These terms and conditions apply to your use of our development resources including our VeeaHub^TM smart edge node devices, our Developer Kit (as defined below) our Developer Portal and any demonstration and evaluation units and related software and services (collectively “Veea Developer Resources”) provided by Veea Inc. ("Veea" or "us") to you (if using or registering as an individual) or the entity you represent (if using or registering as a business) ("you"). Our Veea Edge Developer Kit, which may include a VeeaHub device if you selected one at your time of registration, system files, packaged APIs, and library files, if and when they are made available (collectively, the "Developer Kit"). 

By registering as a user or purchasing the Developer Kit or otherwise utilizing Veea Developer Resources, you agree to be bound by these Terms and represent that you have the authority to bind yourself or the company you represent. The terms “Veea Developer Resources,” “Developer Kit” , “Veea Products” and “Veea Products and Services” may be used interchangeably herein. Please read these Terms carefully. Your use of the Developer Veea Developer Resources and/or the Developer Kit is also governed by End User License Agreement - Veea  (“EULA”), Veea’s General Terms of Use, Product Warranty, 4G Terms of Use and vTPN Terms of Use, all available on Veea’s corporate website (“Additional Terms of Use”). To the extent that there is a conflict between these Developer Terms of Use and the EULA (and/or the Additional Terms of Use), these Terms will govern. In addition, by using the Developer Kit or associated Veea Products, you acknowledge that you have reviewed and consented to the use of the information you provide us in accordance with the terms of our Privacy Policy. You understand and acknowledge that Veea reserves the right to change, edit or amend these terms of use and any Additional Terms of Use without notice.

1. Developer License

Subject to these Terms, Veea grants you a limited, worldwide, non-assignable, non-exclusive, non-sublicensable and revocable (as set forth in these Terms) license to use the Veea Developer Resources and Developer Kit solely for the purpose of your developing, supporting, evaluating and testing your applications that use the Developer Kit or other Veea Developer Resources.

You agree that Veea or third parties owns all legal right, title and interest in and to the Veea Developer Kit and any other Veea Developer Resources, including any Intellectual Property Rights that subsist in the Developer Kit or Veea Developer Resources. “Intellectual Property Rights” means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights. Veea reserves all rights not expressly granted to you.

Nothing in these Terms gives you a right to use any of Veea’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.

You agree that Veea may use your company logo, associated trademark, service mark or other distinctive brand features in marketing, sales, and public relations materials and other communications solely to identify you as a user of the Developer Kit and to otherwise promote the use of Veea Products and Services.

You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Developer Kit.

2. No Unauthorized, Unlawful, or Harmful Use of the Veea Developer Resources

You may use the license only for the purposes of building applications that use the functionalities of VeeaHubs and Veea Edge. Except to the extent required by any applicable third-party licenses, you may not copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the Developer Program or any part of the Developer Veea Developer Resources.

Use, reproduction and distribution of any components of the Developer Program or Veea Developer Resources licensed under an open source software license are governed solely by the terms of that open source software license and not these Terms. You agree to remain a licensee in good standing in regard to such open source software licenses under all the rights granted and to refrain from any actions that may terminate, suspend, or breach such rights.

You may not use the Veea Developer Resources for any other commercial or non-commercial purposes or in any way that:

• Is unlawful or harms Veea, its customers, suppliers, or other parties, as determined in Veea's sole discretion.
• Breaches any code of conduct, policy, or other notice applicable to the Veea Developer Resources.
• Could damage, disable, overburden, or impair the Veea Developer Resources (or any network(s) connected to the Veea Developer Resources) or interfere with any other party's use of the Veea Developer Resources.

3. Fees

You agree to pay the applicable monthly fee for the Developer Resources, if applicable or any other fees and charges for the use of Veea Developer Resources. You hereby authorize Veea, (its designees, successors or assigns), to charge the debit/card provided during your enrollment to pay for all charges, including monthly charges and the fees, if due and owing described in paragraph 10. This authorization will remain in full force and effect until all payment obligations hereunder have been satisfied and the VeeaHub(s) provided to is returned to Veea. You agree that all VeeaHub devices provided to you as part of the Developer Kit are, and will remain at all times, the exclusive property of Veea or its assigns and at all times remain separately identifiable personal property of Veea, and that your use the devices confers no ownership rights of any kind on you. You agree to pay all taxes and fees imposed by governments or governmental entities. We may not give advance notice of changes to these charges. To determine taxes & fees, we use the street address you provided upon registration (“PPU”). The PPU for Puerto Rico customers must be in Puerto Rico. If you did not identify the correct PPU, or if you provided an address, such as a PO Box, that is not a recognized street address, does not allow us to identify the applicable taxing jurisdiction(s) or does not reflect the Service area associated with your device, you may be assigned a default location for tax purposes. 

4. Your Account; Changes to Account Settings; User Permissions

You are responsible for maintaining your account and password's confidentiality and for restricting access to your computer. We may provide the ability for you to grant additional users access to your account under separate usernames and passwords. You agree that you are responsible for all activities that occur under your account or password, including all activities that occur under any username you grant access to your account. You will ensure that all users granted access to your account comply with these Terms, the EULA or other agreement related to the use of the Veea Developer Resources and Developer Kit. If you make changes to your settings or user permissions within the Veea Developer Resources, it may take some time for our system to process the change, and you acknowledge that those changes may not take effect immediately.

5. Changes to these Terms and the Veea Developer Resources

We may, at our discretion, make any change to these Terms without notice to you. You are responsible for reviewing the revised Terms and any applicable postings. CONTINUED USE OF THE VEEA DEVELOPER RESOURCES, DEVELOPER KIT AFTER SUCH CHANGES OR POSTINGS WILL CONSTITUTE YOUR ACCEPTANCE OF THE CHANGES OR POSTINGS. We may change the Veea Developer Resources or delete any features or functionality, or any aspect of the services, in any way at any time for any reason.

6. Materials You Post or Provide; Communications Monitoring; No Unlawful or Prohibited Use

These Terms sets forth our rights related to any product information you post or submit through the Veea Developer Resources. For other information and materials, you post or otherwise provide to Veea related to the Veea Developer Resources (a "Submission"), you grant Veea and its affiliates a non-exclusive, royalty-free, perpetual, irrevocable license to (1) use, copy, distribute, transmit, make available, publicly display, publicly perform, reproduce, edit, adapt, modify, translate, reformat and create derivative works of your Submission, each in connection with the Veea Developer Resources and the Developer Program, and (2) sublicense these rights, to the maximum extent permitted by applicable law. Veea will not pay you for your Submission and may remove your Submission at any time. For each Submission you provide, you represent that you have all rights necessary for you to grant us the rights provided in this section.

You acknowledge that we will communicate with you primarily via e-mail or by posting notices on the Veea Developer Resources. You agree that all agreements, notices, disclosures, and any other communications that we provide to you electronically satisfy any legal requirements that such communications be in writing. To the maximum extent permitted by applicable law, Veea may monitor any electronic communications you make in connection with the Veea Developer Resources and may disclose such information in the event it has a good faith reason to believe it is necessary for purposes of ensuring your compliance with this Terms, and protecting the rights, property, and interests of Veea or any third party.

As a condition of your use of the Veea Developer Resources and Developer Kit, you warrant to Veea that you will not use the Sites for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Products in any manner that could damage, disable, overburden, or impair the Products or interfere with any other party’s use and enjoyment of the Products. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for or through the Products. Any software and all underlying information and technology downloaded or viewed from a Site (collectively the “Software or Technical Data”) by you may be subject to U.S. export controls, including the Export Administration Act (50 U.S.C. Appx. §§ 2401 et seq.) and the Export Administration Regulations (50 C.F.R. Parts 730-774) and may be subject to export or import regulations in other countries. You are responsible for complying with all trade regulations and laws both foreign and domestic. Except as authorized by law, you agree and warrant not to export or re-export the Software or Technical Data to any county, or to any person, entity, or end-user subject to U.S. export controls, including without limitation persons or entities listed on the U.S. Department of Commerce Bureau of Export Administration’s Denied Parties List and the U.S. Department of Treasury’s Specially Designated Nationals. You further represent and warrant that no U.S. federal agency has suspended, revoked, or denied your export privileges.

7. Confidentiality and Publicity.

You may use Veea Confidential Information only in connection with your use of the Developer Program as permitted under these Terms. You will not disclose Veea Confidential Information during the Term or at any time during the 5-year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Veea Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. “Veea Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential, including, without limitation, (a) all nonpublic information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates and (d) the results of your evaluation and development activity. Veea Confidential Information does not include any information that: (i) is or becomes publicly available without breach of these Terms; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the Veea Confidential Information. You agree that you will not directly or indirectly sell, modify, distribute, reverse engineer, reverse assemble, disassemble, or otherwise attempt to derive source code, the underlying ideas, algorithms, structure or organization of the Veea Products, or sublicense any content or software made available to you on the Site or Products or any portion thereof, or use such material other than through the Products as permitted under these Terms of Use.

8. No Warranties

VEEA PROVIDES THE VEEA DEVELOPER RESOURCES "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE." YOU EXPRESSLY AGREE THAT USE OF THE VEEA DEVELOPER RESOURCES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VEEA MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE VEEA DEVELOPER RESOURCES OR THE INFORMATION, CONTENT, OR MATERIALS INCLUDED ON THE VEEA DEVELOPER RESOURCES AND DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS, AND NON-INFRINGEMENT, (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE VEEA DEVELOPER RESOURCES WILL BE UNINTERRUPTED OR ERROR-FREE. VEEA DOES NOT WARRANT THAT THE VEEA DEVELOPER RESOURCES, ITS SERVERS OR E-MAILS SENT ARE ERROR-FREE, WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME, OR ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

9. Limitation of Liability

IN NO EVENT WILL VEEA BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THESE TERMS OR YOUR USE OF THE VEEA DEVELOPER RESOURCES, EVEN IF VEEA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SECTIONS, YOU ACKNOWLEDGE AND AGREE THAT VEEA IS NOT RESPONSIBLE OR LIABLE FOR (1) ANY CONTENT; (2) ANY THIRD PARTY CONDUCT, TRANSMISSIONS OR DATA; (3) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE VEEA DEVELOPER RESOURCES; (4) ANY INCOMPATIBILITY BETWEEN THE VEEA DEVELOPER RESOURCES, SERVICES, SOFTWARE, AND HARDWARE; OR (5) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE VEEA DEVELOPER RESOURCES. THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THESE TERMS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

10. Indemnification

You agree to indemnify, defend and hold harmless Veea, its subsidiaries, affiliates, directors, officers, shareholders, employees, consultants, agents and suppliers from and against any and all claims, liabilities, demands, suits, actions, proceedings, expenses, damages (actual, special and consequential), costs, settlement amounts, losses and expenses (including legal and other professional fees) arising from or in any way related to: (i) any third party claims relating to your use of the Veea Developer Resources, any Veea site or any Veea products or services, (ii) any violation of these Terms of Use by you; or (iii) any other actions or omissions connected with your use or misuse of the Veea Developer Resources, any Veea site or any Veea products or services (including all actions or omissions taken under your account).

11. Term: Termination; Access Restriction

Your license to use the Veea Developer Resources shall be in effect for twenty-four (24) months from your date of registration (the “Term”) unless terminated by either you or Veea as set out below.

Your license will automatically terminate without notice or other action when we cease to provide the Veea Developer Resources or any portion of the Veea Developer Resources to users in the country in which you are resident or from which you use the service. Veea may at any time, terminate your License, with or without cause, upon notice to you. You may terminate your license upon written notice to Veea.

Upon any termination or suspension of your license, your right to use the Veea Developer Resources will cease immediately, and you will not be able to retrieve any information related to your account. The provisions of paragraphs 1 (in respect of Veea’s intellectual property rights), 7-10 and 12. shall survive the expiration or termination of these Terms.

Upon termination of your license or otherwise upon request of Veea, you must return the VeeaHub devices included in the Veea Developer Resources or your Developer Kit within 14 days. If the VeaaHub device(s) are not returned within the 14-day period, you may be assessed a termination fee (“Termination Fee”). The Termination Fee will only be assessed if the VeeaHub devices provided as part of the Veea Developer Resources or your Developer Kit are not returned to Veea. The termination fee is not a penalty, but rather partially compensates Veea for providing the VeeaHub devices for no upfront cost as part of the Veea Developer Resources or Developer Kit. The amount of the Termination Fee will be determined based on the sales price of the VeeaHub at the time of your registration and unexpired period remaining on our license.

You expressly acknowledge and agree that any Veea Developer Resources including any devices or equipment provided to you by Veea for use in your development and/or evaluation activities are provided solely for those specific purposes and may not be sold, transferred or otherwise disposed of without Veea’s express written consent. 

12. Choice of Law; Location for Resolving Disputes

To the maximum extent permitted by law, these Terms of Use and your use of the Products is governed by the laws of the State of New York, U.S.A. and you hereby consent to the exclusive jurisdiction and venue of courts in New York, New York, U.S.A. in all disputes arising out of or relating to the use of the Products. Use of the Products are unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.

13. Interpreting the Terms; Assignment

If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms will continue in effect. Veea may assign these Terms, in whole or in part, at any time without notice to you. You may not assign these Terms, or assign, transfer or sublicense your rights, if any, in whole or part in the Veea Developer Resources, the Developer Kit or any included VeeaHub device. The section titles are solely used for the parties' convenience and have no legal or contractual significance.

If you have any questions or concerns about these Terms, you may contact us at:

Veea Inc.

164 East 83rd Street

New York, New York 10028

Attention: Office of General Counsel

or by email at legal@veea.com