Kaseya Master Agreement

Updated as of October 7, 2025

This Master Agreement (the “Agreement”) is a binding contract between the entity making purchases under this Agreement (“you”) and the Kaseya Affiliate from which you purchase Kaseya products and services as specified on Exhibit A, based on the billing address that Kaseya has on file for you (“Kaseya,” “we” or “us”).

BY PURCHASING OR USING KASEYA PRODUCTS, OR BY CLICKING TO ACCEPT (OR SIGNING) THIS AGREEMENT (the “Effective Date”), YOU AGREE TO FOLLOW ITS TERMS AND THE TERMS OF THE OTHER DOCUMENTS REFERENCED HEREIN. IF YOU ACCEPT ON BEHALF OF A BUSINESS, YOU CONFIRM AND REPRESENT YOU HAVE THE AUTHORITY TO DO SO, AND “YOU” WILL ALSO REFER TO THAT LEGAL ENTITY. IF YOU DO NOT AGREE TO THE FOREGOING, THEN YOU MUST NOT PURCHASE, USE OR DISTRIBUTE KASEYA PRODUCTS.

1. ABOUT THIS AGREEMENT

Scope. This Agreement, the links, addendums, and other documents expressly referenced herein, applicable Product Terms of Use (described further below) and any executed Kaseya Order forms govern the relationship and interactions between you and Kaseya. You have no right to access or use any Kaseya portals or to purchase, use or resell Products other than under these terms.
1. Product Terms of Use. Use of our Products is subject to the applicable Product Terms of Use, which are hereby made a part of this Agreement. Certain Product Terms of Use are linked below.
Definitions. Capitalized words used in this Agreement are defined throughout the body of the Agreement and in the last section of the Agreement.
Order of Precedence. The Kaseya Order forms, Product Terms of Use and the body of this Agreement will, as much as possible, be read to be consistent with each other. In the event of irreconcilable conflict among Kaseya Order forms, Product Terms of Use and the body of this Agreement, the Kaseya Order forms will control over the Product Terms of Use and the body of this Agreement, and the Product Terms of Use will control over the body of this Agreement.

2. USE OF PRODUCTS, LICENSING AND RESTRICTIONS

1. Platforms and Portals. As a Kaseya customer, you are granted access to portals which may be used to purchase, manage, support, use, or market our Products (“Portals”). You must maintain the confidentiality and security of access credentials to these Portals, such as passwords. You are also responsible for understanding and implementing the proper roles and permission levels of the Portals. You must terminate the Portal access of individuals when appropriate (such as when an employee leaves your business). Administrative Data associated with your Portal accounts may be hosted in the United States regardless of where you, the Portal user, or Content associated with a Product may be hosted. You must secure the necessary consents related to the hosting location of your Portal accounts.
2. Licenses to Subscriptions. Subject to the terms of this Agreement and your timely payment of Fees, Kaseya grants you a non-sublicensable, non-exclusive, revocable, nontransferable right to use a Product as provided during the applicable Committed Service Term for the number of License Units you have purchased, as set forth on your Order(s). A License may not be transferred to or shared with other entities or End Users, or used simultaneously with others (unless the Product Terms of Use or Specifications expressly allow such simultaneous use). With respect to on-premise Licenses, you may only deploy or possess the number of copies of Products and Licenses as purchased. You are responsible for ensuring that all use of a Product by End Users is permitted by this Agreement and the Product Specifications.
3. Increases and Decreases in License Amounts During a Committed Service Term. Depending upon the Product type:
  - License quantities may be increased during a Committed Service Term, but not decreased; or
  - License quantities that are added directly through a Product’s user-interface or consumed automatically during any given billing period are treated as variable usage for that period and may be reduced in a subsequent period, but never below the Committed Minimum Quantity (CMQ).
  Please check the applicable Product Terms of Use to determine whether CMQ treatment applies to a Product, and the mechanism for managing changes in License quantities. If the Product Terms of Use do not state that CMQ treatment applies, then Licenses quantities may not decrease during a Committed Service Term.
4. Restrictions. You may not, and may not help or let anyone else:
  - use a Product other than as permitted under this Agreement, or otherwise in violation of any license agreement or other agreement or terms to which an End User, you or the Content related to the Product is subject;
  - use a Product to violate Applicable Law (for example, laws relating to spam, data privacy, exports, imports or intellectual property rights);
  - use a Product to send materials to Minors or harm Minors in any way;
  - remove or destroy any proprietary markings on or identifications of any Product or other Kaseya materials;
  - access or use a Product other than as permitted hereunder, including in any way that could damage, disable, overburden, or otherwise interfere with or disrupt such Product, any networks, platforms, Portals, security systems or other resources of Kaseya or a third parties, including using a Product (i) to transmit viruses or similar malicious software or (ii) in a way that results in excessive consumption of resources;
  - reverse engineer, decompile, disassemble, or otherwise attempt to extract or use in any other application any source code or portion of a Product or Kaseya Software;
  - copy, modify or create derivative works of a Product;
  - develop License keys or codes, or attempt to alter, defeat or circumvent access restrictions or other disabling mechanism which may reside in a Product, or otherwise seek to circumvent the intended use of a Product;
  - disclose or publicize the results of any benchmarking, pen-testing or competitive analysis of a Product;
  - register or remotely manage a Product through a management portal other than a Kaseya Portal; or
  - access or use a Product if you are a competitor of Kaseya unless specifically agreed to by Kaseya, but under no circumstances for the purpose of competing with Kaseya or otherwise to build a similar product or service.
  - access or use a Product for any unlawful, fraudulent, malicious or harmful purpose, including violations of the rights of others, or other bad acts.
5. Tracking Deployment and License Use. You agree not to exceed the number of License Units purchased or exceed any other contractual limitation (for example, storage entitlements, bandwidth limitations or endpoint attachments). If you do, Kaseya may unilaterally increase License quantities or other limitations to bring you back into compliance with your obligations, and you hereby agree to pay for such increases. You acknowledge that Products may be programmed to track the number of deployed License Units. You hereby consent to such tracking and shall not circumvent, impede, or obstruct such tracking or reporting. If a review of such tracking or reporting data reveals that the License Units used exceed the quantity of License Units paid for and additional amounts are owed, or Kaseya otherwise unilaterally increases your contractual limits in accordance with this provision, you must pay such amounts within five (5) business days of receipt of such invoice.
6. Certain Uses Not Supported. The following uses of Products are not authorized, will not be supported, and will void any warranties: (i) integrating or combining Products with software or hardware that is not recommended or approved by Kaseya; (ii) installing a different operating system on a hardware Product Device; (iii) using a backup Product in a prolonged virtualized production environment instead of as a backup application (except for a limited testing period or in the event of a documented business continuity event); (iv) use of Products in jurisdictions where they are not certified for use, or where use otherwise breaches Applicable Law; (v) use, access or support of a Product by those who are not knowledgeable and competent with respect to the Product; and (vi) using Products in a way that they were generally not intended to be used.
7. Kaseya APIs. The Kaseya API License, that is accessible by clicking here, governs all access to and use of any Kaseya API. By using a Kaseya API, you hereby agree to the Kaseya API License. You are solely responsible for any access you allow or facilitate through a Kaseya API, including through your Portal Accounts and API credentials.
8. Beta Products. We may designate Products or features as beta, pre-release, proof of concept or a like designation (each a “Beta Product”). A Beta Product’s operation may be unpredictable and lead to erroneous results. You are under no obligation to use a Beta Product. If you choose to use a Beta Product, you agree to use it internally (and not for resale). You understand that any Beta Product (i) is experimental and has not been fully tested; (ii) may experience errors; and (iii) is for evaluation and test purposes only. You understand that Kaseya may never launch the Beta Product as a generally available Product. You must promptly report to us any errors or deficiencies in the Beta Product. You acknowledge and agree that the Beta Products and all information relating to them (including their performance) are the Confidential Information of Kaseya, and you agree to hold such Confidential Information in strict confidence and not publish or otherwise disclose any information related to Beta Products without our prior written authorization. Notwithstanding anything herein to the contrary, all Beta Products are Provided AS IS and without warranty of any kind.
9. Trial Use. Products may be subject to an evaluation or trial period (a “Trial”). You may not resell or authorize any other party to use a Product during a Trial unless otherwise agreed to by Kaseya in writing. If the Trial is provided free of charge, then: (i) we reserve the right to terminate the Trial at any time in our sole discretion, and; (ii) notwithstanding anything herein to the contrary, the Product is provided AS IS and without warranty of any kind, and Kaseya disclaims liability for any damages arising from the Trial.
10. Initial Transition Periods. Certain Orders may provide for a transition period at the start of the initial Committed Service Term to account for various circumstances, such as implementation or onboarding (“Transition Period”). Unless otherwise set forth on the applicable Order: (i) Transition Periods are not Trials and do not allow for termination at the end; (ii) renewals of a Subscription that had a Transition Period will not include the Transition Period as part of the Committed Service Term; (iii) a Transition Period that is provided free of charge does not count toward the length of the initial Committed Service Term; and (iv) a Transition Period where all Licenses are provisioned at the start of the Subscription, but fees for the Licenses are charged according to a phased ramp, does not affect the Committed Service Term; the number of Licenses in the Subscription will include all Licenses provisioned after the ramp has completed.
11. Suspension. If we reasonably believe any Product use, configuration or Content: (i) violates this Agreement; (ii) may disrupt or threaten the operation or security of any Product, data, Content, equipment, network, or system of yours, Kaseya’s, or any third party; (iii) is unauthorized or in breach of Applicable Law; or (iv) may otherwise subject us or a third-party to liability or damage, we reserve the right to suspend Kaseya Services or disable access to the Product, Portal or Content. We may also take any action that we believe is required to comply with Applicable Law. We will use reasonable efforts to contact you prior to taking such action, but may take action without notice in an emergency or as necessary to comply with Applicable Law. If the basis for the suspension is not or cannot be resolved within a reasonable period of time, we have the right to fully terminate the relevant Subscription upon notice to you. We will not be liable to you or any third party for any suspension under this section.

3. YOUR SPECIFIC OBLIGATIONS.

Responsibilities to End Users. If you are using a Product to provide Managed Services to End User(s), you represent and warrant that you are acting on behalf of the End User and within the scope of authority granted to you by that End User. You agree to comply with the End User’s instructions regarding use of the Product and access to Content, including: (i) configuration of the Product; (ii) management, retention and deletion of Content; (iii) to the extent permitted by Kaseya, the transfer of Subscriptions and associated Content to a different Managed Services provider upon the End User’s request, and; (iv) transition assistance and cooperation upon termination or expiration of the relationship among you, the End User or Kaseya. Kaseya may rely on the authorization of your personnel with respect to access and control of any Product, Account or Content.
Business Associate Agreements for Personal Health Information. If you or your End User is a Covered Entity or Business Associate as defined under the United States Health Insurance Portability and Accountability Act (HIPAA), and if you intend to transfer personal health information to Kaseya (including by submission of Content for processing by a Product), you agree to enter into Kaseya’s standard Business Associate Agreement with respect to such Content.
Contact Information and Registration of Products. During the Term of this Agreement, you must maintain current and accurate contact information for all of your accounts, or your End Users’ accounts, to facilitate communications and notices to you. You must register and set up each Product Account and Subscription in accordance with the Product Specifications. You agree that Kaseya may send you product-related communications addressed to the contacts which you have provided. If a Product is not properly registered, we have no obligation to allow access to the Product, or to provide any related Kaseya Service.
Compromise of the Products. If you become aware of any use, copying, unauthorized access to or disclosure of Products, Portals, Accounts or Content that is unauthorized or that violates Applicable Law, you agree to promptly notify us and take such actions as are necessary to end and prevent such activities. Kaseya will not be liable for unauthorized access to, or use of, your Portal Accounts. You agree to cooperate with Kaseya by providing any information that is reasonably requested to investigate and resolve unauthorized access to Products, Portals, Accounts, Content or other credentials.

4. ORDERS, PRICING, PAYMENT & SHIPPING

If you do not purchase Products directly from Kaseya, this Section 4 does not apply to you. If you order or purchase a Product from a third party (including Kaseya-authorized MSPs, resellers or distributors), you must look to the purchasing terms and conditions between you and that third party.

Ordering Products. When you place an Order for a Product, the terms of this Agreement will govern the Order. Terms on non-Kaseya documentation (such as terms on your form of purchase order) will not govern the Order and are hereby null and void. When placing an Order for Product, you are making a representation to Kaseya that you are financially able to pay for such Product through the applicable Committed Service Term.
Order Acceptance. If we confirm receipt of your Order, such confirmation does not signify our acceptance of your Order. After receipt of your Order, we may accept or decline your Order, or elect to supply less than the quantity of Product you ordered. After receipt or acceptance of your Order we may require additional verifications or information about you, and if we reasonably question your ability to make payments when due or your right to purchase Products under Applicable Law, we may, at that time, reject the Order. In the absence of written acceptance of your Order, it will be deemed accepted by us upon our delivery or activation of the Ordered Products. An Order may specify a delivery date, but any such delivery date is an estimate only, and we will not be liable if we fail to meet such date. All sales of Products are subject to our then-current, written return policies. Any errors, such as those regarding pricing, Product availability or feature availability, will be corrected promptly following discovery. We reserve the right to revoke any quote or cancel any Order after our discovery of such errors. Our sole obligation if we cancel an Order under this section will be to refund any amount already paid.
Order Terms for Subscriptions. The Committed Service Term, License quantity and start date (“Activation Date”) of a Subscription is set forth on the applicable Order. If the Activation Date is not listed on the Order, the Activation Date will be the date upon which we provide you access to the Product. You agree to pay Subscription fees for the entire Committed Service Term. If you terminate a Subscription during a Committed Service Term for any reason other than our material breach which has not been timely cured in accordance with Section 5(c), a lump sum payment equal to one hundred percent (100%) of the remaining Fees through the end of the Committed Service Term will be due immediately.
Subscription Renewals. Subscriptions will automatically renew for additional Committed Service Terms of equal in length and in License quantities equal to the last quantity of the expiring Committed Service Term unless the Subscription has been (i) timely opted out of automatic renewal or (ii) timely cancelled. Kaseya may require that you opt-out of automatic renewals or cancel Subscriptions in any reasonable manner, such as by designation in a specific Portal, emailing a specific address or filling out specific forms. If you opt-out of automatic renewal but wish to renew a Subscription, the renewal will be handled through the renewal quote process. Timely opt-outs or cancellations are as follows:
- For Subscriptions with a Committed Service Term: notice of cancellation or opt-out of automatic renewal must be given at least thirty (30) days prior to the end of the relevant Committed Service Term.
- For month-to-month Subscriptions – they always automatically renew, however, for cancellations:
  - If notice is provided during the first fifteen (15) days of the calendar month, cancellation will be effective at the end of that same calendar month, and
  - If notice is provided after the 15^th of the month, cancellation will be effective on the last day of the following calendar month.
Pricing. Pricing for Product is set forth on the relevant Order or, if not listed on the Order, as listed in your Portal Account. Pricing upon renewal of a Subscription is as follows:
- For automatic renewals, pricing will be the same as that during the immediately preceding Committed Service Term plus an increase not to exceed five percent (5%) plus any increase in the Consumer Price Index published by the U.S. Bureau of Labor Statistics during the immediately prior year (the “Price Lock Guarantee”).
- For renewals that are not automatic (i.e., are handled through the renewal quote process), the parties will mutually agree upon the pricing, and the Price Lock Guarantee will not necessarily apply.
- For month-to-month Subscriptions, Kaseya may increase pricing at any time in its discretion on thirty (30) days’ written notice and the Price Lock Guarantee will not necessarily apply
Notwithstanding the foregoing, in all cases of renewal, Kaseya reserves the right to adjust prices to compensate for exchange rate variations, increases in tariffs, or other governmental actions or charges that result in a similar cost effect upon Kaseya.
Special Pricing Eligibility. If you purchase Products under special pricing that Kaseya makes available to only certain types of organizations, upon making such purchase you represent that you qualify as that type of organization. Kaseya has the right to verify your eligibility, and you must reasonably cooperate with such efforts. Should you fail to promptly cooperate, or if Kaseya determines (in good faith) that you do not qualify for the pricing, you agree that Kaseya has the right to: (i) charge you for Product at the non-discounted pricing going forward; or (ii) require that you promptly repay the difference between the discounted and non-discounted pricing for past Product purchases and use. Your failure to comply with such payment obligations shall be a material breach of this Agreement.
Payment Terms. You agree to pay all Fees applicable to the Products Ordered by you. Fees will be calculated based on records maintained by us. All Fees are payable in the currency specified in the Order and are due upon receipt of invoice. Payments must be made without setoff, deduction or withholding, and are non-refundable unless we confirm that a billing error was made or as otherwise specifically set forth herein. You must notify us of any payment dispute in writing within thirty (30) days of receipt of a disputed invoice, and if you fail to do so, you waive any claim with respect to such invoice. Prices do not include taxes, duties, and ancillary expenses (such as shipping fees) unless otherwise agreed to in writing by Kaseya. Kaseya may invoice from and require payment to any of its Affiliates, in Kaseya’s discretion and as directed by Kaseya. Invoices may be in electronic or paper form. If you are more than thirty (30) days overdue on payments, Kaseya has the right to: (i) require that you pay using a different Payment Method; (ii) require payment upfront; or (iii) charge interest/late fees at the rate of two percent (2%) per month, or the highest rate permitted by law, whichever is lower. If we are unable to collect any amount owed, we may take any other steps deemed necessary to collect Fees, and you will be responsible for all incurred costs such as collection expenses, court costs and attorneys’ fees. If you fail to make payment following notice of non-payment, we may suspend or terminate your access to any and all Kaseya Products, as well as your right to future purchases of Products. We will not be liable to you, your End Users or any third party for such suspension or termination.
Payment Methods and Billing Information. Forms of payment accepted may depend on your location or credit history, and likely include credit card, ACH/wire and direct debit (each a “Payment Method”). By providing us with a Payment Method, you authorize us to automatically charge that Payment Method for all applicable Fees through the Committed Service Term and upon renewal. We reserve the right to change the Payment Methods that we have approved for you at any time and will send you notice of such changes. You must provide us with complete and accurate billing and contact information including your complete legal name, street address, email address and the name and telephone number of an authorized billing contact. You agree to update this information within three (3) days of any change.
Shipment of Hardware; Title; Risk of Loss. For all hardware shipments, we will designate the carrier and ship pursuant to our standard practices unless otherwise agreed to by us in writing. Within five (5) days of delivery of Product, you must provide us with any notice of non-conformity. All hardware Products will be shipped by us freight prepaid and billed to you. Title and risk of loss will pass to you upon the hardware shipment leaving our dock.
Taxes, Duties and other Charges. You are responsible for any taxes, import duties, clearance charges, withholdings, tariffs and other charges which are levied when a Product arrives at the ship-to location. You agree to indemnify and hold us harmless if we must pay charges for which you are responsible. You are considered the importer of record and must comply with all laws and regulations of the applicable jurisdiction(s). Notwithstanding the foregoing, we are responsible for taxes based on our net income and taxes from which you are exempt by law but only where you have provided to us a valid tax exemption certificate. You agree to indemnify and hold us harmless if we are required to pay such taxes, duties or other charges for which you are responsible.

5. TERM AND TERMINATION

Term. This Agreement will commence on the Effective Date and will continue until terminated in accordance with the terms herein (the “Term”).
Termination for Convenience. Either party may terminate this Agreement at any time, without cause, upon thirty (30) calendar days written notice. Termination of this Agreement for convenience will not terminate any Subscriptions that are under Committed Service Terms; such Subscriptions will survive for the duration of such Committed Service Terms (and the Agreement will continue to govern such Subscriptions (“Trailing Subscriptions”), until those Subscriptions expire or are otherwise terminated hereunder. You are required to continue to make payments for a Trailing Subscription until its expiration (or other termination, if applicable) even if this Agreement is terminated for convenience under this Section 5(b).
Termination for Cause. Either party may terminate this Agreement upon written notice to the other party if such other party materially breaches this Agreement and fails to cure the breach(es) within thirty (30) days after receiving notice of the breach(es). Without limiting this general right, Kaseya also may terminate this Agreement or any Subscription in its sole discretion, for: (i) non-payment that is not cured within ten (10) days after notice; (ii) Section 15 (Compliance with Laws), or (iii) if you engage in abusive or threatening conduct or communications toward us or about us, in each case of the foregoing without an opportunity to cure.
Effect of Termination. Upon termination (i) any amounts you owe to us will be immediately due and payable; and (ii) all rights and licenses granted hereunder (including those to Portal and Product access) will terminate, and you must cease the use, marketing, resale and distribution of the Products except to the extent required for you to manage Trailing Subscriptions. If we terminate a Subscription during a Committed Service Term for cause, you will pay us a lump sum payment equal to one hundred percent (100%) of the remaining Fees through the end of the Committed Service Term, due within five (5) days of termination.
Termination and Cases of MSP Non-Responsiveness. Termination of this Agreement or a Subscription does not affect our rights with respect to an End Users’ use of Products that were purchased from you. Kaseya may assume your rights with respect to a Product if: (i) you use Product to provide Managed Services to an End User; (ii) Kaseya holds the End User’s Content in our cloud; (iii) the End User contacts Kaseya requesting that the administration of the Product be moved to another managed service provider or directly to the End User; and (iv) you are unresponsive to Kaseya and the End User, or Kaseya otherwise believes in good faith that legal action or damage against Kaseya could arise due to your actions.
Deletion of Data. Upon termination of Subscriptions, we may permanently delete all related Content or disable access to such Content, and we will not be liable for doing so.
Survival. Notwithstanding anything to the contrary, the following provisions will survive termination of this Agreement: (i) those that by their express terms survive; (ii) those that by their nature may be reasonably inferred to survive; (iii) and specifically Sections 5, 7, 8, 11, 12, 16 through 18 and subsections 9(a) and 14(a).

6. MANAGED SERVICES; END-USERS; MARKETING AND TRADEMARKS.

Authorization to Promote and Resell. You are authorized to market, promote and resell Products as part of your Managed Services offerings to your End Users in the Territory, and not through additional sales channels unless otherwise agreed to by Kaseya in writing. Any and all other forms of distribution or resale require Kaseya’s written approval, often in the form of a distribution or reseller agreement. You are authorized to distribute Specifications and Marketing Materials, as necessary to promote, advertise, demonstrate and market the Products, and to list Kaseya in your marketing materials and on websites that showcase your suppliers. These rights are non-exclusive and we expressly reserve the right to authorize others (as well as Kaseya itself) to use, market and resell the Products in the Territory. You may not rent, timeshare, loan, engage in service bureau activity or permit any unauthorized third party to use or copy any Product.
End User Terms. If you resell a Product to an End User that will directly use or support Products, you must ensure the End User affirmatively agrees to binding terms between you and the End User that are substantively the same as those in Kaseya’s End User Terms, which can be accessed by clicking here . Upon our request, you must provide evidence of the End User’s acceptance of terms that are at least as protective of Kaseya as the Kaseya End User Terms. Kaseya has the right to terminate Product access to any End User who has not agreed to such terms.
Pricing and Collections for Resold Product. You have sole discretion to establish prices at which you resell and distribute the Products. You are responsible for billing and collecting from your End Users. All amounts payable under this Agreement are solely your obligation and are not contingent upon your receipt of any amounts from your End Users.
Proper Conduct. In relation to Kaseya and the Products, you agree (i) to conduct your business in a professional manner that reflects favorably on Kaseya and the Products; (ii) not to make any representations, warranties, or claims about Kaseya or the Products that are different from those that we make in our Specifications or as pre-approved by us in writing; (iii) not to use deceptive, misleading, illegal, or unethical practices in your business or in marketing and reselling the Products; and (iv) to keep us informed of any problems encountered with the Products.
License to Marks. We grant you a non-exclusive, non-transferable, royalty-free, revocable, non-sublicensable license during the Term to use, reproduce, and display the Kaseya Marks: (i) solely for the purposes of marketing and reselling the Products (ii) in the Territory and (iii) subject to the Kaseya Trademark Guidelines found by clicking here and any other directives that we may issue. The goodwill derived from your use of Kaseya Marks is for our exclusive benefit and belongs to us. You may not represent yourself as Kaseya or any Affiliate or Representative thereof and may not use the Kaseya Marks, or any other mark that is confusingly similar to a Kaseya Mark, in a way that would imply our affiliation with, endorsement of, or sponsorship of you or to otherwise suggest that you are more than an independent authorized user and reseller of the Products.
General Trademark Obligations and Restrictions. You must not (i) challenge the validity of our rights and title to the Kaseya Marks; (ii) claim any right, title, or interest in or to Kaseya Marks; (iii) register or apply for registration of a trademark or domain name using Kaseya’s Marks or any confusingly similar mark; or (iv) use Kaseya Marks anywhere in the world except as specifically permitted by us under this Agreement.

7. CONFIDENTIALITY

Application of this Section. This section applies to the Confidential Information of one party (the “Discloser”) made known to the other party (the “Recipient”) through activities under this Agreement.
Obligations. The Recipient will (i) hold in confidence and protect the Confidential Information of the Discloser; (ii) disseminate the Confidential Information of the Discloser only as described below; (iii) use the same care to protect the Confidential Information of the Discloser as it employs with respect to its own similar information, but in no event less than reasonable care; and (iv) use the Confidential Information of the Discloser solely to perform its obligations or exercise its rights under this Agreement.
Disclosure of Confidential Information. Recipient may disclose Confidential Information of the Discloser to Recipient’s employees, officers, directors, agents, subcontractors and independent contractors (collectively “Representatives”) who have: (i) a need to know such Confidential Information to perform their duties; and (ii) are legally bound to protect the Confidential Information. Recipient is fully responsible for the acts and omissions of its Representatives with respect to Discloser’s Confidential Information.
Disclosures Required by Law. Notwithstanding the foregoing, Recipient may disclose Discloser’s Confidential Information if a court or government order requires it, or as is otherwise necessary to comply with Applicable Law, provided that the Recipient may disclose only the extent of Confidential Information strictly required for such compliance. If legally allowed, Recipient will give written notice to Discloser prior to disclosure under this subsection to allow Discloser to seek, at its sole cost and expense, a protective order or other remedy to limit disclosure.
Product Information as Confidential. Information about the Products (for example, their structure, source code, or performance) is commercially valuable information, the development of which required substantial investment. The Products also contain trade secrets. Accordingly, you hereby agree to use the highest degree of care to maintain Confidential Information related to the Products.
Injunctive Relief. Each party acknowledges that Recipient’s breach of this section may cause immediate and irreparable injury to Discloser, and therefore, in addition to all other remedies available, Discloser will be entitled to seek and obtain injunctive relief without the need to post a bond or other security.
Return of Confidential Information. Unless expressly authorized to retain Discloser’s Confidential Information, Recipient will promptly return or use commercially reasonable efforts to destroy Discloser’s Confidential Information upon request and upon termination of this Agreement, provided that Recipient may (a) retain one copy of the Confidential Information for archival purposes and (b) retain copies stored in automated computer backup systems. Any information retained pursuant to clause (a) or (b) above will remain subject to the terms of this Agreement. This subsection does not apply to Content, the return or destruction of which is reliant on Product features, and is described in Section 8, the applicable Product Terms of Use and/or the Specifications.

8. TREATMENT OF INFORMATION AND DATA

Customer Content. You hereby represent and warrant that you or the End User (as applicable) have sufficient rights and permissions in and to the Content as necessary to use the Content with the Product. You grant Kaseya (on your own behalf and the End User’s) a limited, worldwide, royalty-free, non-exclusive, assignable license to copy, host, record, access, reformat, disclose, transmit, display and otherwise process the Content for the purpose of providing the Products and as otherwise necessary for Kaseya to fulfill its obligations and exercise its rights under this Agreement. You or the End User (as applicable) are responsible for the accuracy, quality, completeness and legality of the Content and the means by which rights to the Content were acquired. Kaseya is not responsible or liable for the unauthorized access to, alteration of, deletion, destruction, or corruption of Content. You bear sole responsibility for those aspects of adequately protecting, storing and backing up Content that are under your control.
Rights in the Content. Except for the limited licenses granted hereunder, you or the End User (as applicable) retain all existing rights in and to Content. If you authorize an End User to directly use or support a Product, as between you and Kaseya, you are responsible for all such access and use by the End User.
Personal Information and Privacy. Products may be configured to designate the geographic region where Content associated with a Product is stored. To the extent Content includes personal data, Kaseya will process such personal data in accordance with the Kaseya Data Processing Addendum (“DPA”), which is incorporated into this Agreement by reference. More information about how Kaseya processes personal data can be found in the Kaseya Privacy Statement. Any ambiguity, conflict, or inconsistency between this Agreement, the DPA, and the Kaseya Privacy Statement will be resolved according to the following order of precedence: (1) the DPA, (2) the Kaseya Privacy Statement, (3) this Agreement.
Security. We use physical, technical and administrative safeguards designed to help secure the Products and Content under our control against accidental or unauthorized loss, access or disclosure. However, no system of data processing can be made entirely impenetrable, and despite the measures employed, the Products and Content are not guaranteed against all security threats or other vulnerabilities; you acknowledge that you use the Products at your own risk. Notwithstanding anything to the contrary in this Agreement, Kaseya’s security measures extend only to those systems, networks, devices, facilities and information technology components over which Kaseya has sole control. You are responsible (and we will not be liable) for the proper configuration and maintenance of physical, administrative and technical safeguards related to the Products, Accounts and Content that you can control, including, for example, access credentials, network connectivity and internet connectivity. You agree to (i) change your relevant passwords and other access credentials immediately upon becoming aware of unauthorized access to, or use of, your Products or Portal Accounts; and (ii) promptly apply any updates or other Modifications that Kaseya determines are necessary or appropriate to maintain the security, confidentiality, integrity, availability or performance of the Product or Portals. Kaseya will not be liable or responsible for any unauthorized access, alteration, theft or destruction of Content unless caused solely by Kaseya’s gross negligence or intentional misconduct, and in such cases, your exclusive remedy is for Kaseya to use commercially reasonable efforts to restore such Content.
Feedback. If you provide us any Feedback, you hereby grant us a worldwide, irrevocable, transferable, perpetual, royalty-free right and license to use all such Feedback to improve the Products, develop new Products and for any other business purpose. The provision of Feedback is strictly voluntary, and we are not required to hold it in confidence.
Aggregate Data. Notwithstanding any other provision in this Agreement or elsewhere, and provided we comply with Applicable Law, we may evaluate and process use of Products, Portals and Content in an aggregated and anonymous manner, meaning in a way where no individual is identified or identifiable (referred to as “Aggregate Data”). We may use and share such Aggregate Data freely, including to improve the Products, develop new products, understand Product trends, and generally for any business purpose. We retain all Intellectual Property Rights in Aggregate Data.
Administrative Data. Administrative Data includes operational data and telemetry related to access and use of the Products and Portals, such as IP addresses, authentication tokens, machine identifications, access logs, device settings and configurations. You agree that we may process and use Administrative Data to operate and improve our business, the Products and Portals, including to invoice you, measure customer experience, monitor security, conduct investigations, and develop new products.

9. KASEYA’S RESERVATION OF RIGHTS

Intellectual Property Rights. All Intellectual Property Rights in and to our Products, Portals, Kaseya Marks, Marketing Materials, Specifications and any other materials we provide are and will remain the sole and exclusive property of Kaseya, or as applicable, of our suppliers or licensors. Kaseya Software is licensed, not sold. You may not remove or modify any identification or proprietary notice, including any copyright and trademark notices, on any Products or other materials provided or made available to you by Kaseya.
Right to Change and Discontinue Products. We may unilaterally make changes to our Products, Product Terms of Use and Specifications at any time (“Modifications”). We reserve the right to add, replace or discontinue Products or Modifications at any time, including during a Committed Service Term. You agree to such Modifications, and shall be bound by the modified Product Terms of Use. We will use commercially reasonable efforts to provide you with thirty (30) days’ advance notice of any such discontinuance or Modification that materially decreases a Product’s overall features or functionality.
Right to Interact with Products. You agree that we may, and you hereby authorize us at any time and from time to time to, interact remotely with any deployed Product in order to test, troubleshoot, support or update such Product, or to analyze use of or modify the Product.

10. Training and Technical Support.

Training. You agree to participate in any training programs that we may require from time to time. Unless otherwise agreed to by you, such required training will be free of charge. Our training provides instruction on the general use and functionality of the Products, but is not the same as, and you should not rely on it, as advice in specific technical support situations. We will not be liable for any statements or omissions made during training or contained in training materials.
Technical Support. Kaseya is responsible for providing technical support only to those entities that purchase directly from Kaseya, and only if a Subscription is in effect and the applicable Fees have been paid. Those who request support must possess a reasonable level of Product technical competency. You agree to cooperate in good faith to implement our support suggestions and assist in maintenance and troubleshooting issues. We may rely on the instructions and authorizations given to us by any of your personnel with access to a Product, and we will have no obligation to inform any other of your personnel of the same. If you resell Products, Kaseya has no obligation to provide support directly to your customers. More details regarding Kaseya’s standard technical support offerings, as well as its Premium Support Program, can be found here.

11. WARRANTIES AND LIMITATIONS ON LIABILITY

1. Mutual Warranties. Each party represents and warrants that (i) it is duly organized, validly existing and in good standing under the laws of its place of incorporation; (ii) it has the authority to enter into this Agreement and to perform its obligations and grant the rights and licenses provided herein; and (iii) by entering into this Agreement it is not in violation of any previous agreement or obligation between it and any third party.
2. Limited Kaseya Warranties. Warranty terms for hardware Products are found in the applicable Product Terms of Use. For non-hardware Products, Kaseya warrants that for a period of thirty (30) days from first use, the Product will operate substantially pursuant to its Specifications. Warranty claims must be reported to Kaseya within the applicable warranty period, and defects must be capable of being observed or reproduced by Kaseya. Kaseya’s obligations and your sole remedy with respect to a valid warranty claim are limited to one of the following, as determined by Kaseya: (i) repairing the defective Product; (ii) replacing the Product with a product or service that is reasonably equivalent in performance; or (iii) terminating the Product Subscription and issuing a credit for prepaid amounts or, in the case of hardware, issuing a credit for the hardware upon its return to Kaseya.
3. Limit on Warranties. To the maximum extent permitted by Applicable Law, except as stated herein or in the applicable Product Terms of Use, we disclaim all other promises, representations and warranties, either express or implied, including warranties of merchantability, fitness for a particular purpose, system integration, data accuracy, data security, data loss, corruption of data, non-infringement, or any warranties arising out of a course of dealing, course of performance or usage of trade. We do not warrant that the operation of any Product will be secure, uninterrupted, error-free, free of harmful components or that all errors will be corrected. The Products are tools for assisting and protecting businesses, and are not a substitute for appropriate insurance, such as cyber liability or professional liability insurance. The Products are not designed or intended for use in life dependent or hazardous environments requiring fail-safe performance including, and not limited to, life safety systems, where the failure of the Product could lead to death, personal injury, physical damage or environmental damage. Except for representations specifically made by us in writing, we make no representations or warranties about any Product’s compliance with laws and regulations that apply to a specific type of end user or industry and disclaim all liability associated therewith. The Products may be subject to limitations, delays, risks, and other problems inherent in the use of the internet and electronic communications. We are not responsible for any delays, delivery failures, or other damage resulting from such problems. To the maximum extent permitted by law, no supplier of any Third-Party Technology included in the Products will be liable for any damages whatsoever. We make no promise or guarantee that you will obtain or receive any minimum revenue or profit as a result of this Agreement or using or selling the Products.
4. No Professional Advice or Revenue Guarantee. Certain of our Products may provide a platform or framework through which you can calculate taxes, track compliance to regulations, perform accounting obligations, or other such services. You understand that the Products are not intended to provide professional advice, and are not a substitute for legal, accounting, financial, compliance, or other types of advisors or experts. Results, reports, sample agreements, templates and other information generated by or provided by Kaseya or through our Products are opinions and must be reviewed by you in consultation with your professional advisors.
5. Limitations and Exclusions of Liability.
  - To the fullest extent allowed by law: (i) in no event will we or our licensors or suppliers be liable to you or to any third parties for any incidental, indirect, special, consequential or punitive damages or costs; (ii) we shall not be liable for any loss unless we receive written notice within sixty (60) days of the occurrence that has led to the loss; and (iii) you hereby waive any right of subrogation against Kaseya, its officers, directors employees and agents which your insurance carrier may acquire by virtue of the payment of any loss under such insurance. The limitations and waivers of this section shall apply regardless of the nature of the claim (including lost profits, lost revenues, costs of delay, failure of delivery, business interruption, value of lost or damaged data or the cost of recreating the same) or theory of liability (including warranty, contract, statute, tort, negligence or otherwise), whether or not the loss was foreseeable and even if we have been advised of the possibility of such damages, and even if a remedy set forth herein is found to have failed of its essential purpose. Under no circumstances will we be liable for the procurement of any services or products to substitute for Products or any portion thereof.
  - To the fullest extent allowed by law, our total liability (and that of our suppliers and licensors) arising out of or related to this Agreement or our relationship, under any theory of liability, will be limited to direct damages only in an amount equal to the Fees actually received by us for the specific Product unit(s) or Subscription(s) of the End User accounts in the six (6) calendar months prior to the incident giving rise to such liability. These limitations of liability are intended to apply without regard to whether other provisions of this agreement have been breached or have proven ineffective.
  - The limitations described above and elsewhere in this Agreement apply in all aspects of the relationship between you and Kaseya, and you agree such limitations are made a part of all documents and agreements referenced herein.
6. Unauthorized Statements and Future Functionality. You acknowledge and agree that you have no right to rely on any representations, warranties or covenants, express or implied, other than those expressly set forth in this Agreement, including any made by email or during telephone calls. You hereby disclaim such reliance. Your obligations with respect to a Product Order is not contingent upon the delivery of any future functionality or features that may have been mentioned by us, either orally or in writing. Only features and functionality that are specified in a Product’s current, authorized Specifications issued by us will be binding upon us. Further, we are not bound by statements made by our channel partners or other third-parties.
7. Essential Basis. The disclaimers, exclusions and limitations of liability set forth herein form an essential basis of this Agreement and have been relied on by both of us; absent such provisions, the parties both agree that the terms of this Agreement and the Fees applicable to the Products would have been substantially different.

12. INDEMNIFICATION

Indemnification by Kaseya. We agree to defend you from (or at our option settle) any third-party claims that a Product in the form supplied to you under this Agreement infringes or misappropriates a third party’s Intellectual Property Rights in the United States (“IP Claim”), and we will indemnify and hold you harmless from all final, unappealable amounts ordered by a court or agreed upon by Kaseya in settlement in connection with any such claim. However, our indemnification obligations will not apply to (i) IP Claims to the extent based on your combination of the Product with other products, services, software, Content or marks if the IP Claim could have been avoided absent such combination; (ii) any modifications to the Product not made by us; (iii) any damages incurred as a result of your failure to use any update to the Product we provide; (iv) use of a Product in a way that does not conform to its Specifications or otherwise violates this Agreement; or (v) a Product-related claim stemming from your specific directions (these exceptions (i) through (v) collectively will be referred to as “IP Claim Exclusions”). If we determine that a Product is or may be subject to an IP Claim, we may, at our option: (1) procure for you the right to continue using or distributing the Product or (2) replace or modify the Product so it becomes non-infringing. If we determine that neither of these options is commercially practicable, we may terminate Subscriptions for the affected Product and your ability to further use or distribute such Product upon written notice to you and refund to you any prepaid amounts for such Subscriptions on a pro-rata basis. This section represents your sole and exclusive remedy and Kaseya’s sole and exclusive liability for IP Claims.
Your Indemnification of Kaseya. You agree to defend us, our licensors and Affiliates, and the officers, directors, employees and representatives of each of them (each a “Kaseya Indemnified Party”), from and against all damages and costs incurred as a result of a third-party claim, and you will indemnify and hold all Kaseya Indemnified Parties harmless from all damages, costs, and similar liabilities in connection with any such claim, to the extent the claim arises out of (i) your breach of this Agreement; (ii) your negligence or other acts or omissions; (iii) any of the IP Claim Exclusions; (iv) your failure to secure Content, any personally identifiable information or Confidential Information in a reasonable manner; (v) your breach of Applicable Law; (vi) except for claims of infringement or misappropriation for which we are responsible under Subsection (a) above, a claim brought by any of your End Users (both organizations or individuals); and (vii) any claim that a Kaseya Indemnified Party is responsible for the acts or omissions of you or your End Users by virtue of any licenses granted under this Agreement or use of any Product.
Process. The foregoing indemnification obligations are conditioned on the indemnified party: (i) notifying the indemnifying party promptly in writing of such action; (ii) reasonably cooperating and assisting in such defense; and (iii) giving sole control of the defense and any related settlement negotiations to the indemnifying party. However, the indemnifying party may not settle a claim without the indemnified party’s consent if the proposed settlement would require an admission of guilt or other prejudice.

13. THIRD-PARTY TECHNOLOGY.

Third-Party Products and Components. Certain Products or Portals may involve the use of third-party technology, or may provide for links and integrations with third-party products or services (collectively, “Third-Party Technology”). In addition, Kaseya may resell or distribute Third-Party Technology. Information about Third-Party Technology sometimes can be found in a “Read Me,” “About” or similar file in the Kaseya Software or Specifications. Third-Party Technology is not provided by Kaseya, and may be subject to a separate agreement between you and the third-party provider. We do not endorse Third-Party Technology, and unless we specifically state otherwise in writing, we do not provide support for Third-Party Technology. You enable links or integrations with Third-Party Technology at your own risk. We make no representation or warranty with respect to Third-Party Technology and we expressly disclaim all liability with respect to Third-Party Technology and any damages or claims arising from the use of Third-Party Technology.
Payment Processors. Certain Products have payment processing features through which customers can access credit card or banking services, for example, to receive payments from End Users and make payments (“Payment Processing”). Payment Processing services are a form of Third-Party Technology. We reserve the right to change the Payment Processors available through Products in our discretion and at any time, even mid-Committed Service Term. If you use Payment Processing services, you will be required to accept the terms and conditions of the Payment Processors that you do business with, and it is your responsibility to evaluate if they are right for you. Payment Processors typically impose charges and such charges are in addition to charges that Kaseya imposes for its Products. Kaseya reserves the right to pass on all charges imposed by the Payment Processors with respect to your use of the Payment Processor’s services, such as processing charge increases that are introduced by the Payment Processor mid-Committed Service Term. The Payment Processors are independent from Kaseya, and Kaseya has no responsibility or control over the Payment Processors.
Open Source Software. If a Product contains open source software, those pieces of open source code are licensed under the applicable open source license terms. Such open source license terms can be found in either the open source licenses.txt file accompanying the Kaseya Software or the Product Specifications. Open source license terms may contain additional rights benefiting you, and will take precedence over any other agreement between you and Kaseya with respect to the applicable open source software. If the license for open source software requires Kaseya to make the open source software available to you without charge, you may obtain a copy of the relevant software by sending a request to Kaseya’s legal department at [email protected], or to Kaseya’s offices at 701 Brickell Avenue, Miami, FL, 33131.

14. AUDIT/EXPENSES

Audit. You will retain all records and documentation evidencing your compliance with this Agreement throughout the Term and for three (3) years thereafter. At all reasonable times during the Term and such subsequent three (3) year period, we or our duly authorized representative will be permitted access to such records and documentation to audit and verify compliance with this Agreement upon five (5) business days written notice, during your regular business hours. Kaseya will pay for the audit unless the audit reveals that you owe Kaseya amounts that are in excess of five percent (5%) of the total Fees paid during the audited time period, in which case the reasonable cost of the audit must be paid by you.
Costs and Expenses. Except as expressly stated, each of us will bear all costs and expenses incurred in performing our respective obligations under this Agreement, including the marketing of the Products. You are not entitled to receive any fees, commissions, or other payments for the performance of your obligations.

15. COMPLIANCE WITH LAWS

All Applicable Laws. You represent and warrant that you will comply, and will cause your Representatives to comply, with all Applicable Laws related to your activities under this Agreement. You will not cause us or our Affiliates to be in violation of any Applicable Law or regulation. You will respond to our reasonable requests for information in our effort to ensure compliance with Applicable Law and regulations.
Compliance, Required Permits and Authorizations. You will, at your own expense, obtain and maintain through the Term of the Agreement all licenses, permits, certifications, approvals and other authorizations required by your activities under this Agreement throughout the Territory and will pay (and reimburse us if we are required to pay) all related governmental charges and expenses.
Export Compliance. You represent and warrant that you: (i) will comply with all import laws, export laws, restrictions, product certification requirements, national security controls, and regulations of the United States, the European Union and any other jurisdiction applicable to your activities related to Kaseya and the Products; and (ii) will not import, export or re-export the Products or Content (or allow a third party to do so) in violation of any Applicable Laws. Such laws include the United States Export Administration Regulations, the laws and regulations of the Office of Foreign Assets Control, and the International Traffic in Arms Regulations. Without limiting the foregoing general obligations, you specifically shall not, directly or indirectly (i), use or access any Products in any territory that is subject to a United States economic embargo or prohibition, or to any national of any such territory, wherever located, (ii) import or export any Product to any entity or individual who you have reason to know is engaging in high risk activities, such as the design, development or production of nuclear, chemical or biological weapons, or missile technology, or (iii) import or export any Product to any entity or individual who has been prohibited by the United States, European Union or other applicable government from participating in import or export transactions. We reserve the right to refuse sales of Products, terminate, suspend or limit functionality or the provision of Products, or take other actions in order to comply with Applicable Law without liability to you or any third party.
Corrupt Practices. You agree to comply with all Applicable Laws relating to anti-bribery and anti-corruption, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977 as amended (the “FCPA”), any guidance issued by the United States government from time to time regarding the FCPA, and other applicable anti-corruption, anti-fraud, embezzlement, anti-money laundering, and antiterrorist financing laws and regulations (collectively, “Anti-Corruption Laws”). You will not, directly or indirectly, offer, promise, authorize, pay, give, solicit, or accept any money, favor, advantage, bribe, kickback, or anything else of value to or from an Official or any other individual or entity, whether in the public or private sector, for purposes of obtaining, retaining, or directing business, regulatory approvals, or any other improper advantage. Neither you nor any of your Affiliates’ respective owners, Representatives or, to your knowledge, any immediate family member of the foregoing persons (collectively, “Interested Persons”) is an Official who has not otherwise been disclosed as such to us in writing. You will notify us promptly if (i) an Interested Person becomes an Official or (ii) an Official becomes an Interested Person or acquires a personal interest in your income.
Government Registration. If any approval or registration of this Agreement (“Required Registrations”) is required to give the Agreement legal effect within the Territory, or to assure the right of remittance of sums due to us, you agree, at your sole expense, to take whatever steps that may be necessary to secure such Required Registrations prior to commencing activities under this Agreement within any such jurisdiction.
Policies/Procedures. In order to aid in compliance with Applicable Laws, you will maintain and comply with Kaseya policies and procedures which are provided or made available to you.
Notification and Cooperation. You have in good faith provided to us all documents and information of the character and type requested by us in the course of any due diligence review of you. You will promptly notify Kaseya if you have any information or suspicion that you may be a violation of Applicable Law. You will reasonably cooperate with us with respect to any matter, dispute, or controversy in which we may become involved and of which you have knowledge. Such obligation will continue after the expiration or termination of this Agreement.

16. GOVERNING LAW; CLASS ACTION AND JURY TRIAL WAIVER

Governing Law and Venue. (i) All disputes, actions or proceedings relating to, or arising out of, this Agreement and (ii) your relationship with Kaseya or the Products, including any claim you may have against past or present Kaseya employees, officers, directors or agents (collectively “Claims”), will be governed, construed and enforced exclusively in accordance with the laws of the State of Delaware, United States, without reference to conflicts of law principles. Nothing in this Agreement will be deemed to exclude or limit the liability of either party which cannot be limited or excluded by Applicable Law. The UN Convention on Contracts for the International Sale of Goods does not and will not apply to this Agreement, nor to any Claims. The adjudication of Claims is subject to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida, United States, and must be filed within two (2) years after the Claim accrued. If Kaseya commences litigation of a Claim, Kaseya will be entitled to recover reasonable attorneys’ fees, costs and other expenses.
No Class Actions or Jury Trial. You do not have the right to bring or join any class action or similar collective lawsuit pertaining to any Claim. Claims must be brought on an individual basis. Each party hereby waives all respective rights to a trial by jury regarding any Claims.

17. ADDITIONAL PROVISIONS

Nature of Relationship. Each of us enters into this Agreement as an independent contractor and neither of us may act or represent ourselves as an agent or joint venturer of the other.
Government Contracts. If the Products are to be used in the performance of a government contract or subcontract, no government requirements or regulations will be binding on us unless we specifically agree to them in writing. The Products are comprised of “commercial computer software” and “Commercial computer software documentation” as such terms are used in the United States Code of Federal Regulations.
Construction. The section headings in this Agreement are for convenience of reference and are not part of this Agreement. Any provision of this Agreement which refers to the words “include,” “includes,” or “including” shall be deemed to be followed by the words “without limitation”. Any provision of this Agreement which uses the word “or” shall be deemed to have the same meaning as “and/or”. Any rule of construction that ambiguities are to be resolved against the drafting party will not be applied in the interpretation of this Agreement.
Enforceability. If any provisions herein are deemed invalid, illegal, or unenforceable, the validity, legality and enforcement of the remaining provisions will not be affected or impaired.
Electronic Communications. You consent to receive communications from us in electronic form. All agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement as if in writing.
Assignment. You may not assign this Agreement or any rights or obligations hereunder (including with respect to any Order or Subscription), without our express written consent. Any assignment or transfer in violation of the foregoing will be null and void. Kaseya may assign this Agreement, Orders or Subscriptions in whole or in part.
Force Majeure. Any delay or failure of either party to perform (excluding obligations to pay for Products) will not constitute a default under this Agreement or give rise to a Claim for damages to the extent such delay or failure is caused by an event beyond such party’s reasonable control, including war, pandemics, acts of terror, Third-Party Technology, significant changes in laws or regulations, governmental or court order, severe weather events and natural disasters, major utility failures, labor strikes, acts of God, and telecommunication or Internet service interruptions.
No Waiver. The failure of a party to insist upon performance by the other party (including payment), will not relieve such other party of its obligations or constitute a waiver of the right to insist upon full and timely performance in the future regarding obligations of the same type or a different type.
Counterparts and No Third-Party Beneficiaries. This Agreement may be executed in counterparts, each of which will be deemed an original. Each Kaseya Affiliate is a third-party beneficiary to this Agreement and entitled to directly enforce and rely upon any provision of this Agreement. Other than the foregoing, no other person or company will be a third-party beneficiary to this Agreement.
English Language. The English language version of this Agreement will be controlling in all respects and any non-English version is solely for accommodation purposes.
Notices. All legal notices required or permitted hereunder will be in writing and may be delivered by nationally recognized courier (e.g., UPS, FedEx) or email and will be deemed effective upon receipt as evidenced by delivery confirmation. Kaseya may send legal notices to you at the main address or email that Kaseya has on record in your account information. Notices to us must be sent to 701 Brickell Avenue, Suite 400, Miami, Florida 33131, Attn: Legal or to [email protected]. Product or Account related notices may also be sent by Kaseya through the applicable Product platform or Portal. We will have no responsibility for failure to provide notice due to your failure to maintain current and accurate contact information with Kaseya.
Remedy. Except where a remedy is expressly identified as an exclusive or alternative remedy in this Agreement, all rights and remedies of the parties will be cumulative.
Entire Agreement. This Agreement, all referenced agreements and documents herein, and any other agreements that may be authorized and signed by both you and Kaseya from time to time, together constitute the entire understanding of the parties with respect to the subject matter hereof, and supersede all prior and contemporaneous written and oral agreements with respect to the subject matter. No modification of this Agreement or any Order will be effective or binding on Kaseya unless:
- - it is in writing (an email is not sufficient), and signed by Kaseya personnel with the title of Vice President or higher as well as your organization; or
  - it is set forth on the face of an Order as formally issued by Kaseya through its standard process, and executed by you.
  Any inconsistent or additional terms contained in any of your purchase orders, sales confirmations or any other communications are deemed material changes which we hereby expressly reject. Our fulfillment of any Order will not constitute acceptance of any such additional or inconsistent terms and conditions.
Updates to this Agreement. We may update this Agreement (including referenced documents) from time to time. We will notify you of changes by posting the updated Agreement on the appropriate Portal or website, or by sending a message to a primary account user for your organization. The updated Agreement will be effective thirty (30) days from our notice unless you notify us that you object within such thirty (30) days, provided that updated Agreements will apply to future purchases or renewals immediately. By continuing to participate as a customer without objection, you agree to comply with the updated Agreement. Should you object to an updated Agreement, Kaseya will allow you to either (with it being Kaseya’s choice of the two): (a) terminate the effected Subscriptions without further payment obligation and a prompt refund of prepaid amounts covering terminated periods on a pro-rata basis; or (b) allow the previous set of terms to continue to apply through the end of the Subscriptions’ Committed Service Term. However, should you fail to terminate a Subscription at the end of the Committed Service Term, you hereby agree that the updated Agreement must apply during the renewal term.
Publicity. You grant us the right and license to identify you as a Kaseya customer and (a) refer to you by name, trade name and trademark, and (b) to briefly describe your business in our marketing materials

18. DEFINITIONS

“Administrative Data” means data concerning registration, use, access and management of Products. For example, Administrative Data includes telemetry and logs of access to and downloading of Content. Administrative Data does not include Content itself.

“Account” means the business arrangement between you and Kaseya by which Kaseya provides you with Products, and you use Products.

“Affiliate” means an entity directly or indirectly controlling, controlled by or under common control with another entity.

“Applicable Law” means any applicable law, rule, regulation, directive, code, order or other requirement applicable to a party and its activities under this Agreement.

“Committed Minimum Quantity” or “CMQ” means the number of Licenses originally purchased for a Product as well as additional Licenses purchased for that Product either through written Orders or through a Kaseya Portal store.

“Committed Service Term” means the agreed duration (generally measured in consecutive months or years) of a Subscription, typically set forth in an Order.

“Confidential Information” means any business, operational or technical information 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. Confidential Information may be oral, written, electronic, or in any other format and may include: information regarding the terms and conditions of this Agreement; the Products, including any advice, security or support information; Intellectual Property Rights; Kaseya’s pricing offered to you; marketing, Product or business plans or opportunities; finances; penetration test results and other security information; third party audit reports; Beta Products and Portal content. Confidential Information does not include Feedback, Administrative Data or Aggregate Data. Also, Confidential Information does not include any information that: (i) was publicly available at the time of disclosure; (ii) became publicly available after disclosure through no fault of the receiving party; (iii) was rightfully known to the receiving party and without an obligation of confidentiality prior to disclosure by the disclosing party or (iv) was rightfully acquired by the receiving party after disclosure by the disclosing party and without an obligation of confidentiality.

“Content” means data and other information that is submitted through Product platforms for processing by the Product. An example of Content is data that you back-up through one of our backup Products.

“End User” means: (i) a person or entity that uses a Product internally, and not for resale, and; (ii) that owns or lawfully controls Content, and for whose benefit Content is processed by a Product. An End User may also be referred to by Kaseya in certain documentation (such as Product Terms of Use, Portals or Specifications) as a “Customer,” “Content Owner,” “Network Owner” or “Client.”

“Feedback” means reports, comments, suggestions, ideas or other feedback that you provide to us regarding the Products or our business, whether written or oral.

“Fees” means all monetary obligations that may imposed under this Agreement, an Order, Specifications or such other documentation, including one-time charges, recurring Subscription charges, and use-based charges (including data or storage overages).

“Government” means the governing body of a nation, state or community, the military, a public international organization such as the United Nations or the World Bank, or any other nation-owned or state-owned entity, as well as an Affiliate of the foregoing.

“Kaseya Marks” means Kaseya’s trademarks, service marks, trade names, brands, domain names, URLs, logos and other proprietary indicia, whether or not registered.

“Kaseya Services” or “Services” means all services provided by or on behalf of Kaseya. Examples of Kaseya Services include the services provided by Products (like backup services or remote monitoring services), Professional Services, technical support, or training. The term Product includes the associated Kaseya Services.

“Kaseya Software” means software or SaaS solutions of Kaseya and its licensors in or comprising any Product, Portal, website or other such digital offering, as well as updates, upgrades, derivatives and modifications thereto, including software on hardware devices (firmware) and agent software loaded onto endpoints.

“Intellectual Property Rights” means all intellectual property rights, however arising, and whether or not registered, including patents, copyrights, trademarks, service marks, trade names, design rights, database rights, domain names, trade secrets or other proprietary rights and any applications for the protection or registration of such rights and all renewals and extensions thereof throughout the world.

“License” means the right to use a Product pursuant to the terms of this Agreement and as defined in the applicable Specifications. Licenses are measured by “License Units” which vary depending on the Product, and may be measured by storage amounts, seats, protected endpoints, or other method of measurement.

“Managed Services” means IT and related services provided by you to End Users through use of the Products.

“Marketing Materials” means press releases, advertising materials, white papers and any other such information in any medium provided by or on behalf of Kaseya for use by you in promoting the Products.

“Minor” means an individual under the age of majority in his or her place of residence.

“Official” means (i) a director, officer, employee, contractor, or agent of a Government; (ii) any department, agency, corporate entity, instrumentality or political subdivision of a Government; (iii) any person or entity acting in an official capacity for or on behalf of a Government; (iv) a candidate for political office, any political party or any official of a political party.

“Order” means the documentation and information for the purchase of a Product, which typically specifies the Product type, quantity, Committed Service Term, Fees, and other attributes of a purchase, as agreed to between you and Kaseya. An Order may be generated at the time of purchase in a Portal store, by provisioning Licenses in a Product platform, or by separate written or electronic document. The term Order includes related Statements of Work or similar documents that describe Products. All Orders are subject to and incorporate (whether or not directly referenced) the terms of this Agreement unless otherwise agreed to by the parties in an authorized and signed writing.

“Portal” means any web-based application, platform or other form of access to a website that is provided by Kaseya.

“Product” means any product or service made available by Kaseya, including Kaseya Services, Kaseya Software, hardware devices, all Kaseya APIs and Portals, as well as all modifications thereto.

“Product Terms of Use” means terms and conditions issued by Kaseya that are applicable to the use of a Product. Most Kaseya Product Terms of Use are listed in Section 2, but some may be elsewhere, including within Product Platforms or on the websites of certain Kaseya Affiliates. The term Agreement includes relevant Product Terms of Use.

“Professional Services” means implementation, configuration, integration, deployment, administration, customization, training, management and other such services that are provided by or through Kaseya. An Order for Professional Services may include or be referred to as a “Statement of Work.”

“Subscription” means a subscription to a Product as specified on an Order. Details of Subscriptions vary depending on the Product.

“Specifications” means Product information, updated from time to time, that we provide through our Portals including knowledge base articles, user manuals, technical data sheets, price sheets and other descriptions of Product features and functionality. In various Kaseya materials, Specifications are sometimes referred to as “Documentation.” At any given time, Kaseya will be bound only by the current Specifications issued by Kaseya.

“Territory” means the geographic area in which you are authorized to use, market or resell the Products. Territory never includes a jurisdiction where the sale or use of the Products is prohibited by Applicable Law.

Exhibit A

Please note that the information in this Exhibit is subject to change upon notice to you at any time in Kaseya’s discretion.

If your billing address as registered with Kaseya is in the following country:	The Kaseya Master Agreement is between you and the following Kaseya entity:
Australia	Kaseya Australia Pty Ltd.
Canada	ITG Software ULC
Germany	Kaseya International Deutschland GmbH
India	Kaseya Software India Private Limited
The Netherlands	Datto Nederland B.V.
The United Kingdom, the Channel Islands, Isle of Man, Gibraltar and certain other Crown Dependencies (please check with Kaseya)	Datto Europe Limited
The United States	Kaseya US, LLC
All other countries in which a Kaseya product or service is certified for use, and export is allowed by Applicable Law	Kaseya Limited

For Upstream customers only: Notwithstanding the information set forth on the table above, if you purchase from Upstream AB, then regardless of your location or billing address, the Kaseya Master Agreement is between you and Upstream AB.