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 any related documentation (“Documentation”) for Your internal business purposes under the terms and conditions stated herein.
Permissible Uses & Capacity.
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 to exceed usage by certain amount. In the event You exceed the purchased capacity, the Software may not process additional workloads, and Veeam 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 Software and Documentation that You make remain Veeam’s intellectual property and must incorporate all relevant patent, copyright and trademark notices.
2.0 Prohibited Use. Without Veeam’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 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 Veeam 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 Evaluation Licenses. Software may be provided to You for beta, demonstration, test or evaluation purposes, with either “Evaluation” or “Not for Resale” license (collectively, “Evaluation Licenses”). For any Evaluation Licenses, the term is limited and will be defined to You by Veeam. Evaluation Licenses are limited specifically to use for demonstration and evaluation purposes only, and You agree not to use such Software for third party processing purposes. Your use of the Software under an Evaluation License is provided as-is, without any representations or warranties of any kind, and is at Your sole risk. “Not For Resale” licenses cannot be used in production environments or to process production data backups. Veeam has no obligation to provide support, maintain or provide any assistance regarding any Evaluation Licenses. In no event will Veeam 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 this section.
4.0 Free Licenses and Community Edition Licenses. Free and Community Edition License products can be used in Your own production environment and only by You in accordance with the terms and conditions of this EULA and the Licensing Policy. You may not use the Free and Community Edition Licenses to provide services to third parties (including support and consulting services for existing Free and Community Edition License installations) or to process third party data. Your use of Free and Community Edition License products is provided as-is, without any representations or warranties of any kind, and is at Your sole risk. Veeam has no obligation to support, maintain or provide any assistance regarding any of these licenses. In no event will Veeam 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 this section.
5.0 Maintenance and Support. Maintenance and support (collectively, “Maintenance”) for the Software is available in accordance with the Licensing Policy and Veeam’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.
6.0 Technical Information Collection.
6.1 Veeam cannot access the Software installed in Your chosen environment(s) or any data that You manage using the Software. Veeam cannot access any technical information pertaining to the performance of the Software unless You voluntarily provide it to Veeam. This includes any reports and survey information pertaining to Software use, including the generation and collection of anonymous product usage statistics data. The data collection is turned OFF by default and can be enabled by You. You always have the option to enable or disable this functionality at any time. The product usage data collection is mandatory for all Free and Community Edition Licenses and cannot be disabled.
6.2 If You provide Veeam with technical information in order to receive Maintenance, You consent to have such information processed by Veeam (which may include the collection, use, storage, transfer and/or deletion of log files or other information for the limited purposes of providing Maintenance to You and improving the functionality of the Software, including any enhancements and upgrades thereto). You acknowledge and agree that Veeam will treat your technical information as confidential, but You are responsible for eliminating any data that you believe is sensitive or which may contain personal data prior to providing any log files or other technical information to Veeam.
7.0 Personal Information. In the event You voluntarily provide personal data to Veeam in connection with Maintenance or otherwise, Your personal information will be used and stored in accordance with Veeam’s Privacy Notice, which can be found at https://www.veeam.com/privacy-policy.html. You can always update Your preferences by visiting the Veeam customer portal.
8.0 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 Veeam materials or information provided or made available in connection with this EULA, as well as all any suggestions, ideas and feedback You propose regarding the foregoing, are owned by Veeam (or any third party licensor), and You hereby assign any right, title and interest in and to any such suggestions, ideas or feedback to Veeam. 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).
9.0 Open Source Software. Veeam 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 Veeam can be found at https://www.veeam.com/eula-oss.html. All OSS is provided on an “as-is” basis, and Veeam 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.
10.0 Export Compliance. The Software and documentation may be subject to U.S. export control laws, including without limitation the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. You shall comply with all such regulations and agrees it is solely responsible for determining whether it may export, re-export, or import the Software and Documentation in a legally compliant manner.
11.0 Audit. During the term of this EULA and for a period of one year thereafter, Veeam 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 this EULA and Your use of the Software in compliance with the Licensing Policy and with the quantities purchased via authorized Veeam resellers or online marketplaces.
12.0 Indemnification. Veeam 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) Veeam is promptly notified of the assertion of the claim, suit or proceeding, (b) Veeam has sole control of its defense and/or settlement, and (c) You provide reasonable assistance and cooperate in Veeam’s defense and/or settlement, at Veeam’s expense. Veeam’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 Veeam, or (4) You used or combined the Software with any technology, software or hardware not supplied by Veeam, 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, Veeam will, at its sole option and expense: (i) procure for You the right to continue 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.
13.0 Limited Warranty and Limitations of Liability.
13.1 The purchase of the Software license (perpetual or subscription), is non-returnable and non-refundable. Veeam 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 Veeam is unable to correct the defect, Veeam’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 licenses under sections 3.0 and 4.0, 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 Veeam for its correction efforts in accordance with its then standard rates.
13.2 EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 13.1, 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 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, THIS LIMITED WARRANTY.
13.3 IN NO EVENT WILL VEEAM 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 VEEAM 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 VEEAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VEEAM’S MAXIMUM AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS EULA AND VEEAM’S RELATIONSHIP WITH YOU SHALL NOT, IN ANY EVENT, EXCEED THE FEES PAID BY YOU TO VEEAM FOR THE SOFTWARE DURING THE ONE (1) YEAR PERIOD PRIOR TO THE DATE THE APPLICABLE CAUSE OF ACTION AROSE.
13.4 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.
14.0 General. This EULA, together with the policies and information referenced herein, sets forth Veeam’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. This EULA is governed by the laws of Switzerland, without regard to its conflicts 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 Canton of Zug, Switzerland will be the exclusive jurisdiction for any claim or dispute arising out of or in connection with this EULA. 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 Veeam and providing evidence that the rights and obligations of this EULA have been legally transferred and assumed by the assignee. Veeam 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.