ELIGIBILITY EXPORT RESTRICTIONS

By downloading or accessing this software, You agree to the following terms:

1.      You are not a citizen, national, or resident of Cuba, Iran, North Korea, Sudan or Syria, or of any other country to which the United States has prohibited export and you will not export or reexport directly or indirectly, to the abovementioned countries nor to citizens, nationals or residents of those countries.

2.      You are not listed on, and you will not export or reexport the software to any person or entity on, the United States Department of Treasury lists of Specially Designated Nationals, Specially Designated Terrorists and Specially Designated Narcotic Traffickers, or the United States Department of Commerce Denied Persons List, Entity List or Unverified List.

3.      You do not intend to use or access, nor will allow any other person to use or access, the software for any purpose prohibited by United States law, including without limitation, for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction.

4.      In the event of a conflict between any licence terms in this Agreement and any licence terms included in the software, this Agreement will control

 

SOFTWARE LICENCE AGREEMENT

This Software Licence Agreement (“Agreement”) sets forth the general terms and conditions under which Veritas is providing to Licensee certain Veritas products for the purpose set forth below.

1.        DEFINITIONS

1.1   “Client” or “Device” is defined as a physical, single computer, storage drive or other device (i) on which licensee can install and use the software, (ii) from which licensee accesses and uses the software installed on a network, or (iii) a physical connection point that links together two separate devices.

1.2   “Front-End Terabyte” or “FETB” shall mean the total aggregate amount of data on Clients or Devices (i) on which the applicable Licenced Software is installed or (ii) for which the Licenced Software is used to provide backup functionality, when such data is measured as the largest aggregate full (or synthetic full) backup performed as actually measured by the Licenced Software. Any partial terabytes of data shall be rounded up to the next whole terabyte. One Terabyte is equal to one thousand twenty-four (1,024) gigabytes of data.

1.3   “Cloud Service Provider Environment” means the cloud computing environment maintained by the Cloud Service Provider or its subcontractors.

1.4   “Cloud Service Provider” means the third party entity into whose hosted environment Licensee is deploying the Licenced Software.

2.        VERITAS PRODUCTS & PURPOSE

2.1   This Agreement governs the use of any Veritas software product(s) (“Licenced Software”) downloaded or accessed from this site.

2.2   Purpose:  Licensee will only use the Licenced Software for its internal business operations. Licensee may not permit the Licenced Software obtained under this Agreement to be accessed by any third parties for any purpose, other than its consultant or outsourcer, as described in Section 2 below.

3.        LICENCE GRANT & RESTRICTIONS. Subject to Licensee’s compliance with the terms and conditions of this Agreement, Veritas grants Licensee a limited, personal, non-transferable, non-exclusive right to: (i) Download and use two copies of the Licenced Software in object code form, where each copy may be used at a single location for the sole Purpose identified above to support up to ten (10) Front-End Terabytes of data, or (ii) access and use the Licenced Software via the Cloud Service Provider Environment through which Licensee views and accepts this Agreement, for the sole Purpose identified above to support up to ten (10) Front-End Terabytes of data, as applicable. “Licenced Software” shall also include any updates to the programs provided by Veritas, related documentation and other material or information provided by Veritas.

Licensee may allow consultant(s) or outsourcer(s) to use Licensee’s Licenced Software to assist Licensee in fulfilling the sole Purpose identified above, so long as such use is consistent with Licensee’s own permitted scope of use, and is compliant with the terms of this Agreement. Licensee agrees Licensee is responsible for such third party access and use of the Licenced Software, to the same extent as if such consultant(s) or outsourcer(s) were Licensee’s employees.

Licensee agrees to abide by the terms and conditions contained herein in addition to those terms and conditions contained in the end user licence agreement and Product Use Rights document provided in or in connection with the applicable Licenced Software (collectively referred to as EULA”). This Agreement shall supplement the EULA and, in the event of a conflict between this Agreement and the EULA, this Agreement will control.

4.        TERM & TERMINATION. The term of the Licenced Software right granted hereunder shall begin upon the date Licensee receives access to the Licenced Software including its enabling Licence Key, if applicable, and shall continue until terminated in accordance with this Agreement (“Term”). The Licenced Software licence will immediately terminate (i) without notice if Licensee fails to comply with any obligation of this Agreement; or (ii) upon written notice by Veritas.

Upon expiration or termination of this Agreement for any reason, any right, licence or permission granted to Licensee shall immediately terminate and Licensee shall immediately cease use of the Licenced Software, in whole or in part; and promptly return the Licenced Software and all related material to Veritas or fully destroy, delete and/or uninstall any copy of Licenced Software installed or copied by Licensee and certify such destruction to Veritas.

Licensee shall keep accurate business records relating to its use of the Licenced Software for a period of three (3) years following termination of this Agreement. Upon request from Veritas, Licensee shall provide Veritas with a report certifying the destruction of Licenced Software pursuant to Section 3. The provisions regarding licence restrictions, confidentiality, audit, exclusion of warranty and the general provisions in Section 8 will survive expiration of the evaluation Term or termination of this Agreement.

5.        SUPPORT. The Licenced Software is provided without support of any kind.

6.        EXCLUSION OF WARRANTY. THE LICENCED SOFTWARE IS PROVIDED TO LICENSEE "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

7.        LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT AND UNDER NO LEGAL THEORY SHALL VERITAS OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF VERITAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.        CONFIDENTIALITY. Each party may have access to information that is confidential to the other party (“Confidential Information”) during the Term. Confidential Information shall be limited to the Licenced Software and any information disclosed by the disclosing party to the receiving party that is either identified as or should be reasonably understood to be confidential and/or proprietary. During the Term of this Agreement and for a period of five (5) years thereafter, the receiving party shall hold the Confidential Information in confidence and shall not disclose the Confidential Information to a third party.

Each party shall use the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorised use, dissemination or publication of the Confidential Information as that party uses to protect its own confidential information of a like nature. Licensee shall not use the Confidential Information for any purpose other than as necessary to exercise the licence granted under this Agreement. Licensee shall not disclose the results of any benchmark tests run on the Licenced Software without Veritas’ prior written consent.

9.        GENERAL. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. This Agreement and the EULA constitutes the entire agreement of the parties concerning its subject matter and supersedes any and all prior or contemporaneous, written or oral negotiations, correspondence, understandings and agreements between the parties respecting the subject matter of this Agreement. No amendment to this Agreement will be binding unless evidenced by a writing signed by the party against whom it is sought to be enforced. The failure of any party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions. In addition, the terms of this Agreement shall control any conflicting, inconsistent and/or additional standard terms or conditions on any purchase order, invoice or other document submitted by Licensee, notwithstanding any provision to the contrary in any such document.