User. If Customer is a U.S. government entity or if this Agreement otherwise becomes subject to the Federal Acquisition Regulations (FAR), Customer acknowledges that elements of the Services constitute software and documentation and are provided as “Commercial Items” as defined in 48 C.F.R. 2.101 and are being licensed to U.S. government users as commercial computer software subject to restricted rights described in 48 C.F.R. 2.101, 12.211 and 12.212. If acquired by or on behalf of any agency within the Department of Defense (“DOD”), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of the Agreement as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement (“DFARS”) and its successors. This U.S. Government End User Section 12.9 is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data.
12.10 Anti-Corruption. Customer agrees that it has not received or been offered any illegal or improper bribe, payment, gift, or thing of value from any of Veeam employees or its agents in connection with this Agreement. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify Veeam.
12.11 Interpretation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”
12.12 Entire Agreement. This Agreement, together with any Statements of Work and any attachments or schedules constitutes the entire agreement between the parties. pertaining to the subject matter hereof, and any and all prior or contemporaneous written or oral agreements existing between the parties and related to the subject matter are expressly canceled. The parties agree that any term or condition stated in any purchase order or other document issued or provided by Customer is void and of no effect. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) this Agreement, (2) the applicable Statement of Work (unless a term or condition in such Statement of Work expressly supersedes a specific term or condition in this Agreement). No modification, amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties hereto. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision.