Updated as of October 29, 2024

These Kaseya 365 Product Terms of Use (“Kaseya 365 Terms”) govern the purchase and use of Kaseya 365 Endpoint (both Pro and Express) as well as Kaseya 365 User.  Unless otherwise specified, the term “Kaseya 365” will refer to all versions of both Kaseya 365 Endpoint and Kaseya 365 User.

Kaseya 365 provides IT professionals with a purpose-built, efficient and effective licensing system to key Kaseya cybersecurity, monitoring, backup and management products (each, a “Component”).  A License to Kaseya 365 provides you with a License to the Kaseya 365 Components for that version of Kaseya 365, as listed in the tables below.   

These Kaseya 365 Terms are hereby made a part of the Kaseya Master Agreement (the “Master Agreement”), which can be accessed here.  Further, many of the Kaseya 365 Components have their own Product Terms of Use (linked below) (“Component Product Terms”), which are also incorporated herein, and into the Master Agreement, by reference.  Detailed information about each Component can be found in the Component Product Terms and the Product’s Documentation (defined below).  By purchasing Kaseya 365, you agree to be bound by the Master Agreement, Kaseya 365 Terms and the applicable Component Product Terms (collectively, the “Terms”).  Capitalized terms not defined in these Kaseya 365 Terms have the meaning given to them in the Master Agreement or Component Product Terms.  

“Documentation” means the current data, information and other content that we make available to you regarding the Components, or other information as updated from time to time. Examples of Documentation include Specifications (as defined in the Kaseya Master Agreement) and information we provide to you through our Portals like white papers, user manuals, KB articles, instructions, technical data sheets or industry information.

To the extent there are inconsistencies among the Master Agreement, the Component Product Terms and these Kaseya 365 Terms, these Kaseya 365 Terms will prevail.  For clarity, we know that certain Kaseya 365 Terms do in fact contradict Component Product Terms, and these Kaseya 365 Terms prevail over those inconsistent terms with respect to Kaseya 365 Licenses.   

KASEYA 365 ENDPOINT COMPONENTS AND LICENSING BASIS 

Kaseya 365 Endpoint is licensed on a per Endpoint basis (each a “License”).  Each License to Kaseya 365 Endpoint provides a License to the Kaseya 365 Components listed in the table below.  Please note that Kaseya 365 Endpoint Pro includes Managed Detection and Response (“MDR”) and Kaseya 365 Endpoint 

2.  USE OF KASEYA 365

a. Right to Use. Subject to your compliance with the Terms and the receipt by Kaseya of all applicable Fees, Kaseya grants you a limited, revocable, non-sublicensable, non-exclusive right and license during the applicable Kaseya 365 Committed Service Term to access and use Kaseya 365 for the number of Licenses Ordered including any Licenses added to your Subscription after the initial Order (“Additional Licenses”). If a Component requires the use of Agent Software, you hereby agree to the terms of the applicable Agent Software licenses, and we grant you the non-exclusive, non-assignable, limited right to download, install and use the Agent Software solely to facilitate your access to, operation of, and/or use of Kaseya 365 as specified in an Order. Your right to use Agent Software will terminate upon the termination of your Kaseya 365 Subscription.

b. Add-Ons.  Any additional Licenses, additional storage, added features or other purchases added to a Service Subscription after initial registration (“Add-Ons”), either through a purchase order or enabled automatically (for example, by adding Users or Endpoints), will be deemed to modify the Order and Service Subscription.  You acknowledge that you are responsible for such Add-Ons.  The number of Kaseya 365 Licenses cannot be decreased for the remainder of the then-current Committed Service Term.  Except for Archive Licenses and excess storage related to SaaS Backup Component of Kaseya 365 User (as further described below), Add-Ons also cannot be decreased for the remainder of the then-current Committed Service Term.  All Licenses in a Service Subscription (including Add-Ons) terminate on the same date.  Kaseya reserves the right to monitor use and retroactively invoice for use that was not reflected on invoices covering months of actual use.  

c. Content After Termination. If applicable to a Component, for a period of time following termination of a Kaseya 365 Subscription, and as further described in the applicable Documentation and/or Component Product Terms, we will, upon written request, allow you to export a copy of Content in a format supported by us.  Such obligation is conditioned upon: (i) the amount of Content being reasonable given the export technology available; (ii) your following Kaseya’s reasonable instructions for the export and; (iii) payment of all amounts you owe to us, including any standard fee for the export.   After such period, we have no obligation to maintain or provide access to any Content and may thereafter delete or destroy all copies of the Content, unless legally prohibited.

d. Changes in the Suite of Components.  In the event of product obsolescence or changes in the technological landscape, Kaseya may substitute, add or delete Components from Kaseya 365 from time to time upon written notice to you.  In such event, the Kaseya 365 offering before and after such modification will be of comparable value.      

3. LICENSES and SUBSCRIPTIONS

a. Service Subscription Required. All rights to use Kaseya 365 are conditioned upon enrollment in a valid Kaseya 365 Service Subscription for which we receive timely payment.  A Service Subscription includes a Committed Service Term, License count and, for certain Components, a Service (or Retention) Plan or other such configuration or feature set.  Available plans vary depending on the Component and are described in the applicable Documentation and/or Component Product Terms. All Service Subscriptions include access to standard Kaseya Technical Support.  

b. The Committed Service Term. The Committed Service Term of a Service Subscription is indicated on the applicable Order and is for a defined time period.  A Service Subscription begins on the start date set forth on the Order.

c. Licenses.  A single License to Kaseya 365 provides you with a single License to each of the Components.  The Component Licenses stemming from the same Kaseya 365 License must all be used on the same Endpoint or for the same User, as applicable.  For example, through the same single Kaseya 365 Endpoint License, you may use the associated Endpoint Backup License and associated Ransomware Detect License only on the same Endpoint, or not at all.  Similarly, through the same single Kaseya 365 User License, you may use the associated Graphus and associated SaaS Protection License only for the same unique User email address, or not at all.  With respect to Dark Web ID, you may only use a Dark Web ID License for a domain that matches the domain of a User under a valid Kaseya 365 User License.  Breach of this subsection (c) is a material breach of the Terms. Kaseya 365 Licenses are purchased and used in License pools, and during any Service Subscription, may be distributed from a Kaseya 365 License pool among your customers or personnel (as applicable), reabsorbed into the pool when not assigned for use, and then redistribution again.  

d.  Archive and Active User Licenses for SaaS Backup.  With respect to the SaaS Backup Component of a Kaseya 365 User License, an “Active User” is defined as a User that has an active subscription for the underlying application that is being backedup by Kaseya 365 User (for example, Microsoft 365 or Google Workspace) (the “Backedup Site”).  If and when the User subscription to a Backedup Site terminates (for example, if the User was an employee who has left an organization), Kaseya 365 User will automatically move that User from an Active User License to an “Archive License,” thereby freeing the Active User License for use by a different Active User.  Moving an Active User to an Archive License does not reduce the number of your Active User Licenses, which cannot be decreased during a Committed Service Term.  An Order may set forth an initial number of Archive Licenses that cannot be decreased during the Committed Service Term (i.e., they act as a minimum number of Archive Licenses through the Committed Service Term), however, any Archive Licenses that are added after the Order date are provided on a month-to-month basis, and such adjustments will be made automatically each month.  

4. STORAGE ENTITLEMENTS 

Please note, treatment of Storage Entitlement differs between Kaseya 365 Endpoint and Kaseya 365 User.

a. Storage Entitlement for Kaseya 365 Endpoint.  Kaseya 365 Endpoint is provided with a specific entitlement to use storage (“Storage Entitlement”) applicable to the Datto Endpoint Backup Components across all Kaseya 365 Endpoint Licenses (Pro and Express, together).  The initial Storage Entitlement is set forth on the initial Order.  The Storage Entitlement may be increased during a Committed Service Term by purchasing additional storage, which is an Add-On and which cannot be decreased during a Committed Service Term.  If your Account exceeds the Storage Entitlement during any monthly period, you will automatically be charged and invoiced for such excess storage at the end of that monthly period.  For any later monthly period where storage is below the Storage Entitlement throughout such period, there will be no excess storage invoiced for that period.  For clarity, it is acknowledged that with respect to storage for Datto Endpoint Backup, the Kaseya 365 Terms differ from the terms applicable to stand-alone Datto Endpoint Backup (i.e, the Component Product Terms) and these Kaseya 365 Terms shall prevail with respect to the Storage Entitlement aspect of Datto Endpoint Backup.

b. Storage Entitlement for Kaseya 365 User.  Kaseya 365 User is provided with an initial entitlement to storage (“Storage Entitlement”) of 60GB per License (15GB for Kaseya 365 User CORE Licenses), averaged across all Kaseya 365 User Licenses, provided that if a different Storage Entitlement is set forth on the Order for Kaseya 365 User, then the Storage Entitlement on the Order shall apply.  The Storage Entitlement may be increased during a Committed Service Term by purchasing additional storage, which is an Add-On and cannot be decreased during a Committed Service Term.  If your Account exceeds the Storage Entitlement during any monthly period, you will automatically be charged and invoiced for such excess storage at the end of that monthly period at the then-current prices for such excess storage (unless another price is set forth on your Order).  For any later monthly period where storage is below the then-current Storage Entitlement throughout such period, there will be no excess storage invoiced for that period.  For clarity, it is acknowledged that with respect to storage for SaaS Backup, the Kaseya 365 Terms differ from the terms applicable to stand-alone SaaS Backup (i.e, the Spanning or SaaS Protection Product Terms of Use, as applicable) and these Kaseya 365 Terms shall prevail with respect to the Storage Entitlement aspect of SaaS Backup. Kaseya 365 User CORE Licenses are available only to customers that meet the Kaseya CORE Program eligibility requirements; more information about CORE Program can be found by clicking here.  

5. FEES AND PAYMENTS

Kaseya 365 Service Subscription Fees are invoiced upfront for each annual or monthly period, depending on the payment schedule set forth on your Order.  However, any invoices related to Storage Entitlement overages are purchased on a consumption basis and are invoiced monthly in arrears.  Unless other payment options are expressly agreed to by us, payments are due upon delivery of the invoice and will be charged to the applicable payment method indicated in your Portal account. With respect to determining limits of liability, the Kaseya 365 License fees paid or payable to Kaseya by you shall be divided by the number of Kaseya 365 Components that form the applicable Kaseya 365 Product.