rancher-partner-charts/charts/kasten/k10/eula.txt

KASTEN END USER LICENSE AGREEMENT

This End User License Agreement is a binding agreement between Kasten, Inc., a
Delaware Corporation ("Kasten"), and you ("Licensee"), and establishes the terms
under which Licensee may use the Software and Documentation (as defined below),
including without limitation terms and conditions relating to license grant,
intellectual property rights, disclaimers /exclusions / limitations of warranty,
indemnity and liability, governing law and limitation periods. All components
collectively are referred to herein as the "Agreement."

LICENSEE ACKNOWLEDGES IT HAS HAD THE OPPORTUNITY TO REVIEW THE AGREEMENT, PRIOR
TO ACCEPTANCE OF THIS AGREEMENT. LICENSEE'S ACCEPTANCE OF THIS AGREEMENT IS
EVIDENCED BY LICENSEE'S DOWNLOADING, COPYING, INSTALLING  OR USING THE KASTEN
SOFTWARE. IF YOU ARE ACTING ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU ARE
AUTHORIZED TO BIND THE COMPANY. IF YOU DO NOT AGREE TO ALL TERMS OF THIS
AGREEMENT, DO NOT DOWNLOAD, COPY, INSTALL, OR USE THE SOFTWARE, AND PERMANENTLY
DELETE THE SOFTWARE.

1. DEFINITIONS

1.1 "Authorized Persons" means trained technical employees and contractors of
Licensee who are subject to a written agreement with Licensee that includes use
and confidentiality restrictions that are at least as protective as those set
forth in this Agreement.

1.2 "Authorized Reseller" means a distributor or reseller, including cloud
computing platform providers, authorized by Kasten to resell licenses to the
Software through the channel through or in the territory in which Licensee is
purchasing.

1.3 "Confidential Information" means all non-public information disclosed in
written, oral or visual form by either party to the other.  Confidential
Information may include, but is not limited to, services, pricing information,
computer programs, source code, names and expertise of employees and
consultants, know-how, and other technical, business, financial and product
development information.  "Confidential Information" does not include any
information that the receiving party can demonstrate by its written records (1)
was rightfully known to it without obligation of confidentiality prior to its
disclosure hereunder by the disclosing party; (2) is or becomes publicly known
through no wrongful act of the receiving party; (3) has been rightfully received
without obligation of confidentiality from a third party authorized to make such
a disclosure; or (4) is independently developed by the receiving party without
reference to confidential information disclosed hereunder.

1.4 "Documentation" means any administration guides, installation and user
guides, and release notes that are provided by Kasten to Licensee with the
Software.

1.5  "Intellectual Property Rights" means patents, design patents, copyrights,
trademarks, Confidential Information, know-how, trade secrets, moral rights, and
any other intellectual property rights recognized in any country or jurisdiction
in the world.

1.6 "Node" means a single physical or virtual computing machine recognizable by
the Software as a unique device. Nodes must be owned or leased by Licensee or an
entity controlled by, controlling or under common control with Licensee.

1.7 "Edition" means a unique identifier for each distinct product that is made
available by Kasten and that can be licensed, including summary information
regarding any associated functionality, features, or restrictions specific to
the Edition.

1.8 "Open Source Software" means software delivered to Licensee hereunder that
is subject to the provisions of any open source license agreement.

1.9 "Purchase Agreement" means a separate commercial agreement, if applicable,
between Kasten and the Licensee that contains the terms for the licensing of a
specific Edition of the Software.

1.10 "Software" means any and all software product Editions licensed to Licensee
under this Agreement, all as developed by Kasten and delivered to Licensee
hereunder. Software also includes any Updates provided by Kasten to Licensee.
For the avoidance of doubt, the definition of Software shall exclude any
Third-Party Software and Open Source Software.

1.11 "Third-Party Software" means certain software Kasten licenses from third
parties and provides to Licensee with the Software, which may include Open
Source Software.

1.12 "Update" means a revision of the Software that Kasten makes available to
customers at no additional cost. The Update includes, if and when applicable and
available, bug fix patches, maintenance release, minor release, or new major
releases. Updates are limited only to the Software licensed by Licensee, and
specifically exclude new product offerings, features, options or functionality
of the Software that Kasten may choose to license separately, or for an
additional fee.

1.13 "Use" means to install activate the processing capabilities of the
Software, load, execute, access, employ the Software, or display information
resulting from such capabilities.


2. LICENSE GRANT AND RESTRICTIONS

2.1 Enterprise License.  Subject to Licensee"s compliance with the terms and
conditions of this Agreement (including any additional restrictions on
Licensee"s use of the Software set forth in the Purchase Agreement, if one
exists, between Licensee and Kasten), Kasten grants to Licensee a non-exclusive,
non-transferable (except in connection with a permitted assignment of this
Agreement under Section 14.10 (Assignment), non-sublicensable, limited term
license to install and use the Software, in object code form only, solely for
Licensee"s use, unless terminated in accordance with Section 4 (Term and
Termination).

2.2 Starter License.  This section shall only apply when the Licensee licenses
Starter Edition of the Software. The license granted herein is for a maximum of
5 Nodes and for a period of 12 months from the date of the Software release that
embeds the specific license instance. Updating to a newer Software (minor or
major) release will always extend the validity of the license by 12 months. If
the Licensee wishes to upgrade to an Enterprise License instead, the Licensee
will have to enter into a Purchase Agreement with Kasten which will supersede
this Agreement. The Licensee is required to provide accurate email and company
information, if representing a company, when accepting this Agreement. Under no
circumstances will a Starter License be construed to mean that the Licensee is
authorized to distribute the Software to any third party for any reason
whatsoever.

2.3 Evaluation License.  This section shall only apply when the Licensee has
licensed the Software for an initial evaluation period. The license granted
herein is valid only one time 30 days, starting from date of installation,
unless otherwise explicitly designated by Kasten ("Evaluation Period"). Under
this license the Software can only be used for evaluation purposes. Under no
circumstances will an Evaluation License be construed to mean that the Licensee
is authorized to distribute the Software to any third party for any reason
whatsoever. If the Licensee wishes to upgrade to an Enterprise License instead,
the Licensee will have to enter into a Purchase Agreement with Kasten which will
supersede this Agreement.. If the Licensee does not wish to upgrade to an
Enterprise License   at the end of the Evaluation Period the Licensee"s rights
under the Agreement shall terminate, and the Licensee shall delete all Kasten
Software.

2.4 License Restrictions.  Except to the extent permitted under this Agreement,
Licensee will not nor will Licensee allow any third party to:  (i) copy, modify,
adapt, translate or otherwise create derivative works of the Software or the
Documentation; (ii) reverse engineer, decompile, disassemble or otherwise
attempt to discover the source code of the Software; (iii) rent, lease, sell,
assign or otherwise transfer rights in or to the Software or Documentation; (iv)
remove any proprietary notices or labels from the Software or Documentation; (v)
publicly disseminate performance information or analysis (including, without
limitation, benchmarks) relating to the Software. Licensee will comply with all
applicable laws and regulations in Licensee"s use of and access to the Software
and Documentation.

2.5 Responsibility for Use.  The Software and Documentation may be used only by
Authorized Persons and in conformance with this Agreement.  Licensee shall be
responsible for the proper use and protection of the Software and Documentation
and is responsible for: (i) installing, managing, operating, and physically
controlling the Software and the results obtained from using the Software; (ii)
using the Software within the operating environment specified in the
Documentation; and; (iii) establishing and maintaining such recovery and data
protection and security procedures as necessary for Licensee's service and
operation and/or as may be specified by Kasten from time to time.

2.6 United States Government Users.  The Software licensed under this Agreement
is "commercial computer software" as that term is described in DFAR
252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S.
Government acquires this commercial computer software and/or commercial computer
software documentation subject to the terms and this Agreement as specified in
48 C.F.R. 12.212 (Computer Software) and 12.211 (Technical Data) of the Federal
Acquisition Regulations ("FAR") and its successors. If acquired by or on behalf
of any agency within the Department of Defense ("DOD"), the U.S. Government
acquires this commercial computer software and/or commercial computer software
documentation subject to the terms of this Agreement as specified in 48 C.F.R.
227.7202 of the DOD FAR Supplement and its successors.


3. SUPPORT

3.1          During the Term (as defined below) and subject to Licensee’s compliance 
with the terms and conditions of this Agreement, Licensee may submit queries and 
requests for support for Enterprise Licenses by submitting Service Requests via Veeam 
Support Portal (https://my.veeam.com). Support is not provided for Starter and Evaluation 
Licenses.  Licensee shall be entitled to the support service-level agreement specified 
in the relevant order form or purchase order (“Order Form”) between Licensee and the 
Reseller and as set forth in Kasten’s Support Policy, a copy of which can be found 
at https://www.kasten.io/support-services-policy. Licensee shall also be permitted to 
download and install all Updates released by Kasten during the Term and made generally 
available to users of the Software. Software versions with all updates and upgrades 
installed is supported for six months from the date of release of that version. 

3.2          Starter Edition Support.  If the Licensee has licensed Starter Edition of 
the Software, you will have access to the Kasten K10 Support Community 
(https://community.veeam.com/groups/kasten-k10-support-92), but Kasten cannot guarantee 
a service level of any sort. Should a higher level of support be needed, Licensee has 
the option to consider entering into a Purchase Agreement with Kasten for licensing a 
different Edition of the Software.



4. TERM AND TERMINATION

4.1 Term. The term of this Agreement, except for Starter and Evaluation
Licenses, shall commence on the Effective Date and shall, unless terminated
earlier in accordance with the provisions of Section 4.2 below, remain in force
for the Subscription Period as set forth in the applicable Order Form(s) (the
"Term"). The parties may extend the Term of this Agreement beyond the
Subscription Period by executing additional Order Form(s) and Licensee"s payment
of additional licensing fees. The term of this Agreement for the Starter and
Evaluation Licenses will coincide with the term for Starter Edition (as stated
in section 2.2) and the term for Evaluation Period (as stated in section 2.3),
respectively

4.2 Termination.  Either party may immediately terminate this
Agreement and the licenses granted hereunder if the other party (1) becomes
insolvent and"becomes unwilling or unable to meet its obligations under this
Agreement, (2) files a petition in bankruptcy, (3) is subject to the filing of
an involuntary petition for bankruptcy which is not rescinded within a period of
forty-five (45) days, (4) fails to cure a material breach of any material term
or condition of this Agreement within thirty (30) days of receipt of written
notice specifying such breach, or (5) materially breaches its obligations of
confidentiality hereunder.

4.3 Effects of Termination. Upon expiration or
termination of this Agreement for any reason, (i) any amounts owed to Kasten
under this Agreement will be immediately due and payable; (ii) all licensed
rights granted in this Agreement will immediately cease; and (iii) Licensee will
promptly discontinue all use of the Software and Documentation and return to
Kasten any Kasten Confidential Information in Licensee"s possession or control.

4.4 Survival.  The following Sections of this Agreement will remain in effect
following the expiration or termination of these General Terms for any reason:
4.3 (Effects of Termination), 4.4 (Survival), 5 (Third Party Software) 5
(Confidentiality), 9 (Ownership), 10.2 (Third-Party Software), 10.3 (Warranty
Disclaimer), 11 (Limitations of Liability), 12.2 (Exceptions to Kasten
Obligation), 13 (Export) and 14 (General).


5. THIRD PARTY AND OPEN SOURCE SOFTWARE Certain Third-Party Software or Open
Source Software (Kasten can provide a list upon request) that may be provided
with the Software may be subject to various other terms and conditions imposed
by the licensors of such Third-Party Software or Open Source Software.  The
terms of Licensee"s use of the Third-Party Software or Open Source Software is
subject to and governed by the respective Third-Party Software and Open Source
licenses, except that this Section 5 (Third-Party Software), Section 10.2 (Third
Party Software), 10.3 (Warranty Disclaimer), Section 11 (Limitations of
Liability), and Section 14 (General) of this Agreement also govern Licensee"s
use of the Third-Party Software.  To the extent applicable to Licensee"s use of
such Third-Party Software and Open Source, Licensee agrees to comply with the
terms and conditions contained in all such Third-Party Software and Open Source
licenses.


6. CONFIDENTIALITY Neither party will use any Confidential Information of the
other party except as expressly permitted by this Agreement or as expressly
authorized in writing by the disclosing party.  The receiving party shall use
the same degree of care to protect the disclosing party"s Confidential
Information as it uses to protect its own Confidential Information of like
nature, but in no circumstances less than a commercially reasonable standard of
care.  The receiving party may not disclose the disclosing party"s Confidential
Information to any person or entity other than to (i) (a) Authorized Persons in
the case the receiving party is Licensee, and (b) Kasten"s employees and
contractors in the case the receiving party is Kasten, and (ii) who need access
to such Confidential Information solely for the purpose of fulfilling that
party"s obligations or exercising that party"s rights hereunder.  The foregoing
obligations will not restrict the receiving party from disclosing Confidential
Information of the disclosing party: (1) pursuant to the order or requirement of
a court, administrative agency, or other governmental body, provided that the
receiving party required to make such a disclosure gives reasonable notice to
the disclosing party prior to such disclosure; and (2) on a confidential basis
to its legal and financial advisors.  Kasten may identify Licensee in its
customer lists in online and print marketing materials.


7. FEES Fees for Enterprise License shall be set forth in separate Order Form(s)
attached to a Purchase Agreement, between the Licensee and Kasten.

If Licensee has obtained the Software through an Authorized Reseller, fees for
licensing shall be invoiced directly by the Authorized Reseller.

If no Purchase Agreement exists, during the term of this Agreement,  Kasten
shall license the Starter Edition only and no other Edition of the Software
"at no charge" to Licensee.


8. USAGE DATA Kasten may collect, accumulate, and aggregate certain usage
statistics in order to analyze usage of the Software, make improvements, and
potentially develop new products. Kasten may use aggregated anonymized data for
any purpose that Kasten, at its own discretion, may consider appropriate.


9. OWNERSHIP As between Kasten and Licensee, all right, title and interest in
the Software, Documentation and any other Kasten materials furnished or made
available hereunder, all modifications and enhancements thereof, and all
suggestions, ideas and feedback proposed by Licensee regarding the Software and
Documentation, including all copyright rights, patent rights and other
Intellectual Property Rights in each of the foregoing, belong to and are
retained solely by Kasten or Kasten"s licensors and providers, as applicable.
Licensee hereby does and will irrevocably assign to Kasten all evaluations,
ideas, feedback and suggestions made by Licensee to Kasten regarding the
Software and Documentation (collectively, "Feedback") and all Intellectual
Property Rights in and to the Feedback.  Except as expressly provided herein, no
licenses of any kind are granted hereunder, whether by implication, estoppel, or
otherwise.


10. LIMITED WARRANTY AND DISCLAIMERS

10.1 Limited Warranty.  Kasten warrants for a period of thirty (30) days from
the Effective Date that the Software will materially conform to Kasten"s
then-current Documentation (the "Warranty Period") when properly installed on a
computer for which a license is granted hereunder. Licensee"s exclusive remedy
for a breach of this Section 10.1 is that Kasten shall, at its option, use
commercially reasonable efforts to correct  or replace the Software, or refund
all or a portion of the fees paid by Licensee pursuant to the Purchase
Agreement. Kasten, in its sole discretion, may revise this limited warranty from
time to time.

10.2 Third-Party Software.  Except as expressly set forth in this Agreement,
Third-Party Software (including any Open Source Software) are provided on an
"as-is" basis at the sole risk of Licensee. Notwithstanding any language to the
contrary in this Agreement, Kasten makes no express or implied warranties of any
kind with respect to Third-Party Software provided to Licensee and shall not be
liable for any damages regarding the use or operation of the Third-Party
Software furnished under this Agreement.  Any and all express or implied
warranties, if any, arising from the license of Third-Party Software shall be
those warranties running from the third party manufacturer or licensor to
Licensee.

10.3 Warranty Disclaimer.  EXCEPT FOR THE LIMITED WARRANTY PROVIDED ABOVE,
KASTEN AND ITS SUPPLIERS MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, RELATING TO THE SOFTWARE OR TO KASTEN"S MAINTENANCE,
PROFESSIONAL OR OTHER SERVICES.  KASTEN SPECIFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE
AND NON-INFRINGEMENT. KASTEN AND ITS SUPPLIERS AND LICENSORS DO NOT WARRANT OR
REPRESENT THAT THE SOFTWARE WILL BE FREE FROM BUGS OR THAT ITS USE WILL BE
UNINTERRUPTED OR ERROR-FREE. THIS DISCLAIMER SHALL APPLY NOTWITHSTANDING THE
FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. EXCEPT
AS STATED ABOVE, KASTEN AND ITS SUPPLIERS PROVIDE THE SOFTWARE ON AN "AS IS"
BASIS.  KASTEN  PROVIDES NO WARRANTIES WITH RESPECT TO THIRD PARTY SOFTWARE AND
OPEN SOURCE SOFTWARE.


11. LIMITATIONS OF LIABILITY

11.1 EXCLUSION OF CERTAIN DAMAGES.  EXCEPT FOR BREACHES OF SECTION 6
(CONFIDENTIALITY) OR SECTION 9 (OWNERSHIP),  IN NO EVENT WILL EITHER PARTY BE
LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR
RELIANCE DAMAGES, INCLUDING ANY LOST DATA, LOSS OF USE AND LOST PROFITS, ARISING
FROM OR RELATING TO THIS AGREEMENT, THE SOFTWARE OR DOCUMENTATION, EVEN IF SUCH
PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF, OR COULD REASONABLY HAVE
PREVENTED, SUCH DAMAGES.

11.2 LIMITATION OF DAMAGES.  EXCEPT FOR THE BREACHES OF SECTION 6
(CONFIDENTIALITY) OR SECTION 9 (OWNERSHIP), EACH PARTY"S TOTAL CUMULATIVE
LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SOFTWARE,
DOCUMENTATION, OR SERVICES PROVIDED BY KASTEN, WILL NOT EXCEED THE AMOUNT OF
FEES PAID OR PAYABLE BY LICENSEE FOR THE SOFTWARE, DOCUMENTATION OR SERVICES
GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS FOLLOWING THE EFFECTIVE DATE.
LICENSEE AGREES THAT KASTEN"S SUPPLIERS AND LICENSORS WILL HAVE NO LIABILITY OF
ANY KIND UNDER OR AS A RESULT OF THIS AGREEMENT. IN THE CASE OF KASTEN"S
INDEMNIFICATION OBLIGATIONS, KASTEN"S CUMULATIVE LIABILITY UNDER THIS AGREEMENT
SHALL BE LIMITED TO THE SUM OF THE LICENSE FEES PAID OR PAYABLE BY LICENSEE FOR
THE SOFTWARE, DOCUMENTATION OR SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE
(12) MONTHS FOLLOWING THE EFFECTIVE DATE.

11.3 THIRD PARTY SOFTWARE.  NOTWITHSTANDING ANY LANGUAGE TO THE CONTRARY IN THIS
AGREEMENT, KASTEN SHALL NOT BE LIABLE FOR ANY DAMAGES REGARDING THE USE OR
OPERATION OF ANY THIRD-PARTY SOFTWARE FURNISHED UNDER THIS AGREEMENT.

11.4 LIMITATION OF ACTIONS.  IN NO EVENT MAY LICENSEE BRING ANY CAUSE OF ACTION
RELATED TO THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE OCCURRENCE OF THE
EVENT GIVING RISE TO THE LIABILITY.


12. EXPORT
The Software, Documentation and related technical data 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. Licensee shall comply with all such
regulations and agrees to obtain all necessary licenses to export, re-export, or
import the Software, Documentation and related technical data.


13. GENERAL

13.1 No Agency. Kasten and Licensee each acknowledge and agree that the
relationship established by this Agreement is that of independent contractors,
and nothing contained in this Agreement shall be construed to: (1) give either
party the power to direct or control the daytoday activities of the other; (2)
deem the parties to be acting as partners, joint venturers, coowners or
otherwise as participants in a joint undertaking; or (3) permit either party or
any of either party"s officers, directors, employees, agents or representatives
to create or assume any obligation on behalf of or for the account of the other
party for any purpose whatsoever.

13.2 Compliance with Laws.  Each party agrees to comply with all applicable
laws, regulations, and ordinances relating to their performance hereunder.
Without limiting the foregoing, Licensee warrants and covenants that it will
comply with all then current laws and regulations of the United States and other
jurisdictions relating or applicable to Licensee"s use of the Software and
Documentation including, without limitation, those concerning Intellectual
Property Rights, invasion of privacy, defamation, and the import and export of
Software and Documentation.

13.3 Force Majeure.  Except for the duty to pay money, neither party shall be
liable hereunder by reason of any failure or delay in the performance of its
obligations hereunder on account of strikes, riots, fires, flood, storm,
explosions, acts of God, war, governmental action, earthquakes, or any other
cause which is beyond the reasonable control of such party.

13.4 Governing Law; Venue and Jurisdiction.  This Agreement shall be interpreted
according to the laws of the State of California without regard to or
application of choiceoflaw rules or principles.  The parties expressly agree
that the United Nations Convention on Contracts for the International Sale of
Goods and the Uniform Computer Information Transactions Act will not apply.  Any
legal action or proceeding arising under this Agreement will be brought
exclusively in the federal or state courts located in Santa Clara County,
California and the parties hereby consent to the personal jurisdiction and venue
therein.

13.5 Injunctive Relief.  The parties agree that monetary damages would not be an
adequate remedy for the breach of certain provisions of this Agreement,
including, without limitation, all provisions concerning infringement,
confidentiality and nondisclosure, or limitation on permitted use of the
Software or Documentation.  The parties further agree that, in the event of such
breach, injunctive relief would be necessary to prevent irreparable injury.
Accordingly, either party shall have the right to seek injunctive relief or
similar equitable remedies to enforce such party's rights under the pertinent
provisions of this Agreement, without limiting its right to pursue any other
legal remedies available to it.

13.6 Entire Agreement and Waiver.  This Agreement and any exhibits  hereto shall
constitute the entire agreement and contains all terms and conditions between
Kasten and Licensee with respect to the subject matter hereof and all prior
agreements, representations, and statement with respect to such subject matter
are superseded hereby.  This Agreement may be changed only by written agreement
signed by both Kasten and Licensee.  No failure of either party to exercise or
enforce any of its rights under this Agreement shall act as a waiver of
subsequent breaches; and the waiver of any breach shall not act as a waiver of
subsequent breaches.

13.7 Severability.  In the event any provision of this Agreement is held by a
court or other tribunal of competent jurisdiction to be unenforceable, that
provision will be enforced to the maximum extent permissible under applicable
law and the other provisions of this Agreement will remain in full force and
effect.  The parties further agree that in the event such provision is an
essential part of this Agreement, they will begin negotiations for a suitable
replacement provision.

13.8 Counterparts.  This Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered (including by
facsimile), shall be deemed an original, and all of which shall constitute one
and the same agreement.

13.9 Binding Effect.  This Agreement shall be binding upon and shall inure to
the benefit of the respective parties hereto, their respective successors and
permitted assigns.

13.10 Assignment.  Neither party may, without the prior written consent of the
other party (which shall not be unreasonably withheld), assign this Agreement,
in whole or in part, either voluntarily or by operation of law, and any attempt
to do so shall be a material default of this Agreement and shall be void.
Notwithstanding the foregoing, Kasten  may assign its rights and benefits and
delegate its duties and obligations under this Agreement without the consent of
Licensee in connection with a merger, reorganization or sale of all or
substantially all relevant assets of the assigning party; in each case provided
that such successor assumes the assigning party"s obligations under this
Agreement.