IMPORTANT - READ CAREFULLY

This EULA is a legally binding agreement between you ("Licensee") and Veeam governing the use and operation of Veeam’s proprietary computer software products (the “Software”) and related documentation (in written or electronic form) (the “Documentation”). Where the sense and context permit references in this EULA to the Software include the Documentation. By clicking on the "Yes" button at the bottom of this EULA or by installing, copying or using the Software, Licensee agrees to be bound by the terms of this EULA.

DEFINITIONS

“CPU Socket(s)" means a single, physical chip that houses not more than six (6) processor cores on a Managed Server.

“Managed Server” is defined as a VMware ESX(i) Server that is monitored and managed by the Software.

GRANT OF LICENSE

Veeam hereby grants to Licensee a nonexclusive, nontransferable license ("License") to install and use, the Software, in object code format only and solely for Licensee's internal business purposes, to manage up to and not to exceed the number of CPU Sockets authorized in the purchase order or similar ordering document (hereafter, the “Order Form”) entered into between Licensee and Veeam and/or an authorized Veeam distributor or reseller. Unless Licensee is granted a Temporary License as described below, Licensee's use of the Software is solely for Licensee's internal business purposes to manage Licensee's own CPU Sockets.

In addition to the Order Form, the authorized number of the CPU Sockets is also specified in the Software license key (the “License Key(s)”) that is issued to Licensee by Veeam. License Key information including the number of authorized CPU Sockets can be displayed in the "About" dialog box available on the "Help" menu for the Software. The Software and all Software components, including but not limited to all code, scripts and other components, and irrespective of the media on which the Software resides, are licensed to Licensee by Veeam, not sold. The License permits Licensee to use the Software in accordance with the terms and conditions of this EULA and the applicable Order Form and to make copies of the Software necessary to manage the authorized number of CPU Sockets Licensed, and for backup or archival purposes. Licensee expressly agrees to reproduce on all such copies all Veeam copyright notices and other proprietary legends. For this purpose Licensee may make a reasonable number of copies of the Documentation. Licensee's use of the Software is restricted to the CPU Sockets Licensed. Licensee may obtain additional Licenses by purchasing additional CPU Sockets from Veeam or its authorized distributors and resellers, provided that the use of the Software on such additional CPU Sockets shall be (i) subject to payment in accordance with the then current fee schedule(s) of Veeam and/or its authorized distributors and resellers and (ii) governed by the terms of this EULA.

TEMPORARY LICENSE

A License that is designated as a “Temporary”, “Per Engagement” or similar designation on an Order Form is a License which permits Licensee to use the Software for a defined period of time for Licensee's internal business purposes (or for the business purposes of a designated Licensee customer) to manage up to the number CPU Sockets identified in the applicable Order Form. In addition to an Order Form, the authorized number of CPU Sockets and the License term for a Temporary License are specified in the Software “License Key” issued by Veeam to Licensee and in the "About" dialog box.

EVALUATION LICENSE

A License designated as an “Evaluation” License on an Order Form permits Licensee to use one (1) copy of the Software for a 30 day period for non-production evaluation or demonstration purposes only.

NOT FOR RESALE

A License designated as a “Not for Resale” License on an Order Form is a License granted to Licensee to use one (1) copy of the Software with full functionality for non-production evaluation or demonstration purposes only, and for a defined period of time.

MAINTENANCE

Maintenance and support (“Maintenance”) for the Software will be provided in accordance with Veeam’s applicable Maintenance policies then in effect (the “Policies”) and shall commence on delivery of the Software to Licensee. So long as Licensee is current on Maintenance Licensee, will receive (a) online support and (b) any Software updates, enhancements and releases for the Software that are included as part of Veeam’s standard Maintenance to its customers and not licensed for a separate charge.

COPYRIGHT AND OTHER RESTRICTIONS

The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold. The Software contains copyrighted material, trade secrets and other proprietary material of Veeam. All right, title and interest in the Software remains at all times with Veeam. In no event will Licensee decompile, reverse engineer, disassemble the Software. Licensee will not disclose, transfer or otherwise make available the Software to any third party without the prior written consent of Veeam. Licensee shall not remove any proprietary notices from the Software. Licensee may make one copy of the Software solely for backup or archival purposes. You may use the Software to conduct internal performance testing and benchmarking studies, the results of which you (and not unauthorized third parties) may publish or publicly disseminate; provided that Veeam has reviewed and approved of the methodology, assumptions and other parameters of the study. Please contact Veeam at benchmark@veeam.com to request such review.

AUDIT

During the term of this Agreement and for a period of one year thereafter, Veeam may, during normal business hours and upon reasonable prior notice to Licensee, inspect the files, computer processors, equipment and facilities of Licensee to verify Licensee's compliance with this EULA or an applicable Order Form.

LIMITED WARRANTY AND LIMITATION OF LIABILITY

Veeam warrants that it has the right and authority to grant the License pursuant to this EULA. Veeam warrants that the Software, in its unmodified form as initially delivered or made available to Licensee, will perform substantially in accordance with the Documentation for a warranty period of ninety (90) days from the date the Software is delivered to Licensee. In the event the Software fails in a material respect to operate in accordance with the Documentation during the warranty period and Veeam is unable to correct the defect, Veeam’s sole and exclusive liability and Licensee’s sole and exclusive remedy shall be a refund of the License fee, if any, paid by Licensee for the Software. In the event a reported problem with the Software is Licensee’s fault, Licensee agrees to reimburse Veeam for its correction efforts in accordance with its then standard rates. The foregoing limited warranty will not apply if failure of the Software is the result of damage or misuse caused by Licensee.

EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SOFTWARE IS PROVIDED "AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY THAT THE SOFTWARE IS FREE OF DEFECTS, MERCHANTABLE OR FIT FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VEEAM OR ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY VEEAM DISTRIBUTORS OR RESELLERS, SHALL CREATE ANY WARRANTY IN ADDITION TO, OR IN ANY WAY INCREASE THE SCOPE OF, THE LIMITED WARRANTY.

In no event will Veeam, its affiliates, resellers, or distributors or suppliers be liable for any indirect, special, incidental or consequential damages arising out of the use of or inability to use the Software, including, without limitation, damages for lost profits, loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof.

U.S. GOVERNMENT END USERS

Use, duplication, or disclosure of the Software to or by the U. S. Government is subject to the provisions and restrictions as set forth in FAR 52.227-14 and FAR 52.227-19, or equivalent restrictions and provisions as set forth in DFAR 252.227-7013 and DFAR 252.227-7014.

GENERAL

This Agreement sets forth Veeam's entire liability and Licensee’s exclusive remedy with respect to the Software and supersedes any conflicting terms of any purchase order and any other communications or advertising with respect to the Software. No failure of either party to exercise or enforce any of its rights under this EULA will act as a waiver of those rights. 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. This EULA will be governed by the laws of the state of Ohio, without regard to its choice of law principles. The United Nations Convention for the International Sale of Goods shall not apply. Licensee may not export or re-export the Software except in compliance with the United States Export Administration Act and the related rules and regulations and similar non-U.S. government restrictions, if applicable.