THIS END USER LICENSE AGREEMENT (“EULA”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A LEGAL ENTITY) AND VEEA INC. (“VEEA”) FOR THE VEEA SOFTWARE INSTALLED ONTO THE VEEAHUB OR OTHER VEEA PRODUCT(S) PUCHASED BY YOU (THE “PRODUCT”), OR LEGALLY DOWNLOADED FROM our website (www.veea.com) OR related or associated subdomains (collectively, the “WEBSite”) OR ANY OTHER CHANNEL PROVIDED BY VEEA (THE “SOFTWARE”).

YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY USING THE PRODUCTS CONTAINING THE SOFTWARE, INSTALLING THE SOFTWARE ONTO THE PRODUCTS OR DEVICE CONNECTED TO THE PRODUCTS.  IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT USE THE PRODUCTS CONTAINING THE SOFTWARE OR DOWNLOAD THE SOFTWARE FROM THE WEBSITE OR ANY OTHER CHANNEL PROVIDED BY VEEA.  INSTEAD, YOU MAY RETURN THE PRODUCT TO VEEA OR THE RESELLER WHERE YOU PURCHASED IT FOR A REFUND IN ACCORDANCE WITH THE APPLICABLE RETURN POLICY.

THIS AGREEMENT CONTAINS A BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER PROVISION IN THE “DISPUTE RESOLUTION” SECTION THAT AFFECTS YOUR RIGHTS UNDER THIS AGREEMENT WITH RESPECT TO ANY “DISPUTE” (AS DEFINED BELOW) BETWEEN YOU AND VEEA, ITS AFFILIATES, PARENTS OR SUBSIDIARIES (COLLECTIVELY, “VEEA ENTITIES”). YOU HAVE A RIGHT TO OPT OUT OF THE BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS AS DESCRIBED IN THE “DISPUTE RESOLUTION” SECTION.

1. Limited Software License 

Subject to the terms and conditions of this EULA, Veea grants you a limited, non-exclusive, non-transferable, personal license to install, run and use one copy of the Software loaded on the Product or on your device connected to the Product solely relating to your authorized use of the Product.

2. Documentation and Backup

You may make and use a reasonable number of copies of any user manuals, technical manuals, and any other materials provided by Veea,  (collectively, the “Documentation”) in printed, electronic, or other form, that describe the installation, operation, use, or technical specifications of the Software provided with the Software; provided that such copies will only be used for internal business purposes and are not to be republished or redistributed (either in hard copy or electronic form) to any third party.  You may make a reasonable number of copies of the Software for backup and archival purposes only.

3. Updates

Any software provided to you by Veea or made available on the Website or any other channel provided by Veea that updates or supplements the original Software is governed by this EULA unless separate license terms are provided with such updates or supplements, in which case, such separate terms will govern.

4. License Limitations 

The license set forth in Paragraphs 1, 2 and 3 applies only to the extent that you have ordered and paid for the Product and states the entirety of your rights with respect to the Software. Veea reserves all rights not expressly granted to you in this EULA. Without limiting the foregoing, you shall not authorize or permit any third party to: (a) use the Software for any purpose other than that in connection with the Product; (b) license, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Software; (c) reverse engineer, decompile, disassemble or attempt to discover the source code of or any trade secrets related to the Software, except and only to the extent that such conduct is expressly permitted by applicable law notwithstanding this limitation; (d) adapt, modify, alter, translate or create any derivative works of the Software; (e) remove, alter or obscure any copyright notice or other proprietary rights notice on the Software or Product; or (f) circumvent or attempt to circumvent any methods employed by Veea to control access to the components, features or functions of the Product or Software.

5. Open Source

Certain components of the Software may incorporate “open source” software.  Open source software is subject to the applicable open source license (e.g.  the GNU General Public License  currently available at http://www.gnu.org/licenses/old-licenses/gpl-2.0.html ).  The terms of the specific open source license will control solely with respect to those components licensed to Veea and, in the event of a conflict with this EULA, the open source license will prevail with respect to  your use of such components.  Open source disclosure information is available as part of user and developer information provided as part of Veea’s Products and Software.

6. Veea’s Right to Audit

Veea will have the right to audit your compliance with the terms of this EULA. You agree to grant Veea a right to access to your facilities, equipment, books, records and documents and to otherwise reasonably cooperate with Veea in order to facilitate any such audit by Veea or its authorized agent.

7. Intellectual Property Ownership

The Software is the property of Veea and its licensors, protected by copyright and other intellectual property laws and treaties. Veea or its licensors own all rights, titles and interests in and to the Software, including but not limited to copyright and any other intellectual property rights. 

8. Limited Warranty

Veea provides a limited warranty that the Software will substantially conform to Veea’s published specifications for the Software, if any, or otherwise set forth on the Website, for a period required by your local law. Veea will use commercially reasonable efforts to, in Veea’s sole discretion, either correct any such nonconformity in the Software or replace any Software that fails to comply with the foregoing warranty, provided that you give Veea written notice of such noncompliance within the warranty period. The foregoing warranty does not apply to any noncompliance resulting from any: (a) use, reproduction, distribution or disclosure not in accordance with this EULA; (b) any customization, modification or other alteration of the Software by anyone other than Veea; (c) combination of the Software with any product, services or other items provided by anyone other than Veea; or (d) your failure to comply with this EULA.  Veea may, but is not required to, provide technical support for the Software.

9. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SOFTWARE IS PROVIDED “AS IS” AND WITH ALL FAULTS. VEEA AND ITS SUPPLIERS HEREBY DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE AND NONINFRINGEMENT, WITH REGARD TO THE SOFTWARE. WITHOUT LIMITING THE FOREGOING, VEEA DOES NOT WARRANT THAT THE SOFTWARE WILL BE FREE OF BUGS, ERRORS, VIRUSES OR OTHER DEFECTS.

10. Disclaimer of Certain Damages 

IN NO EVENT WILL VEEA OR ITS LICENSORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, INFORMATION, REVENUE, PROFIT OR BUSINESS) ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SOFTWARE OR OTHERWISE UNDER OR IN CONNECTION WITH THIS EULA OR THE SOFTWARE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY EVEN IF VEEA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Limitation of Liability 

VEEA’S AND ITS SUPPLIERS’ LIABILITY ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SOFTWARE OR OTHERWISE UNDER OR IN CONNECTION WITH THIS EULA OR THE SOFTWARE IS LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE PRODUCT REGARDLESS OF THE AMOUNT OF DAMAGES YOU MAY INCUR AND WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY. The foregoing disclaimer of warranties, disclaimer of certain damages and limitation of liability will apply to the maximum extent permitted by applicable law. The laws of some states/jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of certain damages. To the extent that those laws apply to this EULA, the exclusions and limitations set forth above may not apply to you.

12. Export Restrictions

You agree to comply with all applicable laws, rules and regulations in connection with your use of the Product or Software.  You acknowledge that the Software is subject to U.S. export restrictions. You agree to comply with all applicable laws and regulations that apply to the Software, including without limitation the U.S. Export Administration Regulations.

13. Termination 

This Agreement is effective until terminated.  Without prejudice to any other rights, Veea may terminate this EULA if you do not abide by the terms and conditions contained herein. In such event, you must cease use of the Software and destroy all copies of the Software and all of its component parts.

14. Assignment 

You shall not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of your obligations or performance, under this EULA, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Veea’s prior written consent, which consent Veea may give or withhold in its sole discretion. No delegation or other transfer will relieve you of any of your obligations or performance under this EULA. Any purported assignment, delegation, or transfer in violation of this Paragraph 14 is void. Veea may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this EULA without your consent. This EULA is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns and nothing herein, express or implied, is intended to or shall confer on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this EULA.

15. Governing Law 

All matters arising out of or relating to this EULA shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this EULA or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the City of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding.  Service of process, summons, notice, or other document by mail to the address listed in your user account shall be effective service of process for any suit, action, or other proceeding brought in any such court. This EULA shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Veea as a result of this Agreement or use of the Services. Veea’s performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of Veea’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by Veea with respect to such use.

16. Dispute Resolution 

Any dispute, controversy or claim arising out of or relating to this EULA, the Product or services provided by Veea with respect to the Product, or the Software shall be resolved exclusively and finally by arbitration under the current commercial rules of the American Arbitration Association, except as otherwise provided below. The arbitration will be conducted before a single arbitrator and will be limited solely to the dispute between you and Veea. The arbitration, or any portion of it, will not be consolidated with any other arbitration and will not be conducted on a class-wide or class action basis. The arbitration shall be held in New York County, New York, U.S.A. by submission of documents, by telephone, online or in person as determined by the arbitrator at the request of the parties. The prevailing party in any arbitration or legal action occurring within the United States or otherwise shall receive all costs and reasonable attorneys’ fees, including any arbitration fee paid by the prevailing party. Any decision rendered in such arbitration proceedings will be final and binding on the parties, and judgment may be entered thereon in any court of competent jurisdiction. You understand that, in the absence of this provision, you would have had a right to litigate any such dispute, controversy or claim in a court, including the right to litigate claims on a class-wide or class-action basis, and you expressly and knowingly waive those rights and agree to resolve any disputes through binding arbitration in accordance with the provisions of this Section 16. The arbitration award shall be final and binding on the parties and may be enforced in any court having jurisdiction. Nothing in this Section shall be deemed to prohibit or restrict Veea from seeking injunctive relief or seeking such other rights and remedies as it may have at law or equity for any actual or threatened breach of any provision of this EULA relating to Veea’s intellectual property rights. ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH YOU AND PIA SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE PROCEEDINGS. THIS PROVISION IS NOT APPLICABLE TO THE EXTENT SUCH WAIVER IS PROHIBITED BY LAW.

17. Government Use

If you are accessing the Products on behalf of the United States Government (“USG”), then the following provision applies:

All software associated with the Products constitute commercial computer software. If acquired by or on behalf of an agency, department, or other entity of the USG, the use, duplication, reproduction, release, modification, disclosure or transfer of this software, and any related documentation of any kind, including technical data or manuals no matter how received by the USG, is restricted by the terms and conditions of a license agreement in accordance with Federal Acquisition Regulation 12.212 for civilian agencies, and Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies. All such software and Products were developed exclusively at private expense.  All other use is prohibited.

18. Severability 

If any provision of this EULA is invalid, illegal or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

19. Entire Agreement; Amendment

This EULA sets forth the entire agreement of Veea and you with respect to the Software and the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements whether written or oral.  No amendment, modification or waiver of any of the provisions of this EULA will be valid unless set forth in a written instrument signed by the party to be bound thereby.

20. Construction and Headings

This EULA shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.  The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.