Licensing Legal Papers

These Terms of Use (“Terms”) constitute a binding agreement between Veeam Software Corporation, a Delaware corporation, USA (“Veeam” or “we,” “our” or “us”, or “Provider”) and You (as defined below) and govern the use of the Services (as defined below) provided by Veeam as an Azure operator authorized by Microsoft Corporation to operate and sell a separate instance of Microsoft Azure based on technology licensed from Microsoft.  

By clicking a box indicating your acceptance, submitting a purchase order in response to a quote from Veeam, or a third party partner reseller authorized by Veeam (“Reseller”) relating to the Services, accessing or otherwise using the Services, or otherwise affirmatively indicating your acceptance of this Agreement, You: (a) agree to be bound by this Agreement on behalf of the organization, company, or other legal entity for which you act (“Customer”) and (b) represent that You have the authority to bind Customer to this Agreement.

If You do not have such authority or if You do not agree with the terms of this Agreement, do not use the Services.

7. 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”).  

8. 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.  

9. Except as otherwise expressly permitted in this Agreement, you are not allowed to: 

• reproduce, modify, adapt, or create derivative works of the Services or Documentation, in each case in whole or in part;  
• use the Services or Documentation in violation of any applicable laws or regulations, including any laws or regulations with respect to the use or disclosure of personally identifiable information or any other data security matters, or as part of any malicious, deceptive, or unlawful programs; 
• rent, lease, distribute, sell, sublicense, transfer or provide access to the Services or Documentation, in each case in whole or in part, to a third party; 
• use the Services or Documentation as or as part of a service bureau or otherwise use the Services or Documentation for the benefit of any third party; 
• incorporate any Services or Documentation, in each case in whole or in part, into a product or service you provide to a third party; 
• disabling or tampering with any license manager or similar software control that is intended to regulate the use of, and is embedded or otherwise incorporated into, the Services or otherwise interfere with or circumvent mechanisms in the Services intended to limit or monitor your use of the Services; 
• reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); 
• remove, modify, or obscure any proprietary or other notices contained in the Services or Documentation; 
• use the Services or Documentation for competitive analysis or to build competitive Services; 
• run benchmark or other performance tests on the Services or otherwise disclose to any third party any information regarding the performance of the Services; 
• use the Services to store any data not created by the Veeam Software. Veeam reserves the right to audit compliance with this requirement. You acknowledge and agree that any failure to comply with this requirement 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;  
• upload to the Services any User Data (as defined herein) that has not been encrypted in accordance with Section 36 below; or 
• enable, encourage or assist any third party to do any of the aforementioned activities. 

10. Veeam’s fair use policy allows you to restore up to 20% of the data stored within the repository within a one-year period. Any retrieval or egress beyond this limit will be billed in arrears, calculated per 100GB retrieved/egressed.

11. 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. 

12. The Services are operated under a fixed license model. Only you can increase or decrease the volume of storage you consume, measured in TB. Veeam will automatically accept data in backups above the purchased capacity in TB in the initial agreement. Veeam will invoice you in arrears on a pro rata basis for any additional TB you have consumed in the month. Veeam will automatically allow data retrieval and egress beyond the fair use policy of 20% of the data stored. Veeam will invoice you in arrears on a pro rata basis for any additional GB you have consumed in the month, calculated per 100GB retrieved/egressed. On or around the first day of each month, Veeam will issue you an invoice for the pro rata charges incurred in the prior month and also bill you in advance based on the new capacity in TB consumed and/or retrieved/egressed in GB. If you are on an annual contract, you will be invoiced in advance for the additional licenses and/or storage consumed up to the last day of the current contract period. 

13. 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. 

14. 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. 

15. 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. 

16. 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).  

17. 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. 

18. 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 Backup & Replication interface. 

19. 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.  

20. 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. 

21. 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. 

22. 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. 

23. 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. 

24. 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. 

25. 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. 

26. 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). 

27. 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. 

28. 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.  

29. 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. 

30. 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. 

31. We implement and maintain technical and administrative security measures designed to protect User Data (defined below) from unauthorized access, destruction, use, modification, or disclosure. 

32. 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. 

33. As between you and Veeam, you retain all right, title and interest 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. 

34. You and your use of the Services must comply at all times with this Agreement and all applicable laws and regulations. 

35. You represent and warrant that: 

• You, on behalf of the Customer and Authorized Users, have obtained all necessary rights, releases and permissions to submit all User Data to the Services and to grant the rights granted to us in this Agreement; and 
  
• User Data and its submission and use as you authorize in this Agreement will not violate: (a) any applicable laws or regulations, including data privacy laws; (b) any intellectual property, contract, privacy, publicity or other rights, or (c) any of your or any applicable third-party policies or terms governing User Data. 
  

36. 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.  

37. 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. 

38. 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. 

39. 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. 

42. 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. 

43. 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. 

44. 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. 

45. 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. 

46. 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. 

47. 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. 

48. 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. 

49. 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). 

50. 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: 

• establish new limits on the Services (in whole or in part), including limiting the volume of data which may be used, stored or transmitted in connection with the Services; 
• remove or restrict the use of application programming interfaces or make alterations to data retention periods; 
• modify the Service, its infrastructure, system configurations or routing configuration; or 
• modify or replace any hardware or software within its infrastructure or in equipment used to deliver the Service. 

51. 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. 

52. 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. 

53 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: 

• you breach any of the terms of this Agreement and do not remedy the breach in a timely (as determined by Veeam using its reasonable judgment) manner after being given notice of the breach; provided that, notwithstanding the foregoing, Veeam reserves the right to terminate this Agreement, your Subscription and your access to the Services with immediate effect and without notice in the event you violate any applicable law or regulation in connection with your use of the Services,

• you breach any of the terms of this Agreement and, in Veeam’s reasonable judgment, the breach cannot be remedied,

• you fail to pay Subscription Fees or other amounts owed to Veeam or the applicable Reseller, or

• you or your business become insolvent, your business goes into liquidation or has a receiver or manager appointed over any of its assets, you become insolvent or make any arrangement with your creditors or become subject to any similar insolvency event, including any bankruptcy filing, in any jurisdiction.

54. No refund is due to you if you terminate your Subscription or Veeam terminates it in accordance with this Agreement.

55. 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. 

56. You warrant and undertake that you shall reasonably assist Veeam in the investigation of any fraudulent use or other misuse of the Services. 

57. 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. 

58. 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. 

59. 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. 

60. 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. 

61. 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. 

62. 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). 

63. 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. 

64. 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.

65. 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: 

• VEEAM WILL HAVE NO LIABILITY UNDER THIS AGREEMENT FOR ANY LOSS OF REVENUE OR PROFIT, LOSS OF GOODWILL, LOSS OF CUSTOMERS, LOSS OF DATA, LOSS OF CAPITAL, LOSS OF ANTICIPATED SAVINGS, DAMAGE TO REPUTATION, LOSS IN CONNECTION WITH ANY OTHER CONTRACT, OR INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR SPECIAL LOSS, DAMAGE OR EXPENSE; and

• THE TOTAL AGGREGATE LIABILITY OF VEEAM UNDER THIS AGREEMENT IN ANY CIRCUMSTANCES IS LIMITED TO THE TOTAL AMOUNT YOU PAID US (OR A RESELLER) FOR YOUR SUBSCRIPTION IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM GIVING RISE TO THE LIABILITY AROSE.

66. 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.

67. 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. 

68. 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. 

69. 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. 

71. 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”). 

72. 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. 

73. 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. 

74. We aren’t liable to you for any failure or delay in performance of any of our obligations under this Agreement arising out of any event or circumstance beyond our reasonable control. 

75. Any notice you send to Veeam must be sent to [email protected], 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 [email protected]. Any notices we send to you will be sent to the email address you’ve provided us (or the Reseller) through your Subscription. 

76. You must not use the Services in violation of any export or trade embargo laws that apply to you. 

77. 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. 

78. 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. 

79. 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. 

80. 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. 

81. 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. 

82. 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: 

• the singular includes the plural and vice versa; 
  
• the use of one gender includes all other genders; 
• where any word or phrase is given a defined meaning in this Agreement, any part of speech or other grammatical form of that word or phrase has a corresponding meaning; and 
• person means and includes a natural person, firm or corporation. 
  

83. 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.