{"id":56844,"date":"2022-08-04T16:53:49","date_gmt":"2022-08-04T16:53:49","guid":{"rendered":""},"modified":"2024-10-23T10:32:19","modified_gmt":"2024-10-23T14:32:19","slug":"master-terms-and-conditions","status":"publish","type":"page","link":"https:\/\/www.commvault.com\/legal\/master-terms-and-conditions","title":{"rendered":"Master Terms and Conditions"},"content":{"rendered":"\n<div class=\"wp-block-group\" style=\"padding-top:4%;padding-right:4%;padding-bottom:4%;padding-left:4%\"><div class=\"wp-block-group__inner-container is-layout-flow wp-block-group-is-layout-flow\">\n<h1 class=\"wp-block-heading has-text-align-center is-style-heading-sans is-style-heading-1 mt-lg\" id=\"h-commvault-master-terms-amp-conditions\">Commvault Master Terms &amp; Conditions <\/h1>\n\n\n\n<p class=\"has-text-align-center is-style-large\"><em>Commvault\u2019s industry-leading Intelligent Data Services Platform empowers businesses to store, protect, optimize, and use data, wherever it lives. Delivering the ultimate in simplicity and flexibility, the Intelligent Data Services Platform is available as a license, term-based subscription, integrated appliance, or software-as-a-service. <\/em><\/p>\n\n\n\n<div class=\"wp-block-buttons is-content-justification-center is-layout-flex wp-container-core-buttons-is-layout-1 wp-block-buttons-is-layout-flex\">\n<div class=\"wp-block-button\"><span><a class=\"wp-block-button__link wp-element-button\" href=\"\/wp-content\/uploads\/2024\/10\/CVLT-Master-TC-5.1.24-for-download-no-signature-2.pdf\" target=\"_blank\" rel=\"noreferrer noopener\"><span>Download PDF <\/span><svg width=\"15\" height=\"15\" viewBox=\"0 0 17 17\" fill=\"none\" xmlns=\"http:\/\/www.w3.org\/2000\/svg\"><path fill-rule=\"evenodd\" clip-rule=\"evenodd\" d=\"M12.5858 7.50008L6.79289 1.70718L8.20711 0.292969L16.4142 8.50008L8.20711 16.7072L6.79289 15.293L12.5858 9.50008H0V7.50008H12.5858Z\" fill=\"currentcolor\"\/><\/svg>\n\t<\/a><\/div>\n<\/div>\n<\/div><\/div>\n\n\n\n<div style=\"height:16px\" aria-hidden=\"true\" class=\"block-visibility-hide-large-screen block-visibility-hide-medium-screen wp-block-spacer\"><\/div>\n\n\n\n<p class=\"is-style-large\"><strong>1. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Solutions<\/span><\/mark>. <\/strong>These Master Terms and Conditions (the \u201cTerms\u201d) apply to Customer\u2019s use of Commvault\u2019s software or software-as-a-service and any related product documentation (together, the \u201cSolutions).\u201d<br>&nbsp;<\/p>\n\n\n\n<ul class=\"wp-block-list is-style-numbered-large\">\n<li class=\"\"><span style=\"text-decoration: underline;\"><strong><a href=\"#software\">Software<\/a>.<\/strong><\/span> These terms apply to Commvault\u2019s on-premise software (\u201cSoftware).\u201d<\/li>\n\n\n\n<li class=\"Software-as-a-Service\"><span style=\"text-decoration: underline;\"><strong><a href=\"#SaaS\">Software-as-a-Service<\/a>.<\/strong><\/span> These terms apply to Commvault\u2019s \u201cSaaS Solution.\u201d &nbsp;<br><br><\/li>\n<\/ul>\n\n\n\n<p class=\"is-style-large\"><strong>2. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Customer Use<\/span><\/mark>.<\/strong> &nbsp;Customer is responsible for ensuring that it maintains and operates the information technology infrastructure from which the Solutions copy, back up, maintain, and transfer Customer\u2019s data including databases, applications, files, software, computers, servers, network hardware, or any other device (collectively, the \u201cCustomer Environment\u201d) and determining whether the Solutions meet Customer\u2019s technical, business or regulatory requirements. Commvault will cooperate with Customer\u2019s efforts to determine whether use of the Solutions is consistent with those requirements. If&nbsp; Customer elects to use either of the Solutions for archiving purposes,&nbsp; Customer shall create,&nbsp; and maintain backups of,&nbsp; a secondary copy of all archived data. Customer\u2019s shall not: (i) interfere with the proper working of the Solutions or, if applicable, impose an unreasonably large load on Commvault\u2019s infrastructure; (ii) copy, modify, disassemble, decompile or reverse engineer any part of the Solutions or apply any other process or procedure to derive source code or functionality of any software included in the Solutions; (iii) violate or infringe upon any third-party right, including any intellectual property right or right of privacy; (iv) initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs; (v) use the Solutions in order to build a similar or competitive application or service; or (vi) violate any applicable laws.<br><br><\/p>\n\n\n\n<p class=\"is-style-large\"><strong>3. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Customer Acknowledgments<\/span><\/mark>. <\/strong>Customer acknowledges and agrees (i) effective security is dependent on multi-layered, multi-faceted combination of solutions, deployed and managed in accordance with appropriate policies and procedures consistently applied, (ii)&nbsp; the quality of data, other output and strength of Customer\u2019s threat detection program are dependent on the configuration and deployment of the deceptive environment by Customer and its Authorized Users, (iii) no individual element alone is sufficient to detect and prevent all security threats, as a result Commvault does not warrant and disclaims liability that all security threats will be detected and prevented by the Solutions and (iv) Customer is solely responsible for maintaining, including without limitation, implementing updates and patches, all software and hardware which is utilized by or integrated with the Solutions.<br><br><\/p>\n\n\n\n<p class=\"is-style-large\"><strong>4. <span style=\"text-decoration: underline;\"><mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\">I<\/mark><\/span><mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">ntellectual Property<\/span><\/mark>.<\/strong> Commvault delivers great value to its Customers through its intellectual property. Customer agrees that Commvault-owned or licensed hardware, software, code, trademarks, trade secrets, proprietary methods and systems used to provide the Solutions (collectively, the \u201cCommvault Technology\u201d) and the content made available or displayed by Commvault through the Solutions, including all text, graphics, images, trade names, service marks, product names, and the look and feel of the Solutions (collectively, the \u201cCommvault Content\u201d) are owned by or licensed to Commvault. Other than the authorizations or licenses expressly granted by Commvault to Customer in these Terms, no assignment or other transfer of ownership or any other rights shall be conferred or vest in and to the Commvault Technology or the Commvault Content to Customer, either by implication, estoppel, or otherwise.<br><br><\/p>\n\n\n\n<p class=\"is-style-large\"><strong>5. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Professional Services<\/span><\/mark>.<\/strong> Commvault may provide \u201cProfessional Services\u201d which may be further described in a separate document. Customer acknowledges that all right, title and interest to any and all work or work products developed or produced during the performance of Professional Services are the sole property of Commvault. \u201cWork or work product\u201d means all ideas, concepts, know-how, techniques, inventions, discoveries, improvements, secret processes, trade secrets, trademarks, patentable, copyrightable subject matter or any other work developed or produced during the performance of the Professional Services, whether individually by Commvault or jointly with Customer. Customer is solely responsible for the protection of its legacy data during any Professional Services engagement. Commvault shall, at its own expense, purchase and maintain insurance for the duration of any Professional Services engagement. To the extent permitted by law and except for general employment solicitation practices, Customer agrees that it will not solicit for employment, or employ directly or indirectly, any employee of Commvault involved in a Professional Services engagement during such engagement, or for a period of twelve (12) months thereafter, without Commvault\u2019s consent. Customer acknowledges that the Professional Services will not customize or alter the value or functionality of any Software and no development activity will be included as part of Professional Services. Acceptance of any Software is not contingent upon the performance of the Professional Services. If Customer purchases Commvault\u2019s remote managed services these <a href=\"https:\/\/www.commvault.com\/legal\/commvault-remote-managed-services\">terms<\/a>&nbsp;shall apply.<br><br><\/p>\n\n\n\n<p class=\"is-style-large\"><strong>6. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Free Solutions<\/span><\/mark>. <\/strong>Commvault may provide Customers with a thirty (30)-day free trial or evaluation of the Solutions for non-production purposes (a \u201cTrial\u201d). Commvault may deactivate the Trial upon written notice. The Trial and related solutions are provided \u201cas is\u201d and without representation, warranty, liability or indemnification obligations. Commvault is under no obligation to retain Customer data during a Trial. Customer will uninstall and destroy or return any solution upon expiration of a Trial. To the extent a Trial includes hardware and hard drives (together, the \u201cHardware\u201d), Customer agrees to return the entirety of the Hardware in the same working condition upon expiration of the Trial or pay Commvault\u2019s then-current fees for the Hardware or any damage thereto. Additionally, and to the extent a Trial is a \u201cTry and Buy,\u201d Customer shall issue acceptance and a purchase order for the Solution prior to shipment of the Hardware for the Trial. If Customer has good reason to reject the Solution during the Trial, Customer shall arrange for the return of the Solutions within five (5) days of expiration of Trial (the \u201cReturn Period\u201d). If Customer has not returned the Solutions during the Trial or Return Period, the Solutions and\/or Hardware shall be deemed accepted and purchased.<br><br><\/p>\n\n\n\n<p class=\"is-style-large\"><strong>7. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Diagnostics &amp; Feedback<\/span><\/mark>.<\/strong> Commvault may collect or receive: (i) technical data, such as logs, reports and error messages, (ii) limited personal data, such as names and business contact details, (iii) reports and surveys regarding Customer\u2019s use of the Solutions which may include geolocation data (\u201cReporting\u201d), and (iv) network architecture or security threat data (collectively, \u201cDiagnostic Data\u201d) through the Solutions. Reporting may be disabled by Customer at any time via the dashboard. &nbsp;Further, Customer may provide Commvault with reports, comments, suggestions or ideas relating to the Solutions (\u201cFeedback\u201d). Customer agrees Commvault is free to disclose and use any Feedback, and derivatives thereto, and Customer does not obtain any intellectual property or any other right, title or interest in or to any aspects of the Solutions. Customer grants Commvault a worldwide, non-exclusive, royalty-free, fully-paid up, transferable and sublicensable right to use, reproduce, and modify Diagnostic Data in an anonymized manner.&nbsp;&nbsp;<br><br><\/p>\n\n\n\n<p class=\"is-style-large\"><strong>8. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Confidentiality<\/span><\/mark>.<\/strong> By the nature of Commvault\u2019s services, Commvault and its Customers regularly share confidential, proprietary information with each other. \u201cConfidential Information\u201d means any and all information and material disclosed by one party (the \u201cDiscloser\u201d) to the other party (the \u201cRecipient\u201d) including but not limited to Customer Data, trade secrets, know-how, inventions, techniques, processes, programs, ideas, algorithms, formulas, schematics, testing procedures, software design and architecture, computer code, internal documentation, product documentation design and functional specifications, product requirements, problem reports, performance information, documents, and other technical, business, product, marketing, customer, financial information, or any other information the Recipient knows or ought to is confidential due to its nature. Recipient shall hold all Confidential Information in strict confidence and take the same degree of care that it uses to protect its own confidential information (but in no event less than reasonable care) to protect the confidentiality thereof. Confidential Information does not include information that (i) is or becomes generally known by the public, (ii) was or becomes available to a party on a non-confidential basis from a person not otherwise bound by the Terms or is not otherwise known to be prohibited from transmitting the information, or (iii) is independently developed by the parties, provided that the party claiming an exception shall have the burden of establishing such exception.<br><br><\/p>\n\n\n\n<p class=\"is-style-large\"><strong>9. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Termination<\/span><\/mark>. <\/strong>Commvault may, upon reasonably practicable and lawfully permitted notice, suspend or terminate Customer\u2019s access to the Solutions or Professional Services, in whole or in part, for the following reasons: (i) a significant threat to the security or integrity of the Solutions, including if Customer\u2019s registration information is inaccurate or incomplete, or if Customer fails to maintain the security of its access credentials; (ii) Customer has materially breached these Terms; or (iii) any amount due under these Terms is not received by Commvault within fifteen (15) days after it was due. Commvault will use reasonable efforts to reestablish Customer\u2019s access to the Solutions promptly after Commvault determines that the issue causing the suspension has been resolved. Any suspension under this section shall not excuse Customer\u2019s obligation to make payments under these Terms. Either party may terminate these Terms immediately if the other party materially breaches its obligations hereunder, and such breach remains uncured for thirty (30) days following written notice to the breaching party. These Terms shall terminate immediately, where either party is declared insolvent or adjudged bankrupt by a court of competent jurisdiction or a petition for bankruptcy or reorganization or an arrangement with creditors is filed by or against that party and is not dismissed within sixty (60) days.<br><br><\/p>\n\n\n\n<p class=\"is-style-large\"><strong>10. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Effect of Termination<\/span><\/mark>.<\/strong> Customer is responsible for preserving its data upon termination or expiration of these Terms. In the event of termination or expiration of these Terms: (i) all rights and licenses to the Solutions and related materials shall immediately cease; (ii) Customer shall promptly pay Commvault any fees due and payable through the date of termination; (iii) Customer shall uninstall and destroy or return the applicable Solution, and (iv) Commvault may delete any Customer data Commvault has access to thirty (30) days following such termination or expiration. During such thirty-day time period, Customer will have read-only and restore access to Customer data backed up by the SaaS Solution.<br><br><\/p>\n\n\n\n<p class=\"is-style-large\"><strong>11.<mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"> <span style=\"text-decoration: underline;\">Commvault Warranty<\/span><\/mark>. <\/strong>Commvault warrants that the Solutions, Professional Services, support and maintenance shall be provisioned and performed in a diligent, prompt and professional manner by personnel with the requisite knowledge, skills expertise and training. Any Professional Services that are not of a professional quality shall be corrected by Commvault without charge, provided Customer gives Commvault written notice within fifteen (15) days upon completion. Commvault shall have a reasonable period of time, based on the severity and complexity of the defect, to correct the Professional Services. Commvault shall not be obligated to correct Professional Services if such defect is the result of Customer\u2019s actions or omissions. If Commvault is unable to correct the defect to Customer\u2019s reasonable satisfaction, Customer shall have no obligation to pay for the defective Professional Services. Commvault further warrants that it will comply with applicable law and the Solutions do not knowingly contain any malicious code or infringe upon any third-party\u2019s except as otherwise stated in any product-specific terms, the Solutions are provided \u201cas is\u201d without representation or warranty, whether express, implied or statutory. Commvault specifically disclaims any implied warranties of merchantability, fitness for a particular purpose, non-infringement, title and quiet enjoyment or from a course of dealing, course of performance or usage in trade. Commvault and its licensors do not warrant that the Solutions will run properly in all IT environments, be uninterrupted or error-free, meet Customer\u2019s needs or requirements, or guarantee compliance with specific law.<br><br><\/p>\n\n\n\n<p class=\"is-style-large\"><strong>12.<\/strong> <span style=\"text-decoration: underline;\"><strong>Limitation of Liability, Indemnification and Remedies<\/strong><\/span><br><br><\/p>\n\n\n\n<ul class=\"wp-block-list is-style-numbered-large\">\n<li class=\"\"><strong>12.1. <\/strong><mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><strong><span style=\"text-decoration: underline;\">Commvault Intellectual Property Indemnification<\/span><\/strong><\/mark>. Commvault is proud of the Solutions it builds and takes seriously the protection of our Customers\u2019 intellectual property and data. Commvault will indemnify, defend and hold Customer harmless against third-party claims that Commvault\u2019s Solutions infringe any validly issued and enforceable patent, trademark or copyright, provided Customer shall give Commvault prompt written notice of any such claim and Commvault shall have the sole authority to control the defense and settlement of the claim with counsel of its choice. Notwithstanding the foregoing, Commvault shall have no duty to indemnify Customer or other liability to Customer for any claim arising wholly or in part from: (i) any modification to the Solutions other than as approved and implemented by Commvault; (ii) implementation or use of outdated or discontinued versions of the Solutions; (iii) implementation or use of the Solutions in combination with any products or services not provided or authorized by Commvault; (iv) implementation or use of the Solutions based in any way upon compliance with an industry standard or communication protocol; (v) implementation or use of the Solutions which Customer was previously aware of as being subject to a claim of infringement; (vi) Customer\u2019s negligence or a more culpable act or omission, including recklessness or willful misconduct; (vii) implementation or use of Solutions which Customer has not paid for; (viii) use of the Solutions in violation of these Terms; (ix) Commvault\u2019s compliance with Customer\u2019s designs, specifications, or instructions; or (x) any claim for which Customer is obligated to indemnify Commvault. In the event the Solutions or any portion thereof, becomes, or, in Commvault\u2019s opinion, is likely to become, subject to a claim of infringement of a third-party\u2019s intellectual property rights, Commvault may, in its sole discretion: (i) procure for Customer the right to continue use of the Solutions; (ii) replace or modify the Solutions with a version that does not infringe; or (iii) if Commvault cannot accomplish (i) or (ii) using commercially reasonable efforts, terminate these Terms and the applicable ordering documents.<\/li>\n\n\n\n<li class=\"\"><strong>12.2. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Commvault Data Privacy and Security Indemnification<\/span><\/mark>. <\/strong>We exist in an ever-evolving data security threat landscape. Just as our Customers work diligently to protect against data security threats, Commvault is continuously advancing its privacy and security program, posture and vigilance to protect Customers\u2019 data. The Solutions may access and transfer information over the internet, and Commvault does not operate or control the internet. Viruses, worms, trojan horses and other undesirable data or components or unauthorized users (e.g., hackers) may attempt to obtain access to and damage Customer data, devices and networks. Commvault is not responsible for any such activities. Commvault will indemnify, defend and hold Customer harmless against third-party claims arising out of, or related to, any unauthorized, third-party access that results in compromise of unencrypted Customer data backed up by the Solutions to the extent such access or compromise was caused by Commvault, provided Customer shall give Commvault prompt written notice of such claim and Commvault shall have the authority to control the defense of the claim by counsel of its choice. In the event Customer seeks indemnification from Commvault pursuant to this provision, Customer\u2019s remedies shall be limited to actual and direct damages, excluding fines. This indemnification is conditioned on Customer partnering with Commvault during any investigation of potential or actual data compromises or breaches, including remediation efforts.<\/li>\n\n\n\n<li class=\"\"><strong>12.3. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Customer Indemnification<\/span><\/mark>. <\/strong>Customer shall indemnify, defend and hold harmless Commvault, its officers, directors, employees and agents, from and against claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys\u2019 fees), awards, fines, or settlements arising from or relating to Customer\u2019s: (i) misuse of the Solutions, (ii) failure to meet reasonable privacy and security obligations; (iii) misappropriation or infringement of a third-party\u2019s intellectual property rights; or (iv) violation of applicable law or regulation, including without limitation, data protection laws. Customer\u2019s indemnification obligations include claims arising out of the acts or omissions of its contractors, employees, customers or end users, any person to whom Customer grants access to the Solutions or its data, and any person who gains access to the Solutions or its data other than as a result of Commvault\u2019s actions.<\/li>\n\n\n\n<li class=\"\"><strong>12.4.<mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"> <span style=\"text-decoration: underline;\">Limitation<\/span><\/mark>. <\/strong>Except as otherwise provided for herein or by applicable law, the aggregate liability of each party for all claims under these Terms is limited to direct damages up to the amount paid for the Solutions or Professional Services during the twelve (12) months before the cause of action arose; provided, that in no event will a party&#8217;s aggregate liability exceed the amount paid for the Solutions during the Term.<\/li>\n\n\n\n<li class=\"\"><strong>12.5. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">No Special or Punitive Damages<\/span><\/mark>. <\/strong>Neither party will be liable for loss of revenue or indirect, special, incidental, consequential, punitive, or exemplary damages, or damages for lost profits, revenues, business interruption, or loss of business information, even if the party knew they were possible or reasonably foreseeable.<br><br><\/li>\n<\/ul>\n\n\n\n<p class=\"is-style-large is-style-numbered-large\"><strong>13. <span style=\"text-decoration: underline;\">General Provisions<\/span><\/strong><br><br><\/p>\n\n\n\n<ul class=\"wp-block-list is-style-numbered-large\">\n<li class=\"\"><strong>13.1. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Export Controls and Trade Sanctions Compliance<\/span><\/mark>. <\/strong>Customer\u2019s use of the Solutions is subject to compliance with U.S. and other applicable export control and trade sanctions laws, rules and regulations, including without limitation, the U.S. Export Administration Regulations, administered by the U.S. Department of Commerce\u2019s Bureau of Industry and Security (\u201cBIS\u201d) and U.S. trade sanctions, administered by the U.S. Department of the Treasury\u2019s Office of Foreign Assets Control (\u201cOFAC\u201d) (collectively, \u201cExport Control Laws\u201d).&nbsp; Customer acknowledges that the Solutions may not be available in all jurisdictions and that Customer is solely responsible for complying with applicable Export Control Laws related to the manner in which Customer chooses to use the Solutions, including Customer\u2019s transfer and processing of its data (if applicable) and the region in which any of the foregoing occur.<\/li>\n\n\n\n<li class=\"\"><strong>13.2. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">U.S. Government End User Provisions<\/span><\/mark>. <\/strong>Commvault provides the Solutions to federal government end users. Government technical data and software rights related to the Solutions include only those rights customarily provided to the public as defined in these Terms. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data), FAR 12.212 (Software), and FAR 52.227-14 (Rights in Data) and, for Department of Defense transactions, DFAR 252.227\u20117013 (Technical Data \u2013 Commercial Items) and DFAR 227.7202\u20133 (Rights in Commercial Computer Software or Computer Software Documentation), as applicable.<\/li>\n\n\n\n<li class=\"\"><strong>13.3. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Data Privacy<\/span><\/mark>. <\/strong>If Customer is subject to: (i) GDPR, or (ii) other applicable data protection laws requiring that processing be governed by a contract, or (iii) HIPAA, Customer agrees to <a href=\"https:\/\/www.commvault.com\/legal\/commvault-data-agreements\">Commvault&#8217;s Data Agreements<\/a> and <a href=\"https:\/\/www.commvault.com\/legal\/metallic\/business-associate-agreement\">Business Associate Agreement<\/a>, as applicable.&nbsp;<\/li>\n\n\n\n<li class=\"\"><strong>13.4. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Third-Party Products &amp; Services<\/span><\/mark>. <\/strong>Commvault may use third parties to assist in the provision of the Solutions and such third parties are intended beneficiaries of these Terms. As such, the Solutions may include third-party software, applications, platforms, hosted storage, messaging or communication services or API\u2019s (collectively, the \u201cThird-Party Services\u201d). These Third-Party Services are not offered, controlled or provided by Commvault, and may be changed, modified or discontinued by the third-party without notice. Commvault and its Third-Party Service Providers expressly disclaim any and all liability related to, or arising from, the Third-Party Services, including Customer\u2019s use thereof, or any updates, modifications, outages, delivery failures, corruptions, discontinuance or termination of services by the Third-Party Service. Commvault is not responsible or liable for the manner in which Third-Party Services transmits, accesses, processes, stores, uses or provides data to Commvault. For a list of open source and third party licensing notices, please navigate <a href=\"https:\/\/documentation.commvault.com\/v11\/essential\/third_party_copyright_notices.html\" target=\"_blank\" rel=\"noreferrer noopener\">here<\/a>.<\/li>\n\n\n\n<li class=\"\"><strong>13.5. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Publicity<\/span><\/mark>. <\/strong>Customer grants Commvault the limited right to use its company name and logo as a reference for marketing and promotional purposes on Commvault\u2019s website and in other public and private communications. If Customer does not wish to grant these limited rights, Customer may opt-out by emailing <a href=\"mailto:customerchampions@commvault.com\">customerchampions@commvault.com<\/a>. &nbsp;&nbsp;<\/li>\n\n\n\n<li class=\"\"><strong>13.6. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Modifications<\/span><\/mark>.<\/strong> Commvault may, from time to time, upgrade, update, or discontinue the Solutions, or portions or versions thereof, to provide ongoing innovation in the form of new services, features and functionality. Upon Commvault\u2019s notification, Customer may be responsible for installation of certain upgrades or updates. In the event of any material modifications, Commvault will notify Customer of such change by emailing the e-mail address Customer provides to Commvault or sending a message through Commvault\u2019s platforms.<\/li>\n\n\n\n<li class=\"\"><strong>13.7. <span style=\"text-decoration: underline;\"><mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\">Assignment<\/mark><\/span>.<\/strong> Neither party may assign these Terms, in whole or in part, without the other party\u2019s prior written consent, except in the case of a merger, reorganization, acquisition, consolidation, or sale of all, or substantially all, of its assets, in which case Customer consents to the secure transfer of Customer Data to any Commvault successor, assignee or affiliate or subsidiary of Commvault for the purpose of service continuation. Any attempt to assign these Terms other than as permitted herein will be null and void. Customer\u2019s right to use the Solutions, including any allotment of storage capacity or end users, shall not extend to acquired entities, in whole or in part, or new entities established as a result of an acquisition. In such event, the fees set forth in the order form shall be adjusted. Without limiting the foregoing, these Terms will inure to the benefit of and bind the parties\u2019 respective successors and permitted&nbsp;assigns. &nbsp;<\/li>\n\n\n\n<li class=\"\"><strong>13.8. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Audits<\/span><\/mark>. <\/strong>Commvault may, upon forty-five (45) days notice and no more than once every twelve (12) months, audit Customer\u2019s installation and use of the Solutions to ensure Customer is in compliance with these Term and the applicable order form. Any such audit shall not unreasonably interfere with Customer\u2019s normal business operations. Customer agrees to cooperate with Commvault\u2019s audit and to provide reasonable assistance and access to information reasonably requested by Commvault. The performance of the audit and any non-public Customer data obtained during the audit (including findings or reports that result from the audit) shall be considered confidential information. If the audit identifies non-compliance, Customer agrees to remedy such non-compliance within thirty (30) days of written notification of that non-compliance (which may include, without limitation, the payment of any fees for additional Solutions). &nbsp;Customer agrees that Commvault shall not be responsible for any of Customer\u2019s costs incurred in cooperating with the audit.<\/li>\n\n\n\n<li class=\"\"><strong>13.9.<\/strong> <strong><mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Force Majeure<\/span><\/mark>.<\/strong> Except for Customer\u2019s obligation to pay fees, the parties shall not be liable for any failure or delay in the performance of its obligations hereunder caused by forces beyond its control, including, but not limited to the following, acts of God, nature or war; acts, rules, regulations or orders of or issued by any governmental authority; riots, strikes or lockouts; utility or telecommunication failures; pandemics; or failure or outages of third-party service providers, it being understood that the parties shall use reasonable efforts to resume performance as soon as practical under the circumstances. &nbsp;<\/li>\n\n\n\n<li class=\"\"><strong>13.10.<\/strong> <strong><mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Governing Law and Language<\/span><\/mark>. <\/strong>Without regard to conflict of law principles, these Terms will be governed by and construed in accordance with the laws of the jurisdiction of Customer\u2019s principal place of business as follows: (i) the State of Delaware for Customers located in the Americas, (ii) the Province of Ontario for Customers located in Canada, (iii) New South Wales, Australia for Customers located in Australia and New Zealand (iv) Singapore for all other Customers located&nbsp; in Asia Pacific, and (v) the Netherlands for all Customers located in other jurisdictions. Any legal action or proceeding arising under these Terms will be brought exclusively in the venue corresponding with the appropriate governing law. For illustrative purposes, the venue for legal action with a Customer located in North America shall be the State of Delaware. The parties irrevocably consent to the personal jurisdiction and venue&nbsp;therein. Customer and Commvault agree not to participate in, or seek to recover monetary or equitable relief, in any lawsuit filed alleging class, collective or representative claims on a party\u2019s behalf. Customer acknowledges that any translation of the English language version of these Terms or any portion thereof is for convenience only, and the English language version will take precedence over the translation in the event of any conflicts arising from translation. Some jurisdictions restrict limitations of warranties or liabilities. Therefore, certain limitations herein may not apply to Customer.&nbsp;<\/li>\n\n\n\n<li class=\"\"><strong>13.11. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Notices<\/span><\/mark>. <\/strong>Customer acknowledges that Commvault shall communicate with Customer electronically via its platforms or using the e-mail address provided by Customer. For contractual purposes, Customer consents to receive communications from Commvault in an electronic form and agrees this satisfies any legal requirement of notice delivery. Customer agrees that all notices are considered received by Customer within twenty-four (24) hours of the time posted to Commvault\u2019s website or platform, or the time emailed to Customer. Legal notices to Commvault shall be sent to <a href=\"mailto:contracts@commvault.com\">contracts@commvault.com<\/a>.<\/li>\n\n\n\n<li class=\"\"><strong>13.12. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Other Provisions<\/span><\/mark>. <\/strong>These Terms, Commvault\u2019s <a href=\"https:\/\/www.commvault.com\/privacy-policy\">Privacy Policy<\/a>, and the applicable order forms are an agreement between Customer on behalf of its affiliates and subsidiaries, as identified in the applicable order forms or as an end user of the Solutions, and Commvault Systems, Inc., including its affiliates and subsidiaries. Each party represents and warrants they have the authority to enter into this agreement and doing so does not conflict with any other agreement to which they are a party. In the event of a conflict between these Terms and the applicable ordering documents, any other document set forth by Customer or any previous agreement, these Terms shall prevail. Any preprinted terms in a purchase order are of no force and effect. The parties are independent contractors and will have no authority to assume or create any obligation or responsibility on behalf of each other. If any provision of these Terms is invalid or unenforceable under applicable law, then such terms will be changed, interpreted or severed, as appropriate to accomplish the objectives of such provision to the greatest extent possible under applicable law in order to protect the drafter, and the remaining provisions continue in full force and effect. No waiver of any term herein shall be deemed a further or continuing waiver. The sections of these Terms that ought to survive due to their nature shall survive any termination or expiration of these Terms and remain in full force and effect.<br><\/li>\n<\/ul>\n\n\n\n<div id=\"SaaS\" class=\"wp-block-group\" style=\"padding-top:4%;padding-right:4%;padding-bottom:4%;padding-left:4%\"><div class=\"wp-block-group__inner-container is-layout-flow wp-block-group-is-layout-flow\">\n<h3 class=\"wp-block-heading has-text-align-center is-style-heading-sans\" id=\"SAAS-SOLUTION-TERMS-&amp;-CONDITIONS\">SAAS Solution Terms &amp; Conditions<\/h3>\n\n\n\n<p class=\"has-text-align-center is-style-large\"><em>Commvault&#8217;s SaaS Solution is the \u201ceasy button\u201d for cost-effective, secure and scalable data management, backup and security, with a single command center, enabling organizations to deliver on data protection strategies. Built with layered, air-gapped cloud security, secure and restrictive account access and data isolation, our SaaS Solution provides ease you can trust.<\/em><\/p>\n<\/div><\/div>\n\n\n\n<p class=\"is-style-large\"><strong>1. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Getting Started<\/span><\/mark>. <\/strong>As a Customer you will register a Commvault account and provide Commvault with accurate and complete information (the \u201cCustomer Account\u201d). Customers may authorize one or more of its employees, consultants, vendors or agents (collectively, \u201cAuthorized Users\u201d) to access and use the SaaS Solution on Customer\u2019s behalf.&nbsp; Each Authorized User will establish or be provided a username and password, and may also establish or be provided other access credentials, such as an encryption key (the \u201cAccess Credentials\u201d). Customer acknowledges that its Authorized Users have full access to and management privileges of its Customer Account(s) and Customer Data. The term \u201cCustomer\u201d is intended to include its Authorized Users for the purposes of the Terms.&nbsp;<br><br><\/p>\n\n\n\n<p class=\"is-style-large\"><strong>2. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">SaaS Solution Agent<\/span><\/mark>. <\/strong>Customers may be required to download or install a software agent to support the SaaS Solution. Commvault grants Customers a limited, non-exclusive, non sub-licensable, non-transferable and revocable license to install, execute and use the agent solely in binary code form during the SaaS Solution Term, and access the SaaS Solution in accordance with the Privacy Policy,&nbsp; FAQs, website, user manuals and other information provided to assist Customer in its use and operation of the SaaS Solution (the \u201cSaaS Documentation\u201d). During the term of Customer\u2019s subscription, Commvault warrants that the SaaS Solutions shall conform with such SaaS Documentation. Customer\u2019s license to the agent is co-terminus with Customer\u2019s right to access and use the SaaS Solution for which the agent is required. Customer grants Commvault a worldwide, non-exclusive, royalty-free, fully-paid up, transferable and sub-licensable right to use, replicate, deduplicate, and store Customer Data for the purpose of delivering the SaaS Solution pursuant to these Terms, improving the SaaS Solution, and as otherwise provided in Commvault\u2019s Privacy Policy. \u201cCustomer Data\u201d means the data transmitted by Customer to Commvault in connection with the provision of the SaaS Solution.&nbsp;<br><br><\/p>\n\n\n\n<p class=\"is-style-large\">3. <strong><span style=\"text-decoration: underline;\">Global Availability and Support<\/span><\/strong><br><br><\/p>\n\n\n\n<ul class=\"wp-block-list is-style-numbered-large\">\n<li class=\"\"><strong>3.1. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Global Service and Support<\/span><\/mark>.<\/strong> Commvault is proud to administer the SaaS Solution from global geographic locations that best suit our Customers\u2019 needs. Where applicable and subject to data center availability, Customer Data will be backed up to a data center located in Customer\u2019s country of origin, or in a geographic location selected by Customer. For additional information, refer to the SaaS Solution configuration portal. Commvault is pleased to provide Customers with the support program for the SaaS Solution as set forth at<a href=\"https:\/\/www.commvault.com\/resources\/pdf\/customer-support-policies\"> Commvault Support<\/a>. The support terms are incorporated by reference and may be modified from time to time in Commvault\u2019s sole discretion. Communications related to support of the SaaS Solution may be sent to <a href=\"mailto:support@commvault.com\">support@commvault.com<\/a>.<\/li>\n\n\n\n<li class=\"\"><strong>3.2. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Global Availability<\/span><\/mark>. <\/strong>The SaaS Solution is available at least 99.9% of the time measured on a monthly basis (\u201cUptime\u201d). The Uptime does not apply to any downtime due to: (i) any emergency or planned maintenance, repair, or upgrade; (ii) issues or failures with Customer\u2019s or its service providers\u2019 services, applications, software, hardware or other components not supplied by Commvault; (iii) third-party attacks, intrusions, distributed denial of service attacks or force majeure events, including those at Customer\u2019s site or between Customer\u2019s site and data centers made available through the SaaS Solution; or (iv) Customer\u2019s acts or omissions in violation of these Terms. In the event of Commvault\u2019s Uptime failure, Commvault shall: (i) use commercially reasonable efforts to provide Customer with an error correction or work-around that corrects the Uptime failure; and (ii) provide Customer with a credit as set forth in the table below (a \u201cService Credit\u201d), provided such Service Credit is approved by Commvault, such approval not to be unreasonably withheld. For the avoidance of doubt, service providers are not eligible for Service Credits. Within thirty (30) days of the downtime incident, Customer must submit a Service Credit claim to Commvault with all information necessary for Commvault to validate such claim, including: (i) a detailed description of the incident; (ii) information regarding the time and duration of the downtime; and (iii) a description of the attempts to resolve the incident. Service Credits will be applied to Customer\u2019s next invoice. Customer is not eligible for any Service Credits if Customer\u2019s use of the SaaS Solution is free of charge. This is Customer\u2019s sole and exclusive remedy for any Uptime failure.<\/li>\n<\/ul>\n\n\n\n<div style=\"height:10px\" aria-hidden=\"true\" class=\"wp-block-spacer\"><\/div>\n\n\n\n<figure class=\"wp-block-table is-style-table-datasheet\"><table><thead><tr><th><strong>SaaS Solution Availability<\/strong><\/th><th><strong>Service Credit<\/strong><\/th><\/tr><\/thead><tbody><tr><td>Less than 99.9%<\/td><td>10%<\/td><\/tr><tr><td>Less than 99%<\/td><td>25%<\/td><\/tr><\/tbody><\/table><\/figure>\n\n\n\n<div style=\"height:10px\" aria-hidden=\"true\" class=\"wp-block-spacer\"><\/div>\n\n\n\n<div style=\"height:24px\" aria-hidden=\"true\" class=\"wp-block-spacer\"><\/div>\n\n\n\n<p class=\"is-style-large\">4. <strong><span style=\"text-decoration: underline;\">Data Privacy &amp; Security<\/span><\/strong><\/p>\n\n\n\n<div style=\"height:24px\" aria-hidden=\"true\" class=\"wp-block-spacer\"><\/div>\n\n\n\n<ul class=\"wp-block-list is-style-numbered-large\">\n<li class=\"\"><strong>4.1 <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Commvault Privacy and Security Program<\/span><\/mark>. <\/strong>Customer data privacy and security is Commvault\u2019s priority. Commvault represents and warrants that it maintains: (i) network security, business continuity and disaster recovery policies and procedures commensurate with industry best practices; and (ii) administrative, physical and technical safeguards designed to secure Customer Data from accidental or unauthorized access, use, alteration or disclosure. Commvault\u2019s collection, use, processing, storage and disclosure of any personal data included in Customer Data shall be in accordance with applicable data protection laws and Commvault\u2019s <a href=\"https:\/\/metallic.io\/metallic-privacy-notice\" target=\"_blank\" rel=\"noreferrer noopener\">Privacy Policy<\/a>. Customer acknowledges that it is Customer\u2019s responsibility to verify that the SaaS Solution\u2019 security and privacy protections are adequate and in compliance with all applicable laws governing the type of data included in Customer Data. Customer agrees to, and will ensure that each Authorized User will, notify Commvault at <a href=\"mailto:GRC@commvault.com\">GRC@commvault.com<\/a> immediately upon learning of any suspicious access to its Customer Account. Commvault\u2019s comprehensive privacy and security program is set forth in the <a href=\"https:\/\/www.commvault.com\/legal\/security-terms\">Security Terms<\/a> and incorporated herein by reference.\u00a0<\/li>\n\n\n\n<li class=\"\"><strong>4.2. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Access<\/span><\/mark>.<\/strong> Customer data privacy and security is Commvault\u2019s priority. At times, Commvault may be required to access or disclose Customer Data: (i) to provision the SaaS Solution to Customer pursuant to these Terms; (ii) to respond to a validly issued subpoena, an investigative demand or warrant; (iii) to investigate or prevent security threats, fraud, or other illegal, malicious, or inappropriate activity; (iv) to enforce or protect Commvault\u2019s rights and properties or those of its affiliates or subsidiaries; or (v) with the informed consent of the data subject.&nbsp; In the event Commvault is required to access Customer Data, Commvault shall not disclose Customer Data to third parties without Customer\u2019s consent or instruction, unless prohibited by law.<\/li>\n<\/ul>\n\n\n\n<p class=\"is-style-large\"><br><strong>5. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Term<\/span><\/mark>. <\/strong>Commvault initiates activation of the SaaS Solution upon receipt of a valid purchase order, by providing Customer with access to an account (the \u201cActivation Date\u201d). The term of Customer\u2019s subscription to the SaaS Solution shall begin on the Activation Date and continue as set forth on the applicable purchase order (the \u201cSaaS Solution Term\u201d). The SaaS Solution Term shall renew for an equal term unless either party provides written notice of non-renewal sixty (60) days prior to the renewal date.<br><br><\/p>\n\n\n\n<p class=\"is-style-large\"><strong>6. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Customer SaaS Acknowledgments<\/span><\/mark>. <\/strong>Customer agrees: (i) Customer is solely responsible for data retention policies and any other policy settings, schedules, and configurable parameters applied to Customer Data, including implementing its own specific retention policies, (ii) Customer and its Authorized Users will keep Access Credentials confidential, and Customer remains responsible for the acts and omissions of its Authorized Users and any activity that occurs under its Customer Account(s) using the Access Credentials; (iii) Customer will use the most current version of the SaaS Solution at all times, unless otherwise agreed in writing; (iv) Customer is responsible for the security of its Customer Data if Customer disables any encryption or other security feature within the SaaS Solution; and (v) Customer is responsible for maintaining its own internet and data connections, and components of the SaaS Solution that are accessed or used through internet connections and may be subject to Customers\u2019 internet service providers fees and downtime. Customer acknowledges Customer Data may not be available if: (i) Customer\u2019s initial backup and replication is not properly completed by Customer;&nbsp; (ii) Customer deletes Customer Data and does not restore it after deletion pursuant to Customer\u2019s data retention policies; (iii) Customer selects incorrect or inappropriate retention policies within the SaaS Solution; (iv) Customer\u2019s IT environment is&nbsp; unable to secure a connection with Commvault\u2019s servers or network; or (v) Customer fails to follow Commvault\u2019s technical requirements and the Documentation for utilizing the SaaS Solution, including installing updates, or failing to periodically test Customer\u2019s backups and restores, or ensure that Customer Data is protected and not otherwise corrupted.<\/p>\n\n\n\n<div id=\"software\" class=\"wp-block-group\" style=\"padding-top:4%;padding-right:4%;padding-bottom:4%;padding-left:4%\"><div class=\"wp-block-group__inner-container is-layout-flow wp-block-group-is-layout-flow\">\n<h3 class=\"wp-block-heading has-text-align-center is-style-heading-sans\" id=\"software\"><strong>Commvault Software Terms &amp; Conditions<\/strong><\/h3>\n\n\n\n<p class=\"has-text-align-center is-style-large\"><em>Commvault\u2019s Software delivers a unified solution combining backup and recovery with disaster recovery to deliver enterprise-grade data protection that is powerful and easy to use and provides data availability and business continuity across on-premise and cloud environments using a single extensible platform.<\/em><\/p>\n<\/div><\/div>\n\n\n\n<p class=\"is-style-large\"><strong>1. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Getting Started<\/span><\/mark>.<\/strong> Commvault grants Customer a limited, non-exclusive,non sub-licensable, and non-transferable license to install, execute and use the Software (including Software embedded in any hardware, if applicable) solely in binary code form during the Software Term (defined below), in accordance with the applicable ordering documents, Commvault\u2019s <a href=\"https:\/\/www.commvault.com\/privacy-policy\">Privacy Policy<\/a>, FAQs, website, user manuals and other information provided to assist Customer in its use and operation of the Software (collectively, the \u201cSoftware Documentation\u201d). The Software is licensed, not sold and except as set forth herein, all sales of Software are final, non-returnable and non-refundable. Acceptance of the Software occurs upon delivery. Software license key(s) are electronically delivered by Commvault. Any Software license acquired by virtue of Customer\u2019s use or purchase of hardware shall be limited to the hardware upon which the Software was originally installed. Customer may be required to periodically reapply Software license keys during the Software Term which Commvault shall provide. Customer may make a copy of the Software solely for back-up purposes, provided such back-up copy is used only as a replacement for the original copy on the same hardware upon which the Software was originally installed. Customer may use the Software solely for its internal data center operations.<br><br><\/p>\n\n\n\n<p class=\"is-style-large\"><strong>2. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Capacity<\/span><\/mark>. <\/strong>Customer shall activate and maintain the reporting features of any capacity-based Software and provide usage reports to Commvault upon request. In the event Customer\u2019s use of limited capacity-based Software exceeds capacity, Customer shall be obligated to pay Commvault, directly or through its authorized reseller, for all excess usage. Software purchased on a capacity-basis may cease to operate and perform if Customer exceeds capacity. If Customer purchases unlimited capacity Software for itself and\/or its affiliates and subsidiaries: (i) the Software may be used by Customer\u2019s affiliates and subsidiaries in the territory set forth in the order forms only, (ii) Customer assumes all liability for those affiliates and subsidiaries, and (iii) upon acquisition of Customer\u2019s business by another entity, the unlimited capacity Software license shall terminate, and Customer will retain a limited license for the Software then-deployed in Customer\u2019s environment for the remainder of the Software Term.<br><br><\/p>\n\n\n\n<p class=\"is-style-large\"><strong>3. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Maintenance &amp; Support<\/span><\/mark>. <\/strong>Commvault provides support and maintenance for the Software as set forth <a href=\"https:\/\/ma.commvault.com\/AdditionalInfo\/Global\/TechnicalSupport\/Guide\" target=\"_blank\" rel=\"noreferrer noopener\">here<\/a> at Commvault\u2019s then-current pricing. Customers who purchase support and maintenance must do so for all Software in Customer\u2019s Environment. Maintenance and support commence upon delivery of the Software, if applicable.<br><br><\/p>\n\n\n\n<p class=\"is-style-large\"><strong>4. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Commvault Software Warranty<\/span><\/mark>. <\/strong>Commvault warrants that the Software shall substantially perform in accordance with the <a href=\"https:\/\/documentation.commvault.com\/index.html\" target=\"_blank\" rel=\"noreferrer noopener\">user documentation<\/a> for a period of ninety (90) days from the date of delivery (the \u201cWarranty Period\u201d). During the Warranty Period, if the Software is defective, Customer must immediately notify Commvault in writing, and Commvault, in its discretion, will either: (i) repair or replacement the defective Software; or (ii) return prorated fees paid by Customer for the defective Software, in which case Customer shall uninstall and return or destroy the defective Software.<br><br><\/p>\n\n\n\n<p class=\"is-style-large\"><strong>5. <mark style=\"background-color:rgba(0, 0, 0, 0)\" class=\"has-inline-color has-crocus-color\"><span style=\"text-decoration: underline;\">Term<\/span><\/mark>.<\/strong> The term of Customer\u2019s license to the Software shall begin on the date the Software is delivered and continue as set forth in the applicable order form (the \u201cSoftware Term\u201d), except where such license is perpetual. Upon expiration of the Software Term, Customer may use a limited recovery version of the Software solely for recovering data backed up by the Software during the Software Term.<\/p>\n\n\n\n<div style=\"height:40px\" aria-hidden=\"true\" class=\"wp-block-spacer\"><\/div>\n\n\n\n<p class=\"is-style-large\"><strong><em>The Commvault Master Terms &amp; Conditions set forth herein are the current terms and conditions governing the use of Commvault\u2019s software, services and solutions. These terms, as updated, shall replace and consolidate any prior terms under an End User License Agreement or Terms of Service that a customer may have with Commvault.&nbsp;&nbsp;<\/em><\/strong><\/p>\n\n\n\n<div style=\"height:30px\" aria-hidden=\"true\" class=\"wp-block-spacer\"><\/div>\n\n\n\n<p class=\"\"><strong>Last Updated: June 6th 2023<\/strong><\/p>\n\n\n\n<div style=\"height:30px\" aria-hidden=\"true\" class=\"wp-block-spacer\"><\/div>\n\n\n\n<h4 class=\"wp-block-heading is-style-heading-4\" id=\"h-copyright-acknowledgment\">Copyright Acknowledgment<\/h4>\n\n\n\n<p class=\"\">\u00a9 1997-2024 Commvault Systems, Inc. All rights reserved.<\/p>\n\n\n\n<p class=\"\"><br><br><\/p>\n","protected":false},"excerpt":{"rendered":"<p>Commvault Master Terms &amp; Conditions Commvault\u2019s industry-leading Intelligent Data Services Platform empowers businesses to store, protect, optimize, and use data, wherever it lives. Delivering the ultimate in simplicity and flexibility, the Intelligent Data Services Platform is available as a license, term-based subscription, integrated appliance, or software-as-a-service. 1. Solutions. These Master Terms and Conditions (the \u201cTerms\u201d) [&hellip;]<\/p>\n","protected":false},"author":144,"featured_media":497598,"parent":56418,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"_custom_css":"","_custom_js_footer":"","_page_background_color":"","_remove_from_search":false,"_dark_mode":false,"_light_footer_mode":false,"_sidebar_form":{"id":"","name":"","cta":"","redirect":""},"_alert_notification_bar":{"show":true,"bg_color":"","content":"","call_to_action_label":"","call_to_action_link":""},"_footer_cta":{"show":false,"title":"","subtitle":"","cta_text":"","cta_link":"","background":{"id":0,"url":""}},"_cmv_customer_logo":{"id":0,"url":""},"_badge_descriptions":"","_featured_resource":"","_featured_resource_type":"","_custom_title":"","_featured_case_study":"","_footer_case_study":"","_upcoming_webinars_title":"","_upcoming_techdemos_title":"","_template_config":"","_lead_capture_hide_menu":false,"_lead_capture_cta_text":"","_lead_capture_cta_link":"","i18n_hreflangs":"","footnotes":""},"cmv_group":[],"cmv_structure_scheme":[],"class_list":{"0":"post-56844","1":"page","2":"type-page","3":"status-publish","4":"has-post-thumbnail","6":"entry"},"yoast_head":"<!-- This site is optimized with the Yoast SEO Premium plugin v23.0 (Yoast SEO v23.0) - 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