Kaseya API License and Confidentiality Agreement

Last Updated as of March 1, 2026

This Kaseya API License and Confidentiality Agreement governs your right to use any Kaseya application programming interface and related tools and materials for access to Kaseya products, platforms or services (“Kaseya Products”). For purposes of this document:

  • “API” means any form of machine accessible application interface that Kaseya makes available and that provides access to a Kaseya Product.  The term API includes API Materials.
  • “API Guidelines” means the guidelines provided to you by Kaseya or accessible by clicking here, and which describe additional limits, terms and helpful information about use of the API.  The API Guidelines may be modified from time to time in Kaseya’s discretion.
  • “API Materials” means the API Guidelines, as well as all associated tools, elements, software, development kits, libraries, documentation, websites, guidelines, developer forums, metadata, sandboxes, specifications, code, technology and other materials.
  • “Applicable Laws” means any applicable law, rule, regulation, directive, code, order or other requirement applicable to a party and its activities under this License.  Without limitation, Applicable Laws includes those regarding data privacy, export and import.
  • “Connected Service” means the software application, system, website, platform device or service that exchanges data or functionality with a Kaseya Product through the API and Integration.
  • “Content” means data and other information (such as, for example, text, images, videos, audio, support tickets, customer backups, passwords, personal information, customer databases, notes, contacts, or software) in Kaseya Products that is uploaded into, stored on, processed by or otherwise accessible to you through the Kaseya Products (“Content”).
  • “End Users” means users of Connected Services or Integrations (such as your clients and customers).
  • “Kaseya” means Kaseya US, LLC as well as any affiliate and parent companies including Kaseya international entities and subsidiaries such as Datto, Unitrends, and ITG Software.  Kaseya may be referred to as “we”, “our”, or “us.”
  • “Kaseya Competitor” means any individual or entity that develops, offers, sells or licenses products, services or technologies that are substantially similar to, or that could serve as a reasonable substitute for, a Kaseya Product.
  • “Integration” means any software, application, service, connector, script or other implementation that interacts with or connects to an API for purposes of exchanging, transmitting, synchronizing, processing or otherwise using data or functionality provided through the API.
  • “Integration Alliance Agreement” means a Kaseya TAP Agreement, Autotask Integration Hub Agreement or other similar agreement which you and Kaseya may mutually agree to enter into, and which would allow for your creation of a Public Integration, as more fully explained below.  You may seek an Integration Alliance Agreement with Kaseya by following the directions in Section 1(b).
  • “License” means this document, the Kaseya Master Agreement accessible by clicking here, and any referenced Kaseya agreements, terms, policies, and guidelines (such as, for example, Kaseya’s Privacy Policy, Kaseya Product Terms of Use, and Integration Alliance Agreements, if any.
  • “Private Integration” means an Integration developed exclusively for internal use by a single Kaseya customer organization, or created on a one-off basis for any such customer without further distribution.
  • “Public Integration” means an Integration made available, directly or indirectly, to third parties (other than the original commissioning customer in a Private Integration scenario), whether for free or a fee, for the purpose of distribution or resale.  This includes, but is not limited to an Integration: offered through marketplaces, app stores or similar distribution platforms; marketed or promoted to multiple customers or end users, and; incorporated into commercial products or services that are resold or monetized through subscriptions, use fees or other consideration.
  • “Security Incident” means any actual or suspected: (a) unauthorized access, acquisition, use, disclosure, modification, loss or destruction of Content; (b) vulnerability, breach or intrusion of your Connected Systems, Connected Services or Integrations; or (c) issue that materially degrades a Kaseya system or network, including an API.
  • “Trademark” means a trade name, trademark, service mark, logo, domain name, or other brand indicia that either you or Kaseya uses to brand products or services.

This License forms a binding, legal contract between Kaseya and you regarding your access to and use of any API, and governs your relationship with Kaseya for such purposes. Kaseya may provide additional terms that are applicable to a specific API, and those more specific terms will also govern your use of that API. If there is a conflict between the specific terms and this License, the more specific terms will control.

PLEASE READ THIS LICENSE CAREFULLY. BY ACCESSING OR USING AN API, BY CLICKING TO ACCEPT THIS LICENSE, AND/OR BY SIGNING THIS LICENSE, YOU AGREE TO COMPLY WITH THE LICENSE AND ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE LICENSE. IF YOU ARE USING AN API AND/OR ACCEPTING THIS LICENSE ON BEHALF OF AN ENTITY (REGARDLESS OF WHETHER THE ENTITY IS YOUR EMPLOYER, OR A THIRD-PARTY), YOU REPRESENT AND WARRANT THAT: (A) YOU HAVE NOTIFIED SUCH ENTITY OF THIS LICENSE; (B) YOU HAVE PROVIDED A COPY OF THIS LICENSE TO THE ENTITY, AND; (C) YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS LICENSE. WHEN AN INDIVIDUAL ACCEPTS THIS LICENSE ON BEHALF OF AN ENTITY, THE TERM “YOU” REFERS TO BOTH THE INDIVIDUAL AND THAT ENTITY.

Section 1: Using a Kaseya API

    1. Your License to the API.  Kaseya provides you with access to the API so that you may develop or use Integrations between Kaseya Products and Connected Services.  Under this License, you may develop or use only Private Integrations.  Subject to the terms of this License, you are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the API solely to develop, test, support, or use a Private Integration. If Kaseya provides you with API Materials, you may modify and reproduce such materials but only to for the purpose of integrating the Connected Service with Kaseya Products. Use of API Materials in conjunction with any non-Kaseya Product is strictly prohibited.  API Materials are provided AS IS, and are not intended for production use.  Kaseya has no obligation to provide technical support services for the API or API Materials.
    2. Development of Public Integrations. If you wish to develop Public Integrations, or otherwise wish to establish a relationship with Kaseya which is part of a technology alliance, please contact Kaseya as follows to enter into one of the following Integration Alliance Agreements (or both):
      • For Integrations with Autotask PSA, please click here and visit the Autotask Integration Hub signup page.
      • For Integrations with all other Kaseya Products, please click here and visit the Kaseya Technology Alliance Program (“TAP”) signup page.

      This License is hereby made a part of any Integration Alliance Agreement that you enter into.

    3. Compliance with Laws and Third Party Rights.When using the API or otherwise accessing or interacting with Kaseya Products, you will comply with all Applicable Laws. You will not use the API to encourage or promote illegal activity, breach of this License, breach of Applicable Laws or violation of third-party rights. Similarly, you will require that End Users comply with all Applicable Laws. You will notify Kaseya promptly if you become aware of any actual or alleged violation of Applicable Laws.
    4. Additional Prohibitions.When using an API, you may not, nor may you allow any third party, to do any of the following:
      1. Violate or encourage the violation of Applicable Laws;
      2. Sublicense, transfer to or otherwise allow any third party to use or access the API without Kaseya’s explicit permission;
      3. Allow for use of the API by any employee, contractor, agent or other entity who does not have a genuine need to access the API for purposes of creating a Private Integration;
      4. Access an API in a manner that introduce viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature to Kaseya Products, networks, APIs or any other system;
      5. Defame, abuse, harass, stalk, or threaten others;
      6. Interfere with or disrupt the API, Kaseya Products or any related services;
      7. Engage in activity that, intentionally or unintentionally, results in a denial-of-service attack or similar attack;
      8. Promote or facilitate unlawful acts or disruptive commercial messages or advertisements;
      9. Reverse engineer or attempt to extract the source code from an API, Kaseya trade secret, Kaseya Product or related service, except to the extent that this restriction is expressly prohibited by law;
      10. Compile results of benchmarking of the API or Kaseya Product, or disclose such to any third-party;
      11. Use an API in situations that could lead to death, personal injury, or environmental damage (such as the operation of nuclear facilities, air traffic control, or life support systems);
      12. Make more copies of the API Materials than are reasonably necessary for proper use of the API to create a Private Integration; or
      13. Remove, obscure, or alter any Kaseya terms of use, regulations, copyright notices or policies or any links to or notices of such terms.
    5. Use Limitations. In Kaseya’s sole discretion, Kaseya may set and enforce limits on the use of an API such as, for example, limiting the number of API requests that can be made or the number of users that may be served (“API Limits”). You agree to use APIs within the API Limits, and will not attempt to circumvent API Limits. If you would like to use an API beyond the API Limits, you must obtain Kaseya’s express consent by emailing:
    6. API Fees. Kaseya may, in its discretion, charge for use of the API or technical support related to the API upon thirty (30) days’ written notice of such charges and in such event, if you do not pay such charges, Kaseya reserves the right to terminate this License and your access to any API.
    7. Competitors Using APIs. You may not, directly or indirectly, use or access an API if you are currently, or later become a Kaseya Competitor, or if you are currently owned, or later become owned, by a Kaseya Competitor unless you have fully disclosed such information to Kaseya and Kaseya has given you explicit written approval to use an API. You shall inform Kaseya within three (3) days of a change in your status such that you become a Kaseya Competitor, or if you transfer any material asset to a competitor of Kaseya, by emailing:
    8. Open Source Code.Some of the software related to the API may be offered under an open source license. Open source software licenses constitute separate written agreements. For certain APIs, open source software is listed in the documentation. To the limited extent that the open source software exists in an API, the open source license to such open source code expressly supersedes this License where there is a conflict with respect to that limited open source license provision.
    9. Feedback.You may provide Kaseya with comments and information regarding the API (“Feedback”). You hereby grant to Kaseya the right to use Feedback in Kaseya’s discretion, without obligation to you, in perpetuity.

    Section 2: Developer Accounts

    1. Registration.Registration of your Integration, as well as Integrations created by third parties, may be required by Kaseya. For example, Kaseya may require that you create user names and passwords (“Credentials”) to access the API, and that you do so only through an account specifically for your use (“Developer Account”). The information that you provide in conjunction with registration, Credentials and Developer Accounts must be accurate and up to date, and you agree to inform us promptly of any updates by emailing us. You may not provide your Credentials or Developer Account to a third-party without Kaseya’s permission (not even to an agent or subcontractor that you hire to create an Integration). Should you allow any entity to use your Credentials or Developer Account, you will be held liable for all acts or omissions associated with such Credentials or Developer Account and may be subject to immediate termination of this License.  Please email us about registration issues as follows:
    2. Sandbox or Developer Account.Should you wish to be provisioned a Developer Account, sandbox, trial devices, trial accounts or other API Materials to use in conjunction with an API, you must be enrolled in the Autotask Integration Hub program or the Kaseya TAP program, as applicable and have entered into an Integration Alliance Agreement.

    Section 3: Connected Services

    1. Monitoring.YOU UNDERSTAND THAT KASEYA MAY, IN ITS DISCRETION, MONITOR YOUR USE OF THE API FOR ITS LEGITIMATE BUSINESS PURPOSES SUCH AS TO ENSURE QUALITY, IMPROVE KASEYA PRODUCTS AND CONFIRM YOUR COMPLIANCE WITH THIS LICENSE OR ANY OTHER KASEYA AGREEMENT. You will not interfere with this monitoring and will provide Kaseya reasonable information to aid Kaseya in its monitoring activities. If you interfere with monitoring, Kaseya may use any means to overcome such interference.
    2. Tracking ID.Kaseya may, in its discretion, assign you a unique tracking ID or key (or ask you to cooperate with some other tracking mechanism) related to your use or access to an API (the “Tracking ID”). Upon our request, you must (i) include the Tracking ID (or other tracking mechanism) in each web-services call made to Kaseya, and; (ii) replace a Tracking ID with a new Tracking ID provided by Kaseya to you. For new Integrations, you may request to have a new Tracking ID assigned to you by emailing:
    3. Responsibility for the Connected Services or Integration.Kaseya takes no responsibility for the Connected Services or Integration including, but not limited to, its security, operation, support, legality and compatibility with Kaseya Products. Vis-à-vis you and Kaseya, you are solely responsible for the Connected Services and Integration, including:
      • development, content, operation, maintenance and use of the Connected Services and Integration;
      • the compatibility of the Connected Services and Integration with current and future versions of the Kaseya Products and the API, as well as with third-party hardware, software, services, and platforms;
      • claims relating to the use of the Connected Services and Integration;
      • Applicable Laws, including security and privacy laws, relating to use of the Connected Services and Integration, and;
      • providing customer support and other technical assistant to End Users of the Connected Services and Integration.
    4. Support for the Connected Services and Integration.You are responsible for any and all support of the Connected Services and Integration including the costs associated with it, and the provision of resources, tools and personnel. Kaseya may, in its discretion, redirect to you any End Users who require support or have other inquiries respect to the Connected Services and Integration (“Support Calls”). You agree to respond to Support Calls promptly and professionally.
    5. Security of the Connected Services and Content.You warrant and are responsible for ensuring that the network, operating systems and software of your web servers, databases and computer systems that are used in conjunction with the Connected Services and the Integration (“Connected Systems”) are properly configured and comport with industry standards and Applicable Law. You must use appropriate administrative, physical and technical safeguards to protect the security, privacy and confidentiality of the Connected Systems, as well as Content, as further described in Section 5.  In addition to our suspension and termination rights described in this License, we may use technology to detect, prevent or limit the impact of any issues caused by your Connected Systems, Connected Service or Integration such as, for example, we may filter to stop spam, and we may also monitor and mitigate scraping, denial of service attacks, impersonations and illicit consent grants.
    6. Privacy of Content.You will safeguard Content that you collect through the API from, and shall promptly report to End Users, any unauthorized access, use or loss of Content as required by Applicable Law. Even if not required by law, in all cases you will report such unauthorized access, use or loss to Kaseya, as described in the section below.  You will comply with all Applicable Laws including privacy-related laws.  You will provide and adhere to a publicly-available privacy policy that clearly and accurately describes what information you collect and how you use and share such information with Kaseya and third parties.
    7. Reporting Security and Privacy Breaches. You shall promptly (and in all cases within twenty-four (24) hours) report any Security Incident to Kaseya by emailing to [email protected].  Such report shall include reasonable details about the Security Incident.  You will immediately and continuously work with Kaseya to correct and mitigate damages related to a Security Incident, including the immediate disconnection of a problematic Connected System, Connected Service, Integration, End User or account.  You will make no public statements regarding Kaseya or a Kaseya API without prior written and express permission from Kaseya in each instance.
    8. Contact and Cooperation. Upon Kaseya’s request, you shall provide a contact that is reachable at all times for API-related questions and concerns, and will update that contact promptly and as needed. To allow Kaseya to confirm your compliance with this License, you will: (a) promptly respond to Kaseya’s questions (including those regarding your security and privacy processes and procedures) and; (b) provide Kaseya with up to two full-feature client account-level instances to access your Connected Service or Integration.  Your failure to provide this cooperation may result in immediate suspension or termination of this License and access to any API.

    Section 4: Confidentiality

    1. Definition of Confidential Information.“Confidential Information” means information disclosed by you or Kaseya (“Discloser”) to the other party (“Recipient”), whether orally or in writing, that is designated as confidential or that a reasonable person would believe to be confidential given the nature of the information or the circumstances of disclosure. Your Confidential Information may include information regarding the Connected Services, Connected Systems or Integration. Kaseya Confidential Information includes information about the API and Kaseya Products. Confidential Information may also include information such as, for example, business plans, technology, software code, product roadmaps and business processes. However, Confidential Information does not include information that (i) is or becomes generally known to the public without breach of the Discloser’s rights, (ii) was previously known to the Recipient without breach of the Discloser’s rights or an obligation of confidentiality, (iii) is received from a third party without breach of the Discloser’s rights or an obligation of confidentiality, or (iv) was independently developed by the Recipient.
    2. Confidentiality Obligations.The Recipient will protect the Confidential Information of the Discloser by using the same degree of care that it uses to protect the confidentiality of its own Confidential Information (but not less than reasonable care). As a Recipient, you shall only use Kaseya’s Confidential Information for the proper use of the API under this License, and Kaseya shall only use your Confidential Information to provide you with the API, or to exercise its rights under this License (each, a “Proper Purpose”). The Recipient shall disclose the Discloser’s Confidential Information only to its employees or representatives who: (a) need access to the Confidential Information for the Proper Purpose, and; (b) who have signed confidentiality agreements with the Recipient that protect the Discloser’s Confidential Information at least as broadly and well as this License does. These obligations shall survive termination of the relationship between you and Kaseya.
    3. Compelled Disclosure.Notwithstanding anything herein to the contrary, the Recipient may disclose Confidential Information of the Discloser to the extent compelled to do so by law, provided the Recipient gives the Discloser prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Discloser’s cost, if the Discloser wishes to contest the disclosure.
    4. Injunctive Relief. Due to the unique nature of Confidential Information, often there is no adequate remedy at law for a breach of this section and such breach would cause irreparable harm to the non-breaching party. Therefore, the non-breaching party shall be entitled to seek injunctive relief without the requirement of posting bond, in addition to whatever remedies it might have at law or under this Agreement.

    Section 5: Content

    1. Content Accessed Through API.Through an API, you may gain access to Content. Typically, Content is held by Kaseya on behalf of Kaseya customers. Vis-à-vis you and Kaseya, Content is the Confidential Information of Kaseya, and owned by Kaseya. Kaseya may, at any time, delete Content, remove Content, or refuse to make Content available to you. Further, with respect to Content that is held by Kaseya on behalf of Kaseya customers, you may not access, use, possess or otherwise process Content unless you have been granted a license to do so by those customers, and you are otherwise permitted to do so under Applicable Law; it is your responsibility to secure the proper licenses and permissions. By using our API and accessing Content, you warrant and represent that you have secured all necessary rights and third-party approvals to do so, and that your access, use, processing and possession of Content complies with Applicable Law.
    2. Submitted Content Provided to Kaseya.An API may allow you to submit data and Content to Kaseya Products through the API (“Submitted Content”). For example, your Connected Services may “push” Submitted Content into a Kaseya Product account of a Kaseya customer. You understand that once Submitted Content is provided to Kaseya, it likely will be intermingled with Content and other data held by Kaseya associated with a particular Kaseya Product.  Therefore, to enable Kaseya to provide the API and Kaseya Products as integrated with Connected Services, you hereby grant Kaseya a perpetual, irrevocable, worldwide, sub-licensable, royalty-free, and non-exclusive license to process Submitted Content in relation to the Kaseya Product.  Before you provide Submitted Content to Kaseya, you will ensure that you have the necessary rights to allow Kaseya to process the Submitted Content as described in this License.  Kaseya will process the Submitted Content in accordance with applicable Kaseya policies and agreements (such as, the Kaseya Privacy Policy and the Kaseya Master Agreement) and in the same manner that Kaseya processes other Content. By using our API and providing Submitted Content, you warrant and represent that you have secured all necessary rights and third-party approvals to do so, and that your submission complies with Applicable Law. You will not, under any circumstances, provide Submitted Content that requires special handling without first securing Kaseya’s written approval to do so, which Kaseya may grant or withhold in its discretion. Examples of Submitted Content that requires special handling is that which is subject to the International Traffic in Arms Regulations or the Health Insurance Portability and Accountability Act.
    3. Prohibitions Related to Content and Submitted Content.Unless expressly permitted by the owners of Content, or by Applicable Law, you will not do, and will not permit your End Users or others acting on your behalf to do, any of the following:
      1. scrape, build databases, or otherwise create permanent copies of Content;
      2. copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, perform AI training or sublicense Content to any third party;
      3. misrepresent the source or ownership of the Content; or
      4. remove, obscure, or alter any copyright, trademark, or other proprietary rights notices from the Content, or falsify or delete any author attributions, legal notices, or other labels of the origin or source of Content.

    Section 6: Ownership; Trademarks; Attribution

    1. Ownership of API.The API is licensed, not sold, and Kaseya retains and reserves all rights in the API that are not expressly granted in this License. By using our API, you do not acquire ownership in our API or the Content that is accessed through our API. You acknowledge that Kaseya and its licensors retain all worldwide right, title and interest in and to the API and Kaseya Products.  Vis-à-vis you and Kaseya, Kaseya retains all rights, title and interest in the Content.
    2. Ownership of the Connected Services, Integration and Submitted Content.Kaseya does not acquire ownership in your Connected Services, your Integration or Submitted Content.
    3. Trademarks. Except where expressly stated, this License does not grant either you or Kaseya any right, title, or interest in or to the other party’s Trademarks. More broad Trademark license rights are available under an Integration Alliance Agreement.
    4. Publicity.You will not make any statement or other indication regarding your use of an API which suggests partnership with Kaseya, sponsorship by Kaseya, or endorsement by Kaseya without Kaseya’s prior written approval.  Broader publicity rights are available under an Integration Alliance Agreement.
    5. Non-exclusive Relationship.The relationship between you and Kaseya as described in this License is non-exclusive. The relationship does not limit the products or services that Kaseya may develop, resell, use or otherwise interact with, even if they compete with the Integration or Connected Services.

    Section 7: Term and Termination

    At any time, in Kaseya’s reasonable discretion, Kaseya may suspend your access to the API without notice.

    1. Termination.Unless you and Kaseya have agreed otherwise in writing, either you or Kaseya may terminate this License at any time, for any reason or no reason, by providing the other party with thirty (30) days’ prior written notice. Kaseya has the right to discontinue or suspend your access and right to use the API immediately for any reason, including: (i) your breach of this License, or; (ii) where there is a risk of damage to Kaseya or any third party.
    2. Post-Termination Obligations. Kaseya will not be liable to you for termination of this License or access to an API. Upon termination, you will immediately stop using the API (including the API Materials) and destroy any copies thereof. Kaseya may independently communicate with End Users of the Connected Services or the Integration to provide notice of the termination, or for any other lawful purpose.
    3. Surviving Provisions.Upon termination of this License, those provisions that by their nature are intended to survive termination shall so survive including, but not limited to: Sections 4, and 6 through 9, and subsections 3(c) through 3(f).

    Section 8: Warranties, Liability and Indemnification

    1. Mutual Warranties.Each of us represents and warrants that we have validly entered into this License, and that by entering into this License each of us are not in violation of any agreement or obligation between ourselves and any third party.
    2. Your Warranties.You represent and warrant that:
      • (i) You have all necessary legal authority to perform your obligations and exercise your rights hereunder;
      • (ii) Your use of the API will not result in viruses, spyware, “Trojan horses” or other malware or harmful code, and will not cause injury or damage to Kaseya or any third party;
      • (iii) If you access Content or provide Submitted Content, you have secured all necessary third-party rights to do so including those of End-Users, and such processing complies with Applicable Law, and;
      • (iv) you will not create, resell use or engage in any other activities with respect to a Public Integration without having entered into the appropriate Integration Alliance Agreement with Kaseya.
    3. Kaseya Warranties.THE API IS PROVIDED “AS IS” AND NEITHER KASEYA NOR ITS SUPPLIERS, LICENSORS OR DISTRIBUTORS MAKE ANY PROMISES ABOUT THE API OR KASEYA PRODUCTS. FOR EXAMPLE, KASEYA DOES NOT MAKE ANY COMMITMENTS ABOUT THE CONTENT ACCESSED OR ACCESSIBLE THROUGH THE API, THE SPECIFIC FUNCTION OF THE API, THE RELIABILITY OR AVAILABILITY OF THE API, OR THE API’S ABILITY TO MEET YOUR NEEDS. KASEYA DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY EXPRESS OR IMPLIED WARRANTIES SUCH AS, FOR EXAMPLE, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. KASEYA DOES NOT WARRANT THAT THE API OR KASEYA PRODUCTS WILL BE ERROR-FREE OR USE OF THE API OR KASEYA PRODUCTS WILL BE UNINTERRUPTED OR COMPLETELY SECURE.

      4. KASEYA RESERVES THE RIGHT, AT ANY TIME, TO REPLACE, MODIFY OR DISCONTINUE THE API OR KASEYA PRODUCTS.

    4. Limitation of Liability. TO THE GREATEST EXTENT PERMITTED BY LAW:
        • KASEYA AND ITS SUPPLIERS AND LICENSORS WILL NOT BE RESPONSIBLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, REVENUES, OR DATA; AND
        • THE TOTAL LIABILITY OF KASEYA, AND ITS SUPPLIERS AND LICENSORS FOR ANY CLAIM UNDER THIS LICENSE OR ARISING FROM YOUR USE OF AN API IS LIMITED TO DIRECT DAMAGES PAYABLE TO YOU IN A TOTAL AMOUNT WHICH IS THE GREATER OF (a) ONE THOUSAND DOLLARS (US $1,000), OR (b) AMOUNTS YOU HAVE PAID TO KASEYA FOR USE OF THE API.

      THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF KASEYA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE TYPE OF CLAIM INCLUDING, WITHOUT LIMITATION, BREACHES OF CONTRACT, BREACHES OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY. The disclaimers, exclusions and limitations of liability set forth in this Section form an essential basis of this License, and absent these provisions, this License and the fees applicable to your use of the API would be substantially different.

    5. Indemnification. You will defend, indemnify and hold harmless Kaseya, and its subsidiaries, affiliates, directors, officers, employees, licensors, customers, and owners from and against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any claim brought by a third-party to the extent arising from:
      • Your use of the API;
      • Your breach of this License;
      • Your Integration or your Connected Services (and any failure to support them); or
      • Your use of or access to Content, or Submitted Content.

      Kaseya will use reasonable efforts to: (i) notify you promptly of any claim for which it seeks indemnification; (ii) cooperate and assist you in the defense of the claim, and; (iii) allow you to control the defense and any related settlement of the claim, provided that the settlement does not require Kaseya’s admission of guilt or other prejudice.

Section 9: General Provisions

  1. Notice.
    • Kaseya may send you notice electronically (such as to an email address we have on record or by posting a message or banner in a Product or API) or physically by mail or overnight courier, or by any other reasonable method.  Notice shall be deemed given when delivered, or when delivery is rejected by you.
    • You may send Kaseya notice (and such notice shall be deemed given when received) electronically by an email sent to [email protected] or by a written letter sent to our General Counsel at: Kaseya, 333 SE 2nd Avenue, Miami, Florida, 33131.
  2. Modifications to API or this License. Kaseya may modify or update this License at any time by posting a new version here, and you agree that such updated terms shall apply to you, and replace these terms, thirty (30) days after such posting.  If you do not agree with the modification, you must cease use of the API. Your continued use of the API constitutes your acceptance of the modified License.  Kaseya may also modify, update, discontinue or impose conditions on any API, or any feature or aspect of an API, in its sole discretion and with or without notice to you.
  3. Governing Law and Venue.The laws of the State of Delaware, USA, excluding Delaware’s conflict of laws rules, will apply to any disputes or claims arising out of or related to the API (“Disputes”). Disputes will be adjudicated in the state or federal courts located in Miami-Dade County, Florida. With respect to Disputes, you hereby waive any right to a trial by jury and to bring or join any class action or similar collective lawsuit.
  4. Injunctive Relief.Your breach of this License could cause irreparable harm for which there is no adequate remedy at law (such as, for example, claims for breach of confidentiality). Therefore, you agree that Kaseya may, in its discretion, seek injunctive relief to protect its rights without the need to post a bond or make a special showing. These rights are in addition to any other remedies provided by law.
  5. Force Majeure.Except for obligations to make payment when due, neither you nor Kaseya will be liable for any failure or delay in its performance under this Agreement due to a cause beyond the delayed party’s reasonable control, including: act of war, acts of God (like earthquake or flood), embargo, riot, sabotage, labor dispute, governmental act or failure of the Internet, provided that the delayed party: (i) gives the other party prompt notice of such event, and (ii) uses reasonable commercial efforts to promptly correct such failure or delay in performance.
  6. Export Regulations.You will not export, re-export, transfer or make available any Connected Service, Integration, Kaseya Product or Content, whether directly or indirectly, without first complying with all Applicable Laws regarding export control and securing all necessary licenses that may be required including, but not limited to, those related to US embargos or trade sanctions, and denied persons, entities and designated nationals.
  7. Severability; Waiver.If any provision of this License is held by a tribunal of proper jurisdiction to be contrary to the law or otherwise not enforceable, such provision shall be deemed stricken and the remaining provisions of this Agreement will remain in full force and effect. No provision of this Agreement may be waived except by a writing signed by the duly authorized representative of the Party to be charged with the waiver. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach, and will not act to amend or negate the rights of the waiving Party.
  8. Relationship of Parties.This Agreement does not establish a partnership, joint venture, employment, franchise or agency between you and Kaseya. Neither you nor Kaseya will have the power to bind the other or incur obligations on the other’s behalf without prior written consent, except as otherwise expressly provided herein.
  9. Assignment.You may not be transfer or assign this License to a third party without the prior written consent of Kaseya. Your transfer or assignment attempted in contravention of this section shall be void.  Kaseya may assign this License in its discretion, including to an affiliate or any entity that acquires all, or substantially all, of its assets or business related to the applicable API.
  10. Entire Agreement and English Language.This License (including any referenced agreements herein) constitute the entire agreement between you and Kaseya regarding the API and its use and supersedes all prior oral or written communications, representations, undertakings and agreements with respect thereto. The English language version of this License will be controlling in all respects, and any non-English version is provided by Kaseya solely as an accommodation.
  11. U.S. Government Rights.The API is provided as a “commercial item” as defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement. If you are using the API on behalf of the U.S. Government, no government requirements or regulations are binding upon Kaseya unless Kaseya has specifically agreed otherwise in a signed writing.