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.
Authorized User(s): employees, agents or third-party entities authorized by the Customer to use the Services.
Documentation: all guides, documentation, and help materials published at Veeam’s website or otherwise provided by Veeam and related to the functionalities, use, and technical specifications of the Services.
Effective Date: the date the Customer clicks the “I Agree” button or first use the Services, whichever occurs first.
Order: any electronic form or online subscription process completed by the Customer that specifies the purchase details of the Services.
Customer-Provided Data: any data, including backups, files, and other digital content, that the Customer uploads, stores, or otherwise transmits to Veeam in connection with the provision of Services.
Covered Account: the number of M365 and/or Microsoft Azure IaaS and/or PaaS instances for which you have purchased access rights during the Subscription Term or, if higher, the number of M365 and/or Azure IaaS and/or PaaS instances that you use the Services in connection with.
Scope Limitations: 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 Customer makes to the scope of the subscription (e.g., the number of Azure virtual machines and data storage limitations).
Subscription Basis: Services are provided on a subscription basis as detailed in each Order.
Usage Rights: Veeam grants You the right to access and use the Services in accordance with the Documentation during the Subscription Term for Customer’s internal business purposes. This right shall be used solely in connection with Covered Accounts and subject to the Scope Limitations and Fair Use Policy. You may only use the Services in connection with the number of Covered Accounts included in your subscription. Your right to use Microsoft 365 Backup storage in Express and Premium plans of Veeam Data Cloud is governed by the agreement with Microsoft Corporation.
Prohibited Uses: You may not use the Services to: (a) engage in illegal activities or for any unlawful purpose, (b) reverse engineer, disassemble, or decompile the Services,
(c) transmit harmful or malicious files that could disrupt the functionality of the Services or harm other users, (d) sub-license, rent, or sell the Services to third parties or
(e) reproduce, modify, adapt or create derivative works of the Services or Documentation.
Customer Responsibilities:
a. Customers are responsible for: (a) maintaining the security of its account credentials, (b) the confidentiality of Authorized Users’ passwords and account information, (c) not sharing credentials with unauthorized persons and (d) reporting security breaches to Veeam.
b. Customers must ensure its use of the Services complies with all applicable laws and regulations. This includes, but is not limited to, export and import restrictions as well as maintaining appropriate security measures for its own systems that interact with the Services.
c. Customers must take reasonable steps to ensure the integrity of the Customer-Provided Data it inputs into the Services and that it does not contain malware or other malicious code that could affect the functioning of the Services or other users.
d. The Customer acknowledges that Customer-Provided Data may become inaccessible under various circumstances, including but not limited to: (a) incomplete initial backup and replication processes undertaken by the Customer, (b) deletion of Customer-Provided Data without subsequent restoration according to the Customer’s data retention policies, (c) selection of improper retention policies within the Services, (d) failure of the customer's IT environment to establish a secure connection with Veeam’s servers or network, (e) if Customer fails to follow Veeam’s technical requirements and the Documentation for utilizing the Services, or failing to periodically test Customer’s backups and restores, or ensure that Customer-Provided Data is protected and not otherwise corrupted, or (f) any issues on Microsoft’s part, including service disruptions or data unavailability, if the Customer utilizes Microsoft 365 Backup storage as part of the Express and Premium plans of Veeam Data Cloud.
e. Customers are responsible for ensuring that the use of the Services complies with applicable data protection laws. If the Customer is subject to: (a) GDPR, or (b) other applicable data protection laws requiring that processing be governed by a contract, Customer agrees to the Veeam Data Processing Addendum.
Fees: Subscription fees are based on the Services subscribed to and are detailed in the Order. All fees are due as specified in the Order and are non-refundable except as required by law or as otherwise set forth herein.
Billing Cycle: Veeam or its authorized reseller will bill in advance and may also include charges for overages from the previous billing period in accordance with the terms of the Order.
Veeam is committed to protecting the privacy and security of Customer-Provided Data. Where Veeam processes Customer-Provided Data, all data is processed in accordance with the Veeam Data Processing Addendum. For clarity, the Veeam Data Processing Addendum is not applicable to the Express plan of Veeam Data Cloud as Veeam is not processing Your Customer-Provided Data.
Data Ownership and Use: The Customer retains all rights to Customer-Provided Data. Where Veeam processes Customer-Provided Data, Veeam may use Customer-Provided Data only to provide and improve the Services in accordance with this Agreement, subject to Veeam Data Processing Addendum (if applicable) and Privacy Notice.
Third-Party Data Storage: For Microsoft 365 Backup storage under the Express and Premium plans of Veeam Data Cloud, the data may reside within Microsoft’s systems. Customers are advised to review and comply with Microsoft’s privacy and data processing policies, as Veeam cannot assume liability for data processing conducted within Microsoft’s infrastructure.
Diagnostics and Feedback: Customer agrees that Veeam may collect and use technical data, system diagnostics, and usage information gathered as part of the Services offerings to maintain, improve, and enhance the Services.
The Services guarantee at least 99.9% availability each month (“Operational Time”). This Operational Time guarantee excludes any downtime caused by: (i) emergency or planned maintenance, repairs, or upgrades; (ii) problems or failures with the Customer's or their service providers’ services, applications, software, hardware, or other components not provided by Veeam; (iii) third-party attacks, intrusions, distributed denial of service attacks, or force majeure events, including those occurring at the Customer’s site or between the Customer’s site and the data centers provided through the Services; or (iv) the Customer’s actions or omissions that violate this Agreement. If Veeam fails to meet the Operational Time guarantee, Veeam will use commercially reasonable efforts to offer the Customer an error correction or workaround that resolves the Operational Time issue. It should be noted that the Operational Time guarantee does not extend to Microsoft 365 Backup storage under the Express and Premium plans of Veeam Data Cloud, where Veeam cannot ensure the availability due to factors beyond its control, such as issues within Microsoft’s systems.
During the Subscription Term, Veeam will provide support for the Services in accordance with the applicable support terms available at https://www.veeam.com/support.html. However, Veeam may not provide support for issues related to Microsoft 365 Backup storage under the Express and Premium plans of Veeam Data Cloud if the issue is due to a problem on Microsoft’s part that Microsoft is unable to resolve.
Backup Schedule: Veeam is currently offering a daily backup schedule through the Services, however more frequent backups may be requested. If the Customer chooses Microsoft 365 Backup storage in Express and Premium plans of Veeam Data Cloud, the backup schedule does not apply, as any object change or deletion is automatically backed up.
Scheduled Downtime: Maintenance schedules will be communicated in advance and are planned during low-usage periods to minimize disruption. Customers will receive notifications through the Services interface at least 48 hours prior to maintenance. However, Veeam may not be able to provide advance notifications or details regarding downtime if the downtime is due to issues with Microsoft 365 Backup storage under the Express and Premium plans of Veeam Data Cloud that are beyond Microsoft’s ability to resolve.
Maintenance and Downtime: Veeam strives to maintain the availability of the Services 24 hours a day, 7 days a week. On occasion, Veeam must perform maintenance on the Services and the infrastructure through which the Services are made available and this may require a period of downtime. Where planned maintenance is being undertaken, we’ll use commercially reasonable efforts to minimize the downtime and to notify you in advance and select a day and time that will minimize the impact on our global subscribers. The anticipated duration of such maintenance will be communicated in the notification. However, maintaining Services 24/7 may not be possible for Microsoft 365 Backup storage under the Express and Premium plans of Veeam Data Cloud, as Veeam may not be able to provide advance notice or control downtime resulting from issues that Microsoft cannot resolve.
Subscription Term: The initial length of your Subscription for the Services, unless terminated earlier in accordance with this Agreement, will be as set forth 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 the 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.
Termination Rights: Customers may terminate this Agreement for cause if Veeam materially breaches its obligations hereunder, and such breach remains uncured for thirty (30) days following written notice to Veeam, which can be done via the customer support portal or as specified in the Order. If the Customer terminates this Agreement for reasons specified in this clause, Veeam will issue a partial refund for any prepaid but unused Services. The refund will correspond to the period remaining after the effective date of termination. Veeam may terminate the subscription for cause, including but not limited to, breach of contract, non-payment, or violation of the usage terms, provided that the customer has been given thirty (30) days to cure such breach.
Suspension: Veeam may also suspend the provision of Services in case of breaches of this Agreement by the Customer until the breach is cured by the Customer. Veeam may block your access, terminate your Subscription, or refuse to process a payment if Veeam reasonably believes there’s a risk associated with the Customer, Subscription, or payment. Examples of where Veeam might do this include transactions where the payment is from a sanctioned person or country or where Veeam reasonably believes there is a legal or regulatory risk or a risk of loss being suffered by us or our customers or partners.
Post-Termination: Upon termination, all rights and access to the Services will cease immediately. Customer should pay any and all fees due at the time of termination. Customers will have thirty (30) days post-termination to retrieve its data from the Services, after which all data will be permanently deleted from our systems unless legally required to retain the data for a longer period. Veeam will provide assistance for data retrieval based on the customer's request and applicable service charges. However, data backed up using Veeam Data Cloud’s Microsoft 365 Backup storage plans does not offer the same level of data retrieval freedom, as Veeam does not have direct access to the backups. In such cases, data retrieval will depend on the accessibility provided by Microsoft’s systems and policies.
Service Warranty: Veeam warrants that the Services will perform substantially in accordance with the Documentation under normal use and circumstances and that it provides the Services using commercially reasonable care and skill. However, this warranty does not extend to the Microsoft 365 Backup storage under the Express and Premium plans of Veeam Data Cloud, as Veeam does not have direct control over or access to these backups. Consequently, any issues arising from Microsoft’s systems or services are beyond Veeam’s control, and Veeam cannot warrant the performance or availability of these specific backups.
You agree to notify Veeam promptly of any service performance failures and to provide Veeam with a reasonable opportunity to remedy any such failures in accordance with the service level agreements provided.
The warranty for the Services shall end upon the termination or expiration of the Subscription Term.
Warranty Exclusions: The above warranty does not cover problems that arise as a result of misuse or use of the Services in a manner contrary to the instructions provided by Veeam or modification of the Services by anyone other than Veeam. Additionally, the warranty does not extend to issues related to Microsoft 365 Backup storage under the Express and Premium plans of Veeam Data Cloud. Veeam does not have direct control over these backups, and any problems arising from Microsoft's systems or services are excluded from this warranty.
Disclaimer of Warranties: Except as specified in this section, Services, Documentation, and other deliverables provided under this Agreement are provided “as is” and “as available” with all faults and without warranty of any kind. Veeam expressly disclaims all other warranties, express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of a course of dealing, usage, or trade. Veeam does not warrant that the Services will meet your requirements or that the operation of the Services will be uninterrupted or error-free.
Limitation of Remedies: Your exclusive remedy and Veeam’s entire liability under this warranty will be, at Veeam’s option, to provide remedial service through repair, replacement, or refund for the Services that do not meet this warranty. Any repair or replacement service will not extend the Initial Term. This limitation of remedies also applies to Microsoft 365 Backup storage under the Express and Premium plans of Veeam Data Cloud, where Veeam's ability to provide remedies may be constrained by the limitations and issues within Microsoft's systems.
Consumer Law: If You are acquiring the Services for any purpose that is considered a consumer under Your local consumer law, nothing in this Agreement limits any rights you might have as a consumer under local law that cannot be excluded through contract.
Limitation of Liability: In the Express and Premium plans of Veeam Data Cloud, Veeam does not provide a backup service for Microsoft 365. Accordingly, Veeam disclaims any liability for issues related to backup storage and related services under these plans, as Veeam does not have direct control or access to the data within Microsoft's systems. Consequently, Veeam's total aggregate liability under this Agreement is limited to the amount paid by the customer to Veeam for services in the twelve (12) months preceding the first event giving rise to such liability. Neither party shall be liable for loss of revenue, indirect, special, incidental, consequential, punitive, or exemplary damages, including lost profits, revenues, business interruptions, or loss of business information, even if these damages were foreseeable or known to the parties involved.
IP Indemnity: Veeam will defend and indemnify You against any third-party claims that the Services infringes any intellectual property rights, provided You promptly notify Veeam of the claim, cooperates with Veeam’s defense and Veeam has full control over the defense and settlement of any claim. Veeam shall have no indemnification obligation for claims arising from: (a) Your use of the Services in a modified form or in combination with materials not furnished by Veeam where the infringement would not have occurred but for such modification or combination; (b) use of the Services in a manner contrary to the instructions given by Veeam or the terms of this Agreement; (c) any content, information, or data provided by You, users, or other third parties; or (d) any issues arising from the use of Microsoft 365 Backup storage under the Express and Premium plans of Veeam Data Cloud, where Veeam does not have direct control over the systems or services provided by Microsoft. If an infringement claim arises, Veeam may modify the Services, obtain a license for continued use, replace it with a non-infringing service, or terminate this Agreement with a pro-rata refund. This indemnity is Your sole remedy for IP infringement claims related to the Services.
Confidentiality: each party agrees to maintain the confidentiality of all information disclosed by the other party in relation to the provision and use of the Services, designated as confidential or reasonably understood to be confidential due to the nature of the information and the circumstances of disclosure. Confidential Information shall be used solely to fulfil obligations under this Agreement and protected with no less diligence than that used for one’s own confidential information but no less than reasonable care. This excludes information which is publicly known, received from third parties without breach, or independently developed. If legally compelled to disclose Confidential Information, the receiving party must notify the disclosing party promptly and cooperate with any effort to contest the disclosure. Upon termination of this Agreement, Confidential Information must be returned or destroyed as directed by the disclosing party.
Modifications and Updates: Veeam reserves the right to modify or update the Services and this Agreement at any time with notice to You. Changes will become effective no less than thirty (30) days after they are posted. Continued use of the Services after such changes shall constitute Your consent to such changes.
Governing Law: This Agreement is governed by the laws of the State of Ohio, USA, without regard to its conflict of law principles. The 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to this Agreement.
Assignment: You may not assign or transfer these terms, in whole or in part, including by way of merger, consolidation, a sale of assets, or similar transaction without notifying Veeam and providing evidence that the rights and obligations of these terms have been legally transferred and assumed by the assignee. Veeam may assign and delegate these terms without restriction.
Audit: No more than once every twelve (12) months, Veeam may audit Your installation and use of the Services in order to confirm You are in compliance with these terms and any applicable Order. Veeam must (a) provide You with forty-five (45) days’ notice and (b) not unreasonably interfere with Your normal business operations. You shall (a) cooperate with Veeam’s audit and (b) provide reasonable assistance and access to relevant information or documentation reasonably requested by Veeam. Veeam further agrees that any findings during the audit shall be considered confidential information. You agree that if there is non-compliance, You will remedy such non-compliance within 30 days of written notification by Veeam and pay Veeam any outstanding fees you owe. You further agree that Veeam shall not be responsible for any of Your costs incurred during the audit.
Export Control: You represent and warrant that You are not: (i) listed 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; (ii) 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, including Belarus, Cuba, Iran, North Korea, Russia, Syria, the Crimea region of Ukraine, and the Donetsk, Kherson, Luhansk, and Zaporizhzhia regions of Ukraine; or (iii) owned or controlled by any person(s) listed in (i) or residing in countries listed in (ii). You must comply with all applicable export and sanctions regulations 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 agree to be solely responsible for determining the legality of exporting, re-exporting, or importing the Services. Furthermore, You commit to using your best efforts to prevent any third parties in the supply chain from violating these terms. Veeam reserves the right to block access to the Services for violations of this clause without prior notice.
U.S. Government End User Provisions: the Services and accompanying Documentation are deemed “commercial computer software” and “commercial computer software documentation” under Federal Acquisition Regulations (48 C.F.R. 12.212 for civilian agencies and 48 C.F.R. 227.7202 for Department of Defense entities). If the Customer is a U.S. Federal Government entity, the Services is licensed in accordance with the rights described in these regulations. U.S. Federal Government Customers are exempt from audit costs specified in this Agreement. Disputes are resolved in accordance with the Contract Disputes Act of 1978. The rights of the U.S. Department of Justice as identified in 28 U.S.C §516 remain unaffected. Except as stated herein, all terms of this Agreement remain in effect.