Datto End User Terms and Conditions

Datto Business Continuity and Disaster Recovery (BCDR)
Product Terms of Use

Updated as of June 18, 2025

 These BCDR Product and Services Terms of Use (“BCDR

Terms”) govern your use of Datto’s BCDR Products, including the Datto
SIRIS, Datto ALTO, Datto NAS, Datto Endpoint Backup for PCs, Datto Backup for
Microsoft Azure, Datto Workplace and Datto File Protection (collectively, “BCDR
Products” or “Products“). By purchasing or using Datto’s BCDR Products, you
agree to be bound by these BCDR Terms, which are incorporated into the Kaseya
Master Agreement (the “Agreement”) between you, Datto and Datto’s affiliated companies
including its parent company Kaseya Holdings, Inc. and Kaseya’s affiliates
(“Datto”). Certain Products have additional terms specific to those Products,
which can be found at the end of these Terms of Use (“Product Specific Terms”)
or in the Product Specifications. For clarity, the Products includes the Kaseya
Services related to the Products. In the event of any conflict between the
Agreement and these Terms, these Terms will take precedence with respect to the
Products. In the event of any conflict between Product Specific Terms and the
remainder of these Terms, the Product Specific Terms will take precedence with
respect to that Product.

 

Capitalized terms not defined in these Terms have the
meaning given to them in the Datto Partner Agreement. For clarity, BCDR
Products includes the Datto Services related to the Products. If you do not
agree to these BCDR Terms, do not register, access or use any Datto BCDR
Product.

 

 

1. USE OF BCDR PRODUCTS

a. Right to Use. Subject to your compliance with these BCDR
Terms, the Agreement and the receipt by us of all fees applicable to the
Product, Datto grants you a limited, revocable, non-sublicensable,
non-exclusive right and license to access and use the Product in accordance
with the Product Specifications. If your use of the Product involves the use of
agent Software, you hereby agree to the terms of all applicable agent Software
licenses.

b. Third Party Technology/License Terms. – Certain Products
may involve or allow the use of third party technology, which is subject to
such third parties’ terms. These terms are located under the heading “BCDR
Third Party Terms” on the Online Portal. You agree that your use of a Product
is deemed your express consent to all such applicable BCDR Third Party Terms.

c. End User Terms. If you use or manage a Product on behalf
of another entity (a “Client”), if you resell a Product to another entity, or
if you authorize a Client to directly use or support a Product, you must ensure
that the Client or customer agrees to the End User Terms in substantially the
form attached as Exhibit A hereto as part of a valid, enforceable contract
between you and the End User.

d. Any additional Licenses, add-on features or other usage
added to a Service Subscription after initial registration either by you, a
Client or any authorized administrator of the Product, either manually or
through any enabled automatic add features, will be automatically provisioned
and will be deemed to modify the Order. You acknowledge that you are
responsible for any features you enable for each Service Subscription, or that
you allow your Client to enable, either upon initial registration or at any time
thereafter, including but not limited to, automatic add and License cap
features.

e. Fair Use. Datto BCDR Products provide backup, recovery
and business continuity functions in an emergency setting, and are not for
extended use as a production environment. Accordingly, Datto reserves the right
to disable virtualizations that extend beyond the term of a documented business
continuity event or a limited testing period. Further, all access and use of
BCDR Products are subject to the Fair Use policies set forth in the Agreement,
which prohibit use that:

• Results in excessive consumption of Datto resources;

• Harms Datto services, networks or other resources; and/or

• Circumvents the intended use of the Product.

 

 

2. SERVICE SUBSCRIPTIONS AND SERVICE PLANS

a. Service Subscription Required. All rights to use the
Products are conditioned upon enrollment in a valid Service Subscription for
which we receive timely payment. A Service Subscription includes a Service
Plan, Term and License/usage measure.

b. Service Plan. All Service Plans include applicable
Licenses to the technology needed to perform the core functions for that
Service Plan and access to Technical Support. Available Service Plans vary
depending on the Product and are described herein or in the current Product
Specifications.

c. Registration. You are required to register each Product
with us in order to use the Products. During registration, you agree to provide
accurate and complete information, and you further agree to promptly update
this information should it change. If a Product is not properly registered in a
current, paid Service Subscription we have no obligation to allow access to or
use of the Product, nor to provide any related Services.

d. Service Subscription Term. The term of a Service
Subscription is indicated on the applicable Order and is for a defined number
of consecutive months (a Committed Service Term). Service Subscription Term
options vary by Product and not all options are available for all Products.
Billing for a Service Subscription begins on the Activation Date, or “Effective
Date” as set forth on the applicable accepted Quote.

e. Automatic Renewals and Cancellation of Services. Service
Subscription Terms for BCDR Products will automatically renew for subsequent
Committed Service Terms of 12 months each unless you provide us with timely
notice of cancellation using the tools or methods described in the Product
Specifications. However, for purchases of Datto Siris, Datto Alto and Datto NAS
made prior to September 1, 2022, an expiring Committed Service Term will
automatically renew on a month-to-month basis. Service Subscription will
continue until affirmatively cancelled by you and incur Service Subscription
fees, even if has no remaining enrolled Protected Systems, or is otherwise no
longer taking backups. You may cancel automatic renewal by providing written
notice to Datto at least forty five (45) days prior to the end of the current
Committed Service Term.

 

3. USE OF DATTO BACKUP FOR MICROSOFT AZURE

a. Description of Product and Use. Datto Backup for
Microsoft Azure protects Content associated with one or more applications
running on Microsoft Azure virtual machines controlled by you or your Client
(each a “Protected System”). Protected System(s) are designated by you at the
time of registration of the Datto Backup for Microsoft Azure Service
Subscription. You or any other entity on behalf of which you manage or use the
Product (a “Client”), and not Datto, are responsible for each Protected System environment,
including its access, security, rights, structure, configuration and all
charges applicable to use of the Protected System.

b. Special Subscription Considerations for Datto Backup for
Microsoft Azure. All Protected Systems in a Datto Backup for Microsoft Azure
Service Subscription must have the same Service Term and Service Plan, and must
be located in the same Azure region. You are responsible for the proper
configuration of Protected Systems.

c. Access to Protected Systems. You must maintain
authorization and access to the Protected Systems so that we are regularly able
to access it for purposes of providing the Product. You acknowledge and agree
that Content may not be available or restorable (i) if our access authority to
a Protected System is changed or otherwise restricted (including restrictions
due to changes in the Protected System provider’s API, permissions or access
guidelines); (ii) due to unavailability of the Protected System; and/or (iii)
with respect to modifications to the Content that are not captured in the
backup frequency or retention schedule for the Service Plan chosen.

 

4. PAYMENTS

a. Monthly Service Subscription Fees and Invoicing. The
Service Subscription Fees are set forth in the applicable Order. Service
Subscription fees are due and payable upon invoice receipt commencing on the
first day of the month following the Activation Date, and are billed monthly in
advance on the first day of the month. In the first month following the
Activation Date, additional charges may be due covering the partial month
period from the Activation Date through the end of that month. A Service Subscription
ends on the last day of a calendar month.

b. Committed Service Terms.

i. For calculation of Committed Service Terms, a Committed
Service Term will commence on the first of the month following the start of the
Service Subscription and will remain in effect for the defined number of
consecutive months. If any Service Subscription includes an initial period with
no charge (or reduced charge), the Committed Service Term will be extended
automatically by the length of such period.

ii. You agree to pay Service Subscription fees for the
entire Committed Service Term. If you terminate Service at any time during a
Committed Service Term, a lump sum payment (equal to 100% of the monthly unpaid
Service Subscription fee times the number of months remaining in the Committed
Service Term less any amounts already prepaid) will be due immediately and
charged to your preferred payment method.

c. Prepayment of Service Subscription Fees. You may prepay a
Service Subscription for certain Products. In the event of termination of a
prepaid Service Subscription, no refund for unused Service will be given unless
otherwise agreed in writing.

 

5. ACCESS AND SECURITY

a. Your Responsibility for Security. You are responsible for
the proper configuration and maintenance of physical, administrative and
technical safeguards as they relate to access to and use of the Product,
accounts and Content. In no event will we be responsible, nor will we have any
liability, for physical, administrative, or technical controls related to the
Product that you control, including but not limited to network connectivity and
internet connectivity.

b. Our Security Measures. We use physical, technical and
administrative safeguards designed to secure the Products and Content under our
control against accidental or unauthorized loss, access or disclosure. However,
no password-protected system of data storage and retrieval can be made entirely
impenetrable and you acknowledge and agree that despite the measures employed,
the Products and Content are not guaranteed against all security threats or
other vulnerabilities and you use the Products with all Content at your own
risk.

 

6. BCDR RETENTION SCHEDULES AND TERMINATION

a. Local and Cloud Backups and Retention Schedules.
Depending on the BCDR Product, Products may retain backups on a local device
and/or in the Cloud. Data associated with Products enrolled in a Datto Cloud
Service Plan will be retained as specified in the applicable Retention Schedule
associated with the Datto Cloud Service Plan that you purchase for as long as
the Product is under an active Service Subscription. Settings that control how
data is retained on a local Product are set by you. It is your obligation to
understand how retention works, including the pruning schedules that are
associated with each Cloud Service Plan.

b. Examples of Cloud Service Plans. Datto Cloud Service
Plans include the following, however, details of the different retention
options are set forth in the BCDR Product Specifications and must be consulted
to understand the manner in which backups are “rolled-up” from intra-dailies
to, eventually, monthly backups, and are “pruned.”

Plan Description

1-Year Cloud Retention (also known as 1 Year Time Based
Retention) Incremental data backups are retained for one year on a rolling
basis, with the oldest backups deleted after on year. Automatic
consolidation/roll-ups of incremental backup recovery points is applied on a
rolling basis

Infinite Cloud Retention Incremental data backups are
retained for an indefinite period of time for as long as the subscription is
current. Automatic consolidation/roll-ups of backup recovery points is applied
on a rolling basis.

Capacity Based Storage (previously known as Total Cloud
Retention) This option allows you to set your own retention schedule, subject
to a pre-defined amount of Datto Cloud storage. Use in excess of the allotment
is charged as an additional amount.

c. Retention of Data After Termination. If a Service
Subscription terminates, Datto reserves the right to delete the backed up data
in the Datto Cloud associated with your Product as set forth in the following
table. It is your responsibility, prior to or during this period, at your
expense, to request a copy of the data if you would like to retain a copy of
the backed up data in the Datto Cloud associated with your Product.

BCDR Product Type Retention Period After Termination

Datto Backup for Microsoft Azure 30 days, provided that if
the Protected System is removed from the Service Subscription, then there is no
retention, and export must be done prior to removal.

Datto Endpoint Backup for PCs No Retention. Export must be
done prior to termination.

All other Datto BCDR Products 60 days

d. Round Trips and Reverse Round Trips. Datto RoundTrip
service is used to expedite the replication of large data sets from a local
Datto device to the Datto Cloud. Reverse RoundTrip service is fee-based and
used to retrieve large data sets from the Datto Cloud. These services involve
the use of physical storage devices supplied by Datto or you. You are
responsible to pay the cost of the RoundTrip storage device if it is damaged or
lost in your custody or during shipments, or if you fail to return it. RoundTrip
and Reverse RoundTrip services are subject to Datto’s procedures and terms,
which can be found in the Specifications and Knowledgebase articles for these
services, and may not be available for all Products.

e. Upgrades. Datto typically allows you to purchase a new
device and return an existing device in the form of an Upgrade. If you are
interested in an Upgrade, please contact your Datto sales representative for
any available Upgrade paths for your device, and consult Datto’s policies and
Knowledgebase articles to learn more about Upgrade options. Should you proceed
with an Upgrade, Datto’s Upgrade procedures and terms must be followed.

f. Return of Hardware Not Purchased. If you have been
provided hardware for use under a subscription model (i.e., the hardware was
not listed as a separate line item on your invoice), you must return the
hardware at the end of the subscription term. If you wish to renew your
subscription, please speak to your salesperson about options to either continue
using your current hardware during the new subscription term, or replacing it
with new hardware. It is your obligation to remove all data from hardware before
returning it. You may contact Support to start a return process when needed,
and must follow datto’s standard return guidelines. Should you fail to return
hardware when required, Datto reserves the right to charge you the purchase
price of the hardware.

 

7. WARRANTY

a. Standard Limited Hardware Warranty for New BCDR Hardware.
Newly purchased BCDR hardware is warranted against defects in materials and
workmanship under normal use, handling and installation for a warranty period
as stated in the table below, which starts on the date the associated device is
shipped to you. For hardware that is in-warranty and found by Datto to be
defective, Datto’s warranty obligations are limited to, at Datto’s option,
either: (i) repairing the device using new or refurbished parts that are
equivalent to new in performance and reliability; (ii) replacing the device
with one that is new or formed from new and/or refurbished parts that are
equivalent to new in performance and reliability; or (iii) issuing a credit for
the device. To be eligible for warranty service, a device must be enrolled in
an active Service Subscription for which payment is current. Datto’s warranty
does not extend to or include Software included with the associated device. All
warranty claims must be received by Datto within the applicable warranty
period.

Device Hardware Type Standard Warranty Period

Datto SIRIS 3 or later; Datto NAS 3 of later; 5 years

Datto ALTO and all other Datto devices 3 years

b. Exclusions from Warranty. Datto’s hardware warranty does
not cover device defects or failures resulting from 1) accident, neglect or
abuse; 2) improper installation or maintenance; or 3) modifications, repairs,
improvements, installation of third party software, or other changes to the
hardware or software components of the device that have not been authorized in
writing by Datto. You are responsible for any costs related to the foregoing
exclusions.

c. Warranty on Repair/Replacement Devices. A replacement
device will continue to be under warranty for a period equal to the greater of
(i) the balance of the existing warranty period for the original device; or
(ii) sixty (60) days.

d. Warranty Returns. You will be required to follow Datto’s
standard RMA guidelines on packaging and shipping when returning defective
Product for replacement or repair. An RMA may be commenced by contacting
Technical Support. To avoid inadvertent data loss, please note that we will not
automatically cancel a Service Subscription on a hardware device that has been
authorized for return. Instead, we will terminate the Service Subscription as
of the last day of the month we receive a returned device. If you do not return
a device to us that is being replaced (for warranty, upgrade, or any other
reason), billing will continue on the device until you cancel the Service
Subscription.

e. Limit on Warranty. THIS WARRANTY IS THE SOLE AND
EXCLUSIVE WARRANTY GIVEN BY DATTO AND IS IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF
MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE,
EACH OF WHICH IS HEREBY EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW.

 

 

8. PRODUCT SPECIFIC TERMS.

a. Datto Workplace

i. How Workplace is Organized and Charged. Workplace Manager
is a web portal that allows you to provision and manage Datto Workplace for
your Clients. Datto Workplace Clients are organized into Teams. User Licenses,
Server Licenses and storage are allocated to Teams. Actual usage is calculated
by adding allocated Licenses and storage to active Teams in your Workplace
Manager portal (“Actual Usage”). You will be billed monthly at the greater of
Actual Usage or the number of Licenses designated in your Service Subscription
for a Committed Service Term.

ii. Service Plans. Each Team is configured under an
available Service Plan. Full details and features of available Service Plans
are set forth in the Specifications and may include plans that are unlimited or
metered. You are responsible for creating, managing and deleting Teams in your
Workplace Manager account, using permissions and security levels as available.
You, and not Datto, are responsible for supporting your Teams and Clients.

iii. End user Terms. End User Terms for Datto Workplace are
made available at time of registration of the individual users.

b. Datto File Protection. File Protection Manager is a web
portal that allows you to provision Datto File Protection for your Clients. All
provisioning of Datto File Protection must be initiated with a Datto sales
representative.

 

Exhibit A

BCDR End User Terms

These End User Terms (“Terms”), including any
Exhibits, apply to you as the person or entity that owns, licenses, or lawfully
controls the data, files or other content (“Content”) with which a Datto backup
and business continuity product (“Product”) will be used. Datto does not
provide the Product directly to you. The Product is sold and provided by Datto,
Inc. or one of its subsidiaries or affiliates (“Datto”) directly to the
reseller/managed service provider (“Administrator”) who will (a) use and manage
the Product on your behalf with your Content; and who may also (b) authorize
you to access, use or manage the Product yourself, either through the Product
interface or through a portal account, in which case you will be considered an
additional authorized administrator of the Product.

 

1. RIGHTS TO THE PRODUCT

You acknowledge that Datto and its licensors own all
intellectual property rights in and to the Product. You will not engage in or
authorize any activity that is inconsistent with such ownership. The Product
may involve the use of third party technology licensed by Datto, the use of
which is subject to such third parties’ license or other end user customer
terms.

 

2. DATTO’s RIGHTS AND RESPONSIBILITIES REGARDING CONTENT

a. Datto’s Use of Content. Datto will use Content only as
necessary to provide and support the Product and will not otherwise access
Content other than as permitted herein, as described in the Datto Privacy
Policy, or as authorized by an Administrator for support.

b. Datto’s Rights. In the event that Datto reasonably
believes Content or related Product use violates these terms, may disrupt or
threaten the operation or security of any computer, network, system or the
Product, or may otherwise subject Datto to liability, Datto reserves the right
to refuse or disable access to the Product or Content. Datto may also take such
action pursuant to the Digital Millennium Copyright Act and/or as required to
comply with law or any judicial, regulatory or other governmental order or
request. Datto will use reasonable efforts to contact the Administrator prior
to taking such action. Notwithstanding the foregoing, Datto may restrict access
to any Product or Content without prior notice as required to comply with law
or any judicial, regulatory or other governmental order or request. In the
event that Datto takes any such action without prior notice, Datto will provide
notice to the Administrator, unless prohibited by law.

c. Use of Aggregate Data. Notwithstanding anything else in
these Terms or otherwise, Datto may evaluate and process use of the Product and
Content in an aggregate and anonymous manner, meaning in such a way that the
individual is not or no longer identified or identifiable and compile
statistical and performance information related thereto (referred to as
“Aggregate Data”). Datto may use, process and share such Aggregate Data with
third parties to improve the Products, develop new products, understand and/or
analyze usage, demand, and general industry trends, develop and publish white
papers, reports, and databases summarizing the foregoing, and generally for any
purpose related to Datto’s business. Datto retains all intellectual property
rights in Aggregate Data. For clarity, Aggregate Data does not include any
personally identifiable information nor identify any End User or individual.

d. Right to Change Products. Datto may make changes to its
Products through updates and upgrades that offer new features, functionality,
and efficiencies (“Enhancements”). Datto reserves the right to add
new Products and Enhancements and to replace or discontinue Products or
Enhancements at any time.

e. Right to Interact with Products. You agree that Datto may
and you hereby authorize Datto to interact remotely with any deployed Product
in order to test, troubleshoot, update, analyze use of or modify the Product or
the environment in which it operates.

 

 

3. ADMINISTRATOR

a. Datto’s Relationship with Administrators. Datto will
interact with the Administrator(s) you appoint to operate and manage use of the
Product with your Content. You expressly agree that Datto may rely on the
instructions and authorization of the Administrator with respect to use and
support of the Product and access and control of your Content. You are not a
third party beneficiary of any agreement between Datto and an Administrator. An
Administrator is not an agent of Datto and is not authorized to make any
representations or warranties on behalf of Datto regarding the Product or its
use.

b. Your Relationship With Administrators. You are
responsible for instructing and authorizing the Administrator with respect to
use of the Product including backup settings, management, retention and
deletion of Content, and transition of Product or Content to a different
Administrator, and transition assistance and cooperation upon termination or
expiration of any relationship between or among Administrator, you and/or
Datto.

 

 

4. YOUR DIRECT USE OF A PRODUCT

If the Administrator authorizes you to access or use a
Product directly, through the Product interface or through a portal account,
you are responsible for all actions you take with respect to use of the Product
including backup settings and management, retention and deletion of Content and
Datto may rely on your instructions as an authorized administrator of the
Product. Any support for the Product is provided to you by the Administrator
and not directly by Datto.

 

 

5. SECURITY

a. Datto’s Security Measures. Datto has implemented and
maintains physical, technical and administrative measures designed to help
secure Content under Datto’s control against accidental or unlawful loss,
access or disclosure. However, no password-protected system of data storage and
retrieval can be made entirely impenetrable and you acknowledge and agree that
despite the reasonable measures employed, the Products and Content are not
guaranteed against all security threats or other vulnerabilities.

b. Administrator’s Security Measures. You acknowledge and
agree that the Administrator you authorize to manage use of the Product on your
behalf has access to and manages your Content. You and/or the Administrator are
responsible, and in no event will Datto be responsible, for any physical,
administrative, or technical controls related to Products or Content not under
the exclusive control of Datto, including but not limited to local Product
access, passwords or other access credentials, LAN or internet connectivity.
You and/or the Administrator are responsible for the proper configuration and
maintenance of security measures and for determining the security measures
appropriate for the Content, including local encryption of sensitive Content.

 

 

6. INDEMNIFICATION

You will defend, indemnify and hold harmless Datto from and
against any loss, cost, liability or damage, including attorneys’ fees, for
which Datto becomes liable arising from any claim relating to your Content,
including if it a) infringes or misappropriates the intellectual property
rights or other rights of a third party; b) violates any applicable law; or c)
otherwise is in violation of these End User Terms or the applicable Product
Terms of Use.

 

 

7. LIMITATIONS OF LIABILITY

THE DATTO PRODUCT, INCLUDING ANY THIRD PARTY COMPONENTS OR
TECHNOLOGY, ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, DATTO DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES,
EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM
INTEGRATION, DATA ACCURACY, DATA SECURITY, QUIET ENJOYMENT, TITLE, AND/OR
NON-INFRINGEMENT OR ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE
OF TRADE. DATTO DOES NOT WARRANT THAT THE PRODUCT WILL MEET ANY SPECIFIC
REQUIREMENTS OR THAT THE OPERATION OF ANY PRODUCT WILL BE SECURE, UNINTERRUPTED
OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.

DATTO MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE
PRODUCT’S COMPLIANCE WITH LAWS AND REGULATIONS SPECIFICALLY APPLICABLE TO ANY
USER OR INDUSTRY AND DISCLAIMS ALL LIABILITY ASSOCIATED THEREWITH.

THE PRODUCT MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER
RISKS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. DATTO
IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING
FROM SUCH PROBLEMS.

DATTO DISCLAIMS ANY DUTIES OF A BAILEE, AND YOU HEREBY WAIVE
ALL RIGHTS AND REMEDIES OF A BAILOR (ARISING UNDER COMMON LAW OR STATUTE),
RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE, TRANSMISSION OR SHIPMENT
OF CONTENT BY OR ON BEHALF OF DATTO.

TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT WILL DATTO
OR ANY DATTO LICENSOR OR SUPPLIER BE LIABLE FOR ANY DIRECT, INCIDENTAL,
INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR COSTS, REGARDLESS OF
THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST
REVENUES, COSTS OF DELAY, FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF
LOST OR DAMAGED DATA OR THE COST OF RECREATING THE SAME, EVEN IF DATTO HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL DATTO BE LIABLE
FOR THE PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DATTO, ANY
RESELLER, ADMINISTRATOR OR OTHER PARTY WILL CREATE ANY ADDITIONAL DATTO
WARRANTIES, ABROGATE THE DISCLAIMERS SET FORTH ABOVE OR IN ANY WAY INCREASE THE
SCOPE OF DATTO’S OBLIGATIONS HEREUNDER.

 

SCHEDULE I to BCDR End User Terms – Applicable only to
Products using StoragecCraft Technology

MSP SERVICES AGREEMENT MINIMUM CUSTOMER TERMS TERMS AND
CONDITIONS REGARDING USE OF STORAGECRAFT SOFTWARE: This document concerns your
use of StorageCraft Technology (“StorageCraft”) software provide to
you by NETINTEGRATION LLC (hereinafter referred to as “Company”).
Company will provide software services to you as described below, which may
include associated media, printed materials, and “online” or
electronic documentation, including certain StorageCraft software products that
it offers on an MSP basis, including without limitation
ShadowSnap®(individually and collectively, the “Licensed Software”).
Company does not own the Licensed Software and its use is subject to certain
rights and limitations of which Company needs to inform you. Your right to use
the Licensed Software is subject to your customer service agreement
(“agreement”) with Company and your compliance with and consent to
the following terms and conditions, which Company does not have authority to alter
or amend.

OWNERSHIP OF LICENSED SOFTWARE. The Licensed Software is
licensed to Company by StorageCraft. All title and intellectual property rights
in and to the Licensed Software are owned by StorageCraft or its licensors. The
Licensed Software is protected by copyright laws and international copyright
treaties, as well as other intellectual property laws and treaties. Your
possession, access, or use of the Licensed Software does not transfer to you
any ownership right to the Licensed Software.

COPIES. You may not make any copies of the Licensed
Software. You must uninstall, erase or destroy all Licensed Software installed
on your computer(s) upon termination or cancellation of your agreement with
Company, notice from Company, or transfer of your computer(s) to another person
or entity, whichever occurs first. You may not copy any printed materials
accompanying the Licensed Software.

LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND
DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the
Licensed Software, except and only to the extent that applicable law,
notwithstanding this limitation, expressly permits such activity.

NO RENTAL. You may not rent, lease, lend, pledge, or
directly or indirectly transfer or distribute the Licensed Software to any
third party, and you may not permit any third party to have access to and/or
use the functionality of the Licensed Software.

TERMINATION. Without prejudice to any other rights, Company
may suspend or terminate your rights to use the Licensed Software if you fail
to comply with these terms and conditions. Further, your rights to use the
Licensed Software may be suspended or terminated in the event that Company
violates its agreement with StorageCraft or that Agreement is otherwise
terminated. In the event of suspension, termination or cancellation, the
functionality of the Licensed Software may cease, the Licensed Software may deactivate,
and/or you may be required to stop using the Licensed Software and destroy all
copies of the Licensed Software and all of its component parts.

COOPERATION. Upon termination of your rights to use the
Licensed Software, you will cooperate in: (a) removing or deactivating all
copies of the Licensed Software from your computers on which it is installed;
and (b) returning or destroying all media containing the Licensed Software.

NO WARRANTIES, LIABILITIES, OR REMEDIES BY STORAGECRAFT.ANY
WARRANTIES, LIABILITY FOR DAMAGES, AND REMEDIES ARE PROVIDED SOLELY BY COMPANY
AND NOT BY STORAGECRAFT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU
DISCLAIM ALL WARRANTIES BY STORAGECRAFT AND ANY LIABILITY BY STORAGECRAFT OR
ITS SUPPLIERS FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, OR CONSEQUENTIAL,
ARISING FROM THE USE OF THE LICENSED SOFTWARE OR YOUR AGREEMENT OR RELATIONSHIP
WITH THE COMPANY.

PRODUCT SUPPORT. Any product support for the Licensed
Software is provided to you by Company and not by StorageCraft.

NO-FAULT TOLERANT. THE LICENSED SOFTWARE CONTAINS TECHNOLOGY
THAT IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR
USE IN ENVIRONMENTS OR APPLICATIONS IN WHICH THE FAILURE OF THE LICENSED
SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY OR
ENVIRONMENTAL DAMAGE.

 

EXPORT RESTRICTIONS. The Licensed Software is of U.S. origin
for purposes of U.S. export control laws. You agree to comply with all
applicable international and national laws that apply to the Licensed Software,
including the U.S. Export Administration Regulations, as well as end-user,
end-use and destination restrictions issued by U.S. and other governments.

UNITED STATES GOVERNMENT RESTRICTED RIGHTS RESTRICTED RIGHTS
LEGEND. All StorageCraft products and documentation are commercial in nature.
The Licensed Software and associated documentation are “Commercial
Items”, as that term is defined in 48 C.F.R. section 2.101, consisting of
“Commercial Computer Software” and “Commercial Computer Software
Documentation”, as defined in 48 C.F.R. section 252.227-7014(a)(5) and 48
C.F.R. section 252.227-7014(a)(1), and used in 48 C.F.R. section 12.212 and 48
C.F.R. section 227.7202, as applicable. Consistent with 48 C.F.R. section
12.212, 48 C.F.R. section 252.227-7015, 48 C.F.R. section 227.7202 through
227.7202-4, 48 C.F.R. section 52.227-14, and other relevant sections of the
Code of Federal Regulations, as applicable, the Licensed Software and
documentation are licensed to United States Government end users with only
those rights as granted to all other end users, according to the terms and
conditions contained in the end user license agreement.